50846 Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 

FOR FURTHER INFORMATION CONTACT: 

Enrollees may call 1–800–LTC–FEDS 

(1–800–582–3337) (TTY: 1–800–843– 

3557) or visit http://www.ltcfeds.com. 

For purposes of this Federal Register 

notice only, the contact at OPM is John 

Cutler, Senior Policy Analyst, Strategic 

Human Resources Policy Division, at 

john.cutler@opm.gov or (202) 606–0735. 

SUPPLEMENTARY INFORMATION: The LongTerm Care Security Act (Pub. L. 106– 

265) directs OPM to provide periodic 

opportunities for eligible persons to 

apply for coverage in the FLTCIP. OPM 

has issued regulations (5 CFR 875.402– 

875.404) which set forth procedures for 

FLTCIP open seasons. This notice is 

issued under the provisions of 

§ 875.402(b). The Special Decision 

Period described in this Notice is solely 

for current enrollees to make coverage 

changes. Eligible enrollees will be 

notified directly about the Special 

Decision Period by Long Term Care 

Partners, the program administrator. 

Enrollees who have plan options 

subject to a rate increase beginning in 

January 2010 will be offered a specified 

‘‘landing spot’’ to allow them to reduce 

their coverage in order to keep their 

premium approximately the same 

amount as it is today. Eligible enrollees 

will also be given an opportunity to 

change to the new FLTCIP plan design 

which offers some features different 

than those currently available. Enrollees 

who make coverage changes outside of 

this Special Decision Period may be 

subject to full underwriting, as specified 

in § 875.403, and different premium 

calculation rules. 

Qualified enrollees under these 

special rules: Persons enrolled in the 

FLTCIP standard plan as of October 1, 

2009, and those individuals whose 

application for the standard plan was 

received on or before September 30, 

2009, and whose enrollment was 

approved are eligible to make changes 

during the Special Decision Period, 

provided they are not in benefit eligible 

status. 

Underwriting requirements: Eligible 

enrollees who wish to reduce their 

coverage or keep their current coverage 

(subject to any applicable rate increases) 

will be able to do so without 

underwriting. They may also change to 

the specified ‘‘landing spot’’ without 

underwriting. No enrollee’s coverage 

will change unless he or she voluntarily 

chooses to change it. Other coverage 

changes may require underwriting. 

If underwriting is required, eligible 

enrollees who are active workforce 

members or spouses of active workforce 

members will be subject to the 

abbreviated underwriting standards in 

effect for the FLTCIP as of October 1, 

2009. In accordance with 

§ 875.404(b)(2), active workforce 

members who seek to make changes that 

require underwriting must be actively at 

work in order for coverage changes to 

become effective. For decision period 

changes with a January 1, 2010, effective 

date, actively at work requirements are 

modified. For a coverage change to 

become effective January 1, 2010, the 

active workforce member must be 

actively at work one day during the 

month of December 2009. If 

underwriting is required for any other 

eligible enrollees, they will be subject to 

the full underwriting standards in effect 

for the FLTCIP as of October 1, 2009. 

Billing age: For enrollees who retain 

their current benefits, premiums are 

based on the enrollee’s age at purchase. 

For enrollees who choose to change 

their benefits, premiums will be 

determined on a blended rate basis, 

taking into account the enrollee’s age at 

purchase and the enrollee’s attained age 

as of January 1, 2010. 

Premiums: Certain current enrollees 

in the FLTCIP will experience a 

premium increase, effective January 1, 

2010. The premium increase affects 

current enrollees who applied to the 

FLTCIP on or before September 30, 

2009, who have the Automatic 

Compound Inflation Option (ACIO) and 

whose age at purchase was under 70. 

Enrollees affected by the premium 

increase will receive detailed written 

information about the specific amount 

of the increase from Long Term Care 

Partners. Long Term Care Partners will 

also provide information on how 

enrollees may reduce their benefits in 

order to avoid the premium increase 

and keep their new premium 

approximately the same as their current 

premium. All eligible enrollees will also 

be given an opportunity to change to the 

new FLTCIP plan design. Premiums for 

coverage changes will vary according to 

the enrollee’s age and the coverage 

options selected. 

