Securities and Exchange Commission June 2010 – Federal Register Recent Federal Regulation Documents

Each applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. On May 29, 2007, June 4, 2007 and October 10, 2007, respectively, applicants transferred their assets to corresponding series of John Hancock Patriot Premium Dividend Fund II, based on net asset value. Each applicant also distributed preferred shares of Dutch Auction Rate Transferable Securities (``DARTS'') of the acquiring fund to holders of applicants' Auction Rate Preferred Shares, DARTS, or Auction Market Preferred Shares, respectively, on the basis of their relative aggregate liquidation preference. Applicants paid $129,502, $138,610 and $216,419, respectively, of the expenses incurred in connection with the reorganizations.

Summary of the Application: Hercules Technology Growth Capital, Inc. (``Company'' or ``Applicant'') requests an order to amend prior orders that permit the Company to issue restricted shares of its common stock (``Restricted Stock'') and to issue stock options to the Company's executive officers, employee directors, and other key employees (together, ``Employees'') and non-employee directors (``Non- employee Directors'') under the terms of its employee and director compensation plans, the Amended and Restated 2004 Equity Incentive Plan and the Amended and Restated 2006 Non-employee Director Plan (each as amended and restated on June 21, 2007, a ``Plan,'' and together, the ``Plans'').\1\ Applicant seeks to amend the Prior Orders to permit the Company to engage in certain transactions in connection with the Plans that may constitute purchases by the Company of its own securities within the meaning of section 23(c) of the Act. Such transactions are provided for in the 2009 Amendment and Restatement to each Plan (each, an ``Amended Plan,'' and together, the ``Amended Plans'').