82014 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

22See Securities Exchange Act Release No. 78397 

(July 22, 2016), 81 FR 49320 (July 27, 2016 (SR– 

NYSEArca–2015–110) (Order Granting Approval of 

Proposed Rule Change, as Modified by Amendment 

No. 7 Thereto, Amending NYSE Arca Equities Rule 

8.600 to Adopt Generic Listing Standards for 

Managed Fund Shares) and Securities Exchange Act 

Release No. 57619 (April 4, 2008), 73 FR 19544 

(April 10, 2008) (Notice of Filing of Amendment 

No. 1 to Proposed Rule Change and Order Granting 

Accelerated Approval of Such Proposed Rule 

Change, as Modified by Amendment No. 1 Thereto, 

Relating to Rules Permitting the Listing and Trading 

of Managed Fund Shares, Trading Hours and Halts, 

Listing Fees Applicable to Managed Fund Shares, 

and the Listing and Trading of Shares of the 

PowerShares Active AlphaQ Fund, PowerShares 

Active Alpha Multi-Cap Fund, PowerShares Active 

Mega-Cap Portfolio, and the PowerShares Active 

Low Duration Portfolio). 

23 17 CFR 201.700(b)(3). 

24See id. 

25See id. 

26 15 U.S.C. 78f(b)(5). 27 17 CFR 240.19b–4. 28Section 19(b)(2) of the Act, as amended by the 

Securities Act Amendments of 1975, Public Law 

94–29 (June 4, 1975), grants the Commission 

flexibility to determine what type of proceeding— 

either oral or notice and opportunity for written 

comments—is appropriate for consideration of a 

particular proposal by a self-regulatory 

organization. See Securities Act Amendments of 

1975, Senate Comm. on Banking, Housing & Urban 

Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 

(1975). 

29See Notice, supra note 3. 30 17 CFR 200.30–3(a)(57). 

standards for the same until 2016.22

Given the relatively short amount of 

time the Commission has had to oversee 

and observe Active Proxy Portfolio 

Shares and other similarly structured 

exchange traded products, the 

Commission is concerned that there is 

insufficient experience to determine 

that the proposal to permit generic 

listing and trading of Active Proxy 

Portfolio Shares is consistent with 

Section 6(b)(5) of the Act, including 

whether the proposal is designed to 

prevent fraudulent and manipulative 

acts and practices and to protect 

investors and the public interest. 

Under the Commission’s Rules of 

Practice, the ‘‘burden to demonstrate 

that a proposed rule change is 

consistent with the Exchange Act and 

the rules and regulations issued 

thereunder . . . is on the [SRO] that 

proposed the rule change.’’ 23 The 

description of a proposed rule change, 

its purpose and operation, its effect, and 

a legal analysis of its consistency with 

applicable requirements must all be 

sufficiently detailed and specific to 

support an affirmative Commission 

finding,24 and any failure of an SRO to 

provide this information may result in 

the Commission not having a sufficient 

basis to make an affirmative finding that 

a proposed rule change is consistent 

with the Act and the applicable rules 

and regulations.25 The Commission 

notes that the Exchange has provided no 

data or analysis to support the 

determination that, in the absence of 

significant market or regulatory 

experience, its proposal to permit the 

listing and trading of Active Proxy 

Portfolio Shares pursuant to a generic 

listing standards raises no new or novel 

concerns. 

Accordingly, the Commission is 

instituting proceedings to allow for 

additional consideration and comment 

on the issues raised herein, including 

whether the proposal is consistent with 

the Act. 

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5) 26 of the Act or any other 

provision of the Act, or the rules and 

regulations thereunder. Although there 

do not appear to be any issues relevant 

to approval or disapproval that would 

be facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b–4 under the Act,27 any request 

for an opportunity to make an oral 

presentation.28

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by January 7, 2021. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by January 21, 2021. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal, which are set forth in the 

Notice,29 in addition to any other 

comments they may wish to submit 

about the proposed rule change. 

Comments may be submitted by any 

of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2020–77 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2020–77. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2020–77 and 

should be submitted by January 7, 2021. 

Rebuttal comments should be submitted 

by January 21, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27731 Filed 12–16–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34139; 812–15113] 

Palmer Square Capital BDC Inc., et al. 

December 14, 2020. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

(‘‘Order’’) under sections 17(d) and 57(i) 

of the Investment Company Act of 1940 

(the ‘‘Act’’) and rule 17d–1 under the 

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82015 

1 ‘‘Regulated Funds’’ means the Company, the 

Existing Registered Fund, the Future Regulated 

Funds and the BDC Downstream Funds. ‘‘Future 

Regulated Fund’’ means a closed-end management 

investment company (a) that is registered under the 

Act or has elected to be regulated as a BDC, (b) 

whose investment adviser is an Adviser, and (c) 

that intends to participate in the proposed coinvestment program (the ‘‘Co-Investment 

Program’’). 

‘‘Adviser’’ means BDC Adviser and PSCM 

Adviser together with any future investment adviser 

that (i) controls, is controlled by or is under 

common control with BDC Adviser and/or PSCM 

Adviser, (ii) is registered as an investment adviser 

under the Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) and (iii) is not a Regulated Fund 

or a subsidiary of a Regulated Fund. 

2 ‘‘Affiliated Fund’’ means any Existing Affiliated 

Fund, any Future Affiliated Fund or any Palmer 

Square Proprietary Account. ‘‘Future Affiliated 

Fund’’ means any entity (a) whose investment 

adviser is an Adviser, (b) that either (A) would be 

an investment company but for Section 3(c)(1), 

3(c)(5)(C) or 3(c)(7) of the Act or (B) relies on Rule 

3a–7 exemption from investment company status, 

(c) that intends to participate in the Co-Investment 

Program, and (d) that is not a BDC Downstream 

Fund. Applicants represent that no Existing 

Affiliated Fund is a BDC Downstream Fund. 

‘‘Palmer Square Proprietary Account’’ means any 

direct or indirect, wholly- or majority-owned 

subsidiary of BDC Adviser or PSCM Adviser that is 

formed in the future that, from time to time, may 

hold various financial assets in a principal capacity. 

3All existing entities that currently intend to rely 

on the Order have been named as applicants and 

any existing or future entities that may rely on the 

Order in the future will comply with the terms and 

Conditions set forth in the application. 

4Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the 

purpose of making investments in securities 

described in section 55(a)(1) through 55(a)(3) and 

makes available significant managerial assistance 

with respect to the issuers of such securities. 

5 ‘‘Board’’ means (i) with respect to a Regulated 

Fund other than a BDC Downstream Fund, the 

board of directors (or the equivalent) of the 

Regulated Fund and (ii) with respect to a BDC 

Downstream Fund, the Independent Party of the 

BDC Downstream Fund. 

‘‘Independent Party’’ means, with respect to a 

BDC Downstream Fund, (i) if the BDC Downstream 

Fund has a board of directors (or the equivalent), 

the board or (ii) if the BDC Downstream Fund does 

not have a board of directors (or the equivalent), a 

transaction committee or advisory committee of the 

BDC Downstream Fund. 

6 ‘‘Independent Director’’ means a member of the 

Board of any relevant entity who is not an 

‘‘interested person’’ as defined in section 2(a)(19) of 

the Act. No Independent Director of a Regulated 

Fund (including any non-interested member of an 

Independent Party) will have a financial interest in 

Continued 

Act to permit certain joint transactions 

otherwise prohibited by sections 17(d) 

and 57(a)(4) of the Act and rule 17d–1 

under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

business development companies and 

closed-end management investment 

companies to co-invest in portfolio 

companies with each other and with 

affiliated investment funds and 

accounts. 

