New Mountain Finance Corporation, et al.; Notice of Application, 62481-62482 [2014-24685]
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Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices
[Investment Company Act Release No.
31282; 812–14279]
New Mountain Finance Corporation, et
al.; Notice of Application
October 10, 2014.
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
18(a) and 61(a) of the Act.
AGENCY:
New Mountain Finance
Corporation (the ‘‘Company’’), New
Mountain Finance Adviser BDC, L.L.C.
(the ‘‘Investment Adviser’’), New
Mountain Finance SBIC G.P., L.L.C. (the
‘‘General Partner’’), and New Mountain
Finance SBIC, L.P. (‘‘New Mountain
SBIC’’).
SUMMARY OF THE APPLICATION: The
Company requests an order to permit it
to adhere to a modified asset coverage
requirement.
DATES: The application was filed on
February 18, 2014, and amended on
June 25, 2014, and September 4, 2014.
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 4, 2014, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit, or for lawyers, a certificate of
service. Pursuant to Rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: Robert A. Hamwee, New
Mountain Finance Corporation, 787
Seventh Avenue, 48th Floor, New York,
NY 10019.
FOR FURTHER INFORMATION CONTACT:
David Joire, Senior Counsel, at (202)
551–6866, or James M. Curtis, Branch
Chief, at (202) 551–6712 (Division of
Investment Management, Chief
Counsel’s Office).
mstockstill on DSK4VPTVN1PROD with NOTICES
APPLICANTS:
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17:59 Oct 16, 2014
Jkt 235001
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 https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
SUPPLEMENTARY INFORMATION:
SECURITIES AND EXCHANGE
COMMISSION
Applicants’ Representations
1. The Company, a Delaware
corporation, is an externally managed,
non-diversified, closed-end
management investment company that
has elected to be regulated as a business
development company (‘‘BDC’’) under
the Act.1 The Company’s investment
objective is to generate current income
and capital appreciation through the
sourcing and origination of debt
securities at all levels of the capital
structure, including first and second
lien debt, notes, bonds and mezzanine
securities. The Investment Adviser, a
Delaware limited liability company, is
the investment adviser to the Company.
The Investment Adviser is registered
under the Investment Advisers Act of
1940.
2. New Mountain SBIC, a Delaware
limited partnership, received approval
for a license from the Small Business
Administration (‘‘SBA’’) to operate as a
small business investment company
(‘‘SBIC’’) under the Small Business
Investment Act of 1958 (‘‘SBIA’’). New
Mountain SBIC is excluded from the
definition of investment company by
section 3(c)(7) of the Act. The General
Partner is the sole general partner of
New Mountain SBIC and the Company
is the sole member of the General
Partner. The Company is the sole
limited partner of New Mountain SBIC.
The Company, directly or indirectly
through the General Partner, wholly
owns New Mountain SBIC.
Applicants’ Legal Analysis
1. The Company requests an
exemption pursuant to section 6(c) of
the Act from the provisions of sections
18(a) and 61(a) of the Act to permit it
to adhere to a modified asset coverage
requirement with respect to any direct
or indirect wholly-owned subsidiary of
the Company that is licensed by the
SBA to operate under the SBIA as a
SBIC and relies on Section 3(c)(7) for an
exemption from the definition of
‘‘investment company’’ under the Act
1 Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the
purpose of making investments in securities
described in section 55(a)(1) through 55(a)(3) of the
Act and makes available significant managerial
assistance with respect to the issuers of such
securities.
PO 00000
Frm 00070
Fmt 4703
Sfmt 4703
62481
(each, a ‘‘SBIC Subsidiary’’).2
Applicants state that companies
operating under the SBIA, such as the
SBIC Subsidiary, will be subject to the
SBA’s substantial regulation of
permissible leverage in their capital
structure.
2. Section 18(a) of the Act prohibits a
registered closed-end investment
company from issuing any class of
senior security or selling any such
security of which it is the issuer unless
the company complies with the asset
coverage requirements set forth in that
section. Section 61(a) of the Act makes
section 18 applicable to BDCs, with
certain modifications. Section 18(k)
exempts an investment company
operating as an SBIC from the asset
coverage requirements for senior
securities representing indebtedness
that are contained in section 18(a)(1)(A)
and (B).
