82_FR_5634 82 FR 5623 - Owl Rock Capital Corporation, et al.; Notice of Application

82 FR 5623 - Owl Rock Capital Corporation, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 11 (January 18, 2017)

Page Range5623-5627
FR Document2017-00963

Federal Register, Volume 82 Issue 11 (Wednesday, January 18, 2017) 
[Federal Register Volume 82, Number 11 (Wednesday, January 18, 2017)]
[Notices]
[Pages 5623-5627]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-00963]



[[Page 5623]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32422; File No. 812-14568]


Owl Rock Capital Corporation, et al.; Notice of Application

January 11, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of application for an order under sections 17(d) and 
57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-
1 under the Act permitting certain joint transactions otherwise 
prohibited by sections 17(d) and 57(a)(4) of the Act and under rule 
17d-1 under the Act.

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Summary of Application:  Applicants request an order to permit certain 
business development companies (each, a ``BDC'') and certain closed-end 
investment companies to co-invest in portfolio companies with each 
other and with affiliated investment funds.

Applicants:  Owl Rock Capital Corporation (the ``Company''); Owl Rock 
Capital Corporation II (``BDC II'' and together with the Company, the 
``Existing Regulated Funds''); and Owl Rock Capital Advisors LLC (``Owl 
Rock Adviser'').

Filing Dates:  The application was filed on October 19, 2015, and 
amended on March 9, 2016, and December 7, 2016.

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 February 6, 2017, 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 
St. NE., Washington, DC 20549-1090. Applicants: Alan Kirshenbaum, Owl 
Rock Capital Corporation, 245 Park Avenue, 41st Floor, New York, NY 
10167.

FOR FURTHER INFORMATION CONTACT:  Kieran G. Brown, Senior Counsel, at 
(202) 551-6773 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 http://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants' Representations
    1. The Company, a Maryland corporation, is organized as a closed-
end management investment company that has elected to be regulated as a 
BDC under section 54(a) of the Act.\1\ Applicants state that the 
Company seeks to generate current income, and to a lesser extent, 
capital appreciation by targeting investment opportunities with 
favorable risk adjusted returns.
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    \1\ Section 2(a)(48) defines a BDC to be any closed-end 
investment company that operates for the purpose of making 
investments in securities described in sections 55(a)(1) through 
55(a)(3) of the Act and makes available significant managerial 
assistance with respect to the issuers of such securities.
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    2. BDC II, a Maryland corporation, was organized on October 15, 
2015, for the purpose of operating as an externally managed, closed-end 
management investment company which will elect to be regulated as a BDC 
under section 54(a) of the Act. Applicants state that BDC II seeks to 
generate current income, and to a lesser extent, capital appreciation 
by targeting investment opportunities with favorable risk adjusted 
returns.
    3. Owl Rock Adviser, a Delaware limited liability company, is 
registered with the Commission as an investment adviser under the 
Investment Advisers Act of 1940 (the ``Advisers Act''). Owl Rock 
Adviser serves as investment adviser to the Company and will serve as 
investment adviser to BDC II.
    4. 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 section 57(a)(4) and 
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) 
participated 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) 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 any of the Existing Regulated Funds 
and any Future Regulated Fund. ``Future Regulated Fund'' means any 
closed-end management investment company (a) that is registered 
under the Act or has elected to be regulated as BDC, (b) whose 
investment adviser is an Adviser, and (c) that intends to 
participate in the Co-Investment Program. The term ``Adviser'' means 
(a) Owl Rock Adviser and (b) any future investment adviser that 
controls, is controlled by, or is under common control with Owl Rock 
Adviser and is registered as an investment adviser under the 
Advisers Act.
    \3\ ``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 of 1933 (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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    5. Applicants state any of the Regulated Funds may, from time to 
time, form one or more Wholly-Owned Investment Subs.\6\ A Wholly-Owned 
Investment Sub 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 
section 57(a)(4) and 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