APPLICANTS: Palmer Square Capital BDC 

Inc. (the ‘‘Company’’), Palmer Square 

Opportunistic Income Fund (the 

‘‘Existing Registered Fund’’), Guilford 

Capital Credit II L.P., Guilford Capital 

Credit L.P., Palmer Square Capital 

Special Situations Fund L.P., Palmer 

Square CLO 2014–1, LTD, Palmer 

Square CLO 2015–1, LTD, Palmer 

Square CLO 2015–2, LTD, Palmer 

Square CLO 2018–1, LTD, Palmer 

Square CLO 2018–2, LTD, Palmer 

Square CLO 2018–3, LTD, Palmer 

Square Loan Funding 2017–1, LTD, 

Palmer Square Loan Funding 2018–1, 

LTD, Palmer Square Loan Funding 

2018–2, LTD, Palmer Square Loan 

Funding 2018–3, LTD, Palmer Square 

Loan Funding 2018–4, LTD, Palmer 

Square Loan Funding 2018–5, LTD, 

Palmer Square Opportunistic Credit 

Fund L.P., Palmer Square Senior Loan 

Fund, LLC, Palmer Square Ultra-Short 

Duration Investment Grade Fund, LLC, 

Palmer Square CLO 2019–1, LTD, 

Palmer Square Loan Funding 2019–1, 

LTD, Palmer Square Loan Funding 

2019–2, LTD, Palmer Square Loan 

Funding 2019–3, LTD, Palmer Square 

Loan Funding 2019–4, LTD, Palmer 

Square Credit Funding 2019–1, LTD, 

Palmer Square Floating Rate Fund LLC, 

Palmer Square Income Plus Fund LLC, 

Palmer Square Income Plus Offshore 

Fund L.P., Palmer Square CLO 2020–1, 

LTD, BSL WH 1, LTD, BSL WH 2, LTD, 

BSL WH 4, LTD, BSL WH 5, LTD, 

Palmer Square Strategic Debt Fund LLC, 

Palmer Square TALF Opportunity Sub 

LLC, Palmer Square Loan Funding 

2020–1, LTD, Palmer Square Loan 

Funding 2020–2, LTD, Palmer Square 

Loan Funding 2020–3, LTD, Palmer 

Square CLO 2020–2, LTD, Palmer 

Square CLO 2020–3, LTD, Palmer 

Square Loan Funding 2020–4, LTD, 

Palmer Square European Loan Funding 

2020–1 DAC, Palmer Square European 

Loan Funding 2020–2 DAC (the 

‘‘Existing Affiliated Funds’’), Palmer 

Square BDC Advisor LLC (‘‘BDC 

Adviser’’) and Palmer Square Capital 

Management LLC (‘‘PSCM Adviser’’). 

FILING DATES: The application was filed 

on March 20, 2020, and amended on 

August 5, 2020 and October 21, 2020. 

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 emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on January 

7, 2021, and should be accompanied by 

proof of service on the 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 emailing the 

Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

compliance@palmersquarecap.com. 

Awaiting Response from Paul 

Stevens. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

202–551–6817, or Kaitlin C. Bottock, 

Branch Chief, at (202) 551–6825 

(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 

website 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. 

Introduction 

1. The applicants request an order of 

the Commission under sections 17(d) 

and 57(i) under the Act and rule 17d– 

1 under the Act to permit, subject to the 

terms and conditions set forth in the 

application (the ‘‘Conditions’’), one or 

more Regulated Funds 1 and/or one or 

more Affiliated Funds 2 to enter into CoInvestment Transactions with each 

other. ‘‘Co-Investment Transaction’’ 

means any transaction in which one or 

more Regulated Funds (or its WhollyOwned Investment Sub (defined below)) 

participated together with one or more 

Affiliated Funds and/or one or more 

other Regulated Funds in reliance on 

the 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.3

Applicants 

2. The Company is a Maryland 

corporation organized as a nondiversified closed-end management 

investment company that has elected to 

be regulated as a business development 

company (‘‘BDC’’) under the Act.4 The 

Company is managed by a Board 5

currently comprised of five persons, 

three of whom are Independent 

Directors.6

82016 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

any Co-Investment Transaction, other than 

indirectly through share ownership in one of the 

Regulated Funds. 

7 ‘‘Wholly-Owned Investment Sub’’ means an 

entity (i) that is a wholly-owned subsidiary of a 

Regulated Fund (with such Regulated Fund at all 

times holding, beneficially and of record, 95% or 

more of the voting and economic interests); (ii) 

whose sole business purpose is to hold one or more 

investments on behalf of such Regulated Fund (and, 

in the case of an SBIC Subsidiary (defined below), 

maintains a license under the SBA Act (defined 

below) and issues debentures guaranteed by the 

SBA (defined below)); (iii) with respect to which 

such Regulated Fund’s Board has the sole authority 

to make all determinations with respect to the 

entity’s participation under the Conditions to the 

application; and (iv) (A) that would be an 

investment company but for Section 3(c)(1), 

3(c)(5)(C), or 3(c)(7) of the Act, or (B) that qualifies 

as a real estate investment trust within the meaning 

of Section 856 of the Internal Revenue Code of 

1986, as amended (‘‘Code’’) because substantially 

all of its assets would consist of real properties. The 

term ‘‘SBIC Subsidiary’’ means a Wholly-Owned 

Investment Sub that is licensed by the Small 

Business Administration (the ‘‘SBA’’) to operate 

under the Small Business Investment Act of 1958, 

as amended, (the ‘‘SBA Act’’) as a small business 

investment company. 

8 ‘‘Objectives and Strategies’’ means (i) with 

respect to any Regulated Fund other than a BDC 

Downstream Fund, its investment objectives and 

strategies, as described in its most current 

registration statement on Form N–2, other current 

filings with the Commission under the Securities 

Act of 1933 (the ‘‘Securities Act’’) or under the 

Securities Exchange Act of 1934, as amended, and 

its most current report to stockholders, and (ii) with 

respect to any BDC Downstream Fund, those 

investment objectives and strategies described in its 

disclosure documents (including private placement 

memoranda and reports to equity holders) and 

organizational documents (including operating 

agreements). 

9 ‘‘Board-Established Criteria’’ means criteria that 

the Board of a Regulated Fund may establish from 

time to time to describe the characteristics of 

Potential Co-Investment Transactions regarding 

which the Adviser to such Regulated Fund should 

be notified under Condition 1. The BoardEstablished Criteria will be consistent with the 

Regulated Fund’s Objectives and Strategies. If no 

Board-Established Criteria are in effect, then the 

Regulated Fund’s Adviser will be notified of all 

Potential Co-Investment Transactions that fall 

within the Regulated Fund’s then-current 

Objectives and Strategies. Board-Established 

Criteria will be objective and testable, meaning that 

they will be based on observable information, such 

as industry/sector of the issuer, minimum EBITDA 

of the issuer, asset class of the investment 

opportunity or required commitment size, and not 

on characteristics that involve a discretionary 

assessment. The Adviser to the Regulated Fund may 

from time to time recommend criteria for the 

Board’s consideration, but Board-Established 

Criteria will only become effective if approved by 

a majority of the Independent Directors. The 

Independent Directors of a Regulated Fund may at 

any time rescind, suspend or qualify its approval 

of any Board-Established Criteria, though 

Applicants anticipate that, under normal 

circumstances, the Board would not modify these 

criteria more often than quarterly. 

10The reason for any such adjustment to a 

proposed order amount will be documented in 

writing and preserved in the records of each 

Adviser. 

11 ‘‘Required Majority’’ means a required 

majority, as defined in section 57(o) of the Act. 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). 

In the case of a BDC Downstream Fund with a board 

of directors (or the equivalent), the members that 

make up the Required Majority will be determined 

as if the BDC Downstream Fund were a BDC subject 

to section 57(o). In the case of a BDC Downstream 

Fund with a transaction committee or advisory 

3. The Existing Registered Fund is a 

Delaware statutory trust that is a nondiversified, closed-end management 

investment company that is registered 

under the Act. The Existing Registered 

Fund operates as an ‘‘interval fund’’ 

pursuant to Rule 23c–3 under the Act. 

