80_FR_9795 80 FR 9759 - Eagle Point Credit Company Inc., et al.; Notice of Application

80 FR 9759 - Eagle Point Credit Company Inc., et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 36 (February 24, 2015)

Page Range9759-9763
FR Document2015-03653

Summary of Application: Applicants request an order to permit Eagle Point Credit Company Inc. to co-invest in portfolio companies with certain affiliated investment funds. Applicants: Eagle Point Credit Company Inc. (``EPCC''), Eagle Point Credit Management LLC (``EPCM''), Eagle Point Credit Partners LP (``EPCP''), Eagle Point Credit GP I LP (``General Partner''), Eagle Point Credit Company Sub LLC (``EPCC Sub''), Eagle Point Credit Partners Sub Ltd. (``EPCP Sub''), and Eagle Point Credit Partners Sub III Ltd. (``EPCP Sub III'').

Federal Register, Volume 80 Issue 36 (Tuesday, February 24, 2015) 
[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9759-9763]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-03653]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31457; File No. 812-14330]


Eagle Point Credit Company Inc., et al.; Notice of Application

February 18, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under section 17(d) of the 
Investment Company Act of 1940 (the ``Act'') and rule 17d-1 under the 
Act to permit certain joint transactions otherwise prohibited by 
section 17(d) of the Act and rule 17d-1 under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
Eagle Point Credit Company Inc. to co-invest in portfolio companies 
with certain affiliated investment funds.
    Applicants: Eagle Point Credit Company Inc. (``EPCC''), Eagle Point 
Credit Management LLC (``EPCM''), Eagle Point Credit Partners LP 
(``EPCP''), Eagle Point Credit GP I LP (``General Partner''), Eagle 
Point Credit Company Sub LLC (``EPCC Sub''), Eagle Point Credit 
Partners Sub Ltd. (``EPCP Sub''), and Eagle Point Credit Partners Sub 
III Ltd. (``EPCP Sub III'').

DATES: Filing Dates: The application was filed on July 10, 2014, and 
amended on November 20, 2014 and January 30, 2015.
    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 March 16, 2015, 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: 20 Horseneck Lane, 
Greenwich, CT 06830.

FOR FURTHER INFORMATION CONTACT: Vanessa M. Meeks, Senior Counsel, or 
Melissa R. Harke, Branch Chief, at (202) 551-6825 (Chief Counsel's 
Office, 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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. EPCC (formerly Eagle Point Credit Company LLC) is a Delaware 
corporation that is registered as a closed-end management investment 
company under the Act. EPCC's primary investment objective is to 
generate high current income, with a secondary objective to generate 
capital appreciation. EPCC seeks to achieve its investment objectives 
by investing primarily in equity and junior debt tranches of 
collateralized loan obligations (``CLOs'') that are collateralized by a 
diverse portfolio consisting primarily of below investment grade U.S. 
senior secured loans. The board of directors of EPCC is currently 
comprised of six directors, four of whom are not ``interested 
persons,'' within the meaning of section 2(a)(19) of the Act (the 
``Non-Interested Directors''), of EPCC.
    2. EPCP is a Cayman Islands exempted limited partnership that would 
be an investment company under the 1940 Act but for Section 3(c)(7) of 
the 1940 Act. EPCP's investment

[[Page 9760]]