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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.
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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 on behalf of the Regulated Fund; (iii) with 
respect to which the board of directors of the Regulated Fund (the 
``Board'') 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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    6. 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 as described in the application 
(``Available Capital''), and other pertinent factors applicable to that 
Regulated Fund.\7\ The Board of each Regulated Fund, including the 
directors that are not ``interested persons'' within the meaning of 
section 2(a)(19) of the Act (the ``Non-Interested Directors''), has (or 
will have prior to relying on the requested Order) determined that it 
is in the best interests of the Regulated Fund to participate in Co-
Investment Transactions.\8\
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    \7\ ``Objectives and Strategies'' means a Regulated Fund's 
investment objectives and strategies, as described in the Regulated 
Fund's registration statement on Form N-2 or Form 10, as applicable, 
other filings the Regulated Fund has made with the Commission under 
the Securities Act, or under the Securities Exchange Act of 1934, 
and the Regulated Fund's reports to shareholders.
    \8\ The Regulated Funds, however, will not be obligated to 
invest, or co-invest, when investment opportunities are referred to 
them.
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    7. 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'') \9\ will approve each 
Co-Investment Transaction prior to any investment by the participating 
Regulated Fund.
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    \9\ In the case of a Regulated Fund that is 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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    8. 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 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.
    9. 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.
    10. If an Adviser or its principal owners (the ``Principals''), or 
any person controlling, controlled by, or under common control with an 
Adviser or the Principals, and the Affiliated Funds (collectively, the 
``Holders'') own in the aggregate more than 25 percent of the 
outstanding voting shares of a Regulated Fund (the ``Shares''), then 
the Holders will vote such Shares as required under condition 14. 
Applicants believe that this condition will ensure that the Non-
Interested Directors will act independently in evaluating the Co-
Investment Program, because the ability of an Adviser or the Principals 
to influence the Non-Interested Directors by a suggestion, explicit or 
implied, that the Non-Interested Directors can be removed if desired by 
the Holders will be limited significantly. The Non-Interested Directors 
will evaluate and approve any such independent party, taking into 
account its qualifications, reputation for independence, cost to the 
shareholders, and other factors that they deem relevant.
Applicants' Legal Analysis
    1. Section 57(a)(4) of the Act prohibits certain affiliated persons 
of a BDC from participating in joint transactions with the BDC or a 
company controlled by a BDC in contravention of rules as prescribed by 
the Commission. Under section 57(b)(2) of the Act, any person who is 
directly or indirectly controlling, controlled by, or under common 
control with a BDC is subject to section 57(a)(4). Applicants submit 
that each of the Regulated Funds and Affiliated Funds could be deemed 
to be a person related to each Regulated Fund in a manner described by 
section 57(b) by virtue of being under common control. Section 57(i) of 
the Act provides that, until the Commission prescribes rules under 
section 57(a)(4), the Commission's rules under section 17(d) of the Act 
applicable to registered closed-end investment companies will be deemed 
to apply to transactions subject to section 57(a)(4). Because the 
Commission has not adopted any rules under section 57(a)(4), rule 17d-1 
also applies to joint transactions with Regulated Funds that are BDCs. 
Section 17(d) of the Act and rule 17d-1 under the Act are applicable to 
Regulated Funds that are registered closed-end investment companies.
    2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
affiliated persons of a registered investment company from 
participating in joint transactions with the company unless the 
Commission has granted an order permitting such transactions. In 
passing upon applications under rule 17d-1, the Commission considers 
whether the company's participation in the joint transaction is 
consistent with the provisions, policies, and purposes of the Act and 
the extent to which such participation is on a basis different from or 
less advantageous than that of other participants.
    3. Applicants state that in the absence of the requested relief, 
the Regulated Funds would be, in some circumstances, limited in their 
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,

[[Page 5625]]

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 Available Capital, 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 or the right to 
have a board observer or any similar right to participate in the 
governance or management of the portfolio company, such event shall not 
be interpreted to prohibit the 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 or board observer, 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 the 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 Advisers, 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) or 57(k) of 
the Act, as applicable, (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).
    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,\10\ 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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    \10\ 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 the 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 Advisers will:

[[Page 5626]]

    (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 Advisers 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 applicable Adviser to 
be invested by the applicable Regulated Fund in the Follow-On 
Investment, 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; then the investment opportunity will be allocated among 
them pro rata based on each participant's Available Capital, up to the 
maximum 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 this 
application.
    9. 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.
    10. Each Regulated Fund will maintain the records required by 
section 57(f)(3) of the Act as if each of the Regulated Funds were a 
BDC and each of the investments permitted under these conditions were 
approved by the Required Majority under section 57(f) of the Act.
    11. No Non-Interested Director of a Regulated Fund will also be a 
director, general partner, managing member or principal, or otherwise 
an ``affiliated 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 Securities Act) will, to 
the extent not payable by the Advisers under their 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\11\ (including break-up or commitment fees 
but excluding broker's fees contemplated by section 17(e) or 57(k) of 
the Act, as applicable), 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 an Adviser pending 
consummation of the transaction, the fee will be deposited into an 
account maintained by such 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 Advisers, 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 an Adviser, investment advisory fees paid in accordance 
with the agreement

[[Page 5627]]