The Existing Registered Fund is 

managed by a Board currently 

comprised of two persons, both of 

whom are Independent Directors. 

4. PSCM Adviser, a Delaware limited 

liability company that is registered 

under the Advisers Act serves as the 

investment adviser to the Existing 

Affiliated Funds and the Existing 

Registered Fund. BDC Adviser, a 

Delaware limited liability company that 

is registered under the Advisers Act, 

serves as the investment adviser to the 

Company. BDC Adviser is a majorityowned and controlled subsidiary of 

PSCM Adviser and no other person 

controls BDC Adviser. 

5. Applicants represent that each 

Existing Affiliated Fund is a separate 

and distinct legal entity and each would 

be an investment company but for 

section 3(c)(7) of the Act. 

6. Applicants state that a Regulated 

Fund may, from time to time, form one 

or more Wholly-Owned Investment 

Subs.7 Such a subsidiary may be 

prohibited from investing in a CoInvestment Transaction with a 

Regulated Fund (other than its parent) 

or any Affiliated 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 the Regulated 

Fund that owns it and that the WhollyOwned Investment Sub’s participation 

in any such transaction be treated, for 

purposes of the Order, as though the 

parent Regulated Fund were 

participating directly. 

Applicants’ Representations 

A. Allocation Process 

1. Applicants represent that BDC 

Adviser and PSCM Adviser have 

established processes for allocating 

initial investment opportunities, 

opportunities for subsequent 

investments in an issuer and 

dispositions of securities holdings 

reasonably designed to treat all clients 

fairly and equitably. Further, applicants 

represent that these processes will be 

extended and modified in a manner 

reasonably designed to ensure that the 

additional transactions permitted under 

the Order will both (i) be fair and 

equitable to the Regulated Funds and 

the Affiliated Funds and (ii) comply 

with the Conditions. 

2. If the requested Order is granted, 

the Adviser will establish, maintain and 

implement policies and procedures 

reasonably designed to ensure that 

when such opportunities arise, the 

Adviser to the relevant Regulated Funds 

is promptly notified and receives the 

same information about the opportunity 

as any other Adviser considering the 

opportunity for its clients. In particular, 

consistent with Condition 1, if a 

Potential Co-Investment Transaction 

falls within the then-current Objectives 

and Strategies 8 and any BoardEstablished Criteria 9 of a Regulated 

Fund, the policies and procedures will 

require that the Adviser to such 

Regulated Fund receive sufficient 

information to allow such Adviser’s 

investment committee to make its 

independent determination and 

recommendations under the Conditions. 

3. The Adviser to each applicable 

Regulated Fund will then make an 

independent determination of the 

appropriateness of the investment for 

the Regulated Fund in light of the 

Regulated Fund’s then-current 

circumstances. If the Adviser to a 

Regulated Fund deems the Regulated 

Fund’s participation in any Potential 

Co-Investment Transaction to be 

appropriate, then it will formulate a 

recommendation regarding the proposed 

order amount for the Regulated Fund. 

4. Applicants state that, for each 

Regulated Fund and Affiliated Fund 

whose Adviser recommends 

participating in a Potential CoInvestment Transaction, such Adviser’s 

investment committee will approve an 

investment amount to be allocated to 

each Regulated Fund and/or Affiliated 

Fund participating in the Potential CoInvestment Transaction. Applicants 

state further that, each proposed order 

amount may be reviewed and adjusted, 

in accordance with the Adviser’s 

written allocation policies and 

procedures, by the Adviser’s investment 

committee.10 The order of a Regulated 

Fund or Affiliated Fund resulting from 

this process is referred to as its ‘‘Internal 

Order.’’ The Internal Order will be 

submitted for approval by the Required 

Majority of any participating Regulated 

Funds in accordance with the 

Conditions.11

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82017 

committee, the committee members that make up 

the Required Majority will be determined as if the 

BDC Downstream Fund were a BDC subject to 

section 57(o) and as if the committee members were 

directors of the fund. 12The Advisers will maintain records of all 

proposed order amounts, Internal Orders and 

External Submissions in conjunction with Potential 

Co-Investment Transactions. Each applicable 

Adviser will provide the Eligible Directors with 

information concerning the Affiliated Funds’ and 

Regulated Funds’ order sizes to assist the Eligible 

Directors with their review of the applicable 

Regulated Fund’s investments for compliance with 

the Conditions. ‘‘Eligible Directors’’ means, with 

respect to a Regulated Fund and a Potential CoInvestment Transaction, the members of the 

Regulated Fund’s Board eligible to vote on that 

Potential Co-Investment Transaction under section 

57(o) of the Act (treating any registered investment 

company or series thereof as a BDC for this 

purpose). 

13The Board of the Regulated Fund will then 

either approve or disapprove of the investment 

opportunity in accordance with Condition 2, 6, 7, 

8 or 9, as applicable. 

14 ‘‘Follow-On Investment’’ means an additional 

investment in the same issuer, including, but not 

limited to, through the exercise of warrants, 

conversion privileges or other rights to purchase 

securities of the issuer. 

15 ‘‘Pre-Boarding Investments’’ are investments in 

an issuer held by a Regulated Fund as well as one 

or more Affiliated Funds and/or one or more other 

Regulated Funds that were acquired prior to 

participating in any Co-Investment Transaction: (i) 

In transactions in which the only term negotiated 

by or on behalf of such funds was price in reliance 

on one of the JT No-Action Letters (defined below); 

or (ii) in transactions occurring at least 90 days 

apart and without coordination between the 

Regulated Fund and any Affiliated Fund or other 

Regulated Fund. 

16A ‘‘Pro Rata Follow-On Investment’’ is a 

Follow-On Investment (i) in which the participation 

of each Affiliated Fund and each Regulated Fund 

is proportionate to its outstanding investments in 

the issuer or security, as appropriate, immediately 

preceding the Follow-On Investment, and (ii) in the 

case of a Regulated Fund, a majority of the Board 

has approved the Regulated Fund’s participation in 

the pro rata Follow-On Investments as being in the 

best interests of the Regulated Fund. The Regulated 

Fund’s Board may refuse to approve, or at any time 

rescind, suspend or qualify, its approval of Pro Rata 

Follow-On Investments, in which case all 

subsequent Follow-On Investments will be 

submitted to the Regulated Fund’s Eligible Directors 

in accordance with Condition 8(c). 

17A ‘‘Non-Negotiated Follow-On Investment’’ is a 

Follow-On Investment in which a Regulated Fund 

participates together with one or more Affiliated 

Funds and/or one or more other Regulated Funds 

(i) in which the only term negotiated by or on behalf 

of the funds is price and (ii) with respect to which, 

if the transaction were considered on its own, the 

funds would be entitled to rely on one of the JT NoAction Letters. 

‘‘JT No-Action Letters’’ means SMC Capital, Inc., 

SEC No-Action Letter (pub. avail. Sept. 5, 1995) and 

Massachusetts Mutual Life Insurance Company, 

SEC No-Action Letter (pub. avail. June 7, 2000). 

18 ‘‘Disposition’’ means the sale, exchange or 

other disposition of an interest in a security of an 

issuer. 

19However, with respect to an issuer, if a 

Regulated Fund’s first Co-Investment Transaction is 

an Enhanced Review Disposition, and the Regulated 

Fund does not dispose of its entire position in the 

Enhanced Review Disposition, then before such 

Regulated Fund may complete its first Standard 

Review Follow-On in such issuer, the Eligible 

Directors must review the proposed Follow-On 

Investment not only on a stand-alone basis but also 

in relation to the total economic exposure in such 

issuer (i.e., in combination with the portion of the 

Pre-Boarding Investment not disposed of in the 

Enhanced Review Disposition), and the other terms 

of the investments. This additional review is 

required because such findings were not required 

in connection with the prior Enhanced Review 

Disposition, but they would have been required had 

the first Co-Investment Transaction been an 

Enhanced Review Follow-On. 