Effective date: The effective date of 

coverage changes that do not require 

underwriting will be January 1, 2010, 

regardless of when the Special Decision 

Period request is received. Coverage 

changes requiring underwriting will be 

effective January 1, 2010, or the first day 

of the month following approval of the 

request, whichever is later. 

Enrollees who make coverage changes 

under these provisions will receive a 

revised Benefit Booklet and Schedule of 

Benefits. Enrollees will have 30 days 

after the date these items are mailed to 

cancel their Special Decision Period 

coverage changes and revert to their 

original coverage or to make another 

Special Decision Period choice. 

Enrollees will receive a refund of any 

difference in premiums paid for a 

coverage change that is cancelled within 

those 30 days. If enrollees cancel the 

coverage change after 30 days, they will 

not receive a refund of any difference in 

premiums paid for the changed 

coverage, unless those premiums are for 

a period after the effective date of the 

cancellation. 

OPM expects to hold a FLTCIP Open 

Season for all individuals eligible to 

apply in late 2010. We will issue a 

separate Notice in the Federal Register 

describing the procedures for that Open 

Season at a later time. 

Authority: 5 U.S.C. 9008; 5 CFR 875.402. 

U.S. Office of Personnel Management. 

John Berry, 

Director. 

[FR Doc. E9–23727 Filed 9–30–09; 8:45 am] 

BILLING CODE 6325–39–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28930] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

September 25, 2009. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of September, 

2009. A copy of each application may be 

obtained via the Commission’s Web site 

by searching for the file number, or an 

applicant using the Company name box, 

at http://www.sec.gov/search/ 

search.htm or by calling (202) 551– 

8090. An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by writing to the SEC’s 

Secretary at the address below and 

serving the relevant applicant with a 

copy of the request, personally or by 

mail. Hearing requests should be 

received by the SEC by 5:30 p.m. on 

October 20, 2009, and should be 

accompanied by proof of service on the 

applicant, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. 


PWALKER on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 50847 

FOR FURTHER INFORMATION CONTACT: 

Diane L. Titus at (202) 551–6810, SEC, 

Division of Investment Management, 

Office of Investment Company 

Regulation, 100 F Street, NE., 

Washington, DC 20549–4041. 

Keystone Tax Exempt Trust [File No. 

811–4334] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

March 1, 1996, applicant transferred its 

assets to Keystone Tax Free Fund, based 

on net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on September 3, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone Hartwell Growth Fund [File 

No. 811–1380] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about July 

31, 1997, applicant transferred its assets 

Keystone Omega Fund, based on net 

asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on September 3, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Eagle Growth Shares, Inc. [File No. 

811–1935] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 17, 2009, 

applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of 

approximately $82,682 incurred in 

connection with the liquidation were 

paid by applicant. Applicant has 

retained approximately $36,384 in cash 

to pay certain remaining liabilities. 

Filing Date: The application was filed 

on September 10, 2009. 

Applicant’s Address: 1200 North 

Federal Hwy., Suite 424, Boca Raton, FL 

33432. 

Surgeons Diversified Investment Fund 

[File No. 811–21868] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On April 20, 

2009, applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $53,816 

incurred in connection with the 

liquidation were paid by Surgeons Asset 

Management, LLC, applicant’s 

investment adviser. 

Filing Date: The application was filed 

on August 20, 2009. 

Applicant’s Address: Surgeons Asset 

Management, LLC, 633 North St. Clair 

St., Chicago, IL 60611. 

Keystone Precious Metals Holdings, Inc. 

[File No. 811–2303] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

Precious Metals Fund, a series of 

Evergreen International Trust, based on 

net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on August 20, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone Omega Fund [File No. 811– 

1600] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

Omega Fund, a series of Evergreen 

Equity Trust, based on net asset value. 

Expenses incurred in connection with 

the reorganization were paid by 

applicant. 

Filing Date: The application was filed 

on August 20, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Ralph Parks Portfolios Trust [File No. 