between the Adviser and the Regulated Fund or Affiliated Fund.
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    \11\ Applicants are not requesting and the staff is not 
providing any relief for transaction fees received in connection 
with any Co-Investment Transaction.
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    14. If the Holders own in the aggregate more than 25 percent of the 
Shares of a Regulated Fund, then the Holders will vote such Shares as 
directed by an independent third party when voting on (1) the election 
of directors; (2) the removal of one or more directors; or (3) any 
other matter under either the 1940 Act or applicable state law 
affecting the Board's composition, size or manner of election.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-00963 Filed 1-17-17; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 11 / Wednesday, January 18, 2017 / Notices 5623 SECURITIES AND EXCHANGE (202) 551–6773 or James M. Curtis, participate in the same investment COMMISSION Branch Chief, at (202) 551–6712 opportunities through a proposed co- (Division of Investment Management, investment program (the ‘‘Co- [Release No. IC–32422; File No. 812–14568] Chief Counsel’s Office). Investment Program’’) where such Owl Rock Capital Corporation, et al.; SUPPLEMENTARY INFORMATION: The participation would otherwise be Notice of Application following is a summary of the prohibited under section 57(a)(4) and application. The complete application rule 17d–1 by (a) co-investing with each January 11, 2017. may be obtained via the Commission’s other in securities issued by issuers in AGENCY: Securities and Exchange Web site by searching for the file private placement transactions in which Commission (‘‘Commission’’). number, or for an applicant using the an Adviser negotiates terms in addition ACTION: Notice of application for an Company name box, at http:// to price; 4 and (b) making additional order under sections 17(d) and 57(i) of www.sec.gov/search/search.htm or by investments in securities of such the Investment Company Act of 1940 calling (202) 551–8090. issuers, including through the exercise (the ‘‘Act’’) and rule 17d–1 under the of warrants, conversion privileges, and Applicants’ Representations other rights to purchase securities of the Act permitting certain joint transactions otherwise prohibited by sections 17(d) 1. The Company, a Maryland issuers (‘‘Follow-On Investments’’). ‘‘Co- and 57(a)(4) of the Act and under rule corporation, is organized as a closed- Investment Transaction’’ means any 17d-1 under the Act. end management investment company transaction in which a Regulated Fund that has elected to be regulated as a BDC (or its Wholly-Owned Investment Sub, SUMMARY OF APPLICATION: Applicants under section 54(a) of the Act.1 as defined below) participated together request an order to permit certain Applicants state that the Company seeks with one or more other Regulated Funds business development companies (each, to generate current income, and to a and/or one or more Affiliated Funds in a ‘‘BDC’’) and certain closed-end lesser extent, capital appreciation by reliance on the requested Order. investment companies to co-invest in targeting investment opportunities with ‘‘Potential Co-Investment Transaction’’ portfolio companies with each other and favorable risk adjusted returns. means any investment opportunity in 2. BDC II, a Maryland corporation, which a Regulated Fund (or its Wholly- with affiliated investment funds. was organized on October 15, 2015, for Owned Investment Sub) could not APPLICANTS: Owl Rock Capital the purpose of operating as an participate together with one or more Corporation (the ‘‘Company’’); Owl externally managed, closed-end Affiliated Funds and/or one or more Rock Capital Corporation II (‘‘BDC II’’ management investment company other Regulated Funds without and together with the Company, the which will elect to be regulated as a obtaining and relying on the Order.5 ‘‘Existing Regulated Funds’’); and Owl BDC under section 54(a) of the Act. 5. Applicants state any of the Rock Capital Advisors LLC (‘‘Owl Rock Applicants state that BDC II seeks to Regulated Funds may, from time to Adviser’’). generate current income, and to a lesser time, form one or more Wholly-Owned FILING DATES: The application was filed extent, capital appreciation by targeting Investment Subs.6 A Wholly-Owned on October 19, 2015, and amended on investment opportunities with favorable