20A ‘‘Pro Rata Disposition’’ is a Disposition (i) in 

which the participation of each Affiliated Fund and 

each Regulated Fund is proportionate to its 

outstanding investment in the security subject to 

Disposition immediately preceding the Disposition; 

Continued 

5. If the aggregate Internal Orders for 

a Potential Co-Investment Transaction 

do not exceed the size of the investment 

opportunity immediately prior to the 

submission of the orders to the 

underwriter, broker, dealer or issuer, as 

applicable (the ‘‘External Submission’’), 

then each Internal Order will be 

fulfilled as placed. If, on the other hand, 

the aggregate Internal Orders for a 

Potential Co-Investment Transaction 

exceed the size of the investment 

opportunity immediately prior to the 

External Submission, then the allocation 

of the opportunity will be made pro rata 

on the basis of the size of the Internal 

Orders.12 If, subsequent to such External 

Submission, the size of the opportunity 

is increased or decreased, or if the terms 

of such opportunity, or the facts and 

circumstances applicable to the 

Regulated Funds’ or the Affiliated 

Funds’ consideration of the opportunity, 

change, the participants will be 

permitted to submit revised Internal 

Orders in accordance with written 

allocation policies and procedures that 

the Advisers will establish, implement 

and maintain.13

B. Follow-On Investments 

6. Applicants state that from time to 

time the Regulated Funds and Affiliated 

Funds may have opportunities to make 

Follow-On Investments 14 in an issuer in 

which a Regulated Fund and one or 

more other Regulated Funds and/or 

Affiliated Funds previously have 

invested. 

7. Applicants propose that Follow-On 

Investments would be divided into two 

categories depending on whether the 

prior investment was a Co-Investment 

Transaction or a Pre-Boarding 

Investment.15 If the Regulated Funds 

and Affiliated Funds have previously 

participated in a Co-Investment 

Transaction with respect to the issuer, 

then the terms and approval of the 

Follow-On Investment would be subject 

to the Standard Review Follow-Ons 

described in Condition 8. If the 

Regulated Funds and Affiliated Funds 

have not previously participated in a 

Co-Investment Transaction with respect 

to the issuer but hold a Pre-Boarding 

Investment, then the terms and approval 

of the Follow-On Investment would be 

subject to the Enhanced-Review FollowOns described in Condition 9. All 

Enhanced Review Follow-Ons require 

the approval of the Required Majority. 

For a given issuer, the participating 

Regulated Funds and Affiliated Funds 

need to comply with the requirements 

of Enhanced-Review Follow-Ons only 

for the first Co-Investment Transaction. 

Subsequent Co-Investment Transactions 

with respect to the issuer would be 

governed by the requirements of 

Standard Review Follow-Ons. 

8. A Regulated Fund would be 

permitted to invest in Standard Review 

Follow-Ons either with the approval of 

the Required Majority under Condition 

8(c) or without Board approval under 

Condition 8(b) if it is (i) a Pro Rata 

Follow-On Investment 16 or (ii) a NonNegotiated Follow-On Investment.17

Applicants believe that these Pro Rata 

and Non-Negotiated Follow-On 

Investments do not present a significant 

opportunity for overreaching on the part 

of any Adviser and thus do not warrant 

the time or the attention of the Board. 

Pro Rata Follow-On Investments and 

Non-Negotiated Follow-On Investments 

remain subject to the Board’s periodic 

review in accordance with Condition 

10. 

C. Dispositions 

9. Applicants propose that 

Dispositions 18 would be divided into 

two categories. If the Regulated Funds 

and Affiliated Funds holding 

investments in the issuer have 

previously participated in a CoInvestment Transaction with respect to 

the issuer, then the terms and approval 

of the Disposition would be subject to 

the Standard Review Dispositions 

described in Condition 6. If the 

Regulated Funds and Affiliated Funds 

have not previously participated in a 

Co-Investment Transaction with respect 

to the issuer but hold a Pre-Boarding 

Investment, then the terms and approval 

of the Disposition would be subject to 

the Enhanced Review Dispositions 

described in Condition 7. Subsequent 

Dispositions with respect to the same 

issuer would be governed by Condition 

6 under the Standard Review 

Dispositions.19

10. A Regulated Fund may participate 

in a Standard Review Disposition either 

with the approval of the Required 

Majority under Condition 6(d) or 

without Board approval under 

Condition 6(c) if (i) the Disposition is a 

Pro Rata Disposition 20 or (ii) the 

82018 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

and (ii) in the case of a Regulated Fund, a majority 

of the Board has approved the Regulated Fund’s 

participation in pro rata Dispositions as being in the 

best interests of the Regulated Fund. The Regulated 

Fund’s Board may refuse to approve, or at any time 

rescind, suspend or qualify, its approval of Pro Rata 

Dispositions, in which case all subsequent 

Dispositions will be submitted to the Regulated 

Fund’s Eligible Directors. 

21 ‘‘Tradable Security’’ means a security that 

meets the following criteria at the time of 

Disposition: (i) It trades on a national securities 

exchange or designated offshore securities market 

as defined in rule 902(b) under the Securities Act; 

(ii) it is not subject to restrictive agreements with 

the issuer or other security holders; and (iii) it 

trades with sufficient volume and liquidity 

(findings as to which are documented by the 

Advisers to any Regulated Funds holding 

investments in the issuer and retained for the life 

of the Regulated Fund) to allow each Regulated 

Fund to dispose of its entire position remaining 

after the proposed Disposition within a short period 

of time not exceeding 30 days at approximately the 

value (as defined by section 2(a)(41) of the Act) at 

which the Regulated Fund has valued the 

investment. 

22 ‘‘BDC Downstream Fund’’ means, with respect 

to any Regulated Fund that is a BDC, an entity (i) 

that the BDC directly or indirectly controls, (ii) that 

is not controlled by any person other than the BDC 

(except a person that indirectly controls the entity 

solely because it controls the BDC), (iii) that would 

be an investment company but for section 3(c)(1) or 

3(c)(7) of the Act, (iv) whose investment adviser is 

an Adviser, (v) that is not a Wholly-Owned 

Investment Sub and (vi) that intends to participate 

in the Co-Investment Program. 

securities are Tradable Securities 21 and 

the Disposition meets the other 

requirements of Condition 6(c)(ii). Pro 

Rata Dispositions and Dispositions of a 

Tradable Security remain subject to the 

Board’s periodic review in accordance 

with Condition 10. 

D. Delayed Settlement 

11. Applicants represent that under 

the terms and Conditions of the 

application, all Regulated Funds and 

Affiliated Funds participating in a CoInvestment Transaction will invest at 

the same time, for the same price and 

with the same terms, conditions, class, 

registration rights and any other rights, 

so that none of them receives terms 

more favorable than any other. 

However, the settlement date for an 

Affiliated Fund in a Co-Investment 

Transaction may occur up to ten 

business days after the settlement date 

for the Regulated Fund, and vice versa. 

Nevertheless, in all cases, (i) the date on 

which the commitment of the Affiliated 

Funds and Regulated Funds is made 

will be the same even where the 

settlement date is not and (ii) the 

earliest settlement date and the latest 

settlement date of any Affiliated Fund 

or Regulated Fund participating in the 

transaction will occur within ten 

business days of each other. 

E. Holders 

12. Under Condition 15, if an Adviser, 

its principals, or any person controlling, 

controlled by, or under common control 

with the Adviser or its 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 in the same percentages as 

the Regulated Fund’s other shareholders 

(not including the Holders) when voting 

on matters specified in the Condition. 