3. Applicants state that the Company
may be required to comply with the
asset coverage requirements of section
18(a) (as modified by section 61(a)) on
a consolidated basis because the
Company may be deemed to be an
indirect issuer of any class of senior
security issued by New Mountain SBIC
or another SBIC Subsidiary. Applicants
state that applying section 18(a) (as
modified by section 61(a)) on a
consolidated basis generally would
require that the Company treat as its
own all assets and any liabilities held
directly either by itself, by New
Mountain SBIC, or by another SBIC
Subsidiary. Accordingly, the Company
requests an order under section 6(c) of
the Act exempting the Company from
the provisions of section 18(a) (as
modified by section 61(a)), such that
senior securities issued by each SBIC
Subsidiary that would be excluded from
its individual asset coverage ratio by
Section 18(k) if it were itself a BDC
would also be excluded from the
Company’s consolidated asset coverage
ratio.
4. Section 6(c) of the Act, in relevant
part, permits the Commission to exempt
any transaction or class of transactions
from any provision of 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. Applicants state
that the requested relief satisfies the
section 6(c) standard. Applicants
contend that, because the SBIC
2 All existing entities that currently intend to rely
on the order are named as applicants. Any other
existing or future entity that may rely on the order
in the future will comply with the terms and
condition of the order.
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62482
Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices
Subsidiary would be entitled to rely on
section 18(k) if it were a BDC, there is
no policy reason to deny the benefit of
that exemption to the Company.
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
The Company will not itself issue or
sell any senior security and the
Company will not cause or permit New
Mountain SBIC or any other SBIC
Subsidiary to issue or sell any senior
security of which the Company, New
Mountain SBIC or any other SBIC
Subsidiary is the issuer except to the
extent permitted by Section 18 (as
modified for BDCs by Section 61);
provided that, immediately after the
issuance or sale of any such senior
security by any of the Company, New
Mountain SBIC or any other SBIC
Subsidiary, the Company, individually
and on a consolidated basis, shall have
the asset coverage required by Section
18(a) (as modified by Section 61(a)). In
determining whether the Company,
New Mountain SBIC and any other SBIC
Subsidiary on a consolidated basis have
the asset coverage required by Section
18(a) (as modified by Section 61(a)), any
senior securities representing
indebtedness of New Mountain SBIC or
another SBIC Subsidiary if that SBIC
Subsidiary has issued indebtedness that
is held or guaranteed by the SBA shall
not be considered senior securities and,
for purposes of the definition of ‘‘asset
coverage’’ in Section 18(h), shall be
treated as indebtedness not represented
by senior securities.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–24685 Filed 10–16–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–31268A; File No. 812–
14250]
Managed Portfolio Series, et al.; Notice
of Application
mstockstill on DSK4VPTVN1PROD with NOTICES
October 15, 2014.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) seeking exemptions
from sections 9(a), 13(a), 15(a), and
15(b) of the Act and rules 6e–2(b)(15)
and 6e–3(T)(b)(15) thereunder.
AGENCY:
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17:59 Oct 16, 2014
Jkt 235001
Managed Portfolio Series
(the ‘‘Trust’’), U.S. Bancorp Fund
Services, LLC (‘‘USBFS’’), and Tortoise
Capital Advisors, L.L.C. (‘‘Tortoise’’).
SUMMARY OF APPLICATION: Applicants
request an order under section 6(c) of
the Act granting exemptions from the
provisions of sections 9(a), 13(a), 15(a),
and 15(b) of the Act and rules 6e–
2(b)(15) and 6e–3(T)(b)(15) (or any
comparable provisions of a permanent
rule that replaces rule 6e–3(T))
thereunder to permit an existing series
of the Trust, Tortoise VIP MLP &
Pipeline Portfolio (‘‘Existing Variable
Fund’’), and/or any Future Variable
Fund 1 to be sold to and held by: (i)
Separate accounts registered as
investment companies or separate
accounts that are not registered as
investment companies under the Act
pursuant to exemptions from
registration under section 3(c) of the Act
that fund variable annuity contracts
(‘‘VA Accounts’’) and variable life
insurance contracts (‘‘VLI Accounts’’)
(VA Accounts and VLI Accounts
together ‘‘Separate Accounts’’) issued by
both affiliated life insurance companies
and unaffiliated life insurance
companies (‘‘Participating Insurance
Companies’’); (ii) trustees of qualified
group pension or group retirement plans
(‘‘Qualified Plans’’) outside the Separate
Account context; (iii) investment
adviser(s) or affiliated person(s) of the
investment adviser(s) (each an
‘‘Adviser’’) to a Variable Fund for the
purpose of providing seed capital to a
series of a Variable Fund; and (iv)
general accounts (‘‘General Accounts’’)
of insurance company depositors of VA
Accounts and/or VLI Accounts.
