12892 Federal Register / Vol. 77, No. 42 / Friday, March 2, 2012 / Notices 

on net asset value. Expenses of $9,490 

incurred in connection with the 

liquidation were paid by applicant. 

Filing Dates: The application was 

filed on December 28, 2011, and 

amended on February 1, 2012. 

Applicant’s Address: 4400 MacArthur 

Blvd. NW., Suite 301, Washington, DC 

20007. 

DWS Communications Fund, Inc. [File 

No. 811–3883] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On April 29, 

2011, applicant transferred its assets to 

DWS Communications Fund, a series of 

DWS Securities Trust, based on net 

asset value. Expenses of $1,404 incurred 

in connection with the reorganization 

were paid by the acquiring fund. 

Filing Date: The application was filed 

on January 18, 2012. 

Applicant’s Address: 345 Park Ave., 

New York, NY 10154. 

York Enhanced Strategies Fund, LLC 

[File No. 811–21834] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On August 4, 

2011, and November 4, 2011, applicant 

made liquidating distributions to its 

shareholders, based on net asset value. 

Applicant has 21 remaining 

shareholders, and each is a holder of 

common shares entitled to a pro rata 

share of the assets, if any, remaining 

after the winding up of applicant’s 

affairs. As of January 15, 2012, applicant 

retained assets of $14,944,911 in cash to 

cover the remaining expenses of 

winding up its affairs and its remaining 

liabilities and applicant had $4,344,331 

in outstanding liabilities. Expenses of 

$495,000 incurred in connection with 

the liquidation were paid by applicant. 

Filing Dates: The application was 

filed on November 8, 2011, and 

amended on January 20, 2012. 

Applicant’s Address: 767 Fifth Ave., 

17th Floor, New York, NY 10153. 

Our Street Funds, Inc. [File No. 811– 

22279] 

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 November 30, 2011, and 

amended on January 17, 2012. 

Applicant’s Address: 110 Dale St., 

P.O. Box 1071, Wise, VA 24293. 

Kiewit Investment Fund LLLP [File No. 

811–21632] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On June 28, 2011, 

applicant’s board of directors 

determined to seek such order. 

Following completion, on November 30, 

2011, of a tender offer for applicant’s 

outstanding interests, applicant has 

fewer than one hundred investors. 

Applicant is presently not making an 

offer of securities and does not propose 

to make any offering of securities. 

Applicant will continue to operate as a 

private investment fund in reliance on 

section 3(c)(1) of the Act solely for the 

purpose of and until final liquidation of 

its remaining assets. 

Filing Dates: The application was 

filed on December 2, 2011, and 

amended on February 17, 2012. 

Applicant’s Address: Kiewit Plaza, 

3555 Farnam St., Omaha, NE 68131. 

Public Facility Loan Trust [File No. 

811–5608] 

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 June 6, 2011, and amended on 

September 23, 2011 and February 8, 

2012. 

Applicant’s Address: U.S. Bank 

Corporate Trust Department, One 

Federal Street, Boston, MA 02110. 

American Equity Life Annuity Account 

[File No. 811–8663] 

Summary: Applicant, a unit 

investment trust, seeks an order 

declaring that it has ceased to be an 

investment company. On November 17, 

2011, the Board of Directors of the 

American Equity Investment Life 

Insurance Company, the depositor to the 

American Equity Life Annuity Account, 

voted to liquidate the Applicant. The 

Applicant does not have any 

outstanding variable annuity contracts. 

Expenses of $3,900 incurred in 

connection with the liquidation were 

paid by the American Equity Investment 

Life Insurance Company. 

Filing Date: The application was filed 

on January 24, 2012. 

Applicant’s Address: 6000 Westown 

Parkway, West Des Moines, Iowa 50266. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5060 Filed 3–1–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–29968; File No. 812–13787] 

Medley Capital Corporation, et al.; 

Notice of Application 

February 27, 2012. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 57(a)(4) and 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. 

SUMMARY: Summary of Application: 

Applicants request an order to permit a 

business development company 

(‘‘BDC’’) to co-invest with certain 

affiliated investment funds in portfolio 

companies. 

