Federal Register / Vol. 77, No. 49 / Tuesday, March 13, 2012 / Notices 14839 

1Applicant was incorporated under the laws of 

the state of New York in August 1981. In 1995, 

Applicant elected to become a BDC. Section 2(a)(48) 

of the Act defines a BDC to be any closed-end 

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. 

questions about NRC dockets to Carol 

Gallagher; telephone: 301–492–3668; 

email: Carol.Gallagher@nrc.gov. 

FOR FURTHER INFORMATION CONTACT: 

Timothy C. Johnson, Office of Nuclear 

Material Safety and Safeguards, U.S. 

Nuclear Regulatory Commission, 

Rockville, Maryland 20852; telephone: 

(301) 492–3121; email: 

Timothy.Johnson@nrc.gov. 

SUPPLEMENTARY INFORMATION: 

I. Introduction 

By letter dated June 26, 2009, the 

applicant submitted to the NRC an 

application requesting a license, under 

Title 10 of the Code of Federal 

Regulations Parts 30, 40, and 70, to 

possess and use byproduct material, 

source material, and SNM in a laserbased uranium enrichment facility. 

Revisions to the application were 

submitted on March 23, 2010; June 25, 

2010; December 16, 2010; March 29, 

2011; August 1, 2011; August 12, 2011; 

October 14; and November 11, 2011. 

The Applicant proposes that the facility 

be located in Wilmington, North 

Carolina. 

The NRC staff prepared the SER in 

support of this license application. The 

SER discusses the results of the safety 

review performed by the staff in the 

following areas: general information, 

organization and administration, 

Integrated Safety Analysis (ISA) and ISA 

summary, radiation protection, nuclear 

criticality safety, chemical process 

safety, fire safety, emergency 

management, environmental protection, 

decommissioning, management 

measures, material control and 

accounting, physical protection, 

physical security of the transportation of 

SNM of low strategic significance, 

human factors engineering, and 

electrical power and instrumentation 

and control systems. 

II. Further Information 

The SER is available online in the 

NRC’s Electronic Reading Room at 

http://www.nrc.gov/reading-rm/ 

adams.html. From this site, you can 

access the NRC’s Agencywide 

Documents Access and Management 

System (ADAMS), which provides text 

and image files of NRC’s public 

documents. The ADAMS Accession 

Number for the June 26, 2009, license 

application is ML091871003 and 

ML092110280. Revisions of the 

application are available at ADAMS 

Accession Numbers ML100910053, 

ML101810134, ML103610078, 

ML103610080, ML110960272, 

ML112140138, ML112290297, 

ML112990562, and ML11326A177. The 

ADAMS Accession Number for the 

February 2012 SER is ML12060A007. 

If you do not have access to ADAMS 

or if there are problems in accessing the 

documents located in ADAMS, contact 

the NRC Public Document Room 

Reference staff at 800–397–4209, 301– 

415–4737, or via email to 

pdr.resource@nrc.gov. These documents 

may also be viewed electronically on 

the public computers located at the 

NRC’s PDR, O1F21, One White Flint 

North, 11555 Rockville Pike, Rockville, 

Maryland 20852. The PDR reproduction 

contractor will copy documents for a 

fee. 

Dated at Rockville, Maryland this 1st day 

of March, 2012. 

For the U.S. Nuclear Regulatory 

Commission. 

Marissa G. Bailey, 

Deputy Director, Division of Fuel Cycle Safety 

and Safeguards, Office of Nuclear Material 

Safety and Safeguards. 

[FR Doc. 2012–6002 Filed 3–12–12; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29976; 812–13313] 

Harris & Harris Group, Inc.; Notice of 

Application 

March 7, 2012. 

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 

23(a), 23(b) and 63 of the Act; under 

sections 57(a)(4) and 57(i) of the Act and 

rule 17d–1 under the Act permitting 

certain joint transactions otherwise 

prohibited by section 57(a)(4) of the Act; 

and under section 23(c)(3) of the Act for 

an exemption from section 23(c) of the 

Act. 