DATES: Filing Date: The application was
filed on December 13, 2013, and
amended on July 23, 2014 and
September 11, 2014.
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 Secretary of
the Commission 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 October 31, 2014 and should be
accompanied by proof of service on
APPLICANTS:
1 As used herein, a ‘‘Future Variable Fund’’ is any
investment company (or investment portfolio or
series thereof), other than the Existing Variable
Fund, designed to be sold to VA Accounts or VLI
Accounts and for which USBFS or any of its
affiliates serves in the future as investment adviser,
subadviser, manager, administrator, principal
underwriter, or sponsor. The Existing Variable
Fund and any Future Variable Fund is referred to
herein as a ‘‘Variable Fund,’’ and collectively, as the
‘‘Variable Funds.’’
PO 00000
Frm 00071
Fmt 4703
Sfmt 4703
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 may request notification of a
hearing by writing to the Secretary of
the Commission.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090.
Applicants: Angela Pingel, Esq., U.S.
Bancorp Fund Services, LLC, 615 East
Michigan Street, Milwaukee, WI 53202.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Counsel,
or David P. Bartels, Branch Chief
(Division of Investment Management,
Chief Counsel’s Office) at 202–551–
6821.
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 https://
www.sec.gov/search.htm, or by calling
(202) 551–8090.
Applicants’ Representations
1. The Trust was organized as a
Delaware statutory trust on January 27,
2011, and is registered under the Act as
an open-end management investment
company (Reg. File No. 811–22525). The
Trust is a series investment company as
defined by Rule 18f–2 under the Act
and currently is comprised of 24 series
(including the Existing Variable Fund)
managed by 16 different advisers and
two sub-advisers. The Trust has
registered two classes of shares of the
Existing Variable Fund under the
Securities Act of 1933 (the ‘‘1933 Act’’)
(Reg. File No. 333–172080) on Form N–
1A. The Trust may establish Future
Variable Funds and additional classes of
shares for any of the Variable Funds.
Shares of the Variable Funds will not be
offered to the general public. The
application seeks exemptive relief only
for the Existing Variable Fund and any
Future Variable Fund, as defined herein,
but does not seek exemptive relief for
the remaining 23 current series because
they are not designed to be sold to VA
Accounts and/or VLI Accounts.
2. Tortoise is the investment adviser
to the Existing Variable Fund as well as
the investment adviser to three other
series of the Trust. Tortoise is a
Delaware limited liability company and
is registered as an investment adviser
under the Investment Advisers Act of
1940 (‘‘Advisers Act’’). Subject to the
authority of the Board of Trustees of the
Trust (‘‘Board’’), Tortoise will oversee
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]]>Agencies
[Federal Register Volume 79, Number 201 (Friday, October 17, 2014)]
[Notices]
[Pages 62481-62482]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-24685]
[[Page 62481]]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31282; 812-14279]
New Mountain Finance Corporation, et al.; Notice of Application
October 10, 2014.
AGENCY: 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 18(a) and 61(a) of the Act.
-----------------------------------------------------------------------
Applicants: New Mountain Finance Corporation (the ``Company''), New
Mountain Finance Adviser BDC, L.L.C. (the ``Investment Adviser''), New
Mountain Finance SBIC G.P., L.L.C. (the ``General Partner''), and New
Mountain Finance SBIC, L.P. (``New Mountain SBIC'').
Summary of the Application: The Company requests an order to permit it
to adhere to a modified asset coverage requirement.
DATES: The application was filed on February 18, 2014, and amended on
June 25, 2014, and September 4, 2014.
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 4, 2014, and should be accompanied by proof of
service on applicants, in the form of an affidavit, or for lawyers, a
certificate of service. Pursuant to Rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: Robert A. Hamwee,
New Mountain Finance Corporation, 787 Seventh Avenue, 48th Floor, New
York, NY 10019.
FOR FURTHER INFORMATION CONTACT: David Joire, Senior Counsel, at (202)
551-6866, or James M. Curtis, Branch Chief, at (202) 551-6712 (Division
of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for 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 Delaware corporation, is an externally managed,
non-diversified, closed-end management investment company that has
elected to be regulated as a business development company (``BDC'')
under the Act.\1\ The Company's investment objective is to generate
current income and capital appreciation through the sourcing and
origination of debt securities at all levels of the capital structure,
including first and second lien debt, notes, bonds and mezzanine
securities. The Investment Adviser, a Delaware limited liability
company, is the investment adviser to the Company. The Investment
Adviser is registered under the Investment Advisers Act of 1940.