APPLICANTS: Medley Capital 

Corporation (the ‘‘Company’’); Medley 

LLC; MCC Advisors LLC (the 

‘‘Adviser’’); Medley Capital LLC and 

MOF II Management LLC (collectively, 

the ‘‘Affiliated Investment Advisers,’’ 

and together with any future investment 

advisers controlling, controlled by, or 

under common control with the Adviser 

or the Affiliated Investment Advisers 

that manage Future Affiliated Funds (as 

defined below), ‘‘Medley 

Management’’); Medley Opportunity 

Fund LP, Medley Opportunity Fund 

Ltd., Medley Opportunity Fund II LP, 

and Medley Opportunity Fund II 

(Cayman) LP (collectively, the ‘‘Existing 

Affiliated Funds’’); and Medley GP LLC, 

MOF II GP LLC, and MOF II GP 

(Cayman) Ltd. (collectively, the 

‘‘Affiliated General Partners’’). 

DATES: Filing Dates: The application was 

filed on June 23, 2010, and amended on 

November 5, 2010, July 8, 2011, 

December 7, 2011, February 13, 2012, 

and February 24, 2012. 

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 


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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. 

2All existing entities that currently intend to rely 

on the order have been named as applicants. Any 

other existing or future entity that relies on the 

order in the future will comply with the terms and 

conditions of the application. 

by 5:30 p.m. on March 23, 2012, 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 Brooke Taube, Medley 

Capital Corporation, 375 Park Avenue, 

Suite 3304, New York, NY 10152. 

FOR FURTHER INFORMATION CONTACT: 

David P. Bartels, 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 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 an externally 

managed, non-diversified, closed-end 

management investment company that 

has elected to be regulated as a BDC 

under the Act.1 The Company’s 

investment objective is to generate 

current income and capital appreciation 

by lending directly to privately-held 

middle market companies. The 

Company’s board of directors currently 

consists of seven-members (the 

‘‘Board’’), four of whom are not 

‘‘interested persons’’ of the Company 

within the meaning of section 2(a)(19) of 

the Act (the ‘‘Independent Directors’’). 

Each of Andrew Fentress, Brooke Taube 

and Seth Taube (the ‘‘Principals’’) 

serves as a director on the Board. 

2. The Adviser is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) and serves as the 

investment adviser to the Company. The 

Affiliated Investment Advisers are 

registered under the Advisers Act and 

currently serve as investment advisers 

to the Existing Affiliated Funds. Medley 

LLC, which is controlled by the 

Principals, serves as the direct or 

indirect holding company for the 

Adviser and the Affiliated Investment 

Advisers. The Affiliated General 

Partners are the general partners of 

certain of the Existing Affiliated Funds. 

The Affiliated General Partners are 

direct, wholly-owned subsidiaries of 

Medley GP Holdings LLC, which is 

controlled by the Principals. 

3. Each of the Existing Affiliated 

Funds is a separate legal entity and is 

excluded from the definition of 

‘‘investment company’’ under section 

3(c)(1) or 3(c)(7) of the Act. Any Future 

Affiliated Fund (as defined below) will 

either be registered under the Act or 

excluded from the definition of 

‘‘investment company’’ under section 

3(c)(1) or 3(c)(7) of the Act. Any Existing 

Affiliated Fund or Future Affiliated 

Fund that co-invests with the Company 

will have substantially the same 

investment objectives and strategies as 

the Company. 

4. Applicants request relief permitting 

the Company (or, as the case may be, 

another business development company 

advised by the Adviser), on the one 

hand, and the Existing Affiliated Funds 

and any future entities advised by the 

Adviser or Medley Management 

(‘‘Future Affiliated Funds,’’ together 

with the Existing Affiliated Funds, the 

‘‘Affiliated Funds’’), on the other hand, 

to participate in the same investment 

opportunities through a proposed coinvestment program (the ‘‘CoInvestment Program’’) where such 

participation would otherwise be 

prohibited under section 57 of the Act.2

For purposes of the application, a ‘‘CoInvestment Transaction’’ means any 

investment opportunity in which the 

Company could not participate together 

with one or more Affiliated Funds 

without obtaining and relying on the 

Order and any transaction in which the 

Company participated together with one 

or more Affiliated Funds in reliance on 

the Order. Affiliated Funds that have 

the capacity to, and elect to, co-invest 

with the Company are referred to as 

‘‘Participating Funds.’’ 