Investment Sub would be prohibited March 9, 2016, and December 7, 2016. risk adjusted returns. from investing in a Co-Investment HEARING OR NOTIFICATION OF HEARING: 3. Owl Rock Adviser, a Delaware Transaction with any Affiliated Fund or An order granting the requested relief limited liability company, is registered Regulated Fund because it would be a will be issued unless the Commission with the Commission as an investment company controlled by its parent orders a hearing. Interested persons may adviser under the Investment Advisers Regulated Fund for purposes of section request a hearing by writing to the Act of 1940 (the ‘‘Advisers Act’’). Owl 57(a)(4) and rule 17d–1. Applicants Commission’s Secretary and serving Rock Adviser serves as investment request that each Wholly-Owned applicants with a copy of the request, adviser to the Company and will serve Investment Sub be permitted to personally or by mail. Hearing requests as investment adviser to BDC II. participate in Co-Investment should be received by the Commission 4. Applicants seek an order (‘‘Order’’) Transactions in lieu of its parent by 5:30 p.m. on February 6, 2017, and to permit one or more Regulated Funds 2 Regulated Fund and that the Wholly- should be accompanied by proof of and/or one or more Affiliated Funds 3 to Owned Investment Sub’s participation service on applicants, in the form of an in any such transaction be treated, for 1 Section 2(a)(48) defines a BDC to be any closed- affidavit or, for lawyers, a certificate of end investment company that operates for the 4 The term ‘‘private placement transactions’’ service. Pursuant to rule 0–5 under the purpose of making investments in securities means transactions in which the offer and sale of Act, hearing requests should state the described in sections 55(a)(1) through 55(a)(3) of the securities by the issuer are exempt from registration nature of the writer’s interest, any facts Act and makes available significant managerial assistance with respect to the issuers of such under the Securities Act of 1933 (the ‘‘Securities bearing upon the desirability of a securities. Act’’). hearing on the matter, the reason for the 2 ‘‘Regulated Fund’’ means any of the Existing 5 All existing entities that currently intend to rely request, and the issues contested. Regulated Funds and any Future Regulated Fund. upon the requested Order have been named as ‘‘Future Regulated Fund’’ means any closed-end applicants. Any other existing or future entity that Persons who wish to be notified of a subsequently relies on the Order will comply with management investment company (a) that is hearing may request notification by registered under the Act or has elected to be the terms and conditions of the application. writing to the Commission’s Secretary. regulated as BDC, (b) whose investment adviser is 6 The term ‘‘Wholly-Owned Investment Sub’’ an Adviser, and (c) that intends to participate in the means an entity (i) that is wholly-owned by a ADDRESSES: Secretary, U.S. Securities Regulated Fund (with the Regulated Fund at all Co-Investment Program. The term ‘‘Adviser’’ means and Exchange Commission, 100 F St. (a) Owl Rock Adviser and (b) any future investment times holding, beneficially and of record, 100% of mstockstill on DSK3G9T082PROD with NOTICES NE., Washington, DC 20549–1090. adviser that controls, is controlled by, or is under the voting and economic interests); (ii) whose sole Applicants: Alan Kirshenbaum, Owl common control with Owl Rock Adviser and is business purpose is to hold one or more registered as an investment adviser under the investments on behalf of the Regulated Fund; (iii) Rock Capital Corporation, 245 Park Advisers Act. with respect to which the board of directors of the Avenue, 41st Floor, New York, NY 3 ‘‘Affiliated Fund’’ means any entity (a) whose Regulated Fund (the ‘‘Board’’) has the sole authority 10167. investment adviser is an Adviser, (b) that would be to make all determinations with respect to the an investment company but for section 3(c)(1) or entity’s participation under the conditions of the FOR FURTHER INFORMATION CONTACT: 3(c)(7) of the Act, and (c) that intends to participate application; and (iv) that would be an investment Kieran G. Brown, Senior Counsel, at in the Co-Investment Program. company but for section 3(c)(1) or 3(c)(7) of the Act. VerDate Sep<11>2014 17:41 Jan 17, 2017 Jkt 241001 PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 E:\FR\FM\18JAN1.SGM 18JAN1