Applicants’ Legal Analysis 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit 

participation by a registered investment 

company and an affiliated person in any 

‘‘joint enterprise or other joint 

arrangement or profit-sharing plan,’’ as 

defined in the rule, without prior 

approval by the Commission by order 

upon application. 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. Similarly, with regard to BDCs, 

section 57(a)(4) of the Act generally 

prohibits certain persons specified in 

section 57(b) from participating in joint 

transactions with the BDC or a company 

controlled by the BDC in contravention 

of rules as prescribed by the 

Commission. 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. 

3. Co-Investment Transactions are 

prohibited by either or both of rule 17d– 

1 and section 57(a)(4) without a prior 

exemptive order of the Commission to 

the extent that the Affiliated Funds and 

the Regulated Funds participating in 

such transactions fall within the 

category of persons described by rule 

17d–1 and/or section 57(b), as modified 

by rule 57b-1 thereunder, as applicable, 

vis-a`-vis each participating Regulated 

Fund. Each of the participating 

Regulated Funds and Affiliated Funds 

may be deemed to be affiliated persons 

vis-a`-vis a Regulated Fund within the 

meaning of section 2(a)(3) by reason of 

common control because (i) PSCM 

Adviser manages and may be deemed to 

control each of the Existing Affiliated 

Funds and an Adviser will manage and 

may be deemed to control any Future 

Affiliated Fund; (ii) PSCM Adviser 

manages and may be deemed to control 

the Existing Registered Fund, BDC 

Adviser manages the Company and an 

Adviser will manage any Future 

Regulated Fund; (iii) each BDC 

Downstream Fund 22 will be, deemed to 

be controlled by its BDC parent and/or 

its BDC parents’ investment adviser; and 

(iv) the Advisers will control, be 

controlled by, or under common control 

with, PSCM Adviser and/or BDC 

Adviser. Thus, each of the Affiliated 

Funds could be deemed to be a person 

related to the Regulated Funds, 

including any BDC Downstream Fund 

in a manner described by section 57(b) 

and related to Future Regulated Funds 

in a manner described by rule 17d–1; 

and therefore the prohibitions of rule 

17d–1 and section 57(a)(4) would apply 

respectively to prohibit the Affiliated 

Funds from participating in CoInvestment Transactions with the 

Regulated Funds. Each Regulated Fund 

would also be related to each other 

Regulated Fund in a manner described 

by 57(b) or rule 17d–1, as applicable, 

and thus prohibited from participating 

in Co-Investment Transactions with 

each other. In addition, because the 

Palmer Square Proprietary Accounts 

will be controlled by PSCM Adviser or 

BDC Adviser and, therefore, may be 

under common control with the 

Company, the Existing Registered Fund, 

any future Advisers, and any Future 

Regulated Funds, the Palmer Square 

Proprietary Accounts could be deemed 

to be persons related to the Regulated 

Funds (or a company controlled by the 

Regulated Funds) in a manner described 

by section 57(b) and also prohibited 

from participating in the Co-Investment 

Program. 

4. 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. 

5. Applicants state that in the absence 

of the requested relief, in many 

circumstances the Regulated Funds 

would be limited in their ability to 

participate in attractive and appropriate 

investment opportunities. Applicants 

state that, as required by rule 17d–1(b), 

the Conditions ensure that the terms on 

which Co-Investment Transactions may 

be made will be consistent with the 

participation of the Regulated Funds 

being on a basis that it is neither 

different from nor less advantageous 

than other participants, thus protecting 

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82019 

23For example, procuring the Regulated Fund’s 

investment in a Potential Co-Investment 

Transaction to permit an affiliate to complete or 

obtain better terms in a separate transaction would 

constitute an indirect financial benefit. 

24This exception applies only to Follow-On 

Investments by a Regulated Fund in issuers in 

which that Regulated Fund already holds 

investments. 

the equity holders of any participant 

from being disadvantaged. Applicants 

further state that the Conditions ensure 

that all Co-Investment Transactions are 

reasonable and fair to the Regulated 

Funds and their shareholders and do 

not involve overreaching by any person 

concerned, including the Advisers. 

Applicants state that the Regulated 

Funds’ participation in the CoInvestment Transactions in accordance 

with the Conditions will be consistent 

with the provisions, policies, and 

purposes of the Act and would be done 

in a manner 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. Identification and Referral of 

Potential Co-Investment Transactions. 

(a). The Advisers will establish, 

maintain and implement policies and 

procedures reasonably designed to 

ensure that each Adviser is promptly 

notified of all Potential Co-Investment 

Transactions that fall within the thencurrent Objectives and Strategies and 

Board-Established Criteria of any 

Regulated Fund the Adviser manages. 

(b). When an Adviser to a Regulated 

Fund is notified of a Potential CoInvestment Transaction under 

Condition 1(a), the Adviser will make 

an independent determination of the 

appropriateness of the investment for 

the Regulated Fund in light of the 

Regulated Fund’s then-current 

circumstances. 

2. Board Approvals of Co-Investment 

Transactions. 

(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 Advisers to be 

invested in the Potential Co-Investment 

Transaction by the participating 

Regulated Funds and any participating 

Affiliated Funds, collectively, exceeds 

the amount of the investment 

opportunity, the investment opportunity 

will be allocated among them pro rata 

based on the size of the Internal Orders, 

as described in section III.A.1.b. of the 

application. Each Adviser to a 

participating Regulated Fund will 

promptly notify and provide the Eligible 

Directors with information concerning 

the Affiliated Funds’ and Regulated 

Funds’ order sizes to assist the Eligible 

Directors with their review of the 

applicable Regulated Fund’s 

investments for compliance with these 

Conditions. 

(c). After making the determinations 

required in Condition 1(b) above, each 

Adviser to a participating Regulated 

Fund will distribute written information 

concerning the Potential Co-Investment 

Transaction (including the amount 

proposed to be invested by each 

participating Regulated Fund and each 

participating Affiliated Fund) to the 

Eligible Directors of its participating 

Regulated Fund(s) for their 

consideration. A Regulated Fund will 

enter into a Co-Investment Transaction 

with one or more other Regulated Funds 

or 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 transaction, 

including the consideration to be paid, 

are reasonable and fair to the Regulated 

Fund and its equity holders and do not 

involve overreaching in respect of the 

Regulated Fund or its equity holders on 

the part of any person concerned; 

(ii). the transaction is consistent with: 

(A). The interests of the Regulated 

Fund’s equity holders; and 

(B). the Regulated Fund’s then-current 

Objectives and Strategies; 

(iii). the investment by any other 

Regulated Fund(s) or Affiliated Fund(s) 

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 any other Regulated 

Fund(s) or Affiliated Fund(s) 

participating in the transaction; 

provided that the Required Majority 

shall not be prohibited from reaching 

the conclusions required by this 

Condition 2(c)(iii) if: 

(A). The settlement date for another 

Regulated Fund or an Affiliated Fund in 

a Co-Investment Transaction is later 

than the settlement date for the 

Regulated Fund by no more than ten 

business days or earlier than the 

settlement date for the Regulated Fund 

by no more than ten business days, in 

either case, so long as: (x) The date on 

which the commitment of the Affiliated 

Funds and Regulated Funds is made is 

the same; and (y) the earliest settlement 

date and the latest settlement date of 

any Affiliated Fund or Regulated Fund 

participating in the transaction will 

occur within ten business days of each 

other; or 

(B). 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 

so long as: (x) The Eligible Directors will 

have the right to ratify the selection of 

such director or board observer, if any; 

(y) the 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 (z) any fees or other compensation 

that any other Regulated Fund or 

Affiliated Fund or any affiliated person 

of any other Regulated Fund or 

Affiliated Fund receives in connection 

with the right of one or more Regulated 

Funds or Affiliated Funds 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 any participating 

Affiliated Funds (who may, in turn, 

share their portion with their affiliated 

persons) and any participating 

Regulated Fund(s) in accordance with 

the amount of each such party’s 

investment; and 

(iv). the proposed investment by the 

Regulated Fund will not involve 

compensation, remuneration or a direct 

or indirect 23 financial benefit to the 

Advisers, any other Regulated Fund, the 

Affiliated 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 

14, (B) to the extent permitted by 

Section 17 (e) or 57(k), 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)(B)(z). 