811–21845] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 29, 2009, 

applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $12,764 

incurred in connection with the 

liquidation were paid by applicant and 

Ralph Parks Investment Group, 

applicant’s investment adviser. 

Filing Date: The application was filed 

on August 18, 2009. 

Applicant’s Address: Meadowgate 

Office Park, 101 Sully’s Trail, Bldg. 10, 

Pittsford, NY 14534. 

Pioneer Independence Plans [File No. 

811–8551] 

Summary: Applicant, a unit 

investment trust, seeks an order 

declaring that it has ceased to be an 

investment company. On June 22, 2007, 

applicant made a liquidating 

distribution to its planholders, based on 

net asset value. Applicant incurred no 

expenses in connection with the 

liquidation. 

Filing Date: The application was filed 

on September 9, 2009. 

Applicant’s Address: 60 State St., 

Boston, MA 02109. 

Pioneer Growth Shares [File No. 811– 

1604] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On December 7, 

2007, applicant transferred its assets to 

Pioneer Independence Fund, based on 

net asset value. Expenses of 

approximately $221,761 incurred in 

connection with the reorganization were 

paid by applicant, the acquiring fund, 

and Pioneer Investment Management, 

Inc., applicant’s investment adviser. 

Filing Date: The application was filed 

on September 9, 2009. 

Applicant’s Address: 60 State St., 

Boston, MA 02109. 

Keystone Strategic Development Fund 

[File No. 811–8694] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

Natural Resources Fund, a series of 

Evergreen International Trust, based on 

net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on September 1, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone World Bond Fund [File No. 

811–4830] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about July 

31, 1997, applicant transferred its assets 

to Keystone Strategic Income Fund, 

based on net asset value. Expenses 

incurred in connection with the 

reorganization were paid by applicant. 

Filing Date: The application was filed 

on September 1, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone Strategic Growth Fund (K–2) 

[File No. 811–97] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

Strategic Growth Fund, a series of 

Evergreen Equity Trust, based on net 

asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on August 31, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 


PWALKER on DSK8KYBLC1PROD with NOTICES
50848 Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 

Keystone International Fund Inc. [File 

No. 811–1231] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

International Growth Fund, a series of 

Evergreen International Trust, based on 

net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on August 17, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Western Asset/Claymore U.S. Treasury 

Inflation Protected Securities Fund 3 

[File No. 811–21559] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Date: The application was filed 

on August 14, 2009. 

Applicant’s Address: 385 East 

Colorado Blvd., Pasadena, CA 91101. 

Keystone Liquid Trust [File No. 811– 

2521] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about July 

31, 1997, applicant transferred its assets 

to Evergreen Money Market Fund, a 

series of Evergreen Money Market Trust, 

based on net asset value. Expenses 

incurred in connection with the 

reorganization were paid by applicant. 

Filing Date: The application was filed 

on August 19, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone Strategic Income Fund [File 

No. 811–4947] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about 

December 22, 1997, applicant 

transferred its assets to Evergreen 

Strategic Income Fund, a series of 

Evergreen Fixed Income Trust, based on 

net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on August 20, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Waddell & Reed Advisors Vanguard 

Fund, Inc. [File No. 811–1806] 

Waddell & Reed Advisors International 

Growth Fund, Inc. [File No. 811–2004] 

Waddell & Reed Advisors Continental 

Income Fund, Inc. [File No. 811–2008] 

Waddell & Reed Advisors Retirement 

Shares, Inc. [File No. 811–2263] 

Waddell & Reed Advisors Funds, Inc. 

[File No. 811–2552] 

Waddell & Reed Advisors New 

Concepts Fund, Inc. [File No. 811–3695] 

Waddell & Reed Advisors Asset 

Strategy Fund, Inc. [File No. 811–7217] 

Waddell & Reed Advisors Tax-Managed 

Equity Fund, Inc. [File No. 811–9789] 

Waddell & Reed Advisors Select Funds, 

Inc. [File No. 811–10135] 

Summary: Each applicant seeks an 

order declaring that it has ceased to be 

an investment company. On January 30, 

2009, each applicant transferred its 

assets to Waddell & Reed Advisors 

Funds, based on net asset value. 