objectives and strategies are equivalent, in all material respects, to 
EPCC's Objectives and Strategies.\1\ The General Partner has ultimate 
responsibility for the management of EPCP.
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    \1\ ``Objectives and Strategies'' means a Regulated Fund's (as 
defined below) investment objectives and strategies, as described in 
the Regulated Fund's registration statement on Form N-2, other 
filings the Regulated Fund has made with the Commission under the 
Securities Act of 1933 (the ``Securities Act''), or under the 
Securities Exchange Act of 1934, and the Regulated Fund's reports to 
shareholders.
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    3. Each of EPCP Sub and EPCP Sub III is a Cayman Islands exempted 
company. EPCP Sub is a direct, wholly-owned special purpose subsidiary 
of EPCP. EPCP Sub III is a direct, wholly-owned special purpose 
subsidiary of EPCP Sub. EPCP Sub and EPCP Sub III are each excluded 
from registration as an investment company under Section 3(c)(7) of the 
1940 Act. All investment decisions relating to the assets held at EPCP 
Sub and EPCP Sub III are made by EPCM as investment adviser to EPCP.
    4. EPCM is a Delaware limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940 (the 
``Advisers Act''). EPCM serves as the investment adviser to EPCC and 
EPCP.
    5. Applicants seek an order (``Order'') to permit one or more 
Regulated Funds \2\ and/or one or more Affiliated Funds \3\ to 
participate in the same investment opportunities through a proposed co-
investment program (the ``Co-Investment Program'') where such 
participation would otherwise be prohibited under rule 17d-1 by (a) co-
investing with each other in securities issued by issuers in private 
placement transactions in which an Adviser negotiates terms in addition 
to price; \4\ and (b) making additional investments in securities of 
such issuers, including through the exercise of warrants, conversion 
privileges, and other rights to purchase securities of the issuers 
(``Follow-On Investments''). ``Co-Investment Transaction'' means any 
transaction in which a Regulated Fund (or its Wholly-Owned Investment 
Sub, as defined below) participates together with one or more other 
Regulated Funds and/or one or more Affiliated Funds in reliance on the 
requested Order. ``Potential Co-Investment Transaction'' means any 
investment opportunity in which a Regulated Fund (or its Wholly-Owned 
Investment Sub, as defined below) could not participate together with 
one or more Affiliated Funds and/or one or more other Regulated Funds 
without obtaining and relying on the Order.\5\
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    \2\ ``Regulated Fund'' means EPCC and any Future Regulated Fund. 
``Future Regulated Fund'' means any closed-end management investment 
company (a) that is registered under the Act, (b) whose investment 
adviser is an Adviser, and (c) that intends to participate in the 
Co-Investment Program. The term ``Adviser'' means (a) EPCM and (b) 
any future investment adviser that controls, is controlled by or is 
under common control with EPCM and is registered as an investment 
adviser under the Advisers Act.
    \3\ ``Affiliated Fund'' means any of EPCP and any Future 
Affiliated Fund. ``Future Affiliated Fund'' means any entity (a) 
whose investment adviser is an Adviser, (b) that would be an 
investment company but for section 3(c)(1) or 3(c)(7) of the Act, 
and (c) that intends to participate in the Co-Investment Program.
    \4\ The term ``private placement transactions'' means 
transactions in which the offer and sale of securities by the issuer 
are exempt from registration under the Securities Act.
    \5\ All existing entities that currently intend to rely upon the 
requested Order have been named as applicants. Any other existing or 
future entity that subsequently relies on the Order will comply with 
the terms and conditions of the application.
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    6. Applicants state that a Regulated Fund may, from time to time, 
form one or more Wholly-Owned Investment Subs.\6\ Such a subsidiary 
would be prohibited from investing in a Co-Investment Transaction with 
any Affiliated Fund or Regulated Fund because it would be a company 
controlled by its parent Regulated Fund for purposes of rule 17d-1. 
Applicants request that each Wholly-Owned Investment Sub be permitted 
to participate in Co-Investment Transactions in lieu of its parent 
Regulated Fund and that the Wholly-Owned Investment Sub's participation 
in any such transaction be treated, for purposes of the requested 
order, as though the parent Regulated Fund were participating directly. 
Applicants represent that this treatment is justified because a Wholly-
Owned Investment Sub would have no purpose other than serving as a 
holding vehicle for the Regulated Fund's investments and, therefore, no 
conflicts of interest could arise between the Regulated Fund and the 
Wholly-Owned Investment Sub. The Regulated Fund's Board would make all 
relevant determinations under the conditions with regard to a Wholly-
Owned Investment Sub's participation in a Co-Investment Transaction, 
and the Regulated Fund's Board would be informed of, and take into 
consideration, any proposed use of a Wholly-Owned Investment Sub in the 
Regulated Fund's place. If the Regulated Fund proposes to participate 
in the same Co-Investment Transaction with any of its Wholly-Owned 
Investment Subs, the Board will also be informed of, and take into 
consideration, the relative participation of the Regulated Fund and the 
Wholly-Owned Investment Sub. EPCC Sub is a Delaware limited liability 
company and is a Wholly-Owned Investment Sub of EPCC.
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    \6\ The term ``Wholly-Owned Investment Sub'' means an entity (i) 
that is wholly-owned by a Regulated Fund (with the Regulated Fund at 
all times holding, beneficially and of record, 100% of the voting 
and economic interests); (ii) whose sole business purpose is to hold 
one or more investments and issue debt on behalf of the Regulated 
Fund; (iii) with respect to which the Regulated Fund's board of 
directors or trustees has the sole authority to make all 
determinations with respect to the entity's participation under the 
conditions of the application; and (iv) that would be an investment 
company but for section 3(c)(1) or 3(c)(7) of the Act.
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    7. When considering Potential Co-Investment Transactions for any 
Regulated Fund, the applicable Adviser will consider only the 
Objectives and Strategies, investment policies, investment positions, 
capital available for investment, and other pertinent factors 
applicable to that Regulated Fund. Due to the similarity in Objectives 
and Strategies of certain Regulated Funds with the investment 
objectives, policies and strategies of certain Affiliated Funds, the 
Adviser expects that investments for a Regulated Fund should also 
generally be appropriate investments for one or more other Regulated 
Funds and/or one or more Affiliated Funds, with certain exceptions 
based on available capital or diversification.\7\
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    \7\ The Regulated Funds, however, will not be obligated to 
invest, or co-invest, when investment opportunities are referred to 
them.
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    8. Other than pro rata dispositions and Follow-On Investments as 
provided in conditions 7 and 8, and after making the determinations 
required in conditions 1 and 2(a), the Adviser will present each 
Potential Co-Investment Transaction and the proposed allocation to the 
directors of the Board eligible to vote under section 57(o) of the Act 
(``Eligible Directors''), and the ``required majority,'' as defined in 
section 57(o) of the Act (``Required Majority'') \8\ will approve each 
Co-Investment Transaction prior to any investment by the participating 
Regulated Fund.
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    \8\ Although each Regulated Fund will be a registered closed-end 
fund, the Board members that make up the Required Majority will be 
determined as if the Regulated Fund were a BDC subject to section 
57(o).
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    9. With respect to the pro rata dispositions and Follow-On 
Investments provided in conditions 7 and 8, a Regulated Fund may 
participate in a pro rata disposition or Follow-On Investment without 
obtaining prior approval of the Required Majority if, among other 
things: (i) The proposed participation of each Regulated Fund and 
Affiliated Fund in such disposition is proportionate to its outstanding 
investments in the issuer immediately

[[Page 9761]]

preceding the disposition or Follow-On Investment, as the case may be; 
and (ii) the Board of the Regulated Fund has approved that Regulated 
Fund's participation in pro rata dispositions and Follow-On Investments 
as being in the best interests of the Regulated Fund. If the Board does 
not so approve, any such disposition or Follow-On Investment will be 
submitted to the Regulated Fund's Eligible Directors. The Board of any 
Regulated Fund may at any time rescind, suspend or qualify its approval 
of pro rata dispositions and Follow-On Investments with the result that 
all dispositions and/or Follow-On Investments must be submitted to the 
Eligible Directors.
    10. No Non-Interested Director of a Regulated Fund will have a 
financial interest in any Co-Investment Transaction, other than through 
share ownership in one of the Regulated Funds.

Applicants' Legal Analysis

    1. 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. 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.
    2. Applicants state that in the absence of the requested relief, a 
Regulated Fund would be, in some circumstances, limited in its ability 
to participate in attractive and appropriate investment opportunities. 
Applicants believe that the proposed terms and conditions will ensure 
that the Co-Investment Transactions are consistent with the protection 
of each Regulated Fund's shareholders and with the purposes intended by 
the policies and provisions of the Act. Applicants state that the 
Regulated Funds' participation in the Co-Investment Transactions will 
be consistent with the provisions, policies, and purposes of the Act 
and on a basis that is not different from or less advantageous than 
that of other participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following 
conditions:
    1. Each time an Adviser considers a Potential Co-Investment 
Transaction for an Affiliated Fund or another Regulated Fund that falls 
within a Regulated Fund's then-current Objectives and Strategies, the 
Regulated Fund's Adviser will make an independent determination of the 
appropriateness of the investment for such Regulated Fund in light of 
the Regulated Fund's then-current circumstances.
    2.(a) If the Adviser deems a Regulated Fund's participation in any 
Potential Co-Investment Transaction to be appropriate for the Regulated 
Fund, it will then determine an appropriate level of investment for the 
Regulated Fund.
    (b) If the aggregate amount recommended by the applicable Adviser 
to be invested by the applicable Regulated Fund in the Potential Co-
Investment Transaction, together with the amount proposed to be 
invested by the other participating Regulated Funds and Affiliated 
Funds, collectively, in the same transaction, exceeds the amount of the 
investment opportunity, the investment opportunity will be allocated 
among them pro rata based on each participant's ``capital available for 
investment'' in the asset class being allocated, up to the amount 
proposed to be invested by each. The applicable Adviser will provide 
the Eligible Directors of each participating Regulated Fund with 
information concerning each participating party's available capital to 
assist the Eligible Directors with their review of the Regulated Fund's 
investments for compliance with these allocation procedures.
    (c) After making the determinations required in conditions 1 and 
2(a), the applicable Adviser will distribute written information 
concerning the Potential Co-Investment Transaction (including the 
amount proposed to be invested by each participating Regulated Fund and 
Affiliated Fund) to the Eligible Directors of each participating 
Regulated Fund for their consideration. A Regulated Fund will co-invest 
with one or more other Regulated Funds and/or one or more Affiliated 
Funds only if, prior to the Regulated Fund's participation in the 
Potential Co-Investment Transaction, a Required Majority concludes 
that:
    (i) The terms of the Potential Co-Investment Transaction, including 
the consideration to be paid, are reasonable and fair to the Regulated 
Fund and its shareholders and do not involve overreaching in respect of 
the Regulated Fund or its shareholders on the part of any person 
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) The interests of the shareholders of the Regulated Fund; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Funds or Affiliated 
Funds would not disadvantage the Regulated Fund, and participation by 
the Regulated Fund would not be on a basis different from or less 
advantageous than that of other Regulated Funds or Affiliated Funds; 
provided that, if any other Regulated Fund or Affiliated Fund, but not 
the Regulated Fund itself, gains the right to nominate a director for 
election to a portfolio company's board of directors, 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 Required Majority from reaching the 
conclusions required by this condition (2)(c)(iii), if:
    (A) The Eligible Directors will have the right to ratify the 
selection of such director, board observer or participant, if any;
    (B) the applicable Adviser agrees to, and does, provide periodic 
reports to the Regulated Fund'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
    (C) any fees or other compensation that any Affiliated Fund or any 
Regulated Fund or any affiliated person of any Affiliated Fund or any 
Regulated Fund receives in connection with the right of an Affiliated 
Fund or a Regulated Fund to nominate a director or appoint a board 
observer or otherwise to participate in the governance or management of 
the portfolio company will be shared proportionately among the 
participating Affiliated Funds (who each may, in turn, share its 
portion with its affiliated persons) and the participating Regulated 
Funds in accordance with the amount of each party's investment; and
    (iv) the proposed investment by the Regulated Fund will not benefit 
the Adviser, the Affiliated Funds or the other Regulated Funds or any 
affiliated person of any of them (other than the parties to the Co-
Investment Transaction), except (A) to the extent permitted by 
condition 13, (B) to the extent permitted by section 17(e) of the Act, 
(C) indirectly, as a result of an interest in the securities issued by 
one of the parties to the Co-Investment Transaction, or (D) in the case 
of fees or other compensation described in condition 2(c)(iii)(C).

