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
50850 Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 

Applicants state that each of the Funds 

could be deemed to be a person related 

to the Company in a manner described 

by section 57(b) by virtue of their being 

under common control with the 

Company. 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. Because the 

Commission has not adopted any rules 

under section 57(a)(4), rule 17d–1 

applies. 

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

17d–1 under the Act prohibit affiliated 

persons of a registered investment 

company from participating in joint 

transactions with the company unless 

the Commission has granted an order 

permitting such transactions. Rule 17d– 

1, as made applicable to BDCs by 

section 57(i), prohibits any person who 

is related to a BDC in a manner 

described in section 57(b), acting as 

principal, from participating in, or 

effecting any transaction in connection 

with, any joint enterprise or other joint 

arrangement or profit-sharing plan in 

which the BDC is a participant, absent 

an order from the Commission. In 

passing upon applications under rule 

17d–1, the Commission considers 

whether the company’s participation in 

the joint transaction is consistent with 

the provisions, policies, and purposes of 

the Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of other 

participants. 

3. Applicants state that they expect 

that co-investment in portfolio 

companies by the Company and the 

Funds will increase favorable 

investment opportunities for the 

Company. The Co-Investment Program 

will be effected only if it is approved by 

the Required Majority on the basis that 

it would be advantageous for the 

Company to have the additional capital 

from the Funds available to meet the 

funding requirements of attractive 

investments in portfolio companies. 

4. Applicants submit that the fact that 

the Required Majority will approve each 

Co-Investment Transaction before 

investment, and other protective 

conditions set forth in the application, 

will ensure that the Company will be 

treated fairly. Applicants state that the 

Company’s participation in the CoInvestment Transactions will be 

consistent with the provisions, policies, 

and purposes of the 1940 Act and on a 

basis that is not different from or less 

advantageous than that of other 

participants. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each time the Adviser considers an 

investment for the Funds and/or the 

Company, it will make an independent 

determination of the appropriateness of 

the investment for the Company in light 

of the Company’s then-current 

circumstances. 

2. (a) If the Adviser deems the 

Company’s participation in any such 

investment opportunity to be 

appropriate for the Company, it will 

then determine an appropriate level of 

investment for the Company. 

(b) If the aggregate amount 

recommended by the Adviser to be 

invested in such Co-Investment 

Transaction by the Company, together 

with the amount proposed to be 

invested by the Funds, collectively, in 

the same transaction, exceeds the 

amount of the investment opportunity, 

the amount proposed to be invested by 

each such party will be allocated among 

them pro rata based on the ratio of the 

Company’s total assets, on one hand, 

and the total assets of the Funds to be 

co-investing, on the other hand, to the 

aggregated total assets of the parties, up 

to the amount proposed to be invested 

by each. The Adviser will provide the 

Required Majority with information 

concerning the Funds’ total assets to 

assist the Required Majority with their 

review of the Company’s investments 

for compliance with these allocation 

procedures. 

(c) After making the determinations 

required in conditions 1 and 2(a), the 

Adviser will distribute written 

information concerning the CoInvestment Transaction, including the 

amount proposed to be invested by the 

Funds, to the Independent Directors for 

their consideration. The Company will 

co-invest with the Funds only if, prior 

to the Company’s and the Funds’ 

participation in the Co-Investment 

Transaction, a Required Majority 

concludes that: 

(i) the terms of the transaction, 

including the consideration to be paid, 

are reasonable and fair and do not 

involve overreaching of the Company or 

its unit-holders on the part of any 

person concerned; 

(ii) the transaction is consistent with 

(A) the interests of the unit-holders of 

the Company; and 

(B) the Company’s investment 

objectives and strategies (as described in 

the Company’s Form 10 and other 

filings made with the Commission by 

the Company under the Securities Act 

of 1933 (the ‘‘1933 Act’’), any reports 

filed by the Company with the 

Commission under the Securities 

Exchange Act of 1934 and the 

Company’s reports to unit-holders); 

(iii) the investment by the Funds 

would not disadvantage the Company, 

and participation by the Company is not 

on a basis different from or less 

advantageous than that of the Funds; 

provided, that if the Funds, but not the 

Company, gain the right to nominate a 

director for election to a portfolio 

company’s board of directors or the 

right to have a board observer or any 

similar right to participate in the 

governance or management of the 

portfolio company, such event shall not 

be interpreted to prohibit the Required 

Majority from reaching the conclusions 

required by this condition (2)(c)(iii), if 

(A) the Required Majority shall have 

the right to ratify the selection of such 

director or board observer, if any, and 

(B) the Adviser agrees to, and does, 

provide, periodic reports to the 

Company’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 

(iv) the proposed investment by the 

Company will not benefit the Adviser or 

the Funds or any affiliated person of 

either of them (other than the Company 

and the Funds), except to the extent 

permitted under sections 17(e) and 57(k) 

of the Act. 

3. The Company has the right to 

decline to participate in any CoInvestment Transaction or to invest less 

than the amount proposed. 

4. The Adviser will present to the 

Board, on a quarterly basis, a record of 

all investments made by the Funds 

during the preceding quarter that fell 

within the Company’s then-current 

investment objectives that were not 

made available to the Company, and an 

explanation of why the investment 

opportunities were not offered to the 

Company. All information presented to 

the Board pursuant to this condition 

will be kept for the life of the Company 

and at least two years thereafter, and 

will be subject to examination by the 

Commission and its staff. 