Expenses of approximately $120,269, 

$62,712, $29,428, $34,751, $584,038, 

$117,640, $192,396, $14,266 and 

$135,564, respectively, incurred in 

connection with the reorganizations 

were paid by each applicant. 

Filing Date: The applications were 

filed on August 27, 2009. 

Applicants’ Address: 6300 Lamar 

Ave., Shawnee Mission, KS 66202– 

4200. 

Kayne Anderson Canadian Energy 

Income Fund, Inc. [File No. 811–21945] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on July 17, 2009, and amended on 

September 2, 2009. 

Applicant’s Address: 717 Texas Ave., 

Suite 3100, Houston, TX 77002. 

Keystone Emerging Markets Fund [File 

No. 811–7551] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on July 28, 2009, and amended on 

September 2, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

Keystone Balanced Fund II [File No. 

811–7679] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On or about July 

17, 1997, applicant transferred its assets 

to Evergreen Foundation Trust, based on 

net asset value. Expenses incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Dates: The application was 

filed on July 27, 2009, and amended on 

August 31, 2009. 

Applicant’s Address: 200 Berkeley St., 

Boston, MA 02116. 

AIM Core Allocation Portfolio Series 

[File No. 811–21792] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Each series of 

applicant was liquidated at net asset 

value through a series of shareholder 

redemptions that was completed on 

February 26, 2009. Expenses of 

approximately $422 incurred in 

connection with the liquidation were 

paid by Invesco Aim Advisors, Inc., 

applicant’s investment adviser. 

Filing Dates: The application was 

filed on August 14, 2009, and amended 

on September 17, 2009. 

Applicant’s Address: 11 Greenway 

Plaza, Suite 100, Houston, TX 77046– 

1173. 

E*TRADE Funds [File No. 811–9093] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On March 30, 

2009 and April 27, 2009, applicant 

made liquidating distributions to its 

shareholders, based on net asset value. 

Expenses of $50,000 incurred in 

connection with the liquidation were 

paid by E*TRADE Asset Management, 

Inc., applicant’s investment adviser. 

Filing Date: The application was filed 

on August 20, 2009. 

Applicant’s Address: 4500 Bohannon 

Dr., Menlo Park, CA 94025. 

Servus Life Insurance Company 

Separate Account One [File No. 811– 

9031] 

Servus Life Insurance Company 

Separate Account Two [File No. 811– 

9043] 

Summary: Applicants seeks an order 

declaring that they have ceased to be 

investment companies. Applicants 

request deregistration based on 

abandonment of registration. Applicants 

have not commenced operations and are 

not now engaged, or intending to 

engage, in any business activities other 

than those necessary for winding up 

their affairs. 


PWALKER on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 50849 

1Section 2(a)(48) defines a BDC to be any closedend 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. 

2Sections 2(a)(3)(C) defines an ‘‘affiliated person’’ 

of another person as any person directly or 

indirectly controlling, controlled by, or under 

common control with, such other person. 

3All existing entities that currently intend to rely 

on the order have been named as applicants and 

any future entities that may rely on the order in the 

future will comply with its terms and conditions. 

4The term ‘‘Required Majority,’’ when used with 

respect to the approval of a proposed transaction, 

plan, or arrangement, means both a majority of a 

BDC’s directors or general partners who have no 

financial interest in such transaction, plan, or 

arrangement and a majority of such directors or 

general partners who are not interested persons of 

such company. 

Filing Date: The applications were 

filed on July 23, 2009. 

Applicants’ Address: Seaview House, 

70 Seaview Avenue, Stamford, CT 

06902–6040. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23669 Filed 9–30–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28931; File No. 812–13569] 

Ridgewood Capital Energy Growth 

Fund, LLC, et al.; Notice of Application 

September 25, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 57(i) of the 

Investment Company Act of 1940 (the 

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

permit certain joint transactions 

otherwise prohibited by section 57(a)(4) 

of the Act and under section 17(d) of the 

Act and rule 17d–1 under the Act 

authorizing certain joint transactions. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit a business 

development company (‘‘BDC’’) to coinvest with certain affiliated investment 

funds in portfolio companies. 