[[Page 9762]]

    3. Each Regulated Fund has the right to decline to participate in 
any Potential Co-Investment Transaction or to invest less than the 
amount proposed.
    4. The applicable Adviser will present to the Board of each 
Regulated Fund, on a quarterly basis, a record of all investments in 
Potential Co-Investment Transactions made by any of the other Regulated 
Funds or Affiliated Funds during the preceding quarter that fell within 
the Regulated Fund's then-current Objectives and Strategies that were 
not made available to the Regulated Fund, and an explanation of why the 
investment opportunities were not offered to the Regulated Fund. All 
information presented to the Board pursuant to this condition will be 
kept for the life of the Regulated Fund and at least two years 
thereafter, and will be subject to examination by the Commission and 
its staff.
    5. Except for Follow-On Investments made in accordance with 
condition 8,\9\ a Regulated Fund will not invest in reliance on the 
Order in any issuer in which another Regulated Fund, Affiliated Fund, 
or any affiliated person of another Regulated Fund or Affiliated Fund 
is an existing investor.
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    \9\ This exception applies only to Follow-On Investments by a 
Regulated Fund in issuers in which that Regulated Fund already holds 
investments.
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    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of 
securities to be purchased, settlement date, and registration rights 
will be the same for each participating Regulated Fund and Affiliated 
Fund. The grant to an Affiliated Fund or another Regulated Fund, but 
not the Regulated Fund, 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 a portfolio company will not be 
interpreted so as to violate this condition 6, if conditions 
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Affiliated Fund or any Regulated Fund elects to sell, 
exchange or otherwise dispose of an interest in a security that was 
acquired in a Co-Investment Transaction, the applicable Adviser will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed disposition at the earliest 
practical time; and
    (ii) formulate a recommendation as to participation by each 
Regulated Fund in the disposition.
    (b) Each Regulated Fund will have the right to participate in such 
disposition on a proportionate basis, at the same price and on the same 
terms and conditions as those applicable to the participating 
Affiliated Funds and Regulated Funds.
    (c) A Regulated Fund may participate in such disposition without 
obtaining prior approval of the Required Majority if: (i) The proposed 
participation of each Regulated Fund and each Affiliated Fund in such 
disposition is proportionate to its outstanding investments in the 
issuer immediately preceding the disposition; (ii) the Board of the 
Regulated Fund has approved as being in the best interests of the 
Regulated Fund the ability to participate in such dispositions on a pro 
rata basis (as described in greater detail in the application); and 
(iii) the Board of the Regulated Fund is provided on a quarterly basis 
with a list of all dispositions made in accordance with this condition. 
In all other cases, the Adviser will provide its written recommendation 
as to the Regulated Fund's participation to the Eligible Directors, and 
the Regulated Fund will participate in such disposition solely to the 
extent that a Required Majority determines that it is in the Regulated 
Fund's best interests.
    (d) Each Affiliated Fund and each Regulated Fund will bear its own 
expenses in connection with any such disposition.
    8.(a) If any Affiliated Fund or any Regulated Fund desires to make 
a Follow-On Investment in a portfolio company whose securities were 
acquired in a Co-Investment Transaction, the applicable Adviser will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed transaction at the earliest 
practical time; and
    (ii) formulate a recommendation as to the proposed participation, 
including the amount of the proposed Follow-On Investment, by each 
Regulated Fund.
    (b) A Regulated Fund may participate in such Follow-On Investment 
without obtaining prior approval of the Required Majority if: (i) The 
proposed participation of each Regulated Fund and each Affiliated Fund 
in such investment is proportionate to its outstanding investments in 
the issuer immediately preceding the Follow-On Investment; and (ii) the 
Board of the Regulated Fund has approved as being in the best interests 
of the Regulated Fund the ability to participate in Follow-On 
Investments on a pro rata basis (as described in greater detail in the 
application). In all other cases, the Adviser will provide its written 
recommendation as to the Regulated Fund's participation to the Eligible 
Directors, and the Regulated Fund will participate in such Follow-On 
Investment solely to the extent that a Required Majority determines 
that it is in the Regulated Fund's best interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Regulated 
Funds' and the Affiliated Funds' outstanding investments immediately 
preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the Adviser to be invested 
by each Regulated Fund in the Follow-On Investment, together with the 
amount proposed to be invested by the participating Affiliated Funds in 
the same transaction, exceeds the amount of the opportunity; then the 
amount invested by each such party will be allocated among them pro 
rata based on each participant's ``capital available for investment'' 
in the asset class being allocated, up to the amount proposed to be 
invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this 
condition will be considered a Co-Investment Transaction for all 
purposes and subject to the other conditions set forth in the 
application.
    9. Each Regulated Fund will maintain the records required by 
section 57(f)(3) of the Act as if each of the Regulated Funds was a 
business development company and each of the investments permitted 
under these conditions was approved by the Required Majority under 
section 57(f).
    10. The Non-Interested Directors of each Regulated Fund will be 
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including 
investments made by other Regulated Funds or Affiliated Funds that the 
Regulated Fund considered but declined to participate in, so that the 
Non-Interested Directors may determine whether all investments made 
during the preceding quarter, including those investments that the 
Regulated Fund considered but declined to participate in, comply with 
the conditions of the Order. In addition, the Non-Interested Directors 
will consider at least annually the continued appropriateness for the 
Regulated Fund of participating in new and existing Co-Investment 
Transactions.
    11. No Non-Interested Director of a Regulated Fund will also be a 
director, general partner, managing member or principal, or otherwise 
an ``affiliated