5624 Federal Register / Vol. 82, No. 11 / Wednesday, January 18, 2017 / Notices purposes of the requested order, as the Act (‘‘Required Majority’’) 9 will reputation for independence, cost to the though the parent Regulated Fund were approve each Co-Investment shareholders, and other factors that they participating directly. Applicants Transaction prior to any investment by deem relevant. represent that this treatment is justified the participating Regulated Fund. 8. With respect to the pro rata Applicants’ Legal Analysis because a Wholly-Owned Investment Sub would have no purpose other than dispositions and Follow-On Investments 1. Section 57(a)(4) of the Act prohibits serving as a holding vehicle for the provided in conditions 7 and 8, a certain affiliated persons of a BDC from Regulated Fund’s investments and, Regulated Fund may participate in a pro participating in joint transactions with therefore, no conflicts of interest could rata disposition or Follow-On the BDC or a company controlled by a arise between the Regulated Fund and Investment without obtaining prior BDC in contravention of rules as the Wholly-Owned Investment Sub. The approval of the Required Majority if, prescribed by the Commission. Under Regulated Fund’s Board would make all among other things: (i) The proposed section 57(b)(2) of the Act, any person relevant determinations under the participation of each Regulated Fund who is directly or indirectly controlling, conditions with regard to a Wholly- and Affiliated Fund in such disposition controlled by, or under common control Owned Investment Sub’s participation is proportionate to its outstanding with a BDC is subject to section 57(a)(4). in a Co-Investment Transaction, and the investments in the issuer immediately Applicants submit that each of the Regulated Fund’s Board would be preceding the disposition or Follow-On Regulated Funds and Affiliated Funds informed of, and take into Investment, as the case may be; and (ii) could be deemed to be a person related consideration, any proposed use of a the Board of the Regulated Fund has to each Regulated Fund in a manner Wholly-Owned Investment Sub in the approved that Regulated Fund’s described by section 57(b) by virtue of Regulated Fund’s place. If the Regulated participation in pro rata dispositions being under common control. Section Fund proposes to participate in the and Follow-On Investments as being in 57(i) of the Act provides that, until the same Co-Investment Transaction with the best interests of the Regulated Fund. Commission prescribes rules under any of its Wholly-Owned Investment If the Board does not so approve, any section 57(a)(4), the Commission’s rules Subs, the Board will also be informed such disposition or Follow-On under section 17(d) of the Act of, and take into consideration, the Investment will be submitted to the applicable to registered closed-end relative participation of the Regulated Regulated Fund’s Eligible Directors. The investment companies will be deemed Fund and the Wholly-Owned Board of any Regulated Fund may at any to apply to transactions subject to Investment Sub. time rescind, suspend or qualify its section 57(a)(4). Because the 6. When considering Potential Co- approval of pro rata dispositions and Commission has not adopted any rules Investment Transactions for any Follow-On Investments with the result under section 57(a)(4), rule 17d–1 also Regulated Fund, the applicable Adviser that all dispositions and/or Follow-On applies to joint transactions with will consider only the Objectives and Investments must be submitted to the Regulated Funds that are BDCs. Section Strategies, investment policies, Eligible Directors. 17(d) of the Act and rule 17d–1 under investment positions, capital available 9. No Non-Interested Director of a the Act are applicable to Regulated for investment as described in the Regulated Fund will have a financial Funds that are registered closed-end application (‘‘Available Capital’’), and interest in any Co-Investment investment companies. other pertinent factors applicable to that Transaction, other than through share 2. Section 17(d) of the Act and rule Regulated Fund.7 The Board of each ownership in one of the Regulated 17d–1 under the Act prohibit affiliated Regulated Fund, including the directors Funds. persons of a registered investment that are not ‘‘interested persons’’ within 10. If an Adviser or its principal company from participating in joint the meaning of section 2(a)(19) of the owners (the ‘‘Principals’’), or any person transactions with the company unless Act (the ‘‘Non-Interested Directors’’), controlling, controlled by, or under the Commission has granted an order has (or will have prior to relying on the common control with an Adviser or the permitting such transactions. In passing requested Order) determined that it is in Principals, and the Affiliated Funds upon applications under rule 17d–1, the the best interests of the Regulated Fund (collectively, the ‘‘Holders’’) own in the Commission considers whether the to participate in Co-Investment aggregate more than 25 percent of the company’s participation in the joint Transactions.8 outstanding voting shares of a Regulated transaction is consistent with the 7. Other than pro rata dispositions Fund (the ‘‘Shares’’), then the Holders provisions, policies, and purposes of the and Follow-On Investments as provided will vote such Shares as required under Act and the extent to which such in conditions 7 and 8, and after making condition 14. Applicants believe that participation is on a basis different from the determinations required in this condition will ensure that the Non- or less advantageous than that of other conditions 1 and 2(a), the Adviser will Interested Directors will act participants. present each Potential Co-Investment independently in evaluating the Co- 3. Applicants state that in the absence Transaction and the proposed allocation Investment Program, because the ability of the requested relief, the Regulated to the directors of the Board eligible to of an Adviser or the Principals to Funds would be, in some vote under section 57(o) of the Act influence the Non-Interested Directors circumstances, limited in their ability to (‘‘Eligible Directors’’), and the ‘‘required by a suggestion, explicit or implied, that participate in attractive and appropriate majority,’’ as defined in section 57(o) of the Non-Interested Directors can be investment opportunities. Applicants removed if desired by the Holders will believe that the proposed terms and 7 ‘‘Objectives and Strategies’’ means a Regulated be limited significantly. The Non- conditions will ensure that the Co- Fund’s investment objectives and strategies, as Interested Directors will evaluate and Investment Transactions are consistent mstockstill on DSK3G9T082PROD with NOTICES described in the Regulated Fund’s registration statement on Form N–2 or Form 10, as applicable, approve any such independent party, with the protection of each Regulated other filings the Regulated Fund has made with the taking into account its qualifications, Fund’s shareholders and with the Commission under the Securities Act, or under the purposes intended by the policies and Securities Exchange Act of 1934, and the Regulated 9 In the case of a Regulated Fund that is a provisions of the Act. Applicants state Fund’s reports to shareholders. registered closed-end fund, the Board members that 8 The Regulated Funds, however, will not be make up the Required Majority will be determined that the Regulated Funds’ participation obligated to invest, or co-invest, when investment as if the Regulated Fund were a BDC subject to in the Co-Investment Transactions will opportunities are referred to them. section 57(o). be consistent with the provisions, VerDate Sep<11>2014 17:41 Jan 17, 2017 Jkt 241001 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 E:\FR\FM\18JAN1.SGM 18JAN1

