Triangle Capital Corporation; Notice of Application, 14366-14367 [2013-05026]

Download as PDF 14366 Federal Register / Vol. 78, No. 43 / Tuesday, March 5, 2013 / Notices portion will commence at 10:15 a.m. (approx.). MATTERS TO BE CONSIDERED: 1. President’s Report. 2. Tribute—Kevin G. Nealer. 3. Confirmation—Katherine M. Gehl as Member, Board Audit Committee. 4. Confirmation—Rita Moss as Vice President, Human Resources. 5. Minutes of the Open Session of the December 6, 2012 Board of Directors Meeting. FURTHER MATTERS TO BE CONSIDERED (CLOSED TO THE PUBLIC 10:15 A.M.): 1. Finance Project—Peru. 2. Finance Project—Pakistan. 3. Finance Project—Guatemala. 4. Finance Project—Latin America. 5. Minutes of the Closed Session of the December 6, 2012 Board of Directors Meeting. 6. Reports. 7. Pending Major Projects. Written summaries of the projects to be presented will be posted on OPIC’s web site on or about March 1, 2013. CONTACT PERSON FOR INFORMATION: Information on the meeting may be obtained from Connie M. Downs at (202) 336–8438. Dated: March 1, 2013. Connie M. Downs, Corporate Secretary, Overseas Private Investment Corporation. [FR Doc. 2013–05182 Filed 3–1–13; 4:15 pm] BILLING CODE 3210–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30410; 812–14077] Triangle Capital Corporation; Notice of Application February 28, 2013. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application to amend a prior order under section 6(c) of the Investment Company Act of 1940 (the ‘‘Act’’) for exemptions from sections 23(a), 23(b) and 63 of the Act, and under sections 57(a)(4) and 57(i) of the Act and rule 17d–1 under the Act authorizing certain joint transactions otherwise prohibited by section 57(a)(4) of the Act. emcdonald on DSK67QTVN1PROD with NOTICES AGENCY: Summary of the Application: Triangle Capital Corporation (‘‘Triangle’’) requests an order (‘‘Amended Order’’) that would amend a prior order to increase the amount of Restricted Stock, as defined below, issued annually to each non-employee director. VerDate Mar<15>2010 15:14 Mar 04, 2013 Jkt 229001 Filing Dates: The application was filed on September 14, 2012, and amended on November 30, 2012, Febuary 21, 2013 and February 27, 2013. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by 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 March 20, 2013, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicant, 3700 Glenwood Avenue, Suite 530, Raleigh, NC 27612. FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Special Counsel, at (202) 551–6813, or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). 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 for an applicant using the ‘‘Company’’ name box, at http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicant’s Representations 1. Triangle is an internally managed, closed-end investment company that has elected to be regulated as a business development company (‘‘BDC’’) under section 54(a) of the Act. On March 18, 2008, Triangle received an order (the ‘‘Prior Order’’) 1 permitting it to issue shares of restricted common stock (‘‘Restricted Stock’’) to its employees, employees of its wholly-owned consolidated subsidiaries, and its nonemployee directors pursuant to its Amended and Restated 2007 Equity Incentive Plan (the ‘‘Amended and 1 Triangle Capital Corporation, Investment Company Act Release Nos. 28165 (Feb. 20, 2008) (notice) and 28196 (Mar. 18, 2008) (order), as amended by Triangle Capital Corporation, Investment Company Act Release Nos. 28692 (Apr. 13, 2009) (notice) and 28718 (May 5, 2009) (order). PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 Restated Plan’’).2 Under the Prior Order, Triangle’s non-employee directors each receive an automatic grant of $30,000 worth of Restricted Stock at the beginning of each one-year term of service on Triangle’s board of directors (the ‘‘Board’’). 2. Triangle states that subsequent to the Prior Order, it has increased its operations while continuing its effort to hire and retain qualified directors for the Board. In order to accomplish its goal of hiring and retaining qualified directors for its Board, Triangle believes that it is in the best interests of Triangle and its stockholders to increase the number of shares of Restricted Stock issued to non-employee directors under the Amended and Restated Plan to appropriately compensate the nonemployee directors for their services in proportion to Triangle’s growth. Therefore, Triangle proposes to amend the Amended and Restated Plan to allow each non-employee director to receive an annual grant of $50,000 worth of Restricted Stock. 3. In addition, the amended order would revise condition 3 to clarify that the term ‘‘outstanding voting securities’’ does not include Restricted Stock and make certain technical changes to the Amended and Restated Plan, as described in the application. Applicant’s Legal Analysis 4. Section 6(c) provides, in part, that the Commission may, by order upon application, conditionally or unconditionally exempt any person, security, or transaction, or any class or classes thereof, from any provision of the Act or of any rule or regulation under the Act, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 5. Section 57(a)(4) and rule 17d–1 provide that the Commission may, by order upon application, grant relief under section 57(a)(4) and rule 17d–1 permitting certain joint enterprises or arrangements and profit-sharing plans. Rule 17d–1(b) further provides that in passing upon such an application, the Commission will consider whether the participation of the BDC in such enterprise, arrangement, or plan is consistent with the provision, policies and purposes of the Act and the extent to which such participation is on a basis 2 ‘‘Restricted Stock’’ means shares of Triangle’s common stock that, at the time of issuance, are subject to forfeiture restrictions, and thus are restricted as to their transferability until such forfeiture restrictions have lapsed. E:\FR\FM\05MRN1.SGM 05MRN1 Federal Register / Vol. 78, No. 43 / Tuesday, March 5, 2013 / Notices different from or less advantageous than that of other participants. 