[[Page 9763]]

person'' (as defined in the Act) of an Affiliated Fund.
    12. 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 1933 Act) will, to the 
extent not payable by the Adviser under its respective investment 
advisory agreements with Affiliated Funds and the Regulated Funds, be 
shared by the Regulated Funds and the Affiliated Funds in proportion to 
the relative amounts of the securities held or to be acquired or 
disposed of, as the case may be.
    13. Any transaction fee (including, without limitation, break-up or 
commitment fees but excluding broker's fees contemplated by section 
17(e) of the Act), received in connection with a Co-Investment 
Transaction will be distributed to the participating Regulated Funds 
and Affiliated Funds on a pro rata basis based on the amounts 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 among the participating Regulated Funds and Affiliated 
Funds based on the amounts they invest in such Co-Investment 
Transaction. None of the Affiliated Funds, the Adviser, the other 
Regulated Funds or any affiliated person of the Regulated Funds or 
Affiliated Funds will receive additional compensation or remuneration 
of any kind as a result of or in connection with a Co-Investment 
Transaction (other than (a) in the case of the Regulated Funds and the 
Affiliated Funds, the pro rata transaction fees described above and 
fees or other compensation described in condition 2(c)(iii)(C); and (b) 
in the case of the Adviser, investment advisory fees paid in accordance 
with the agreement between the Adviser and the Regulated Fund or 
Affiliated Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-03653 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9759 notices to the MSRB. Therefore, the total respond to, a collection of information Hearing or Notification of Hearing: An annual burden on issuers to prepare and unless it displays a currently valid OMB order granting the requested relief will submit 73,480 event notices to the control number. be issued unless the Commission orders MSRB is estimated to be 146,960 hours. The public may view background a hearing. Interested persons may Based on data from the MSRB through documentation for this information request a hearing by writing to the September 2014 and annualized through collection at the following Web site: Commission’s Secretary and serving December 2014, issuers will submit www.reginfo.gov. Comments should be applicants with a copy of the request, approximately 7,063 failure to file directed to (i) Desk Officer for the personally or by mail. Hearing requests notices to the MSRB in 2014. Securities and Exchange Commission, should be received by the Commission Commission staff estimates that an Office of Information and Regulatory by 5:30 p.m. on March 16, 2015, and issuer will require approximately two Affairs, Office of Management and should be accompanied by proof of hours to prepare and submit failure to Budget, Room 10102, New Executive service on applicants, in the form of an file notices to the MSRB. Therefore, the Office Building, Washington, DC 20503, affidavit or, for lawyers, a certificate of total annual burden on issuers to or by sending an email to: Shagufta_ service. Hearing requests should state prepare and submit 7,063 failure to file Ahmed@omb.eop.gov; and (ii) Pamela the nature of the writer’s interest, the notices to the MSRB is estimated to be Dyson, Director/Chief Information reason for the request, and the issues 14,126 hours. Commission staff Officer, Securities and Exchange contested. Persons who wish to be estimates that the total annual burden Commission, c/o Remi Pavlik-Simon, notified of a hearing may request on broker-dealers to comply with Rule 100 F Street NE., Washington, DC notification by writing to the 15c2–12 is 22,500 hours. Finally, 20549, or by sending an email to: PRA_ Commission’s Secretary. Commission staff estimates that the Mailbox@sec.gov. Comments must be ADDRESSES: Secretary, U.S. Securities MSRB will incur an annual burden of submitted to OMB within 30 days of and Exchange Commission, 100 F St. 12,699 hours to collect, index, store, this notice. NE., Washington, DC 20549–1090. retrieve, and make available the February 18, 2015. Applicants: 20 Horseneck Lane, pertinent documents under Rule 15c2– Brent J. Fields, Greenwich, CT 06830. 12. FOR FURTHER INFORMATION CONTACT: Secretary. Based on data provided by the MSRB, Vanessa M. Meeks, Senior Counsel, or the Commission estimates that up to [FR Doc. 2015–03670 Filed 2–23–15; 8:45 am] BILLING CODE 8011–01–P Melissa R. Harke, Branch Chief, at (202) 65% of issuers may use designated 551–6825 (Chief Counsel’s Office, agents to submit some or all of their Division of Investment Management). continuing disclosure documents to the SECURITIES AND EXCHANGE SUPPLEMENTARY INFORMATION: The MSRB. The Commission estimates that COMMISSION following is a summary of the the average total annual cost that may be application. The complete application incurred by issuers that use the services [Release No. IC–31457; File No. 812–14330] may be obtained via the Commission’s of a designated agent will be Web site by searching for the file $9,750,000.2 The Commission estimates Eagle Point Credit Company Inc., et al.; number, or for an applicant using the that the MSRB will incur total annual Notice of Application Company name box, at http:// costs of $10,000 based on the MSRB’s www.sec.gov/search/search.htm or by estimates of the hardware and software February 18, 2015. calling (202) 551–8090. costs for the MSRB’s Electronic AGENCY: Securities and Exchange Municipal Market Access (‘‘EMMA’’) Commission (‘‘Commission’’). Applicants’ Representations system in the MSRB’s fiscal year 2014. ACTION: Notice of application for an 1. EPCC (formerly Eagle Point Credit Written comments are invited on: (a) order under section 17(d) of the Company LLC) is a Delaware Whether the proposed collection of Investment Company Act of 1940 (the corporation that is registered as a information is necessary for the proper ‘‘Act’’) and rule 17d–1 under the Act to closed-end management investment performance of the functions of the permit certain joint transactions company under the Act. EPCC’s primary Commission, including whether the otherwise prohibited by section 17(d) of investment objective is to generate high information shall have practical utility; the Act and rule 17d–1 under the Act. current income, with a secondary (b) the accuracy of the Commission’s objective to generate capital estimates of the burden of the proposed SUMMARY: Summary of Application: appreciation. EPCC seeks to achieve its collection of information; (c) ways to Applicants request an order to permit investment objectives by investing enhance the quality, utility, and clarity Eagle Point Credit Company Inc. to co- primarily in equity and junior debt of the information to be collected; and invest in portfolio companies with tranches of collateralized loan (d) ways to minimize the burden of the certain affiliated investment funds. obligations (‘‘CLOs’’) that are collection of information on Applicants: Eagle Point Credit collateralized by a diverse portfolio respondents, including through the use Company Inc. (‘‘EPCC’’), Eagle Point consisting primarily of below of automated collection techniques or Credit Management LLC (‘‘EPCM’’), investment grade U.S. senior secured other forms of information technology. Eagle Point Credit Partners LP (‘‘EPCP’’), loans. The board of directors of EPCC is Consideration will be given to Eagle Point Credit GP I LP (‘‘General currently comprised of six directors, comments and suggestions submitted in Partner’’), Eagle Point Credit Company four of whom are not ‘‘interested writing within 30 days of this Sub LLC (‘‘EPCC Sub’’), Eagle Point persons,’’ within the meaning of section publication. Credit Partners Sub Ltd. (‘‘EPCP Sub’’), tkelley on DSK3SPTVN1PROD with NOTICES 2(a)(19) of the Act (the ‘‘Non-Interested An agency may not conduct or and Eagle Point Credit Partners Sub III Directors’’), of EPCC. sponsor, and a person is not required to Ltd. (‘‘EPCP Sub III’’). 2. EPCP is a Cayman Islands DATES: Filing Dates: The application was exempted limited partnership that 2 20,000 (number of issuers) × .65 (percentage of issuers that may use designated agents) × $750 filed on July 10, 2014, and amended on would be an investment company under (estimated average annual cost for issuer’s use of November 20, 2014 and January 30, the 1940 Act but for Section 3(c)(7) of designated agent) = $9,750,000. 2015. the 1940 Act. EPCP’s investment VerDate Sep<11>2014 17:31 Feb 23, 2015 Jkt 235001 PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 E:\FR\FM\24FEN1.SGM 24FEN1