5. Each Co-Investment Transaction 

would be allocated among the 

Company, on the one hand, and the 

Participating Funds, on the other hand. 

In selecting investments for the 

Company, the Adviser will consider the 

investment objective, investment 

policies, investment position, capital 

available for investment, and other 

factors relevant to the Company. The 

Adviser expects that any portfolio 

company that is an appropriate 

investment for the Company should also 

be an appropriate investment for one or 

more Affiliated Funds, with certain 

exceptions based on available capital or 

diversification. The Adviser will present 

each potential Co-Investment 

Transaction and the proposed allocation 

to the directors eligible to vote under 

section 57(o) of the Act (the ‘‘Eligible 

Directors’’). The ‘‘required majority,’’ as 

defined in section 57(o) of the Act 

(‘‘Required Majority’’), will approve 

each Co-Investment Transaction prior to 

any investment by the Company. 

6. Applicants state that none of the 

Principals will benefit directly or 

indirectly from any Co-Investment 

Transaction (other than by virtue of the 

ownership of securities of the Company 

and the Affiliated Investment Advisers) 

or participate individually in any CoInvestment Transaction. In addition, no 

Independent Director will have any 

direct or indirect financial interest in 

any Co-Investment Transaction or any 

interest in any portfolio company, other 

than through an interest (if any) in the 

securities of the Company. 

Applicants’ Legal Analysis 

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

certain affiliated persons of a BDC from 

participating in joint transactions 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). 

Applicants submit that each of the 

Affiliated Funds could be deemed to be 

a person related to the Company in a 

manner described by section 57(b) by 

virtue of being under common control 

with the Company. 

2. Section 57(i) of the Act provides 

that, until the Commission prescribes 

rules under section 57(a)(4), the 

Commission’s rules under section 17(d) 

of the Act applicable to registered 

closed-end investment companies will 

be deemed to apply to BDCs. Because 

the Commission has not adopted any 

rules under section 57(a)(4), rule 17d–1 

applies. 

3. 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 


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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. 

4. Applicants state that they expect 

that co-investment in portfolio 

companies by the Company and the 

Affiliated Funds will increase the 

number of favorable investment 

opportunities for the Company and that 

the Co-Investment Program will be 

implemented only if the Required 

Majority approves it. 

5. Applicants submit that the 

Required Majority’s approval of 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 Act and on a basis 

that is not different from or less 

advantageous than that of other 

participants. 

6. Under condition 14, if the Adviser, 

the Principals, any person controlling, 

controlled by, or under common control 

with the Adviser or the Principals, and 

the Affiliated Funds (collectively, the 

‘‘Holders’’) own in the aggregate more 

than 25% of the outstanding voting 

securities of the Company (‘‘Shares’’), 

then the Holders will vote such Shares 

as directed by an independent third 

party when voting on matters specified 

in the condition. Applicants believe that 

this condition will ensure that the 

Independent Directors will act 

independently in evaluating the CoInvestment Program, because the ability 

of the Adviser or the Principals to 

influence the Independent Directors by 

a suggestion, explicit or implied, that 

the Independent Directors can be 

removed will be limited significantly. 

Applicants represent that the 

Independent Directors will evaluate and 

approve any such voting trust or proxy 

adviser, taking into accounts its 

qualifications, reputation for 

independence, cost to the shareholders, 

and other factors that they deem 

relevant. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each time the Adviser or any 

member of Medley Management 

considers a potential Co-Investment 

Transaction for an Affiliated Fund that 

falls within the Company’s then current 

investment objectives and strategies, 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 CoInvestment Transaction 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 by the Company in such CoInvestment Transaction, together with 

the amount proposed to be invested by 

the Participating 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 capital available for 

investment in the asset class being 

allocated, on one hand, and the 

Participating Funds’ capital available for 

investment in the asset class being 

allocated, on the other hand, to the 

aggregated capital available for 

investment for the asset class being 

allocated of all parties involved in the 

investment opportunity, up to the 

amount proposed to be invested by 

each. The Adviser will provide the 

Eligible Directors with information 

concerning each party’s available capital 

to assist the Eligible Directors 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 each 

