Federal Register / Vol. 72, No. 48 / Tuesday, March 13, 2007 / Notices 11407 

Commission, Office of Filings and 

Information Services, Washington, DC 

20549. 

Extension: 

Form N–8A, SEC File No. 270–135, OMB 

Control No. 3235–0175. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Form N–8A (17 CFR 274.10)—

Notification of Registration of 

Investment Companies Form N–8A is 

the form that investment companies file 

to notify the Commission of the 

existence of active investment 

companies. After an investment 

company has filed its notification of 

registration under section 8(a) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a-1 et seq.) (‘‘1940 Act’’), the 

company is then subject to the 

provisions of the 1940 Act which govern 

certain aspects of its organization and 

activities, such as the composition of its 

board of directors and the issuance of 

senior securities. Form N–8A requires 

an investment company to provide its 

name, state of organization, form of 

organization, classification, if it is a 

management company, the name and 

address of each investment adviser of 

the investment company, the current 

value of its total assets and certain other 

information readily available to the 

investment company. If the investment 

company is filing simultaneously its 

notification of registration and 

registration statement, Form N–8A 

requires only that the registrant file the 

cover page (giving its name, address and 

agent for service of process) and sign the 

form in order to effect registration. 

The Commission uses the information 

provided in the notification on Form N–

8A to determine the existence of active 

investment companies and to enable the 

Commission to administer the 

provisions of the 1940 Act with respect 

to those companies. Each year 

approximately 156 investment 

companies file a notification on Form 

N–8A. The Commission estimates that 

preparing Form N–8A requires an 

investment company to spend 

approximately 1 hour so that the total 

burden of preparing Form N–8A for all 

affected investment companies is 156 

hours. Estimates of average burden 

hours are made solely for the purposes 

of the Paperwork Reduction Act, and are 

not derived from a comprehensive or 

even a representative survey or study of 

the costs of Commission rules and 

forms. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to R. Corey Booth, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Shirley 

Martinson 6432 General Green Way, 

Alexandria, Virginia, 22312; or send an 

e-mail to: PRA_Mailbox@sec.gov. 

Dated: March 5, 2007. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4462 Filed 3–12–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Filings and 

Information Services, Washington, DC 

20549. 

Extension: 

Form N–8B–2, SEC File No. 270–186, OMB 

Control No. 3235–0186. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Form N–8B–2 (17 CFR 274.12) is the 

form used by unit investment trusts 

(‘‘UITs’’) that are currently issuing 

securities, including UITs that are 

issuers of periodic payment plan 

certificates and UITs of which a 

management investment company is the 

sponsor or depositor, to comply with 

the filing and disclosure requirements 

imposed by section 8(b) of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–8(b)). Form N–8B–2 requires 

disclosure about the organization of a 

UIT, its securities, the trustee, the 

personnel and affiliated persons of the 

depositor, the distribution and 

redemption of securities, and financial 

statements. The Commission uses the 

information provided in the collection 

of information to determine compliance 

with section 8(b) of the Investment 

Company Act. 

Based on the Commission’s industry 

statistics, the Commission estimates that 

there would be approximately one 

initial filing on Form N–8B–2 and 9 

post-effective amendment filings to the 

Form annually. The Commission 

estimates that each registrant filing an 

initial Form N–8B–2 would spend 44 

hours in preparing and filing the Form 

and that the total hour burden for all 

initial Form N–8B–2 filings would be 44 

hours. Also, the Commission estimates 

that each UIT filing a post-effective 

amendment to Form N–8B–2 would 

spend 16 hours in preparing and filing 

the amendment and that the total hour 

burden for all post-effective 

amendments to the Form would be 144 

hours. By combining the total hour 

burdens estimated for initial Form N–

8B–2 filings and post-effective 

amendments filings to the Form, the 

Commission estimates that the total 

annual burden hours for all registrants 

on Form N–8B–2 would be 188. 

Estimates of the burden hours are made 

solely for the purposes of the PRA, and 

are not derived from a comprehensive or 

even a representative survey or study of 

the costs of SEC rules and forms. 

The information provided on Form 

N–8B–2 is mandatory. The information 

provided on Form N–8B–2 will not be 

kept confidential. The Commission may 

not conduct or sponsor, and a person is 

not required to respond to, a collection 

of information unless it displays a 

currently valid OMB control number. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 


cprice-sewell on PROD1PC66 with NOTICES
11408 Federal Register / Vol. 72, No. 48 / Tuesday, March 13, 2007 / Notices 

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. 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to R. Corey Booth, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Shirley 

Martinson, 6432 General Green Way, 

Alexandria, Virginia, 22312; or send an 

e-mail to: PRA_Mailbox@sec.gov. 

