Federal Register / Vol. 76, No. 162 / Monday, August 22, 2011 / Notices 52363 

2011. This process is conducted in 

accordance with 5 CFR 1320.1. 

ADDRESSES: Interested persons are 

invited to submit written comments on 

the proposed information collection to 

the Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, 725 17th Street, NW., 

Washington, DC 20503, Attention: Desk 

Officer for the Office of Personnel 

Management or sent via electronic mail 

to oira_submission@omb.eop.gov or 

faxed to (202) 395–6974. 

FOR FURTHER INFORMATION CONTACT: A 

copy of this ICR, with applicable 

supporting documentation, may be 

obtained by contacting the Office of 

Information and Regulatory Affairs, 

Office of Management and Budget, 725 

17th Street, NW., Washington, DC 

20503, Attention: Desk Officer for the 

Office of Personnel Management or sent 

via electronic mail to 

oira_submission@omb.eop.gov or faxed 

to (202) 395–6974. 

SUPPLEMENTARY INFORMATION: USAJOBS 

is the official Federal Government 

source for Federal jobs and employment 

information. The Applicant Profile and 

Resume Builder are two components of 

the USAJOBS application system. 

USAJOBS reflects the minimal critical 

elements collected across the Federal 

Government to assess an applicant’s 

qualifications for Federal jobs under the 

authority of sections 1104, 1302, 3301, 

3304, 3320, 3361, 3393, and 3394 of title 

5, United States Code. This revision 

proposes to in part, permit the migration 

of USAJOBS to a new platform. In 

addition, this revision proposes to: 

(A) Discontinue the use of the 

Application for Federal Employment 

Optional Form 612. This action is being 

taken to facilitate a more seamless 

employment application process for 

both Federal agencies and job seekers, 

consistent with the goals of Federal 

hiring reform. 

(B) Revise the collection of 

Demographic Information on Applicants 

by removing the sourcing question 

‘‘How did you learn about this 

position?’’ along with the pre-populated 

answer choices provided for this 

question. 

(C) Add basic eligibility questions to 

the Applicant Profile as well as optional 

questions to the Applicant Profile in 

USAJOBS that will allow applicants to 

self-identify (subject to subsequent 

verification by the appointing agency) as 

eligible for certain special hiring 

authorities. This is expected to 

streamline some hiring actions by 

allowing agencies to search for resumes 

of applicants who have volunteered 

information about their eligibility under 

special hiring authorities. Information 

volunteered by applicants about their 

potential eligibility under one or more 

special hiring authorities will be stored 

in USAJOBS and will only become 

visible to agencies that are considering 

filling a job using a special hiring 

authority. In that case, the hiring agency 

will be able to search USAJOBS for 

potential applicants who have chosen to 

indicate that they believe they are 

eligible to be selected under the special 

authority the agency seeks to use. 

Applicants who do not choose to use 

this opportunity to volunteer 

information about their eligibility under 

a special hiring authority may still 

choose to apply for jobs, as they are 

announced, under any of these special 

hiring authorities for which they are 

eligible. If applicants volunteer to 

provide information through the Web 

site about the special hiring authorities 

for which they believe they are eligible, 

then agencies that are searching for 

potential applicants to hire under one of 

these authorities may be able to locate 

their resume through USAJOBS and 

invite them to apply. Otherwise, this 

information will be retained in the 

USAJOBS database and not disclosed. 

We estimate it will take 

approximately 38 minutes to initially 

complete the Resume Builder, 

depending on the amount of 

information the applicant wishes to 

include, and approximately five 

minutes to initially complete the 

Applicant Profile. We estimate over 

3,500,000 new USAJOBS accounts will 

be submitted annually. The total annual 

estimated burden is 2,508,333 hours. 

U.S. Office of Personnel Management. 

John Berry, 

Director. 

[FR Doc. 2011–21398 Filed 8–19–11; 8:45 am] 

BILLING CODE 6325–38–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29755; File No. 812–13862] 

Tortoise Power and Energy 

Infrastructure Fund, Inc. and Tortoise 

Capital Advisors, L.L.C.; Notice of 

Application 

August 16, 2011. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 19(b) of the Act and rule 

19b-1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit a registered 

closed-end investment company to 

make periodic distributions of long-term 

capital gains with respect to its common 

stock as frequently as monthly in any 

taxable year, and as frequently as 

distributions are specified by or in 

accordance with the terms of any 

outstanding preferred stock that such 

investment company may issue. 