Federal Register / Vol. 82, No. 11 / Wednesday, January 18, 2017 / Notices 5625 policies, and purposes of the Act and on shareholders and do not involve 57(k) of the Act, as applicable, (C) a basis that is not different from or less overreaching in respect of the Regulated indirectly, as a result of an interest in advantageous than that of other Fund or its shareholders on the part of the securities issued by one of the participants. any person concerned; parties to the Co-Investment (ii) the Potential Co-Investment Transaction, or (D) in the case of fees or Applicants’ Conditions Transaction is consistent with: other compensation described in Applicants agree that the Order will (A) The interests of the shareholders condition 2(c)(iii)(C). be subject to the following conditions: of the Regulated Fund; and 3. Each Regulated Fund has the right 1. Each time an Adviser considers a (B) the Regulated Fund’s then-current to decline to participate in any Potential Potential Co-Investment Transaction for Objectives and Strategies; Co-Investment Transaction or to invest an Affiliated Fund or another Regulated (iii) the investment by any other less than the amount proposed. Fund that falls within a Regulated Regulated Funds or Affiliated Funds 4. The applicable Adviser will present Fund’s then-current Objectives and would not disadvantage the Regulated to the Board of each Regulated Fund, on Strategies, the Regulated Fund’s Adviser Fund, and participation by the a quarterly basis, a record of all will make an independent Regulated Fund would not be on a basis investments in Potential Co-Investment determination of the appropriateness of different from or less advantageous than Transactions made by any of the other the investment for such Regulated Fund that of other Regulated Funds or Regulated Funds or Affiliated Funds in light of the Regulated Fund’s then- Affiliated Funds; provided that, if any during the preceding quarter that fell current circumstances. other Regulated Fund or Affiliated within the Regulated Fund’s then- 2. (a) If the Adviser deems a Regulated Fund, but not the Regulated Fund itself, current Objectives and Strategies that Fund’s participation in any Potential gains the right to nominate a director for were not made available to the Co-Investment Transaction to be election to a portfolio company’s board Regulated Fund, and an explanation of appropriate for the Regulated Fund, it of directors or the right to have a board why the investment opportunities were will then determine an appropriate level observer or any similar right to not offered to the Regulated Fund. All of investment for the Regulated Fund. participate in the governance or (b) If the aggregate amount information presented to the Board management of the portfolio company, pursuant to this condition will be kept recommended by the applicable Adviser such event shall not be interpreted to to be invested by the applicable for the life of the Regulated Fund and prohibit the Required Majority from at least two years thereafter, and will be Regulated Fund in the Potential Co- reaching the conclusions required by Investment Transaction, together with subject to examination by the this condition (2)(c)(iii), if: Commission and its staff. the amount proposed to be invested by (A) The Eligible Directors will have 5. Except for Follow-On Investments the other participating Regulated Funds the right to ratify the selection of such made in accordance with condition 8,10 and Affiliated Funds, collectively, in the director or board observer, if any; same transaction, exceeds the amount of (B) the applicable Adviser agrees to, a Regulated Fund will not invest in the investment opportunity, the and does, provide periodic reports to reliance on the Order in any issuer in investment opportunity will be the Regulated Fund’s Board with respect which another Regulated Fund, allocated among them pro rata based on to the actions of such director or the Affiliated Fund, or any affiliated person each participant’s Available Capital, up information received by such board of another Regulated Fund or Affiliated to the amount proposed to be invested observer or obtained through the Fund is an existing investor. 6. A Regulated Fund will not by each. The applicable Adviser will exercise of any similar right to participate in any Potential Co- provide the Eligible Directors of each participate in the governance or Investment Transaction unless the participating Regulated Fund with management of the portfolio company; terms, conditions, price, class of information concerning each and (C) any fees or other compensation securities to be purchased, settlement participating party’s Available Capital to that any Affiliated Fund or any date, and registration rights will be the assist the Eligible Directors with their Regulated Fund or any affiliated person same for each participating Regulated review of the Regulated Fund’s of any Affiliated Fund or any Regulated Fund and Affiliated Fund. The grant to investments for compliance with these Fund receives in connection with the an Affiliated Fund or another Regulated allocation procedures. (c) After making the determinations right of the Affiliated Fund or a Fund, but not the Regulated Fund, of required in conditions 1 and 2(a), the Regulated Fund to nominate a director the right to nominate a director for applicable Adviser will distribute or appoint a board observer or otherwise election to a portfolio company’s board written information concerning the to participate in the governance or of directors, the right to have an Potential Co-Investment Transaction management of the portfolio company observer on the board of directors or (including the amount proposed to be will be shared proportionately among similar rights to participate in the invested by each participating Regulated the participating Affiliated Funds (who governance or management of the Fund and Affiliated Fund) to the each may, in turn, share its portion with portfolio company will not be Eligible Directors of each participating its affiliated persons) and the interpreted so as to violate this Regulated Fund for their consideration. participating Regulated Funds in condition 6, if conditions 2(c)(iii)(A), (B) A Regulated Fund will co-invest with accordance with the amount of each and (C) are met. one or more other Regulated Funds and/ party’s investment; and 7. (a) If any Affiliated Fund or any or one or more Affiliated Funds only if, (iv) the proposed investment by the Regulated Fund elects to sell, exchange prior to the Regulated Fund’s Regulated Fund will not benefit the or otherwise dispose of an interest in a mstockstill on DSK3G9T082PROD with NOTICES participation in the Potential Co- Advisers, the Affiliated Funds or the security that was acquired in a Co- Investment Transaction, a Required other Regulated Funds or any affiliated Investment Transaction, the applicable Majority concludes that: person of any of them (other than the Advisers will: (i) The terms of the Potential Co- parties to the Co-Investment 10 This exception applies only to Follow-On Investment Transaction, including the Transaction), except (A) to the extent Investments by a Regulated Fund in issuers in consideration to be paid, are reasonable permitted by condition 13, (B) to the which that Regulated Fund already holds and fair to the Regulated Fund and its extent permitted by section 17(e) or investments. 