Participating Fund, to the Eligible 

Directors for their consideration. The 

Company will co-invest with a 

Participating Fund only if, prior to the 

Company’s and the Participating Fund’s 

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 stockholders on the part of any 

person concerned; 

(ii) The transaction is consistent with 

(A) The interests of the stockholders 

of the Company; and 

(B) The Company’s investment 

objectives and strategies (as described in 

the Company’s registration statement on 

Form N–2 and other filings made with 

the Commission by the Company under 

the 1933 Act, any reports filed by the 

Company with the Commission under 

the Securities Exchange Act of 1934, as 

amended, and the Company’s reports to 

stockholders); 

(iii) The investment by the 

Participating Funds would not 

disadvantage the Company, and 

participation by the Company is not on 

a basis different from or less 

advantageous than that of any 

Participating Fund; provided, that if any 

Participating Fund, but not the 

Company, gains 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 Eligible Directors shall have 

the right to ratify the selection of such 

director or board observer, if any; 

(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 

(C) Any fees or other compensation 

that any Participating Fund or any 

affiliated person of a Participating Fund 

receives in connection with the right of 

the Participating Fund to nominate a 

director or appoint a board observer or 

otherwise to participate in the 

governance or management of the 

portfolio company will be shared 

proportionately among Participating 

Funds (who may, in turn, share their 

portion with their affiliated persons) 

and the Company in accordance with 

the amount of each party’s investment; 

and 

(iv) The proposed investment by the 

Company will not benefit The Adviser 

or the Affiliated Funds or any affiliated 

person of either of them (other than the 

other parties to the Co-Investment 

Transaction), except (a) to the extent 

provided by condition 13; (b) to the 

extent provided by Sections 17(e) or 


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Federal Register / Vol. 77, No. 42 / Friday, March 2, 2012 / Notices 12895 

57(k); (c) indirectly, as a result of an 

interest in securities issued by one of 

the parties to the Co-Investment 

Transaction; or (d) in the case of fees or 

other compensation described in 

condition 2(c)(iii)(C). 

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 Affiliated 

Funds during the preceding quarter that 

fell within the Company’s then-current 

investment objectives and strategies 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 will not invest in reliance on 

the Order in any portfolio company in 

which the Adviser, any Participating 

Fund, or any affiliated person of either 

of them is an existing investor. 

6. The Company will not participate 

in any Co-Investment Transaction 

unless the terms, conditions, price, class 

of securities to be purchased, settlement 

date and registration rights will be the 

same for the Company as for the 

Participating Funds. The grant to an 

Affiliated Fund, 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), (B) 

and (C) are met. 

7. If any of the Participating Funds 

elects to sell, exchange, or otherwise 

dispose of an interest in a security that 

was acquired by the Company and such 

Participating Funds in a Co-Investment 

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 Eligible 

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 

Participating 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 Participating Funds will 

bear its own expenses in connection 

with any such disposition. 

8. If any Affiliated Fund 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 such Affiliated Fund in a 

Co-Investment Transaction or to 

exercise warrants or other rights to 

purchase securities of the issuer, the 

Adviser will: 

(a) Notify the Company of the 

proposed transaction 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 Eligible Directors. 

The Eligible 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 Participating Funds’ 

outstanding investments immediately 

preceding the follow-on investment; and 

(ii) The aggregate amount 

recommended by the Adviser to be 

invested by the Company in such CoInvestment Transaction, together with 

the amount proposed to be invested by 

the Participating 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 capital available for 

investment in the asset class being 

allocated, on one hand, and the 

Participating Funds’ capital available for 

investment in the asset class being 

allocated, on the other hand, to the 

aggregated capital available for 

investment for the asset class being 

allocated of all parties involved in the 

investment opportunity, up to the 

amount proposed to be invested by 

each. The Company will participate in 

such investment to the extent that a 

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 during the preceding 

quarter, including investments made by 

any Affiliated Funds which 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 for the Company of 

participating in new and existing CoInvestment Transactions. 

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 Required Majority 

under Section 57(f). 