APPLICANTS: Tortoise Power and Energy 

Infrastructure Fund, Inc. (the 

‘‘Company’’) and Tortoise Capital 

Advisors, L.L.C. (the ‘‘Investment 

Adviser’’). 

FILING DATES: The application was filed 

on January 25, 2011, and amended on 

May 27, 2011, and August 15, 2011. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application 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 September 9, 2011, 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, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, 20549–1090; 

Applicants, 11550 Ash Street, Suite 300, 

Leawood, KS 66211. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

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. 

Applicants’ Representations 

1. The Company is a closed-end 

management investment company 

registered under the Act and organized 


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1The Company is the only closed-end investment 

company that currently intends to rely on the order. 

Applicants request that the order also apply to each 

registered closed-end investment company that in 

the future is advised by the Investment Adviser 

(including any successor in interest) or by an entity 

controlling, controlled by, or under common 

control (within the meaning of section 2(a)(9) of the 

Act) with the Investment Adviser (such investment 

companies, together with the Company, the 

‘‘Funds’’). Any Fund that relies on the order in the 

future will comply with the terms and conditions 

of the application and will satisfy each of the 

representations in the application, except that such 

representations will be made in respect of actions 

by the board of directors of such future Fund at a 

future time. A successor in interest is limited to 

entities that result from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

as a Maryland corporation.1 The 

Company’s investment objective is to 

provide a high level of current income, 

with a secondary objective of capital 

appreciation. The Company’s common 

stock is listed on the New York Stock 

Exchange. As of December 31, 2010, the 

Company had not issued any preferred 

stock. Applicants believe that the 

common stockholders of a Fund are 

generally conservative, distribution 

sensitive investors who wish to have a 

predictable and consistent distribution 

stream. 

2. The Investment Adviser, a 

Delaware limited liability company, is 

registered under the Investment 

Advisers Act of 1940 (the ‘‘Advisers 

Act’’). The Investment Adviser acts as 

investment adviser to the Company. 

Any Investment Adviser to a Fund will 

be registered under the Advisers Act. 

3. Applicants state that on June 22, 

2009, the board of directors (the 

‘‘Board’’) of the Company, including all 

of the directors who are not ‘‘interested 

persons’’ of the Company as defined in 

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

‘‘Independent Directors’’), reviewed 

information regarding the purpose and 

terms of a proposed distribution policy, 

the likely effects of such policy on the 

Company’s long-term total return (in 

relation to market price and net asset 

value (‘‘NAV’’) per common share) and 

the relationship between the Company’s 

distribution rate on its common stock 

under the policy and the Company’s 

total return (in relation to NAV per 

share). Applicants state that the 

Independent Directors also considered 

what conflicts of interest the Investment 

Adviser and any affiliated persons of the 

Investment Adviser and the Company 

might have with respect to the adoption 

or implementation of such policy. 

Applicants further state that after 

considering such information, the 

Board, including the Independent 

Directors, approved a distribution 

policy with respect to the Company’s 

common stock (the ‘‘Distribution 

Policy’’) and determined that such 

Policy is consistent with the Company’s 

investment objective(s) and in the best 

interests of the Company’s common 

stockholders. 

4. Applicants state that the purpose of 

the Distribution Policy is to permit the 

Company to distribute over the course 

of each year, through periodic 

distributions as nearly equal as 

practicable and any required special 

distributions, an amount closely 

approximating the total taxable income 

of the Company during such year and, 

if so determined by its Board, all or a 

portion of the return of capital paid by 

portfolio companies to the Company 

during such year. Applicants note that 

under the Distribution Policy, the 

Company would distribute to its 

respective common stockholders a fixed 

monthly amount that may be adjusted 

from time to time. Applicants further 

state that the minimum annual 

distribution rate would be independent 

of the Company’s performance during 

any particular period, but would be 

expected to correlate with the 

Company’s performance over time. 

Applicants explain that except for 

extraordinary distributions and 

potential increases or decreases in the 

final dividend periods in light of the 

Company’s performance for the entire 

calendar year and to enable the 

Company to comply with the 

distribution requirements of subchapter 

M of the Internal Revenue Code of 1986 

(‘‘Code’’) for the calendar year, each 

distribution on the common stock 

would be at the amount then in effect. 