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5626 Federal Register / Vol. 82, No. 11 / Wednesday, January 18, 2017 / Notices (i) notify each Regulated Fund that Investment; and (ii) the Board of the these conditions were approved by the participated in the Co-Investment Regulated Fund has approved as being Required Majority under section 57(f) of Transaction of the proposed disposition in the best interests of the Regulated the Act. at the earliest practical time; and Fund the ability to participate in 11. No Non-Interested Director of a (ii) formulate a recommendation as to Follow-On Investments on a pro rata Regulated Fund will also be a director, participation by each Regulated Fund in basis (as described in greater detail in general partner, managing member or the disposition. the application). In all other cases, the principal, or otherwise an ‘‘affiliated (b) Each Regulated Fund will have the Adviser will provide its written person’’ (as defined in the Act) of an right to participate in such disposition recommendation as to the Regulated Affiliated Fund. on a proportionate basis, at the same Fund’s participation to the Eligible 12. The expenses, if any, associated price and on the same terms and Directors, and the Regulated Fund will with acquiring, holding or disposing of conditions as those applicable to the participate in such Follow-On any securities acquired in a Co- participating Affiliated Funds and Investment solely to the extent that a Investment Transaction (including, Regulated Funds. Required Majority determines that it is without limitation, the expenses of the (c) A Regulated Fund may participate in the Regulated Fund’s best interests. distribution of any such securities in such disposition without obtaining (c) If, with respect to any Follow-On registered for sale under the Securities prior approval of the Required Majority Investment: Act) will, to the extent not payable by if: (i) The proposed participation of each (i) The amount of the opportunity is the Advisers under their respective Regulated Fund and each Affiliated not based on the Regulated Funds’ and investment advisory agreements with Fund in such disposition is the Affiliated Funds’ outstanding Affiliated Funds and the Regulated proportionate to its outstanding investments immediately preceding the Funds, be shared by the Regulated investments in the issuer immediately Follow-On Investment; and Funds and the Affiliated Funds in preceding the disposition; (ii) the Board (ii) the aggregate amount proportion to the relative amounts of the of the Regulated Fund has approved as recommended by the applicable Adviser securities held or to be acquired or being in the best interests of the to be invested by the applicable disposed of, as the case may be. Regulated Fund the ability to participate Regulated Fund in the Follow-On 13. Any transaction fee11 (including in such dispositions on a pro rata basis Investment, together with the amount break-up or commitment fees but (as described in greater detail in the proposed to be invested by the other excluding broker’s fees contemplated by application); and (iii) the Board of the participating Regulated Funds and section 17(e) or 57(k) of the Act, as Regulated Fund is provided on a Affiliated Funds, collectively, in the applicable), received in connection with quarterly basis with a list of all same transaction, exceeds the amount of a Co-Investment Transaction will be dispositions made in accordance with the investment opportunity; then the distributed to the participating this condition. In all other cases, the investment opportunity will be Regulated Funds and Affiliated Funds Adviser will provide its written allocated among them pro rata based on on a pro rata basis based on the amounts recommendation as to the Regulated each participant’s Available Capital, up they invested or committed, as the case Fund’s participation to the Eligible to the maximum amount proposed to be may be, in such Co-Investment Directors, and the Regulated Fund will invested by each. Transaction. If any transaction fee is to participate in such disposition solely to (d) The acquisition of Follow-On be held by an Adviser pending the extent that a Required Majority Investments as permitted by this consummation of the transaction, the determines that it is in the Regulated condition will be considered a Co- fee will be deposited into an account Fund’s best interests. Investment Transaction for all purposes maintained by such Adviser at a bank or (d) Each Affiliated Fund and each and subject to the other conditions set banks having the qualifications Regulated Fund will bear its own forth in this application. 9. The Non-Interested Directors of prescribed in section 26(a)(1) of the Act, expenses in connection with any such and the account will earn a competitive disposition. each Regulated Fund will be provided quarterly for review all information rate of interest that will also be divided 8. (a) If any Affiliated Fund or any pro rata among the participating Regulated Fund desires to make a concerning Potential Co-Investment Transactions and Co-Investment Regulated Funds and Affiliated Funds Follow-On Investment in a portfolio based on the amounts they invest in company whose securities were Transactions, including investments made by other Regulated Funds or such Co-Investment Transaction. None acquired in a Co-Investment of the Affiliated Funds, the Advisers, Transaction, the applicable Advisers Affiliated Funds that the Regulated Fund considered but declined to the other Regulated Funds or any will: affiliated person of the Regulated Funds (i) Notify each Regulated Fund that participate in, so that the Non-Interested Directors may determine whether all or Affiliated Funds will receive participated in the Co-Investment investments made during the preceding additional compensation or Transaction of the proposed transaction quarter, including those investments remuneration of any kind as a result of at the earliest practical time; and (ii) formulate a recommendation as to that the Regulated Fund considered but or in connection with a Co-Investment the proposed participation, including declined to participate in, comply with Transaction (other than (a) in the case the amount of the proposed Follow-On the conditions of the Order. In addition, of the Regulated Funds and the Investment, by each Regulated Fund. the Non-Interested Directors will Affiliated Funds, the pro rata (b) A Regulated Fund may participate consider at least annually the continued transaction fees described above and in such Follow-On Investment without appropriateness for the Regulated Fund fees or other compensation described in mstockstill on DSK3G9T082PROD with NOTICES obtaining prior approval of the Required of participating in new and existing Co- condition 2(c)(iii)(C); and (b) in the case Majority if: (i) The proposed Investment Transactions. of an Adviser, investment advisory fees participation of each Regulated Fund 10. Each Regulated Fund will paid in accordance with the agreement and each Affiliated Fund in such maintain the records required by section 11 Applicants are not requesting and the staff is investment is proportionate to its 57(f)(3) of the Act as if each of the not providing any relief for transaction fees outstanding investments in the issuer Regulated Funds were a BDC and each received in connection with any Co-Investment immediately preceding the Follow-On of the investments permitted under Transaction. VerDate Sep<11>2014 17:41 Jan 17, 2017 Jkt 241001 PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 E:\FR\FM\18JAN1.SGM 18JAN1