6. Applicant states that with respect to the relief granted in the Prior Order under section 6(c), the Amended Order remains appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicant states that with respect to the relief granted in the Prior Order under section 57(a)(4) and rule 17d–1, the participation by Triangle under the Amended Order remains consistent with the provisions, policies and purposes of the Act and that Triangle’s participation will not be less advantageous than that of the other participants. Applicant’s Conditions emcdonald on DSK67QTVN1PROD with NOTICES Applicant agrees that the Amended Order will be subject to the same conditions as those imposed by the Prior Order, except that condition 3 is revised in its entirety as follows: The amount of voting securities that would result from the exercise of all of Triangle’s outstanding warrants, options, and rights, together with any Restricted Stock issued pursuant to the Amended and Restated Plan, at the time of issuance shall not exceed 25% of the outstanding voting securities of Triangle, except that if the amount of voting securities that would result from the exercise of all of Triangle’s outstanding warrants, options, and rights issued to Triangle’s directors, officers, and employees, together with any Restricted Stock issued pursuant to the Amended and Restated Plan, would exceed 15% of the outstanding voting securities of Triangle, then the total amount of voting securities that would result from the exercise of all outstanding warrants, options, and rights, together with any Restricted Stock issued pursuant to the Amended and Restated Plan, at the time of issuance shall not exceed 20% of the outstanding voting securities of Triangle.3 For the Commission, by the Division of Investment Management, pursuant to delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–05026 Filed 3–4–13; 8:45 am] BILLING CODE 8011–01–P 3 For the purposes of this condition, ‘‘outstanding voting securities’’ does not include Restricted Stock. VerDate Mar<15>2010 15:14 Mar 04, 2013 Jkt 229001 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30409; File No. 812–14125] Market Vectors ETF Trust, et al.; Notice of Application February 27, 2013. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c–1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. AGENCY: SUMMARY: Applicants request an order that would permit (a) certain open-end management investment companies or series thereof to issue shares (‘‘Shares’’) redeemable in large aggregations only (‘‘Creation Units’’); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares; and (f) certain series to perform creations and redemptions of Shares in-kind in a master-feeder structure. Applicants: Market Vectors ETF Trust (the ‘‘Trust’’), Van Eck Associates Corporation (the ‘‘Adviser’’), and Van Eck Securities Corporation (the ‘‘Distributor’’). 14367 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: Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549; Applicants, 335 Madison Avenue, New York, New York 10017. FOR FURTHER INFORMATION CONTACT: Mark N. Zaruba, Senior Counsel at (202) 551–6878, or David P. Bartels, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). 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 http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations 1. The Trust is registered under the Act as an open-end management investment company and is organized as a Delaware statutory trust. In reliance on the requested order, the Trust will offer one or more series (each a ‘‘Fund,’’ and, collectively, the ‘‘Funds’’),1 each of which will seek to provide investment returns that correspond, before fees and expenses, generally to the performance of a specified equity and/or a fixed income securities index that either: (i) includes both long and short positions in securities (‘‘Long/Short Index’’); or (ii) uses a 130/30 investment strategy (‘‘130/30 Index’’ and, collectively with the Long/Short Indexes, ‘‘Underlying Indexes’’). 2. Applicants represent that the Trust intends initially to offer the Fund DATES: The application was filed on identified in the application (‘‘Current February 22, 2013. Applicants have Fund’’), whose investment objective agreed to file an amendment during the will be to seek to replicate as closely as notice period, the substance of which is possible, before fees and expenses, the reflected in this notice. price and yield performance of the Hearing or Notification of Hearing: An Market Vectors® U.S. Treasury-Hedged order granting the requested relief will High Yield Bond Index, a Long/Short be issued unless the Commission orders Index developed by Market Vectors a hearing. Interested persons may Index Solutions GmbH, a wholly owned request a hearing by writing to the 1 In addition to the Current Fund, the Trust Commission’s Secretary and serving includes series that rely on prior ETF exemptive applicants with a copy of the request, relief granted by the Commission. The Funds will personally or by mail. Hearing requests not rely on this prior exemptive relief, and ETFs should be received by the Commission relying on this prior relief will not rely on the relief requested in this application. by 5:30 p.m. on March 20, 2013, and PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 E:\FR\FM\05MRN1.SGM 05MRN1