5. Applicants state that the Board has 

adopted policies and procedures under 

rule 38a–1 under the Act that are 

reasonably designed to ensure that all 

notices required to be sent to Company 

stockholders pursuant to section 19(a) of 

the Act, rule 19a–1 under the Act, and 

condition 4 below (each a ‘‘19(a) 

Notice’’) comply with condition 2.a. 

below, and that all other written 

communications by the Company or its 

agents regarding distributions under the 

Distribution Policy include the 

disclosure required by condition 3.a. 

below. Applicants state that the Board 

also has adopted policies and 

procedures that require the Company to 

keep records that demonstrate its 

compliance with all of the conditions of 

the requested order and that are 

necessary for the Company to form the 

basis for, or demonstrate the calculation 

of, the amounts disclosed in its 19(a) 

Notices. Any future Fund would adopt 

similar policies and procedures before 

relying on the requested relief. 

Applicants’ Legal Analysis 

1. Section 19(b) of the Act generally 

makes it unlawful for any registered 

investment company to make long-term 

capital gains distributions more than 

once every twelve months. Rule 19b–1 

under the Act limits the number of 

capital gains dividends, as defined in 

section 852(b)(3)(C) of the Code 

(‘‘distributions’’), that a fund may make 

with respect to any one taxable year to 

one, plus a supplemental ‘‘clean up’’ 

distribution made pursuant to section 

855 of the Code not exceeding 10% of 

the total amount distributed for the year, 

plus one additional capital gain 

dividend made in whole or in part to 

avoid the excise tax under section 4982 

of the Code. 

2. Section 6(c) of the Act provides that 

the Commission may, by order upon 

application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that the 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

3. Applicants state that one of the 

concerns underlying section 19(b) and 

rule 19b–1 is that stockholders might be 

unable to differentiate between frequent 

distributions of capital gains and 

dividends from investment income. 

Applicants state, however, that rule 

19a–1 effectively addresses this concern 

by requiring that a separate statement 

showing the sources of a distribution 

(e.g., net investment income, net shortterm capital gains, net long-term capital 

gains and/or return of capital) 

accompany any distributions (or the 

confirmation of the reinvestment of 

distributions) estimated to be sourced in 

part from capital gains or capital. 

Applicants also state that the same 

information is included in the 

Company’s annual reports to 

stockholders and similar information is 

included on its IRS Form 1099–DIV, 

which is sent to each common and any 

preferred stockholder receiving 

distributions during a particular year 

(including stockholders who have sold 

shares during the year). 

4. Applicants further state that the 

Company will make the additional 

disclosures required by the conditions 

set forth below, and has adopted 

compliance policies and procedures in 

accordance with rule 38a–1 under the 

Act to ensure that all required 19(a) 

Notices and disclosures are sent to 

stockholders. Applicants argue that by 


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2Returns of capital as used in the application 

means return of capital for financial accounting 

purposes and not for tax accounting purposes. 

providing the information required by 

section 19(a) and rule 19a–1, and by 

complying with the procedures adopted 

under the Distribution Policy and the 

conditions listed below, the Company’s 

stockholders would be provided 

sufficient information to understand 

that their periodic distributions are not 

tied to the Company’s net investment 

income (which for this purpose is the 

Company’s taxable income other than 

from capital gains) and realized capital 

gains to date, and may not represent 

yield or investment return. Applicants 

also state that compliance with the 

Company’s compliance procedures and 

condition 3 set forth below will ensure 

that prospective stockholders and third 

parties are provided with the same 

information. Accordingly, applicants 

assert that continuing to subject the 

Company to section 19(b) and rule 19b– 

1 would afford stockholders no extra 

protection. 

5. Applicants note that section 19(b) 

and rule 19b–1 also were intended to 

prevent certain improper sales practices, 

including, in particular, the practice of 

urging an investor to purchase shares of 

a fund on the basis of an upcoming 

capital gains dividend (‘‘selling the 

dividend’’), where the dividend would 

result in an immediate corresponding 

reduction in NAV and would be in 

effect a taxable return of the investor’s 

capital. Applicants submit that the 

‘‘selling the dividend’’ concern should 

not apply to closed-end investment 

companies, such as the Company, that 

do not continuously distribute shares. 