3. Right to Decline. Each Regulated 

Fund has the right to decline to 

participate in any Potential CoInvestment Transaction or to invest less 

than the amount proposed. 

4. General Limitation. Except for 

Follow-On Investments made in 

accordance with Conditions 8 and 9 

below,24 a Regulated Fund will not 

invest in reliance on the Order in any 

82020 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

25 ‘‘Related Party’’ means (i) any Close Affiliate 

and (ii) in respect of matters as to which any 

Adviser has knowledge, any Remote Affiliate. 

‘‘Close Affiliate’’ means the Advisers, the 

Regulated Funds, the Affiliated Funds and any 

other person described in section 57(b) (after giving 

effect to rule 57b–1) in respect of any Regulated 

Fund (treating any registered investment company 

or series thereof as a BDC for this purpose) except 

for limited partners included solely by reason of the 

reference in section 57(b) to section 2(a)(3)(D). 

‘‘Remote Affiliate’’ means any person described 

in section 57(e) in respect of any Regulated Fund 

(treating any registered investment company or 

series thereof as a BDC for this purpose) and any 

limited partner holding 5% or more of the relevant 

limited partner interests that would be a Close 

Affiliate but for the exclusion in that definition. 

26Any Palmer Square Proprietary Account that is 

not advised by an Adviser is itself deemed to be an 

Adviser for purposes of Conditions 6(a)(i), 7(a)(i), 

8(a)(i) and 9(a)(i). 

27 In the case of any Disposition, proportionality 

will be measured by each participating Regulated 

Fund’s and Affiliated Fund’s outstanding 

investment in the security in question immediately 

preceding the Disposition. 

issuer in which a Related Party has an 

investment.25

5. Same Terms and Conditions. A 

Regulated Fund will not participate in 

any Potential Co-Investment 

Transaction unless (i) the terms, 

conditions, price, class of securities to 

be purchased, date on which the 

commitment is entered into and 

registration rights (if any) will be the 

same for each participating Regulated 

Fund and Affiliated Fund and (ii) the 

earliest settlement date and the latest 

settlement date of any participating 

Regulated Fund or Affiliated Fund will 

occur as close in time as practicable and 

in no event more than ten business days 

apart. The grant to one or more 

Regulated Funds or Affiliated Funds, 

but not the respective 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 5, if Condition 2(c)(iii)(B) is 

met. 

6. Standard Review Dispositions. 

(a). General. If any Regulated Fund or 

Affiliated Fund elects to sell, exchange 

or otherwise dispose of an interest in a 

security and one or more Regulated 

Funds and Affiliated Funds have 

previously participated in a CoInvestment Transaction with respect to 

the issuer, then: 

(i). The Adviser to such Regulated 

Fund or Affiliated Fund 26 will notify 

each Regulated Fund that holds an 

investment in the issuer of the proposed 

Disposition at the earliest practical time; 

and 

(ii). the Adviser to each Regulated 

Fund that holds an investment in the 

issuer will formulate a recommendation 

as to participation by such Regulated 

Fund in the Disposition. 

(b). Same Terms and Conditions. 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 Affiliated 

Funds and any other Regulated Fund. 

(c). No Board Approval Required. A 

Regulated Fund may participate in such 

a Disposition without obtaining prior 

approval of the Required Majority if: 

(i). (A) The participation of each 

Regulated Fund and Affiliated Fund in 

such Disposition is proportionate to its 

then-current holding of the security (or 

securities) of the issuer that is (or are) 

the subject of the Disposition; 27 (B) 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 (C) the Board of 

the Regulated Fund is provided on a 

quarterly basis with a list of all 

Dispositions made in accordance with 

this Condition; or 

(ii). each security is a Tradable 

Security and (A) the Disposition is not 

to the issuer or any affiliated person of 

the issuer; and (B) the security is sold 

for cash in a transaction in which the 

only term negotiated by or on behalf of 

the participating Regulated Funds and 

Affiliated Funds is price. 

(d). Standard Board Approval. 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. 

7. Enhanced Review Dispositions. 

(a). General. If any Regulated Fund or 

Affiliated Fund elects to sell, exchange 

or otherwise dispose of a Pre-Boarding 

Investment in a Potential Co-Investment 

Transaction and the Regulated Funds 

and Affiliated Funds have not 

previously participated in a CoInvestment Transaction with respect to 

the issuer: 

(i). The Adviser to such Regulated 

Fund or Affiliated Fund will notify each 

Regulated Fund that holds an 

investment in the issuer of the proposed 

Disposition at the earliest practical time; 

(ii). the Adviser to each Regulated 

Fund that holds an investment in the 

issuer will formulate a recommendation 

as to participation by such Regulated 

Fund in the Disposition; and 

(iii). the Advisers will provide to the 

Board of each Regulated Fund that 

holds an investment in the issuer all 

information relating to the existing 

investments in the issuer of the 

Regulated Funds and Affiliated Funds, 

including the terms of such investments 

and how they were made, that is 

necessary for the Required Majority to 

make the findings required by this 

Condition. 

(b). Enhanced Board Approval. 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: 

(i). The Disposition complies with 

Condition 2(c)(i), (ii), (iii)(A), and (iv); 

and 

(ii). the making and holding of the 

Pre-Boarding Investments were not 

prohibited by Section 57 or Rule 17d– 

1, as applicable, and records the basis 

for the finding in the Board minutes. 

(c). Additional Requirements: The 

Disposition may only be completed in 

reliance on the Order if: 

(i). Same Terms and Conditions. Each 

Regulated Fund has 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 Affiliated 

Funds and any other Regulated Fund; 

(ii). Original Investments. All of the 

Affiliated Funds’ and Regulated Funds’ 

investments in the issuer are PreBoarding Investments; 

(iii). Advice of counsel. Independent 

counsel to the Board advises that the 

making and holding of the investments 

in the Pre-Boarding Investments were 

not prohibited by Section 57 (as 

modified by Rule 57b–1) or Rule 17d– 

1, as applicable; 

(iv). Multiple Classes of Securities. All 

Regulated Funds and Affiliated Funds 

that hold Pre-Boarding Investments in 

the issuer immediately before the time 

of completion of the Co-Investment 

Transaction hold the same security or 

securities of the issuer. For the purpose 

of determining whether the Regulated 

Funds and Affiliated Funds hold the 

same security or securities, they may 

disregard any security held by some but 

not all of them if, prior to relying on the 

Order, the Required Majority is 

presented with all information 

necessary to make a finding, and finds, 

that: (x) Any Regulated Fund’s or 

Affiliated Fund’s holding of a different 

class of securities (including for this 

purpose a security with a different 

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82021 

28 In determining whether a holding is 

‘‘immaterial’’ for purposes of the Order, the 

Required Majority will consider whether the nature 

and extent of the interest in the transaction or 

arrangement is sufficiently small that a reasonable 

person would not believe that the interest affected 

the determination of whether to enter into the 

transaction or arrangement or the terms of the 

transaction or arrangement. 