Federal Register / Vol. 82, No. 11 / Wednesday, January 18, 2017 / Notices 5627 between the Adviser and the Regulated notice to announce the location, date, sba.gov. Comments for the record Fund or Affiliated Fund. time and agenda for the next meeting of should be applicable to the ‘‘six focus 14. If the Holders own in the aggregate the Interagency Task Force on Veterans areas’’ of the Task Force and will be more than 25 percent of the Shares of Small Business Development. The limited to five minutes in the interest of a Regulated Fund, then the Holders will meeting is open to the public. time and to accommodate as many vote such Shares as directed by an DATES: Wednesday, March 8, 2017, from participants as possible. Written independent third party when voting on 1:00 p.m. to 4:00 p.m. comments should also be sent to the (1) the election of directors; (2) the ADDRESSES: Eisenhower Conference above email no later than March 6, removal of one or more directors; or (3) Room B, located on the concourse level, 2017. Special accommodations requests any other matter under either the 1940 U.S. Small Business Administration, should also be directed to SBA’s Office Act or applicable state law affecting the 409 3rd Street SW., Washington, DC of Veterans Business Development at Board’s composition, size or manner of 20416. (202) 205–6773 or to veteransbusiness@ election. sba.gov. For more information on SUPPLEMENTARY INFORMATION: Pursuant For the Commission, by the Division of veteran owned small business programs, to section 10(a)(2) of the Federal please visit www.sba.gov/veterans. Investment Management, under delegated Advisory Committee Act (5 U.S.C., authority. Dated: January 11, 2017. Appendix 2), SBA announce s the Eduardo A. Aleman, meeting of the Interagency Task Force Miguel J. L’Heureux, Assistant Secretary. on Veterans Small Business SBA Committee Management Officer. [FR Doc. 2017–00963 Filed 1–17–17; 8:45 am] Development (Task Force). The Task [FR Doc. 2017–00955 Filed 1–17–17; 8:45 am] BILLING CODE 8011–01–P Force is established pursuant to BILLING CODE 8025–01–P Executive Order 13540 to coordinate the efforts of Federal agencies to improve SMALL BUSINESS ADMINISTRATION capital, business development DEPARTMENT OF STATE opportunities, and pre-established Interest Rates federal contracting goals for small [Public Notice: 9857] The Small Business Administration business concerns owned and Notice of Determinations; Culturally publishes an interest rate called the controlled by veterans and service- Significant Objects Imported for optional ‘‘peg’’ rate (13 CFR 120.214) on disabled veterans. Exhibition Determinations: ‘‘The a quarterly basis. This rate is a weighted Moreover, the Task Force shall Medici’s Painter: Carlo Dolci and 17th- average cost of money to the coordinate administrative and Century Florence’’ Exhibition government for maturities similar to the regulatory activities and develop proposals relating to ‘‘six focus areas’’: Notice is hereby given of the average SBA direct loan. This rate may (1) Improving capital access and following determinations: Pursuant to be used as a base rate for guaranteed capacity of small business concerns the authority vested in me by the Act of fluctuating interest rate SBA loans. This owned and controlled by veterans and October 19, 1965 (79 Stat. 985; 22 U.S.C. rate will be 2.00 percent for the service-disabled veterans through loans, 2459), E.O. 12047 of March 27, 1978, the January–March quarter of FY 2017. Pursuant to 13 CFR 120.921(b), the surety bonding, and franchising; (2) Foreign Affairs Reform and maximum legal interest rate for any ensuring achievement of the pre- Restructuring Act of 1998 (112 Stat. third party lender’s commercial loan established Federal contracting goals for 2681, et seq.; 22 U.S.C. 6501 note, et which funds any portion of the cost of small business concerns owned and seq.), Delegation of Authority No. 234 of a 504 project (see 13 CFR 120.801) shall controlled by veterans and service- October 1, 1999, Delegation of Authority be 6% over the New York Prime rate or, disabled veterans through expanded No. 236–3 of August 28, 2000 (and, as if that exceeds the maximum interest mentor-protégé assistance and matching appropriate, Delegation of Authority No. rate permitted by the constitution or such small business concerns with 257 of April 15, 2003), I hereby laws of a given State, the maximum contracting opportunities; (3) increasing determine that the objects to be interest rate will be the rate permitted the integrity of certifications of status as included in the exhibition ‘‘The by the constitution or laws of the given a small business concern owned and Medici’s Painter: Carlo Dolci and 17th- State. controlled by a veteran or service- Century Florence,’’ imported from disabled veteran; (4) reducing abroad for temporary exhibition within Dianna Seaborn, paperwork and administrative burdens the United States, are of cultural Acting Director, Office of Financial on veterans in accessing business significance. The objects are imported Assistance. development and entrepreneurship pursuant to loan agreements with the [FR Doc. 2017–00973 Filed 1–17–17; 8:45 am] opportunities; (5) increasing and foreign owners or custodians. I also BILLING CODE P improving training and counseling determine that the exhibition or display services provided to small business of the exhibit objects at the Davis concerns owned and controlled by Museum at Wellesley College, SMALL BUSINESS ADMINISTRATION veterans; and (6) making other Wellesley, Massachusetts, from on or improvements relating to the support for about February 9, 2017, until on or Meeting of the Interagency Task Force veterans business development by the about July 9, 2017, at the Nasher on Veterans Small Business Federal Government. Museum of Art at Duke University, Development Additional Information: This meeting Durham, North Carolina, from on or mstockstill on DSK3G9T082PROD with NOTICES AGENCY: U.S. Small Business is open to the public. Advance notice of about August 24, 2017, until on or about Administration. attendance is requested. Anyone January 14, 2018, and at possible ACTION: Notice of open Federal wishing to attend and/or make additional exhibitions or venues yet to Interagency Task Force Meeting. comments to the Task Force must be determined, is in the national contact SBA’s Office of Veterans interest. I have ordered that Public SUMMARY: The U.S. Small Business Business Development no later than Notice of these Determinations be Administration (SBA) is issuing this March 6, 2017 at veteransbusiness@ published in the Federal Register. VerDate Sep<11>2014 17:41 Jan 17, 2017 Jkt 241001 PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 E:\FR\FM\18JAN1.SGM 18JAN1


Document Created: 2018-02-01 15:19:07
Document Modified: 2018-02-01 15:19:07
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 sections 17(d) and 57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d- 1 under the Act permitting certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and under rule 17d-1 under the Act.
DatesThe application was filed on October 19, 2015, and amended on March 9, 2016, and December 7, 2016.
ContactKieran G. Brown, Senior Counsel, at (202) 551-6773 or James M. Curtis, Branch Chief, at (202) 551-6712 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 5623 
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