According to applicants, if the 

underlying concern extends to 

secondary market purchases of stock of 

closed-end funds that are subject to a 

large upcoming capital gains dividend, 

adoption of a periodic distribution plan 

actually helps minimize the concern by 

avoiding, through periodic 

distributions, any buildup of large endof-the-year distributions. 

6. Applicants also note that common 

stock of a closed-end fund often trades 

in the marketplace at a discount to the 

fund’s NAV. Applicants believe that this 

discount may be reduced if the fund is 

permitted to pay relatively frequent 

dividends on its common stock at a 

consistent rate, whether or not those 

dividends contain an element of capital 

gain. 

7. Applicants assert that the 

application of rule 19b–1 to a 

distribution policy actually could have 

an undesirable influence on portfolio 

management decisions. Applicants state 

that, in the absence of an exemption 

from rule 19b–1, the implementation of 

a periodic distribution plan imposes 

pressure on management (a) not to 

realize any net long-term capital gains 

until the point in the year that the fund 

can pay all of its remaining distributions 

in accordance with rule 19b–1, and (b) 

not to realize any long-term capital 

gains during any particular year in 

excess of the amount of the aggregate 

pay-out for the year (since as a practical 

matter excess gains must be distributed 

and accordingly would not be available 

to satisfy pay-out requirements in 

following years), notwithstanding that 

purely investment considerations might 

favor realization of long-term gains at 

different times or in different amounts. 

Applicants thus assert that by limiting 

the number of capital gain distributions 

that a fund may make with respect to 

any one year, rule 19b–1 may prevent 

the efficient operation of a periodic 

distribution plan whenever that fund’s 

realized net long-term capital gains in 

any year exceed the total of the periodic 

distributions that may include such 

capital gains under the rule. 

8. Applicants also assert that rule 

19b–1 may cause fixed regular periodic 

distributions under a periodic 

distribution plan to be funded with 

returns of capital 2 (to the extent net 

investment income and realized shortterm capital gains are insufficient to 

fund the distribution), even though 

realized net long-term capital gains 

otherwise could be available. To 

distribute all of a fund’s long-term 

capital gains within the limits in rule 

19b–1, the Company may be required to 

make total distributions in excess of the 

annual amount called for by its 

Distribution Policy, or to retain and pay 

taxes on the excess amount. Applicants 

thus assert that the requested order 

would minimize these effects of rule 

19b–1 by enabling the Funds to realize 

long-term capital gains as often as 

investment considerations dictate 

without fear of violating rule 19b–1. 

9. Applicants state that Revenue 

Ruling 89–81 under the Code requires 

that a fund that has both common stock 

and preferred stock outstanding 

designate the types of income, e.g., 

investment income and capital gains, in 

the same proportion as the total 

distributions distributed to each class 

for the tax year. To satisfy the 

proportionate designation requirements 

of Revenue Ruling 89–81, whenever a 

fund has net realized long-term capital 

gains with respect to a given tax year, 

the fund must designate the required 

proportionate share of such capital gains 

to be included in common and preferred 

stock distributions. Applicants state that 

although rule 19b–1 allows a fund some 

flexibility with respect to the frequency 

of capital gains distributions, a fund 

might use all of the exceptions available 

under the rule for a tax year and still 

need to distribute additional capital 

gains allocated to the preferred stock to 

comply with Revenue Ruling 89–81. 

10. Applicants assert that the 

potential abuses addressed by section 

19(b) and rule 19b–1 do not arise with 

respect to preferred stock issued by a 

closed-end fund. Applicants assert that 

such distributions are fixed or 

determined in periodic auctions by 

reference to short-term interest rates 

rather than by reference to performance 

of the issuer, and Revenue Ruling 89– 

81 determines the proportion of such 

distributions that are comprised of the 

long-term capital gains. 

11. Applicants also submit that the 

‘‘selling the dividend’’ concern is not 

applicable to preferred stock, which 

entitles a holder to no more than a 

periodic dividend at a fixed rate or the 

rate determined by the market, and, like 

a debt security, is priced based upon its 

liquidation value, dividend rate, credit 

quality, and frequency of payment. 