29To the extent that a Follow-On Investment 

opportunity is in a security or arises in respect of 

a security held by the participating Regulated 

Funds and Affiliated Funds, proportionality will be 

measured by each participating Regulated Fund’s 

and Affiliated Fund’s outstanding investment in the 

security in question immediately preceding the 

Follow-On Investment using the most recent 

available valuation thereof. To the extent that a 

Follow-On Investment opportunity relates to an 

opportunity to invest in a security that is not in 

respect of any security held by any of the 

participating Regulated Funds or Affiliated Funds, 

proportionality will be measured by each 

participating Regulated Fund’s and Affiliated 

Fund’s outstanding investment in the issuer 

immediately preceding the Follow-On Investment 

using the most recent available valuation thereof. 

maturity date) is immaterial 28 in 

amount, including immaterial relative to 

the size of the issuer; and (y) the Board 

records the basis for any such finding in 

its minutes. In addition, securities that 

differ only in respect of issuance date, 

currency, or denominations may be 

treated as the same security; and 

(v). No control. The Affiliated Funds, 

the other Regulated Funds and their 

affiliated persons (within the meaning 

of Section 2(a)(3)(C) of the Act), 

individually or in the aggregate, do not 

control the issuer of the securities 

(within the meaning of Section 2(a)(9) of 

the Act). 

8. Standard Review Follow-Ons. 

(a). General. If any Regulated Fund or 

Affiliated Fund desires to make a 

Follow-On Investment in an issuer and 

the Regulated Funds and Affiliated 

Funds holding investments in the issuer 

previously participated in a CoInvestment Transaction with respect to 

the issuer: 

(i). The Adviser to each such 

Regulated Fund or Affiliated Fund will 

notify each Regulated Fund that holds 

securities of the portfolio company of 

the proposed transaction at the earliest 

practical time; and 

(ii). the Adviser to each Regulated 

Fund that holds an investment in the 

issuer will formulate a recommendation 

as to the proposed participation, 

including the amount of the proposed 

investment, by such Regulated Fund. 

(b). No Board Approval Required. A 

Regulated Fund may participate in the 

Follow-On Investment without 

obtaining prior approval of the Required 

Majority if: 

(i). (A) The proposed participation of 

each Regulated Fund and each 

Affiliated Fund in such investment is 

proportionate to its outstanding 

investments in the issuer or the security 

at issue, as appropriate,29 immediately 

preceding the Follow-On Investment; 

and (B) 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); or 

(ii). it is a Non-Negotiated Follow-On 

Investment. 

(c). Standard Board Approval. 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 makes the 

determinations set forth in Condition 

2(c). If the only previous Co-Investment 

Transaction with respect to the issuer 

was an Enhanced Review Disposition 

the Eligible Directors must complete 

this review of the proposed Follow-On 

Investment both on a stand-alone basis 

and together with the Pre-Boarding 

Investments in relation to the total 

economic exposure and other terms of 

the investment. 

(d). Allocation. If, with respect to any 

such Follow-On Investment: 

(i). The amount of the opportunity 

proposed to be made available to any 

Regulated Fund is not based on the 

Regulated Funds’ and the Affiliated 

Funds’ outstanding investments in the 

issuer or the security at issue, as 

appropriate, immediately preceding the 

Follow-On Investment; and 

(ii). the aggregate amount 

recommended by the Advisers to be 

invested in the Follow-On Investment 

by the participating Regulated Funds 

and any participating Affiliated Funds, 

collectively, exceeds the amount of the 

investment opportunity, then the 

Follow-On Investment opportunity will 

be allocated among them pro rata based 

on the size of the Internal Orders, as 

described in section III.A.1.b. of the 

application. 

(e). Other Conditions. 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. Enhanced Review Follow-Ons. 

(a). General. If any Regulated Fund or 

Affiliated Fund desires to make a 

Follow-On Investment in an issuer that 

is a Potential Co-Investment Transaction 

and the Regulated Funds and Affiliated 

Funds holding investments in the issuer 

have not previously participated in a 

Co-Investment Transaction with respect 

to the issuer: 

(i). The Adviser to each such 

Regulated Fund or Affiliated Fund will 

notify each Regulated Fund that holds 

securities of the portfolio company of 

the proposed transaction at the earliest 

practical time; 

(ii). the Adviser to each Regulated 

Fund that holds an investment in the 

issuer will formulate a recommendation 

as to the proposed participation, 

including the amount of the proposed 

investment, by such Regulated Fund; 

and 

(iii). the Advisers will provide to the 

Board of each Regulated Fund that 

holds an investment in the issuer all 

information relating to the existing 

investments in the issuer of the 

Regulated Funds and Affiliated Funds, 

including the terms of such investments 

and how they were made, that is 

necessary for the Required Majority to 

make the findings required by this 

Condition. 

(b). Enhanced Board Approval. 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 reviews the proposed 

Follow-On Investment both on a standalone basis and together with the PreBoarding Investments in relation to the 

total economic exposure and other 

terms and makes the determinations set 

forth in Condition 2(c). In addition, the 

Follow-On Investment may only be 

completed in reliance on the Order if 

the Required Majority of each 

participating Regulated Fund 

determines that the making and holding 

of the Pre-Boarding Investments were 

not prohibited by Section 57 (as 

modified by Rule 57b–1) or Rule 17d– 

1, as applicable. The basis for the 

Board’s findings will be recorded in its 

minutes. 

(c). Additional Requirements. The 

Follow-On Investment may only be 

completed in reliance on the Order if: 

(i). Original Investments. All of the 

Affiliated Funds’ and Regulated Funds’ 

investments in the issuer are PreBoarding Investments; 

(ii). Advice of counsel. Independent 

counsel to the Board advises that the 

making and holding of the investments 

in the Pre-Boarding Investments were 

not prohibited by Section 57 (as 

modified by Rule 57b–1) or Rule 17d– 

1, as applicable; 

(iii). Multiple Classes of Securities. 

All Regulated Funds and Affiliated 

Funds that hold Pre-Boarding 

Investments in the issuer immediately 

82022 Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 

30Applicants are not requesting and the 

Commission is not providing any relief for 

transaction fees received in connection with any 

Co-Investment Transaction. 

before the time of completion of the CoInvestment Transaction hold the same 

security or securities of the issuer. For 

the purpose of determining whether the 

Regulated Funds and Affiliated Funds 

hold the same security or securities, 

they may disregard any security held by 

some but not all of them if, prior to 

relying on the Order, the Required 

Majority is presented with all 

information necessary to make a 

finding, and finds, that: (x) Any 

Regulated Fund’s or Affiliated Fund’s 

holding of a different class of securities 

(including for this purpose a security 

with a different maturity date) is 

immaterial in amount, including 

immaterial relative to the size of the 

issuer; and (y) the Board records the 

basis for any such finding in its 

minutes. In addition, securities that 

differ only in respect of issuance date, 

currency, or denominations may be 

treated as the same security; and 

(iv). No control. The Affiliated Funds, 

the other Regulated Funds and their 

affiliated persons (within the meaning 

of Section 2(a)(3)(C) of the Act), 

individually or in the aggregate, do not 

control the issuer of the securities 

(within the meaning of Section 2(a)(9) of 

the Act). 

(d). Allocation. If, with respect to any 

such Follow-On Investment: 

(i). The amount of the opportunity 

proposed to be made available to any 

Regulated Fund is not based on the 

Regulated Funds’ and the Affiliated 

Funds’ outstanding investments in the 

issuer or the security at issue, as 

appropriate, immediately preceding the 

Follow-On Investment; and 

(ii). the aggregate amount 

recommended by the Advisers to be 

invested in the Follow-On Investment 

by the participating Regulated Funds 

and any participating Affiliated Funds, 

collectively, exceeds the amount of the 

investment opportunity, then the 

Follow-On Investment opportunity will 

be allocated among them pro rata based 

on the size of the Internal Orders, as 

described in section III.A.1.b. of the 

application. 

(e). Other Conditions. 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. 

10. Board Reporting, Compliance and 

Annual Re-Approval. 