APPLICANTS: Ridgewood Capital Energy 

Growth Fund, LLC (the ‘‘Company’’), 

Ridgewood Capital Fund IV, LLC, 

Ridgewood Capital Fund IV–B, LLC, 

Ridgewood Capital Fund IV–C, LLC, 

Ridgewood Capital QP Fund IV, LLC, 

Ridgewood Capital QP Fund IV–B, LLC, 

Ridgewood Capital QP Fund IV–C, LLC, 

Ridgewood QP Fund III LLC, and 

Ridgewood Venture Fund III LLC (each 

individually, a ‘‘Fund’’ and collectively, 

the ‘‘Funds’’), and Ridgewood Capital 

Management, LLC (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on August 25, 2008 and amended on 

February 6, 2009, June 4, 2009, and 

September 24, 2009. 

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 October 20, 2009, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F St., 

NE., Washington, DC 20549–1090. 

Applicants: c/o Daniel V. Gulino, Esq., 

Ridgewood Capital Energy Growth 

Fund, LLC, 947 Linwood Avenue, 

Ridgewood, New Jersey 07450. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Attorney Advisor, at (202) 551– 

6819, or Mary Kay Frech, Branch Chief, 

at (202) 551–6821 (Office of Investment 

Company Regulation, Division of 

Investment Management). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or 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 is an externally 

managed, non-diversified, closed-end 

management investment company that 

intends to elect to be regulated as a BDC 

under the Act.1 The Company intends to 

operate as a specialty investment 

company focused on providing 

customized financing to a limited 

number of energy or renewable energy, 

technology, and growth-based 

companies from the early stages of 

development to the expansion and later 

stages of development. The Company’s 

investment objective is to generate longterm capital appreciation from these 

equity-related investments. The 

Company will have a five-member board 

of directors (the ‘‘Board’’) of which three 

members are not ‘‘interested persons’’ of 

the Company within the meaning of 

section 2(a)(19) of the Act (the 

‘‘Independent Directors’’). The Adviser 

is an investment adviser registered 

under the Investment Advisers Act of 

1940 and will manage the investment 

activities of the Company pursuant to an 

investment advisory agreement. 

2. Each of the Funds is a Delaware 

limited liability company of which the 

Adviser is the managing member and is 

a separate and distinct legal entity. Each 

is excluded from the definition of 

investment company by either section 

3(c)(1) or 3(c)(7) of the Act. The Funds’ 

investment objectives are essentially the 

same as those of the Company. Each 

Fund is operated in accordance with a 

limited liability company agreement 

(collectively, the ‘‘Agreements’’). The 

Agreements also serve effectively as the 

advisory contracts between the Adviser 

and each Fund and provide the Adviser 

with full, exclusive and complete 

discretion in the management and 

control of the Funds. The Adviser may 

in the future advise other entities that 

are affiliated persons of the Company as 

defined in section 2(a)(3)(C) of the Act 

(the ‘‘Future Co-Investment 

Affiliates’’).2

3. Applicants request relief permitting 

the Company, the Funds and any Future 

Co-Investment Affiliate to co-invest in 

portfolio companies (the ‘‘CoInvestment Program’’ and each 

investment, a ‘‘Co-Investment 

Transaction’’).3 Each Co-Investment 

Transaction would be allocated among 

the Company, on the one hand, and the 

Funds, on the other hand. In selecting 

investments for the Company, the 

Adviser will consider only the 

investment objective, investment 

policies, investment position, capital 

available for investment, and other 

pertinent factors applicable to the 

Company. While co-investment would 

be the norm, each transaction and the 

proposed allocation of each investment 

opportunity would be approved prior to 

the actual investment by the required 

majority (within the meaning of section 

57(o)) (the ‘‘Required Majority’’).4

Applicants’ Legal Analysis 

1. Section 57(a)(4) of the Act prohibits 

certain affiliated persons of a BDC from 

participating in a joint transaction with 

the 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). 


PWALKER on DSK8KYBLC1PROD with NOTICES