Applicants state that investors buy 

preferred shares for the purpose of 

receiving payments at the frequency 

bargained for, and do not expect the 

liquidation value of their shares to 

change. 

12. Applicants request an order under 

section 6(c) of the Act granting an 

exemption from section 19(b) of the Act 

and rule 19b–1 under the Act to permit 

the Company to distribute periodic 

capital gain dividends (as defined in 

section 852(b)(3)(C) of the Code) as often 

as monthly in any one taxable year with 

respect to its common stock and as 

frequently as distributions are specified 

by or in accordance with the terms of 

any outstanding preferred stock that the 

Company may issue. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

1. Compliance Review and Reporting. 

The Fund’s chief compliance officer 

will: (a) report to the Fund’s Board, no 

less frequently than once every three 

months or at the next regularly 

scheduled quarterly Board meeting, 

whether (i) the Fund and its Investment 

Adviser have complied with the 

conditions of the order, and (ii) a 

material compliance matter (as defined 

in rule 38–1(e)(2) under the Act) has 

occurred with respect to such 

conditions; and (b) review the adequacy 

of the policies and procedures adopted 


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3The disclosure in this condition 2(a)(ii)(2) will 

be included only if the current distribution or the 

fiscal year-to-date cumulative distributions are 

estimated to include a return of capital. 

by the Board no less frequently than 

annually. 

2. Disclosures to Fund Stockholders. 

a. Each 19(a) Notice disseminated to 

the holders of the Fund’s common 

stock, in addition to the information 

required by section 19(a) and rule 19a– 

1: 

i. Will provide, in a tabular or 

graphical format: 

(1) The amount of the distribution, on 

a per share basis, together with the 

amounts of such distribution amount, 

on a per share basis and as a percentage 

of such distribution amount, from 

estimated: (A) Net investment income; 

(B) net realized short-term capital gains; 

(C) net realized long-term capital gains; 

and (D) return of capital or other capital 

source; 

(2) The fiscal year-to-date cumulative 

amount of distributions, on a per share 

basis, together with the amounts of such 

cumulative amount, on a per share basis 

and as a percentage of such cumulative 

amount of distributions, from estimated: 

(A) Net investment income; (B) net 

realized short-term capital gains; (C) net 

realized long-term capital gains; and (D) 

return of capital or other capital source; 

(3) The average annual total return in 

relation to the change in NAV for the 5- 

year period (or, if the Fund’s history of 

operations is less than five years, the 

time period commencing immediately 

following the Fund’s first public 

offering) ending on the last day of the 

month ended immediately prior to the 

most recent distribution record date 

compared to the current fiscal period’s 

annualized distribution rate expressed 

as a percentage of NAV as of the last day 

of the month prior to the most recent 

distribution record date; and 

(4) The cumulative total return in 

relation to the change in NAV from the 

last completed fiscal year to the last day 

of the month prior to the most recent 

distribution record date compared to the 

fiscal year-to-date cumulative 

distribution rate expressed as a 

percentage of NAV as of the last day of 

the month prior to the most recent 

distribution record date. Such 

disclosure shall be made in a type size 

at least as large as and as prominent as 

the estimate of the sources of the current 

distribution; and 

ii. Will include the following 

disclosure: 

(1) ‘‘You should not draw any 

conclusions about the Fund’s 

investment performance from the 

amount of this distribution or from the 

terms of the Fund’s Distribution 

Policy’’; 

(2) ‘‘The Fund estimates that it has 

distributed more than its income and 

net realized capital gains; therefore, a 

portion of your distribution may be a 

return of capital. A return of capital may 

occur, for example, when some or all of 

the money that you invested in the 

Fund is paid back to you. A return of 

capital distribution does not necessarily 

reflect the Fund’s investment 

performance and should not be 

confused with ‘yield’ or ‘income’ ’’; 3

and 

(3) ‘‘The amounts and sources of 

distributions reported in this 19(a) 

Notice are only estimates and are not 

being provided for tax reporting 

purposes. The actual amounts and 

sources of the amounts for tax reporting 

purposes will depend upon the Fund’s 

investment experience during the 

remainder of its fiscal year and may be 

subject to changes based on tax 

regulations. The Fund will send you a 

Form 1099–DIV for the calendar year 

that will tell you how to report these 

distributions for Federal income tax 

purposes.’’ Such disclosure shall be 

made in a type size at least as large as 

and as prominent as any other 

information in the 19(a) Notice and 

placed on the same page in close 

proximity to the amount and the sources 

of the distribution. 