(a). Each Adviser to a Regulated Fund 

will present to the Board of each 

Regulated Fund, on a quarterly basis, 

and at such other times as the Board 

may request, (i) a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Funds or any of the Affiliated 

Funds during the preceding quarter that 

fell within the Regulated Fund’s thencurrent Objectives and Strategies and 

Board-Established Criteria that were not 

made available to the Regulated Fund, 

and an explanation of why such 

investment opportunities were not made 

available to the Regulated Fund; (ii) a 

record of all Follow-On Investments in 

and Dispositions of investments in any 

issuer in which the Regulated Fund 

holds any investments by any Affiliated 

Fund or other Regulated Fund during 

the prior quarter; and (iii) all 

information concerning Potential CoInvestment Transactions and CoInvestment Transactions, including 

investments made by other Regulated 

Funds or Affiliated Funds that the 

Regulated Fund considered but declined 

to participate in, so that the 

Independent Directors, may determine 

whether all Potential Co-Investment 

Transactions and Co-Investment 

Transactions during the preceding 

quarter, including those investments 

that the Regulated Fund considered but 

declined to participate in, comply with 

the Conditions. 

(b). All information presented to the 

Regulated Fund’s 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. 

(c). Each Regulated Fund’s chief 

compliance officer, as defined in rule 

38a–1(a)(4), will prepare an annual 

report for its Board each year that 

evaluates (and documents the basis of 

that evaluation) the Regulated Fund’s 

compliance with the terms and 

Conditions of the application and the 

procedures established to achieve such 

compliance. In the case of a BDC 

Downstream Fund that does not have a 

chief compliance officer, the chief 

compliance officer of the BDC that 

controls the BDC Downstream Fund will 

prepare the report for the relevant 

Independent Party. 

(d). The Independent Directors 

(including the non-interested members 

of each Independent Party) will 

consider at least annually whether 

continued participation in new and 

existing Co-Investment Transactions is 

in the Regulated Fund’s best interests. 

11. Record Keeping. 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). 

12. Director Independence. No 

Independent Director (including the 

non-interested members of each 

Independent Party) of a Regulated Fund 

will also be a director, general partner, 

managing member or principal, or 

otherwise be an ‘‘affiliated person’’ (as 

defined in the Act) of any Affiliated 

Fund. 

13. Expenses. 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 

advisory agreements with the Regulated 

Funds and the Affiliated Funds, be 

shared by the Regulated Funds and the 

participating Affiliated Funds in 

proportion to the relative amounts of the 

securities held or being acquired or 

disposed of, as the case may be. 

14. Transaction Fees.30 Any 

transaction fee (including break-up, 

structuring, monitoring or commitment 

fees but excluding brokerage or 

underwriting compensation permitted 

by Section 17(e) or 57(k)) received in 

connection with any Co-Investment 

Transaction will be distributed to the 

participants 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 an 

Adviser at a bank or banks having the 

qualifications prescribed in Section 

26(a)(1), and the account will earn a 

competitive rate of interest that will also 

be divided pro rata among the 

participants. None of the Adviser, the 

Affiliated Funds, the other Regulated 

Funds or any affiliated person of the 

Affiliated Funds or the Regulated Funds 

will receive any additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction other than 

(i) 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)(B)(z), (ii) brokerage or 

underwriting compensation permitted 

by Section 17(e) or 57(k) or (iii) in the 

case of the Adviser, investment advisory 

compensation paid in accordance with 

investment advisory agreements 

between the applicable Regulated 

Federal Register / Vol. 85, No. 243 / Thursday, December 17, 2020 / Notices 82023 

Fund(s) or Affiliated Fund(s) and its 

Adviser. 

15. Independence. 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 in the 

same percentages as the Regulated 

Fund’s other shareholders (not 

including the Holders) when voting on 

(1) the election of directors; (2) the 

removal of one or more directors; or (3) 

any other matter under either the 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. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27811 Filed 12–16–20; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

Data Collection Available for Public 

Comments 

ACTION: 60-Day notice and request for 

comments. 

SUMMARY: In accordance with the 

Paperwork Reduction Act of 1995, this 

notice announces the Small Business 

Administration’s intentions to request 

approval on a new and/or currently 

approved information collection. 

DATES: Submit comments on or before 

February 16, 2021. 

ADDRESSES: Send all comments 

regarding whether these information 

collections are necessary for the proper 

performance of the function of the 

agency, whether the burden estimates 

are accurate, and if there are ways to 

minimize the estimated burden and 

enhance the quality of the collections, to 

Louis Cupp, New Markets Policy 

Analyst, Office of Investment and 

Innovation, Small Business 

Administration. 

FOR FURTHER INFORMATION CONTACT: 

Louis Cupp, New Markets Policy 

Analyst, Office of Investment and 

Innovation, 202–619–0511 

Curtis B. Rich, Management Analyst, 

202–205–7030, curtis.rich@sba.gov 

SUPPLEMENTARY INFORMATION: To obtain 

the information needed to carry out its 

program evaluation and oversight 

responsibilities. SBA requires small 

business investment companies (SBIC’S) 

to provide information on SBA Form 

1031 each time financing is extended to 

a small business concern. SBA uses this 

information to evaluate how SBIC’S fill 

market financing gaps and contribute to 

economic growth, and to monitor the 

regulatory compliance of individual 

SBIC’S. 

Title: ‘‘Portfolio Financial Reports’’. 

Description of Respondents: Small 

Business Investment Companies. 

Form Number: 1031. 

Annual Responses: 2,695. 

Annual Burden: 728. 

Curtis Rich, 

Management Analyst. 

[FR Doc. 2020–27805 Filed 12–16–20; 8:45 am] 

BILLING CODE 8026–03–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #16692 and #16693; 

Delaware Disaster Number DE–00026] 

Presidential Declaration Amendment of 

a Major Disaster for Public Assistance 

Only for the State of Delaware 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 1. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Delaware (FEMA–4566–DR), 

dated 10/02/2020. 

Incident: Tropical Storm Isaias. 

Incident Period: 08/04/2020 through 

08/07/2020. 

DATES: Issued on 12/02/2020. 

Physical Loan Application Deadline 

Date: 12/01/2020. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 07/02/2021. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street SW, Suite 6050, 

Washington, DC 20416, (202) 205–6734. 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for Private Non-Profit 

organizations in the State of Delaware, 

dated 10/02/2020, is hereby amended to 

include the following areas as adversely 

affected by the disaster. 

Primary Counties: New Castle 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

Cynthia Pitts, 

Acting Associate Administrator for Disaster 

Assistance. 

[FR Doc. 2020–27751 Filed 12–16–20; 8:45 am] 

BILLING CODE 8026–03–P 

SMALL BUSINESS ADMINISTRATION 

Disaster Declaration #16807 and 

#16808; Texas Disaster Number TX– 

00587;Presidential Declaration of a 

Major Disaster for Public Assistance 

Only for the State of Texas 

AGENCY: Small Business Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Texas (FEMA–4572–DR), 

dated 12/09/2020. 

Incident: Hurricane Laura. 

Incident Period: 08/23/2020 through 

08/27/2020. 

DATES: Issued on 12/09/2020. 

Physical Loan Application Deadline 

Date: 02/08/2021. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 09/09/2021. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street SW, Suite 6050, 

Washington, DC 20416, (202) 205–6734. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

President’s major disaster declaration on 

12/09/2020, Private Non-Profit 

organizations that provide essential 

services of a governmental nature may 

file disaster loan applications at the 

address listed above or other locally 

announced locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: Galveston, Jasper, 

Jefferson, Newton, Orange 

The Interest Rates are: 

Percent 

For Physical Damage: 

Non-Profit Organizations With 

Credit Available Elsewhere ... 2.750 

Non-Profit Organizations Without Credit Available Elsewhere ..................................... 2.750 

For Economic Injury: 

Non-Profit Organizations Without Credit Available Elsewhere ..................................... 2.750 

The number assigned to this disaster 

for physical damage is 168078 and for 

economic injury is 168080.