11. No Independent Director 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 Affiliated 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 or the Affiliated Investment 

Advisers under their respective 

investment advisory agreements with 

the Company and the Participating 

Funds, be shared by the Company and 

the Participating 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 brokers’ fees contemplated by 

Section 57(k)(2) or 17(e)(2) of the Act, as 

applicable) received in connection with 

a Co-Investment Transaction will be 

distributed to the Company and the 

Participating 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 or any other adviser that is part 

of Medley Management pending 

consummation of the transaction, the 

fee will be deposited into an account 

maintained by the Adviser or such other 

adviser, as the case may be, 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 

Participating Funds based on the 

amount they invest in such CoVerDate Mar<15>2010 17:01 Mar 01, 2012 Jkt 226001 PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 E:\FR\FM\02MRN1.SGM 02MRN1

tkelley on DSK3SPTVN1PROD with NOTICES
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1 15 U.S.C. 78q–1(b) and 78s(a)(1). 

2 17 CFR 240.17Ab2–1. 

3Release No. 34–11875 (Nov. 26, 1975), 40 FR 

55910 (Dec. 2, 1975). 

4Release Nos. 34–1358 (June 1, 1977), 42 FR 

30066 (Jun. 10, 1977); 34–13911 (Aug. 31, 1977), 

1977 WL 190688; 34–14531, 43 FR 10288 (Mar. 10, 

1978); and 34–18584 (March 22, 1982), 47 FR 13266 

(Mar. 29, 1982). 

5 15 U.S.C. 78q–1 and 17 CFR 240.17Ab2–1. 

6Release No. 34–20221, 48 FR 45167 (Oct. 3, 

1983). 

7Letter from David C. Whitcomb Jr., General 

Counsel, Chicago Stock Exchange, to David Karasik, 

Division of Trading and Markets (Oct. 28, 2009) 

(‘‘CHX 2009 Letter’’). 

8Release No. 34–20221, supra note 6. 

9CHX 2009 Letter. MCC was incorporated in 

Delaware on September 21, 1973, and was 

dissolved on December 17, 2009. LexisNexis, Public 

Records, Corporate Filings search (http:// 

www.lexis.com) and Secretary of State of the State 

of Delaware (http://corp.delaware.gov/ 

authver.shtml). CHX believes that MCC’s clearing 

agency operations had ceased by late 1995. Email 

from James G. Ongeena, Vice President and 

Associate General Counsel, CSX, to David Karasik, 

Division of Trading and Markets, Commission (Aug. 

18, 2011) (providing a copy of a Transfer Agreement 

dated as of November 14, 1995, by and among CSX, 

Midwest Securities Trust Company (‘‘MSTC’’), 

MCC, The Depository Trust Company(‘‘DTC’’), and 

National Securities Clearing Corporation (‘‘NSCC’’) 

wherein MCC and MSTC agreed to, among other 

things, transfer MCC and MSTC’s clearing and 

depository services and related assets and 

obligations including participants’ open positions 

to DTC and NSCC). 

10CHX 2009 Letter. In addition, CHX represented 

to the Commission that as of August 16, 2011, CHX 

had not, to the best of its knowledge, received any 

claims against or document requests regarding 

MSTC within the last two years. Email from James 

G. Ongeena, Vice President and Associate General 

Counsel, Chicago Stock Exchange, to David Karasik, 

Division of Trading and Markets (Aug. 16, 2011). 

11CHX 2009 Letter. 

12 15 U.S.C. 78s(a)(3). 

1 15 U.S.C. 78q–1(b) and 78s(a)(1). 

2 17 CFR 240.17Ab2–1. 

3Release No. 34–11875 (Nov. 26, 1975), 40 FR 

55910 (Dec. 2, 1975). 

4Release Nos. 34–13584 (June 1, 1977), 42 FR 

30066 (Jun. 10, 1977); 34–13911 (Aug. 31, 1977), 

1977 WL 190688; 34–14531, 43 FR 10288 (Mar. 10, 

1978); and 34–18584 (Mar. 22, 1982), 47 FR 13266 

(Mar. 29, 1982). 

5 15 U.S.C. 78q–1 and 17 CFR 240.17Ab2–1. 

6Release No. 34–20221 (Sept. 23, 1983), 48 FR 

45167 (Oct. 3, 1983). 