9760 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices objectives and strategies are equivalent, (‘‘Follow-On Investments’’). ‘‘Co- consideration, any proposed use of a in all material respects, to EPCC’s Investment Transaction’’ means any Wholly-Owned Investment Sub in the Objectives and Strategies.1 The General transaction in which a Regulated Fund Regulated Fund’s place. If the Regulated Partner has ultimate responsibility for (or its Wholly-Owned Investment Sub, Fund proposes to participate in the the management of EPCP. as defined below) participates together same Co-Investment Transaction with 3. Each of EPCP Sub and EPCP Sub with one or more other Regulated Funds any of its Wholly-Owned Investment III is a Cayman Islands exempted and/or one or more Affiliated Funds in Subs, the Board will also be informed company. EPCP Sub is a direct, wholly- reliance on the requested Order. of, and take into consideration, the owned special purpose subsidiary of ‘‘Potential Co-Investment Transaction’’ relative participation of the Regulated EPCP. EPCP Sub III is a direct, wholly- means any investment opportunity in Fund and the Wholly-Owned owned special purpose subsidiary of which a Regulated Fund (or its Wholly- Investment Sub. EPCC Sub is a EPCP Sub. EPCP Sub and EPCP Sub III Owned Investment Sub, as defined Delaware limited liability company and are each excluded from registration as below) could not participate together is a Wholly-Owned Investment Sub of an investment company under Section with one or more Affiliated Funds and/ EPCC. 3(c)(7) of the 1940 Act. All investment or one or more other Regulated Funds 7. When considering Potential Co- decisions relating to the assets held at without obtaining and relying on the Investment Transactions for any EPCP Sub and EPCP Sub III are made by Order.5 Regulated Fund, the applicable Adviser EPCM as investment adviser to EPCP. 6. Applicants state that a Regulated will consider only the Objectives and 4. EPCM is a Delaware limited Fund may, from time to time, form one Strategies, investment policies, liability company registered as an or more Wholly-Owned Investment investment positions, capital available investment adviser under the Subs.6 Such a subsidiary would be for investment, and other pertinent Investment Advisers Act of 1940 (the prohibited from investing in a Co- factors applicable to that Regulated ‘‘Advisers Act’’). EPCM serves as the Investment Transaction with any Fund. Due to the similarity in investment adviser to EPCC and EPCP. Affiliated Fund or Regulated Fund Objectives and Strategies of certain 5. Applicants seek an order (‘‘Order’’) because it would be a company Regulated Funds with the investment to permit one or more Regulated Funds 2 controlled by its parent Regulated Fund objectives, policies and strategies of and/or one or more Affiliated Funds 3 to for purposes of rule 17d–1. Applicants certain Affiliated Funds, the Adviser participate in the same investment request that each Wholly-Owned expects that investments for a Regulated opportunities through a proposed co- Investment Sub be permitted to Fund should also generally be investment program (the ‘‘Co- participate in Co-Investment appropriate investments for one or more Investment Program’’) where such Transactions in lieu of its parent other Regulated Funds and/or one or participation would otherwise be Regulated Fund and that the Wholly- more Affiliated Funds, with certain prohibited under rule 17d–1 by (a) co- Owned Investment Sub’s participation exceptions based on available capital or investing with each other in securities in any such transaction be treated, for diversification.7 issued by issuers in private placement purposes of the requested order, as 8. Other than pro rata dispositions transactions in which an Adviser though the parent Regulated Fund were and Follow-On Investments as provided negotiates terms in addition to price; 4 participating directly. Applicants in conditions 7 and 8, and after making and (b) making additional investments represent that this treatment is justified the determinations required in in securities of such issuers, including because a Wholly-Owned Investment conditions 1 and 2(a), the Adviser will through the exercise of warrants, Sub would have no purpose other than present each Potential Co-Investment conversion privileges, and other rights serving as a holding vehicle for the Transaction and the proposed allocation to purchase securities of the issuers Regulated Fund’s investments and, to the directors of the Board eligible to therefore, no conflicts of interest could vote under section 57(o) of the Act 1 ‘‘Objectives and Strategies’’ means a Regulated arise between the Regulated Fund and (‘‘Eligible Directors’’), and the ‘‘required Fund’s (as defined below) investment objectives the Wholly-Owned Investment Sub. The majority,’’ as defined in section 57(o) of and strategies, as described in the Regulated Fund’s Regulated Fund’s Board would make all the Act (‘‘Required Majority’’) 8 will registration statement on Form N–2, other filings approve each Co-Investment the Regulated Fund has made with the Commission relevant determinations under the under the Securities Act of 1933 (the ‘‘Securities conditions with regard to a Wholly- Transaction prior to any investment by Act’’), or under the Securities Exchange Act of Owned Investment Sub’s participation the participating Regulated Fund. 1934, and the Regulated Fund’s reports to in a Co-Investment Transaction, and the 9. With respect to the pro rata shareholders. dispositions and Follow-On Investments 2 ‘‘Regulated Fund’’ means EPCC and any Future Regulated Fund’s Board would be Regulated Fund. ‘‘Future Regulated Fund’’ means informed of, and take into provided in conditions 7 and 8, a any closed-end management investment company Regulated Fund may participate in a pro (a) that is registered under the Act, (b) whose 5 All existing entities that currently intend to rely rata disposition or Follow-On investment adviser is an Adviser, and (c) that upon the requested Order have been named as Investment without obtaining prior intends to participate in the Co-Investment applicants. Any other existing or future entity that Program. The term ‘‘Adviser’’ means (a) EPCM and approval of the Required Majority if, subsequently relies on the Order will comply with (b) any future investment adviser that controls, is the terms and conditions of the application. among other things: (i) The proposed controlled by or is under common control with 6 The term ‘‘Wholly-Owned Investment Sub’’ participation of each Regulated Fund EPCM and is registered as an investment adviser means an entity (i) that is wholly-owned by a and Affiliated Fund in such disposition under the Advisers Act. Regulated Fund (with the Regulated Fund at all 3 ‘‘Affiliated Fund’’ means any of EPCP and any is proportionate to its outstanding times holding, beneficially and of record, 100% of Future Affiliated Fund. ‘‘Future Affiliated Fund’’ the voting and economic interests); (ii) whose sole investments in the issuer immediately means any entity (a) whose investment adviser is business purpose is to hold one or more tkelley on DSK3SPTVN1PROD with NOTICES an Adviser, (b) that would be an investment investments and issue debt on behalf of the 7 The Regulated Funds, however, will not be company but for section 3(c)(1) or 3(c)(7) of the Act, Regulated Fund; (iii) with respect to which the obligated to invest, or co-invest, when investment and (c) that intends to participate in the Co- Regulated Fund’s board of directors or trustees has opportunities are referred to them. Investment Program. the sole authority to make all determinations with 8 Although each Regulated Fund will be a 4 The term ‘‘private placement transactions’’ respect to the entity’s participation under the registered closed-end fund, the Board members that means transactions in which the offer and sale of conditions of the application; and (iv) that would make up the Required Majority will be determined securities by the issuer are exempt from registration be an investment company but for section 3(c)(1) or as if the Regulated Fund were a BDC subject to under the Securities Act. 3(c)(7) of the Act. section 57(o). VerDate Sep<11>2014 17:31 Feb 23, 2015 Jkt 235001 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 E:\FR\FM\24FEN1.SGM 24FEN1

Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9761 preceding the disposition or Follow-On Fund that falls within a Regulated (B) the Regulated Fund’s then-current Investment, as the case may be; and (ii) Fund’s then-current Objectives and Objectives and Strategies; the Board of the Regulated Fund has Strategies, the Regulated Fund’s Adviser (iii) the investment by any other approved that Regulated Fund’s will make an independent Regulated Funds or Affiliated Funds participation in pro rata dispositions determination of the appropriateness of would not disadvantage the Regulated and Follow-On Investments as being in the investment for such Regulated Fund Fund, and participation by the the best interests of the Regulated Fund. in light of the Regulated Fund’s then- Regulated Fund would not be on a basis If the Board does not so approve, any current circumstances. different from or less advantageous than such disposition or Follow-On 2.(a) If the Adviser deems a Regulated that of other Regulated Funds or Investment will be submitted to the Fund’s participation in any Potential Affiliated Funds; provided that, if any Regulated Fund’s Eligible Directors. The Co-Investment Transaction to be other Regulated Fund or Affiliated Board of any Regulated Fund may at any appropriate for the Regulated Fund, it Fund, but not the Regulated Fund itself, time rescind, suspend or qualify its will then determine an appropriate level gains the right to nominate a director for approval of pro rata dispositions and of investment for the Regulated Fund. election to a portfolio company’s board Follow-On Investments with the result (b) If the aggregate amount of directors, the right to have a board that all dispositions and/or Follow-On recommended by the applicable Adviser observer or any similar right to Investments must be submitted to the to be invested by the applicable participate in the governance or Eligible Directors. Regulated Fund in the Potential Co- management of the portfolio company, 10. No Non-Interested Director of a Investment Transaction, together with such event shall not be interpreted to Regulated Fund will have a financial the amount proposed to be invested by prohibit the Required Majority from interest in any Co-Investment the other participating Regulated Funds reaching the conclusions required by Transaction, other than through share and Affiliated Funds, collectively, in the this condition (2)(c)(iii), if: ownership in one of the Regulated same transaction, exceeds the amount of (A) The Eligible Directors will have Funds. the investment opportunity, the the right to ratify the selection of such Applicants’ Legal Analysis investment opportunity will be director, board observer or participant, allocated among them pro rata based on if any; 1. Section 17(d) of the Act and rule each participant’s ‘‘capital available for (B) the applicable Adviser agrees to, 17d–1 under the Act prohibit affiliated investment’’ in the asset class being and does, provide periodic reports to persons of a registered investment allocated, up to the amount proposed to the Regulated Fund’s Board with respect company from participating in joint be invested by each. The applicable to the actions of such director or the transactions with the company unless Adviser will provide the Eligible information received by such board the Commission has granted an order Directors of each participating observer or obtained through the permitting such transactions. In passing Regulated Fund with information exercise of any similar right to upon applications under rule 17d–1, the concerning each participating party’s participate in the governance or Commission considers whether the available capital to assist the Eligible management of the portfolio company; company’s participation in the joint Directors with their review of the and transaction is consistent with the Regulated Fund’s investments for (C) any fees or other compensation provisions, policies, and purposes of the compliance with these allocation that any Affiliated Fund or any Act and the extent to which such procedures. Regulated Fund or any affiliated person participation is on a basis different from (c) After making the determinations of any Affiliated Fund or any Regulated or less advantageous than that of other required in conditions 1 and 2(a), the Fund receives in connection with the participants. 2. Applicants state that in the absence applicable Adviser will distribute right of an Affiliated Fund or a of the requested relief, a Regulated Fund written information concerning the Regulated Fund to nominate a director would be, in some circumstances, Potential Co-Investment Transaction or appoint a board observer or otherwise limited in its ability to participate in (including the amount proposed to be to participate in the governance or attractive and appropriate investment invested by each participating Regulated management of the portfolio company opportunities. Applicants believe that Fund and Affiliated Fund) to the will be shared proportionately among the proposed terms and conditions will Eligible Directors of each participating the participating Affiliated Funds (who ensure that the Co-Investment Regulated Fund for their consideration. each may, in turn, share its portion with Transactions are consistent with the A Regulated Fund will co-invest with its affiliated persons) and the protection of each Regulated Fund’s one or more other Regulated Funds and/ participating Regulated Funds in shareholders and with the purposes or one or more Affiliated Funds only if, accordance with the amount of each intended by the policies and provisions prior to the Regulated Fund’s party’s investment; and of the Act. Applicants state that the participation in the Potential Co- (iv) the proposed investment by the Regulated Funds’ participation in the Investment Transaction, a Required Regulated Fund will not benefit the Co-Investment Transactions will be Majority concludes that: Adviser, the Affiliated Funds or the consistent with the provisions, policies, (i) The terms of the Potential Co- other Regulated Funds or any affiliated and purposes of the Act and on a basis Investment Transaction, including the person of any of them (other than the that is not different from or less consideration to be paid, are reasonable parties to the Co-Investment advantageous than that of other and fair to the Regulated Fund and its Transaction), except (A) to the extent participants. shareholders and do not involve permitted by condition 13, (B) to the tkelley on DSK3SPTVN1PROD with NOTICES overreaching in respect of the Regulated extent permitted by section 17(e) of the Applicants’ Conditions Fund or its shareholders on the part of Act, (C) indirectly, as a result of an Applicants agree that the Order will any person concerned; interest in the securities issued by one be subject to the following conditions: (ii) the Potential Co-Investment of the parties to the Co-Investment 1. Each time an Adviser considers a Transaction is consistent with: Transaction, or (D) in the case of fees or Potential Co-Investment Transaction for (A) The interests of the shareholders other compensation described in an Affiliated Fund or another Regulated of the Regulated Fund; and condition 2(c)(iii)(C). VerDate Sep<11>2014 17:31 Feb 23, 2015 Jkt 235001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\24FEN1.SGM 24FEN1