Agencies

[Federal Register Volume 78, Number 43 (Tuesday, March 5, 2013)]
[Notices]
[Pages 14366-14367]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-05026]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30410; 812-14077]


Triangle Capital Corporation; Notice of Application

February 28, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order under section 
6(c) of the Investment Company Act of 1940 (the ``Act'') for exemptions 
from sections 23(a), 23(b) and 63 of the Act, and under sections 
57(a)(4) and 57(i) of the Act and rule 17d-1 under the Act authorizing 
certain joint transactions otherwise prohibited by section 57(a)(4) of 
the Act.

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    Summary of the Application: Triangle Capital Corporation 
(``Triangle'') requests an order (``Amended Order'') that would amend a 
prior order to increase the amount of Restricted Stock, as defined 
below, issued annually to each non-employee director.
    Filing Dates: The application was filed on September 14, 2012, and 
amended on November 30, 2012, Febuary 21, 2013 and February 27, 2013.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by 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 March 20, 2013, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicant, 
3700 Glenwood Avenue, Suite 530, Raleigh, NC 27612.

FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Special Counsel, at 
(202) 551-6813, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

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 for an 
applicant using the ``Company'' name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicant's Representations

    1. Triangle is an internally managed, closed-end investment company 
that has elected to be regulated as a business development company 
(``BDC'') under section 54(a) of the Act. On March 18, 2008, Triangle 
received an order (the ``Prior Order'') \1\ permitting it to issue 
shares of restricted common stock (``Restricted Stock'') to its 
employees, employees of its wholly-owned consolidated subsidiaries, and 
its non-employee directors pursuant to its Amended and Restated 2007 
Equity Incentive Plan (the ``Amended and Restated Plan'').\2\ Under the 
Prior Order, Triangle's non-employee directors each receive an 
automatic grant of $30,000 worth of Restricted Stock at the beginning 
of each one-year term of service on Triangle's board of directors (the 
``Board'').
---------------------------------------------------------------------------