Dated: March 5, 2007. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4463 Filed 3–12–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27748; 812–13238] 

Hercules Technology Growth Capital, 

Inc., et al.; Notice of Application 

March 7, 2007. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under sections 6(c), 57(c), and 

57(i) of the Investment Company Act of 

1940 (the ‘‘Act’’) and rule 17d–1 

thereunder granting exemptions from 

sections 18(a), 57(a)(1), 57(a)(2) and 

61(a) of the Act and permitting certain 

transactions otherwise prohibited by 

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

SUMMARY OF APPLICATION: Applicants, 

Hercules Technology Growth Capital, 

Inc. (‘‘HTGC’’), Hercules Technology II, 

L.P. (‘‘HTII’’), Hercules Technology 

SBIC Management, LLC (‘‘HTM’’), 

Hercules Funding I, LLC (‘‘HFI’’) and 

Hercules Funding Trust I (‘‘HFT’’), 

hereby apply for an order permitting a 

business development company and its 

wholly-owned subsidiaries to engage in 

certain transactions that otherwise 

would be permitted if the business 

development company and its 

subsidiaries were one company, and 

permitting the business development 

company to adhere to a modified asset 

coverage requirement. 

FILING DATES: The application was filed 

on September 28, 2005 and amended on 

March 5, 2007. 

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 April 2, 2007, 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 

Street, NE., Washington, DC 20549–

1090. Applicants, c/o Manuel A. 

Henriquez, Chairman, President and 

Chief Executive Officer, Hercules 

Technology Growth Capital, Inc., 525 

University Avenue, Suite 700, Palo Alto, 

CA 94301. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Sr., Senior Counsel, 

at (202) 551–6868, or Nadya B. Roytblat, 

Assistant Director, 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 is 

available for a fee at the Commission’s 

Public Reference Branch, 100 F Street, 

NE., Washington, DC 20549–0102 (tel. 

202–551–5850). 

Applicants’ Representations 

1. HTGC, a Maryland corporation, is 

a closed-end, non-diversified 

management investment company that 

has elected to be regulated as a business 

development company (‘‘BDC’’) within 

the meaning of section 2(a)(48) of the 

Act.1 HTGC is a specialty finance 

company that provides debt and equity 

capital to technology-related and lifescience companies at all stages of 

development. HTGC’s business and 

affairs are managed under the direction 

of its board of directors (‘‘Board’’). 

2. HTII, a Delaware limited 

partnership and a wholly-owned 

subsidiary of HTGC, is a small business 

investment company (‘‘SBIC’’) licensed 

under the Small Business 

Administration (‘‘SBA’’) to operate 

under the Small Business Investment 

Act of 1958 (‘‘SBIA’’). HTII relies on 

section 3(c)(7) of the Act. HTM, a 

Delaware limited liability company and 

a wholly-owned subsidiary of HTGC, is 

the general partner and investment 

adviser to HTII. HTGC is the primary 

limited partner of HTII. Manuel A. 

Henriquez, an officer of HTGC, and H. 

Scott Harvey, an officer of HTGC, each 

have a nominal (0.001%) limited 

partnership investment in HTII 

pursuant to the advice of tax counsel in 

order to ensure that HTII is taxed as a 

partnership under the Internal Revenue 

Code of 1986, as amended. HFI, a 

Delaware limited liability company, and 

HFT, a Delaware statutory trust, and 

each wholly-owned subsidiary of HTGC, 

were created to facilitate debt financing 

collateralized by certain HTGC’s 

investments. HFT relies on rule 3a–7 

under the Act. HFT is a wholly-owned 

subsidiary of HFI. 

3. Applicants may in the future 

establish additional wholly-owned 

subsidiaries of HTGC, (together with 

HTII, HTM, HFI and HFT, 

‘‘Subsidiaries’’), private investment 

companies that rely on section 3(c)(7) of 

the Act and some of which may be 

licensed by the SBA to operate under 

the SBIA as SBICs (together with HTII, 

‘‘SBIC Subsidiaries’’). 

Applicant’s Legal Analysis 

1. Applicants request an exemption 

pursuant to sections 6(c), 57(c) and 57(i) 

of the Act and rule 17d–1 under the Act 

from the provisions of sections 18(a), 

57(a)(1), 57(a)(2) and 61(a) of the Act to 

permit HTGC and the Subsidiaries to 

engage in certain transactions that 

otherwise would be permitted if HTGC 

and the Subsidiaries were one company 

and to permit HTGC to adhere a 

modified asset coverage requirement. 

2. Section 18(a) of the Act prohibits a 

registered closed-end investment 

company from issuing any class of 

senior security or selling any such 

security of which it is the issuer unless 

the company complies with the asset 

coverage requirements set forth in that 

section. Section 61(a) of the Act makes 

section 18 applicable to BDCs, with 

certain modifications. Section 18(k) 

exempts an investment company 

operating as an SBIC from the asset 

coverage requirements for senior 

securities representing indebtedness 

that are contained in sections 

18(a)(1)(A) and (B). 

3. Applicants state that a question 

exists as to whether HTGC must comply 

with the asset coverage requirements of 

Section 18(a) (as modified by Section 

61(a)) solely on an individual basis or 

whether HTGC must also comply with 

the asset coverage requirements on a 

consolidated basis because HTGC may 

be deemed to be an indirect issuer of 

any class of senior securities issued by 

HTII or another SBIC Subsidiary. 

Applicants state that they wish to treat 


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