---------------------------------------------------------------------------
\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 section 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. New Mountain SBIC, a Delaware limited partnership, received
approval for a license from the Small Business Administration (``SBA'')
to operate as a small business investment company (``SBIC'') under the
Small Business Investment Act of 1958 (``SBIA''). New Mountain SBIC is
excluded from the definition of investment company by section 3(c)(7)
of the Act. The General Partner is the sole general partner of New
Mountain SBIC and the Company is the sole member of the General
Partner. The Company is the sole limited partner of New Mountain SBIC.
The Company, directly or indirectly through the General Partner, wholly
owns New Mountain SBIC.
Applicants' Legal Analysis
1. The Company requests an exemption pursuant to section 6(c) of
the Act from the provisions of sections 18(a) and 61(a) of the Act to
permit it to adhere to a modified asset coverage requirement with
respect to any direct or indirect wholly-owned subsidiary of the
Company that is licensed by the SBA to operate under the SBIA as a SBIC
and relies on Section 3(c)(7) for an exemption from the definition of
``investment company'' under the Act (each, a ``SBIC Subsidiary'').\2\
Applicants state that companies operating under the SBIA, such as the
SBIC Subsidiary, will be subject to the SBA's substantial regulation of
permissible leverage in their capital structure.
---------------------------------------------------------------------------
\2\ All existing entities that currently intend to rely on the
order are named as applicants. Any other existing or future entity
that may rely on the order in the future will comply with the terms
and condition of the order.
---------------------------------------------------------------------------
2. Section 18(a) of the Act prohibits a registered closed-end
investment company from issuing any class of senior security or selling
any such security of which it is the issuer unless the company complies
with the asset coverage requirements set forth in that section. Section
61(a) of the Act makes section 18 applicable to BDCs, with certain
modifications. Section 18(k) exempts an investment company operating as
an SBIC from the asset coverage requirements for senior securities
representing indebtedness that are contained in section 18(a)(1)(A) and
(B).
3. Applicants state that the Company may be required to comply with
the asset coverage requirements of section 18(a) (as modified by
section 61(a)) on a consolidated basis because the Company may be
deemed to be an indirect issuer of any class of senior security issued
by New Mountain SBIC or another SBIC Subsidiary. Applicants state that
applying section 18(a) (as modified by section 61(a)) on a consolidated
basis generally would require that the Company treat as its own all
assets and any liabilities held directly either by itself, by New
Mountain SBIC, or by another SBIC Subsidiary. Accordingly, the Company
requests an order under section 6(c) of the Act exempting the Company
from the provisions of section 18(a) (as modified by section 61(a)),
such that senior securities issued by each SBIC Subsidiary that would
be excluded from its individual asset coverage ratio by Section 18(k)
if it were itself a BDC would also be excluded from the Company's
consolidated asset coverage ratio.
4. Section 6(c) of the Act, in relevant part, permits the
Commission to exempt any transaction or class of transactions from any
provision of 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. Applicants state that the requested relief
satisfies the section 6(c) standard. Applicants contend that, because
the SBIC
[[Page 62482]]
Subsidiary would be entitled to rely on section 18(k) if it were a BDC,
there is no policy reason to deny the benefit of that exemption to the
Company.
Applicants' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
The Company will not itself issue or sell any senior security and
the Company will not cause or permit New Mountain SBIC or any other
SBIC Subsidiary to issue or sell any senior security of which the
Company, New Mountain SBIC or any other SBIC Subsidiary is the issuer
except to the extent permitted by Section 18 (as modified for BDCs by
Section 61); provided that, immediately after the issuance or sale of
any such senior security by any of the Company, New Mountain SBIC or
any other SBIC Subsidiary, the Company, individually and on a
consolidated basis, shall have the asset coverage required by Section
18(a) (as modified by Section 61(a)). In determining whether the
Company, New Mountain SBIC and any other SBIC Subsidiary on a
consolidated basis have the asset coverage required by Section 18(a)
(as modified by Section 61(a)), any senior securities representing
indebtedness of New Mountain SBIC or another SBIC Subsidiary if that
SBIC Subsidiary has issued indebtedness that is held or guaranteed by
the SBA shall not be considered senior securities and, for purposes of
the definition of ``asset coverage'' in Section 18(h), shall be treated
as indebtedness not represented by senior securities.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-24685 Filed 10-16-14; 8:45 am]
BILLING CODE 8011-01-P