Investment Transaction. None of the 

Participating Funds nor any affiliated 

person of the Company will receive 

additional compensation or 

remuneration of any kind (other than (a) 

in the case of the Company and the 

Funds, the pro rata transaction fees 

described above and fees or other 

compensation described in condition 

2(c)(iii)(C) and (b) in the case of the 

Adviser, investment advisory fees paid 

in accordance with the Funds’ 

Agreements) as a result of or in 

connection with a Co-Investment 

Transaction. 

14. If the Holders own in the aggregate 

more than 25% of the outstanding 

Shares, then the Holders will vote such 

Shares as directed by an independent 

third party (such as the trustee of a 

voting trust or a proxy adviser) when 

voting on (1) the election of directors; 

(2) the removal of one or more directors; 

or (3) any matters requiring approval by 

the vote of a majority of the outstanding 

voting securities, as defined in section 

2(a)(42) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5061 Filed 3–1–12; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66458; File No. 600–9] 

Self-Regulatory Organizations; 

Midwest Clearing Corporation; Order 

Cancelling Clearing Agency 

Registration 

February 24, 2012. 

I. Background 

On December 1, 1975, pursuant to 

Sections 17A(b) and 19(a)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 17Ab2–1 

thereunder,2 the Securities and 

Exchange Commission (‘‘Commission’’) 

approved on a temporary basis the 

application for registration as a clearing 

agency filed by the Midwest Clearing 

Corporation (‘‘MCC’’).3 By subsequent 

orders, the Commission extended MCC’s 

temporary registration.4 On September 

23, 1983, pursuant to Section 17A and 

Rule 17Ab2–1 thereunder,5 the 

Commission approved on a permanent 

basis MCC’s registration as a clearing 

agency.6

MCC was a subsidiary of The Chicago 

Stock Exchange, Incorporated (‘‘CHX’’) 7

and provided trade recording, 

comparison, clearance, and settlement 

services to its participants.8

II. Cancellation of MCC’s Registration 

as a Clearing Agency 

In a letter dated October 28, 2009, 

CHX notified the Commission that MCC 

was no longer in operation and therefore 

had ceased to do business in the 

capacity specified in its application for 

registration.9 CHX also indicated that, 

given the time elapsed since MCC 

ceased active operations, it did not 

anticipate any future claims against 

MCC or itself.10

CHX also stated that ‘‘most of the 

books and records relating to MCC are 

beyond the statutory retention period. 

Any books and records of duration less 

than the statutory requirement will be 

maintained in accordance with the 

CHX’s standard document retention 

policies.’’ 11

Section 19(a)(3) of the Act provides 

that in the event any self-regulatory 

organization is no longer in existence or 

has ceased to do business in the 

capacity specified in its application for 

registration, ‘‘the Commission, by order, 

shall cancel its registration.’’ 12

Based upon the representations and 

undertakings made by CHX to the 

Commission and because MCC is no 

longer in existence and has ceased to do 

business in the capacity specified in its 

registration application, the 

Commission is canceling its registration 

effective February 24, 2012. 

It is therefore ordered that: 

Effective February 24, 2012, based on 

the facts and representations noted 

above, MCC’s registration as a clearing 

agency under Section 17A of the 

Exchange Act and Rule 17Ab2–1 

thereunder is cancelled. 

By the Commission. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5054 Filed 3–1–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66459; File No. 600–11] 

Self-Regulatory Organizations; Pacific 

Clearing Corporation; Order Cancelling 

Clearing Agency Registration 

February 24, 2012. 

I. Background 

On December 1, 1975, pursuant to 

Sections 17A(b) and 19(a)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 17Ab2–1 

thereunder,2 the Securities and 

Exchange Commission (‘‘Commission’’) 

approved on a temporary basis the 

application for registration as a clearing 

agency filed by the Pacific Clearing 

Corporation (‘‘PCC’’).3 By subsequent 

orders, the Commission extended PCC’s 

temporary registration.4 On September 

23, 1983, pursuant to Section 17A and 

Rule 17Ab2–1 thereunder,5 the 

Commission approved on a permanent 

basis PCC’s registration as a clearing 

agency.6

PCC was a subsidiary of PCX Equities, 

Inc. (‘‘PCXE’’) (now NYSE Arca 

Equities, Inc.), which was a wholly 

owned subsidiary of the Pacific 


tkelley on DSK3SPTVN1PROD with NOTICES