b. On the inside of the front cover of 

each report to stockholders under rule 

30e–1 under the Act, the Fund will: 

i. Describe the terms of the 

Distribution Policy (including the fixed 

amount or fixed percentage of the 

distributions and the frequency of the 

distributions); 

ii. Include the disclosure required by 

condition 2.a.ii.(1) above; 

iii. State, if applicable, that the 

Distribution Policy provides that the 

Board may amend or terminate the 

Distribution Policy at any time without 

prior notice to Fund stockholders; and 

iv. Describe any reasonably 

foreseeable circumstances that might 

cause the Fund to terminate the 

Distribution Policy and any reasonably 

foreseeable consequences of such 

termination. 

c. Each report provided to 

stockholders under rule 30e–1 under the 

Act and each prospectus filed with the 

Commission on Form N–2 under the 

Act, will provide the Fund’s total return 

in relation to changes in NAV in the 

financial highlights table and in any 

discussion about the Fund’s total return. 

3. Disclosure to Stockholders, 

Prospective Stockholders and Third 

Parties. 

a. The Fund will include the 

information contained in the relevant 

19(a) Notice, including the disclosure 

required by condition 2.a.ii. above, in 

any written communication (other than 

a communication on Form 1099) about 

the Distribution Policy or distributions 

under the Policy by the Fund, or agents 

that the Fund has authorized to make 

such communication on the Fund’s 

behalf, to any Fund stockholder, 

prospective stockholder or third-party 

information provider; 

b. The Fund will issue, 

contemporaneously with the issuance of 

any 19(a) Notice, a press release 

containing the information in the 19(a) 

Notice and file with the Commission the 

information contained in such 19(a) 

Notice, including the disclosure 

required by condition 2.a.ii. above, as an 

exhibit to its next filed Form N–CSR; 

c. The Fund will post prominently a 

statement on its (or the Investment 

Adviser’s) Web site containing the 

information in each 19(a) Notice, 

including the disclosure required by 

condition 2.a.ii. above, and will 

maintain such information on such Web 

site for at least 24 months. 

4. Delivery of 19(a) Notices to 

Beneficial Owners. If a broker, dealer, 

bank or other person (‘‘financial 

intermediary’’) holds common stock 

issued by the Fund in nominee name, or 

otherwise, on behalf of a beneficial 

owner, the Fund: (a) Will request that 

the financial intermediary, or its agent, 

forward the 19(a) Notice to all beneficial 

owners of the Fund’s shares held 

through such financial intermediary; (b) 

will provide, in a timely manner, to the 

financial intermediary, or its agent, 

enough copies of the 19(a) Notice 

assembled in the form and at the place 

that the financial intermediary, or its 

agent, reasonably requests to facilitate 

the financial intermediary’s sending of 

the 19(a) Notice to each beneficial 

owner of the Fund’s shares; and (c) 

upon the request of any financial 

intermediary, or its agent, that receives 

copies of the 19(a) Notice, will pay the 

financial intermediary, or its agent, the 

reasonable expenses of sending the 19(a) 

Notice to such beneficial owners. 

5. Additional Board Determinations 

for Funds Whose Common Stock Trades 

at a Premium. 

If: 

a. Each Fund’s common stock has 

traded on the stock exchange that they 

primarily trade on at the time in 

question at an average premium to NAV 

equal to or greater than 10%, as 

determined on the basis of the average 

of the discount or premium to NAV of 

the Fund’s common stock as of the close 

of each trading day over a 12-week 

rolling period (each such 12-week 


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4 If the Fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the Fund’s first public 

offering. 