5. Except for follow-on investments 

made pursuant to condition 8 below, the 

Company and the Funds will not invest 

in any portfolio company in which the 

Funds or any affiliated persons of the 

Funds are existing investors. 

6. The Company will not participate 

in any Co-Investment Transaction 

unless the terms, conditions, price, class 

of securities to be purchased, settlement 


PWALKER on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 74, No. 189 / Thursday, October 1, 2009 / Notices 50851 

date, and registration rights will be the 

same for the Company as for the Funds. 

The grant to the Funds, but not the 

Company, of the right to nominate a 

director for election to a portfolio 

company’s board of directors, the right 

to have an observer on the board of 

directors or similar rights to participate 

in the governance or management of the 

portfolio company will not be 

interpreted so as to violate this 

condition 6, if conditions 2(c)(iii)(A) 

and (B) are met. 

7. If any of the Funds elects to sell, 

exchange or otherwise dispose of an 

interest in a security that was acquired 

by the Company and the Funds in a CoInvestment Transaction, the Adviser 

will: 

(a) notify the Company of the 

proposed disposition at the earliest 

practical time; and 

(b) formulate a recommendation as to 

participation by the Company in any 

such disposition and provide a written 

recommendation to the Independent 

Directors. The Company 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 

Funds. The Company will participate in 

such disposition to the extent that a 

Required Majority determines that it is 

in the Company’s best interests to do so. 

The Company and each of the Funds 

will bear its own expenses in 

connection with any such disposition. 

8. If any of the Funds desires to make 

a ‘‘follow-on investment’’ (i.e., an 

additional investment in the same 

entity) in a portfolio company whose 

securities were acquired by the 

Company and the Funds in a CoInvestment Transaction or to exercise 

warrants or other rights to purchase 

securities of the issuer, the Adviser will: 

(a) notify the Company of the 

proposed disposition at the earliest 

practical time; and 

(b) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed follow-on 

investment, by the Company and 

provide a written recommendation to 

the Independent Directors. 

The Independent Directors will make 

their own determination with respect to 

follow-on investments. To the extent 

that: 

(i) the amount of a follow-on 

investment is not based on the 

Company’s and the Funds’ initial 

investments; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by the Company in such 

follow-on investment, together with the 

amount proposed to be invested by the 

Funds in the same transaction, exceeds 

the amount of the follow-on investment 

opportunity, the amount invested by 

each such party will be allocated among 

them pro rata based on the ratio of each 

party’s total assets to the aggregated 

total assets of both parties, up to the 

maximum amount to be invested by 

each. The Company will participate in 

such investment to the extent that the 

Required Majority determines that it is 

in the Company’s best interest. The 

acquisition of follow-on investments as 

permitted by this condition will be 

subject to the other conditions set forth 

in the application. 

9. The Independent Directors will be 

provided quarterly for review all 

information concerning Co-Investment 

Transactions, including investments 

made by the Funds that the Company 

considered but declined to participate 

in, so that the Independent Directors 

may determine whether all investments 

made during the preceding quarter, 

including those investments which the 

Company considered but declined to 

participate, comply with the conditions 

of the order. In addition, the 

Independent Directors will consider at 

least annually the continued 

appropriateness of the standards 

established for co-investments by the 

Company, including whether the use of 

the standards continues to be in the best 

interests of the Company and its unitholders and does not involve 

overreaching on the part of any person 

concerned. 

10. The Company will maintain the 

records required by section 57(f)(3) of 

the Act as if each of the investments 

permitted under these conditions were 

approved by the Independent Directors 

under section 57(f). 

11. No Independent Directors will 

also be a director, general partner, 

managing member or principal, or 

otherwise an ‘‘affiliated person’’ (as 

defined in the Act) of any of the Funds. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the 1933 Act) 

shall, to the extent not payable by the 

Adviser under the Funds’ Agreements, 

be shared by the Company and the 

Funds in proportion to the relative 

amounts of their securities to be 

acquired or disposed of, as the case may 

be. 

13. Any transaction fee (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

section 17(e)(2) of the Act) received in 

connection with a Co-Investment 

Transaction will be distributed to the 

Company and the Funds on a pro rata 

basis based on the amount they invested 

or committed, as the case may be, in 

such Co-Investment Transaction. If any 

transaction fee is to be held by the 

Adviser pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Adviser at a bank or banks having the 

qualifications prescribed in section 

26(a)(1) of the Act, and the account will 

earn a competitive rate of interest that 

will also be divided pro rata between 

the Company and the Funds based on 

the amount they invest in such CoInvestment Transaction. None of the 

Funds, nor any affiliated person of the 

Company will receive additional 

compensation or remuneration of any 

kind (other than (i) the pro rata 

transaction fees described above and (ii) 

investment advisory fees paid in 

accordance with the Funds’ 

Agreements) as a result of or in 

connection with a Co-Investment 

Transaction. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–23730 Filed 9–30–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Consumers Financial 

Corporation; Order of Suspension of 

Trading 

September 29, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Consumers 

Financial Corporation because it has not 

filed any periodic reports since the 

period ended December 31, 2005. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of the above-listed company is 

suspended for the period from 9:30 a.m. 

EDT, on September 29, 2009, through 

11:59 p.m. EDT, on October 12, 2009. 


PWALKER on DSK8KYBLC1PROD with NOTICES