    \1\ Triangle Capital Corporation, Investment Company Act Release 
Nos. 28165 (Feb. 20, 2008) (notice) and 28196 (Mar. 18, 2008) 
(order), as amended by Triangle Capital Corporation, Investment 
Company Act Release Nos. 28692 (Apr. 13, 2009) (notice) and 28718 
(May 5, 2009) (order).
    \2\ ``Restricted Stock'' means shares of Triangle's common stock 
that, at the time of issuance, are subject to forfeiture 
restrictions, and thus are restricted as to their transferability 
until such forfeiture restrictions have lapsed.
---------------------------------------------------------------------------

    2. Triangle states that subsequent to the Prior Order, it has 
increased its operations while continuing its effort to hire and retain 
qualified directors for the Board. In order to accomplish its goal of 
hiring and retaining qualified directors for its Board, Triangle 
believes that it is in the best interests of Triangle and its 
stockholders to increase the number of shares of Restricted Stock 
issued to non-employee directors under the Amended and Restated Plan to 
appropriately compensate the non-employee directors for their services 
in proportion to Triangle's growth. Therefore, Triangle proposes to 
amend the Amended and Restated Plan to allow each non-employee director 
to receive an annual grant of $50,000 worth of Restricted Stock.
    3. In addition, the amended order would revise condition 3 to 
clarify that the term ``outstanding voting securities'' does not 
include Restricted Stock and make certain technical changes to the 
Amended and Restated Plan, as described in the application.

Applicant's Legal Analysis

    4. Section 6(c) provides, in part, that the Commission may, by 
order upon application, conditionally or unconditionally exempt any 
person, security, or transaction, or any class or classes thereof, from 
any provision of the Act or of any rule or regulation under the Act, if 
and to the extent that such exemption is necessary or appropriate in 
the public interest and consistent with the protection of investors and 
the purposes fairly intended by the policy and provisions of the Act.
    5. Section 57(a)(4) and rule 17d-1 provide that the Commission may, 
by order upon application, grant relief under section 57(a)(4) and rule 
17d-1 permitting certain joint enterprises or arrangements and profit-
sharing plans. Rule 17d-1(b) further provides that in passing upon such 
an application, the Commission will consider whether the participation 
of the BDC in such enterprise, arrangement, or plan is consistent with 
the provision, policies and purposes of the Act and the extent to which 
such participation is on a basis

[[Page 14367]]

different from or less advantageous than that of other participants.
    6. Applicant states that with respect to the relief granted in the 
Prior Order under section 6(c), the Amended Order remains appropriate 
in the public interest and consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act. Applicant states that with respect to the relief granted in the 
Prior Order under section 57(a)(4) and rule 17d-1, the participation by 
Triangle under the Amended Order remains consistent with the 
provisions, policies and purposes of the Act and that Triangle's 
participation will not be less advantageous than that of the other 
participants.

Applicant's Conditions

    Applicant agrees that the Amended Order will be subject to the same 
conditions as those imposed by the Prior Order, except that condition 3 
is revised in its entirety as follows:
    The amount of voting securities that would result from the exercise 
of all of Triangle's outstanding warrants, options, and rights, 
together with any Restricted Stock issued pursuant to the Amended and 
Restated Plan, at the time of issuance shall not exceed 25% of the 
outstanding voting securities of Triangle, except that if the amount of 
voting securities that would result from the exercise of all of 
Triangle's outstanding warrants, options, and rights issued to 
Triangle's directors, officers, and employees, together with any 
Restricted Stock issued pursuant to the Amended and Restated Plan, 
would exceed 15% of the outstanding voting securities of Triangle, then 
the total amount of voting securities that would result from the 
exercise of all outstanding warrants, options, and rights, together 
with any Restricted Stock issued pursuant to the Amended and Restated 
Plan, at the time of issuance shall not exceed 20% of the outstanding 
voting securities of Triangle.\3\
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    \3\ For the purposes of this condition, ``outstanding voting 
securities'' does not include Restricted Stock.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-05026 Filed 3-4-13; 8:45 am]
BILLING CODE 8011-01-P