9762 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 3. Each Regulated Fund has the right (b) Each Regulated Fund will have the Adviser will provide its written to decline to participate in any Potential right to participate in such disposition recommendation as to the Regulated Co-Investment Transaction or to invest on a proportionate basis, at the same Fund’s participation to the Eligible less than the amount proposed. price and on the same terms and Directors, and the Regulated Fund will 4. The applicable Adviser will present conditions as those applicable to the participate in such Follow-On to the Board of each Regulated Fund, on participating Affiliated Funds and Investment solely to the extent that a a quarterly basis, a record of all Regulated Funds. Required Majority determines that it is investments in Potential Co-Investment (c) A Regulated Fund may participate in the Regulated Fund’s best interests. Transactions made by any of the other in such disposition without obtaining (c) If, with respect to any Follow-On Regulated Funds or Affiliated Funds prior approval of the Required Majority Investment: during the preceding quarter that fell if: (i) The proposed participation of each (i) The amount of the opportunity is within the Regulated Fund’s then- Regulated Fund and each Affiliated not based on the Regulated Funds’ and current Objectives and Strategies that Fund in such disposition is the Affiliated Funds’ outstanding were not made available to the proportionate to its outstanding investments immediately preceding the Regulated Fund, and an explanation of investments in the issuer immediately Follow-On Investment; and why the investment opportunities were preceding the disposition; (ii) the Board (ii) the aggregate amount not offered to the Regulated Fund. All of the Regulated Fund has approved as recommended by the Adviser to be information presented to the Board being in the best interests of the invested by each Regulated Fund in the pursuant to this condition will be kept Regulated Fund the ability to participate Follow-On Investment, together with for the life of the Regulated Fund and in such dispositions on a pro rata basis the amount proposed to be invested by at least two years thereafter, and will be (as described in greater detail in the the participating Affiliated Funds in the subject to examination by the application); and (iii) the Board of the same transaction, exceeds the amount of Commission and its staff. Regulated Fund is provided on a the opportunity; then the amount 5. Except for Follow-On Investments quarterly basis with a list of all invested by each such party will be made in accordance with condition 8,9 dispositions made in accordance with allocated among them pro rata based on a Regulated Fund will not invest in this condition. In all other cases, the each participant’s ‘‘capital available for reliance on the Order in any issuer in Adviser will provide its written investment’’ in the asset class being which another Regulated Fund, recommendation as to the Regulated allocated, up to the amount proposed to Affiliated Fund, or any affiliated person Fund’s participation to the Eligible be invested by each. of another Regulated Fund or Affiliated Directors, and the Regulated Fund will (d) The acquisition of Follow-On Fund is an existing investor. participate in such disposition solely to Investments as permitted by this 6. A Regulated Fund will not the extent that a Required Majority condition will be considered a Co- participate in any Potential Co- determines that it is in the Regulated Investment Transaction for all purposes Investment Transaction unless the Fund’s best interests. (d) Each Affiliated Fund and each and subject to the other conditions set terms, conditions, price, class of forth in the application. securities to be purchased, settlement Regulated Fund will bear its own expenses in connection with any such 9. Each Regulated Fund will maintain date, and registration rights will be the the records required by section 57(f)(3) same for each participating Regulated disposition. 8.(a) If any Affiliated Fund or any of the Act as if each of the Regulated Fund and Affiliated Fund. The grant to Funds was a business development Regulated Fund desires to make a an Affiliated Fund or another Regulated company and each of the investments Follow-On Investment in a portfolio Fund, but not the Regulated Fund, of permitted under these conditions was company whose securities were the right to nominate a director for approved by the Required Majority acquired in a Co-Investment election to a portfolio company’s board under section 57(f). Transaction, the applicable Adviser of directors, the right to have an 10. The Non-Interested Directors of will: observer on the board of directors or (i) Notify each Regulated Fund that each Regulated Fund will be provided similar rights to participate in the participated in the Co-Investment quarterly for review all information governance or management of a Transaction of the proposed transaction concerning Potential Co-Investment portfolio company will not be at the earliest practical time; and Transactions and Co-Investment interpreted so as to violate this (ii) formulate a recommendation as to Transactions, including investments condition 6, if conditions 2(c)(iii)(A), (B) the proposed participation, including made by other Regulated Funds or and (C) are met. the amount of the proposed Follow-On Affiliated Funds that the Regulated 7. (a) If any Affiliated Fund or any Investment, by each Regulated Fund. Fund considered but declined to Regulated Fund elects to sell, exchange (b) A Regulated Fund may participate participate in, so that the Non-Interested or otherwise dispose of an interest in a in such Follow-On Investment without Directors may determine whether all security that was acquired in a Co- obtaining prior approval of the Required investments made during the preceding Investment Transaction, the applicable Majority if: (i) The proposed quarter, including those investments Adviser will: participation of each Regulated Fund that the Regulated Fund considered but (i) Notify each Regulated Fund that and each Affiliated Fund in such declined to participate in, comply with participated in the Co-Investment investment is proportionate to its the conditions of the Order. In addition, Transaction of the proposed disposition outstanding investments in the issuer the Non-Interested Directors will at the earliest practical time; and immediately preceding the Follow-On consider at least annually the continued (ii) formulate a recommendation as to tkelley on DSK3SPTVN1PROD with NOTICES Investment; and (ii) the Board of the appropriateness for the Regulated Fund participation by each Regulated Fund in Regulated Fund has approved as being of participating in new and existing Co- the disposition. in the best interests of the Regulated Investment Transactions. 9 This exception applies only to Follow-On Fund the ability to participate in 11. No Non-Interested Director of a Investments by a Regulated Fund in issuers in Follow-On Investments on a pro rata Regulated Fund will also be a director, which that Regulated Fund already holds basis (as described in greater detail in general partner, managing member or investments. the application). In all other cases, the principal, or otherwise an ‘‘affiliated VerDate Sep<11>2014 17:31 Feb 23, 2015 Jkt 235001 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 E:\FR\FM\24FEN1.SGM 24FEN1

Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9763 person’’ (as defined in the Act) of an SECURITIES AND EXCHANGE hearing on the matter, the reason for the Affiliated Fund. COMMISSION request, and the issues contested. 12. The expenses, if any, associated Persons who wish to be notified of a [Investment Company Act Release No. with acquiring, holding or disposing of hearing may request notification by 31458; 812–14341] writing to the Commission’s Secretary. any securities acquired in a Co- Investment Transaction (including, Realty Capital Income Funds Trust, et ADDRESSES: Secretary, U.S. Securities without limitation, the expenses of the al.; Notice of Application and Exchange Commission, 100 F Street distribution of any such securities NE., Washington, DC 20549–1090. February18, 2015. Applicants, 405 Park Avenue, 15th registered for sale under the 1933 Act) AGENCY: Securities and Exchange Floor, New York, NY 10022. will, to the extent not payable by the Commission (‘‘Commission’’). FOR FURTHER INFORMATION CONTACT: Adviser under its respective investment ACTION: Notice of an application for an Emerson S. Davis, Senior Counsel, at advisory agreements with Affiliated order under section 12(d)(1)(J) of the (202) 551–6868, or Daniele Marchesani, Funds and the Regulated Funds, be Investment Company Act of 1940 (the Branch Chief, at (202) 551–6821 shared by the Regulated Funds and the ‘‘1940 Act’’) for exemptions from (Division of Investment Management, Affiliated Funds in proportion to the sections 12(d)(1)(A), (B), and (C) of the Chief Counsel’s Office). relative amounts of the securities held 1940 Act, under sections 6(c) and 17(b) SUPPLEMENTARY INFORMATION: The or to be acquired or disposed of, as the of the 1940 Act for an exemption from following is a summary of the case may be. section 17(a) of the 1940 Act, and under application. The complete application 13. Any transaction fee (including, section 6(c) of the 1940 Act for an may be obtained via the Commission’s without limitation, break-up or exemption from rule 12d1–2(a) under Web site by searching for the file commitment fees but excluding broker’s the 1940 Act. number, or for an applicant using the fees contemplated by section 17(e) of ‘‘Company’’ name box, at http:// the Act), received in connection with a SUMMARY: Summary of the Application: www.sec.gov/search/search.htm or by Co-Investment Transaction will be Applicants request an order that would calling (202) 551–8090. (a) permit certain registered open-end distributed to the participating management investment companies that Applicants’ Representations Regulated Funds and Affiliated Funds operate as ‘‘funds of funds’’ to acquire 1. The Trust is an open-end on a pro rata basis based on the amounts shares of certain registered open-end management company registered under they invested or committed, as the case management investment companies, may be, in such Co-Investment the 1940 Act and organized as a registered closed-end management Delaware statutory trust. The Trust has Transaction. If any transaction fee is to investment companies, ‘‘business be held by the Adviser pending multiple series which pursue distinct development companies,’’ as defined by investment objectives and strategies.1 consummation of the transaction, the section 2(a)(48) of the 1940 Act, and 2. The Adviser, a Delaware limited fee will be deposited into an account registered unit investment trusts that are liability company, is a registered maintained by the Adviser at a bank or within or outside the same group of investment adviser under the banks having the qualifications investment companies as the acquiring Investment Advisers Act of 1940 and prescribed in section 26(a)(1) of the Act, investment companies and (b) permit serves as the investment adviser to each and the account will earn a competitive certain registered open-end management of the Funds of Funds (as defined rate of interest that will also be divided investment companies relying on rule below).2 The Distributor is a Broker (as pro rata among the participating 12d1–2 under the 1940 Act to invest in defined below) and serves as the Regulated Funds and Affiliated Funds certain financial instruments. existing Funds’ principal underwriter based on the amounts they invest in Applicants: Realty Capital Income and distributor. such Co-Investment Transaction. None Funds Trust (‘‘Trust’’), National Fund 3. Applicants request relief to the of the Affiliated Funds, the Adviser, the Advisors, LLC (‘‘Adviser’’), and Realty extent necessary to permit: (a) A Fund other Regulated Funds or any affiliated Capital Securities, LLC (the (each, a ‘‘Fund of Funds,’’ and person of the Regulated Funds or ‘‘Distributor’’). collectively, the ‘‘Funds of Funds’’) to Affiliated Funds will receive additional DATES: Filing Dates: The application compensation or remuneration of any was filed on August 1, 2014, and 1 The applicants request that the order apply not kind as a result of or in connection with only to any existing series of the Trust, but that the amended on December 3, 2014 and on order also extend to any future series of the Trust, a Co-Investment Transaction (other than February 6, 2015. and any other existing or future registered open-end (a) in the case of the Regulated Funds Hearing or Notification of Hearing: An management investment companies and any series and the Affiliated Funds, the pro rata order granting the requested relief will thereof that are, or may in the future be, advised by the Adviser or any other investment adviser transaction fees described above and be issued unless the Commission orders controlling, controlled by, or under common fees or other compensation described in a hearing. Interested persons may control with the Adviser (included in the term condition 2(c)(iii)(C); and (b) in the case request a hearing by writing to the ‘‘Adviser’’) and that are part of the same group of of the Adviser, investment advisory fees Commission’s Secretary and serving investment companies, as defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of paid in accordance with the agreement applicants with a copy of the request, 1940, as amended (the ‘‘1940 Act’’), as the Trust between the Adviser and the Regulated personally or by mail. Hearing requests (together with the existing series of the Trust, each Fund or Affiliated Fund. should be received by the Commission series a ‘‘Fund,’’ and collectively, the ‘‘Funds’’). All by 5:30 p.m. on March 16, 2015, and entities that currently intend to rely on the For the Commission, by the Division of requested order are named as applicants. Any other tkelley on DSK3SPTVN1PROD with NOTICES Investment Management, under delegated should be accompanied by proof of entity that relies on the order in the future will authority. service on applicants, in the form of an comply with the terms and conditions of the affidavit or, for lawyers, a certificate of application. Brent J. Fields, 2 All references to the term ‘‘Adviser’’ include service. Pursuant to rule 0–5 under the Secretary. successors-in-interest to the Adviser. A successor- Act, hearing requests should state the in-interest is limited to an entity that results from [FR Doc. 2015–03653 Filed 2–23–15; 8:45 am] nature of the writer’s interest, any facts a reorganization into another jurisdiction or a BILLING CODE 8011–01–P bearing upon the desirability of a change in the type of business organization. VerDate Sep<11>2014 17:31 Feb 23, 2015 Jkt 235001 PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 E:\FR\FM\24FEN1.SGM 24FEN1


Document Created: 2015-12-18 13:23:36
Document Modified: 2015-12-18 13:23:36
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of application for an order under section 17(d) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 under the Act to permit certain joint transactions otherwise prohibited by section 17(d) of the Act and rule 17d-1 under the Act.
ContactVanessa M. Meeks, Senior Counsel, or Melissa R. Harke, Branch Chief, at (202) 551-6825 (Chief Counsel's Office, Division of Investment Management).
FR Citation80 FR 9759 
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