5 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

rolling period ending on the last trading 

day of each week); and 

b. The Fund’s annualized distribution 

rate for such 12-week rolling period, 

expressed as a percentage of NAV as of 

the ending date of such 12-week rolling 

period, is greater than the Fund’s 

average annual total return in relation to 

the change in NAV over the 2-year 

period ending on the last day of such 

12-week rolling period; then: 

i. At the earlier of the next regularly 

scheduled meeting or within four 

months of the last day of such 12-week 

rolling period, the Board, including a 

majority of the Independent Directors: 

(1) Will request and evaluate, and the 

Investment Adviser will furnish, such 

information as may be reasonably 

necessary to make an informed 

determination of whether the 

Distribution Policy should be continued 

or continued after amendment; 

(2) Will determine whether 

continuation, or continuation after 

amendment, of the Distribution Policy is 

consistent with the Fund’s investment 

objective(s) and policies and is in the 

best interests of the Fund and its 

stockholders, after considering the 

information in condition 5.b.i.(1) above; 

including, without limitation: 

(A) Whether the Distribution Policy is 

accomplishing its purpose(s); 

(B) The reasonably foreseeable 

material effects of the Distribution 

Policy on the Fund’s long-term total 

return in relation to the market price 

and NAV of the Fund’s common stock; 

and 

(C) The Fund’s current distribution 

rate, as described in condition 5.b. 

above, compared with the Fund’s 

average annual taxable income or total 

return over the 2-year period, as 

described in condition 5.b., or such 

longer period as the Board deems 

appropriate; and 

(3) Based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Distribution Policy; 

and 

ii. The Board will record the 

information considered by it, including 

its consideration of the factors listed in 

condition 5.b.i.(2) above, and the basis 

for its approval or disapproval of the 

continuation, or continuation after 

amendment, of the Distribution Policy 

in its meeting minutes, which must be 

made and preserved for a period of not 

less than six years from the date of such 

meeting, the first two years in an easily 

accessible place. 

6. Public Offerings. The Fund will not 

make a public offering of the Fund’s 

common stock other than: 

a. A rights offering below NAV to 

holders of the Fund’s common stock; 

b. An offering in connection with a 

dividend reinvestment plan, merger, 

consolidation, acquisition, spin-off or 

reorganization of the Fund; or 

c. An offering other than an offering 

described in conditions 6.a. and 6.b. 

above, provided that, with respect to 

such other offering: 

i. The Fund’s annualized distribution 

rate for the six months ending on the 

last day of the month ended 

immediately prior to the most recent 

distribution record date, expressed as a 

percentage of NAV per share as of such 

date,4 is no more than 1 percentage 

point greater than the Fund’s average 

annual total return for the 5-year period 

ending on such date; 5 and 

ii. The transmittal letter 

accompanying any registration 

statement filed with the Commission in 

connection with such offering discloses 

that the Fund has received an order 

under section 19(b) to permit it to make 

periodic distributions of long-term 

capital gains with respect to its common 

stock as frequently as twelve times each 

year, and as frequently as distributions 

are specified by or determined in 

accordance with the terms of any 

outstanding preferred stock as such 

Fund may issue. 

7. Amendments to Rule 19b–1. The 

requested order will expire on the 

effective date of any amendment to rule 

19b–1 that provides relief permitting 

certain closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their outstanding 

common stock as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2011–21323 Filed 8–19–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29756; 812–13794] 

Golub Capital BDC, Inc., et al.; Notice 

of Application 

August 16, 2011. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

18(a) and 61(a) of the Act. 

Applicants: Golub Capital BDC, Inc. 

(the ‘‘Company’’), GC Advisors LLC (the 

‘‘Investment Adviser’’), GC SBIC IV–GP, 

Inc. (the ‘‘GP Managing Member’’), GC 

SBIC IV–GP, LLC (the ‘‘General 

Partner’’), and GC SBIC IV, L.P. (‘‘Golub 

SBIC’’). 

SUMMARY: Summary of the Application: 

The Company requests an order to 

permit it to adhere to a modified asset 

coverage requirement. 

DATES: Filing Dates: The application was 

filed July 9, 2010 and amended on 

November 12, 2010, March 31, 2011 and 

June 14, 2011. 

Hearing or Notification of Hearing: An 

order granting the application 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 September 12, 2011 and 

should be accompanied by proof of 

service on the 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 

Street, NE., Washington, DC 20549– 

1090. Applicants: David B. Golub, GC 

Advisors LLC, 150 South Wacker Drive, 

Suite 800, Chicago, Illinois 60606. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Dalia Osman Blass, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 


jlentini on DSK4TPTVN1PROD with NOTICES