SUMMARY OF THE APPLICATION: Harris & 

Harris Group, Inc. (‘‘Applicant’’ or 

‘‘Company’’) requests an order that 

would permit Applicant to (a) issue 

restricted shares of its common stock 

(‘‘Restricted Stock’’) as part of the 

compensation package for certain 

participants in its Amended and 

Restated 2012 Equity Incentive Plan (the 

‘‘Plan’’), (b) withhold shares of the 

Applicant’s common stock or purchase 

shares of Applicant’s common stock 

from participants to satisfy tax 

withholding obligations relating to the 

vesting of Restricted Stock or the 

exercise of options to purchase shares of 

Applicant’s common stock (‘‘Options’’), 

and (c) permit participants to pay the 

exercise price of Options with shares of 

Applicant’s common stock. 

FILING DATES: The application was filed 

on July 11, 2006, and amended May 24, 

2010, October 25, 2011, and February 

29, 2012. Applicants have agreed to file 

an amendment during the notice period, 

the substance of which is reflected in 

this notice. 

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 the 

applicant 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, 2012, and 

should be accompanied by proof of 

service on applicant, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicant, 1450 Broadway, 24th Floor, 

New York, NY 10018. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, 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 

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. 

Applicant’s Representations 

1. Applicant is an internally managed 

venture capital company specializing in 

nanotechnology and microsystems that 

has elected to be regulated as a business 

development company (‘‘BDC’’) under 

the Act.1 Since 2001, Applicant has 

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14840 Federal Register / Vol. 77, No. 49 / Tuesday, March 13, 2012 / Notices 

2For purposes of the requested relief, Applicant 

will be granting Restricted Stock pursuant to the 

Plan to the individuals who are directors as of June 

7, 2012, including the Applicant’s chief executive 

officer, who will then be the sole interested 

director. 

3Options will not be granted to Non-Employee 

Directors. 

4Section 57(o) of the Act provides that the 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. 

5The ‘‘Compensation Committee’’ is composed of 

‘‘non-employee directors’’ within the meaning of 

rule 16b–3, and ‘‘outside directors’’ within the 

meaning of section 162(m) of the Internal Revenue 

Code of 1986, as amended. 

6 If any shares subject to an award granted under 

the Plan are forfeited, cancelled, exchanged or 

surrendered or if an award terminates or expires 

without an issuance of shares, those shares will 

again be available for awards under the Plan. 

7Effective Date is defined in section 2(i) of the 

Plan as the date on which the Plan is approved by 

Applicant’s stockholders. 

8For purposes of calculating compliance with 

this limit, the Company will count as Restricted 

Stock all shares of its common stock that are issued 

under the Plan less any shares that are forfeited 

back to the Company and cancelled as a result of 

forfeiture restrictions not lapsing. 

9 If the Company does not receive the requested 

order to issue Restricted Stock, all shares granted 

under the Plan may be subject to Options. All 

Option awards will be issued in accordance with 

section 61 of the Act and will not be granted to 

Non-Employee Directors. 

made initial venture capital investments 

exclusively in nanotechnology and 

microsystems, which it sometimes refers 

to as ‘‘tiny technology.’’ Applicant 

considers a company to be a tiny 

technology company if the company 

employs or intends to employ 

technology that Applicant considers to 

be at the microscale or smaller and if the 

employment of that technology is 

material to its business plan. Shares of 

Applicant’s common stock are traded on 

the Nasdaq Global Market under the 

symbol ‘‘TINY.’’ As of December 31, 

2011, there were 31,000,601 shares of 

Applicant’s common stock outstanding. 

As of that date, Applicant had 10 

employees. 

2. Applicant currently has a ten 

member board of directors (the ‘‘Board’’) 

of whom eight are not ‘‘interested 

persons’’ of Applicant within the 

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

and two are considered ‘‘interested 

persons’’ of Applicant. As of June 7, 

2012, Applicant will have a nine 

member Board of whom eight will be 

non-interested persons of Applicant and 

one will be considered an interested 

person of Applicant.2

3. Applicant believes that, because the 

market for highly qualified investment 

professionals is highly competitive, 

Applicant’s success depends on its 

ability to offer compensation packages 

to its professionals that are competitive 

with those offered by other venture 

capital firms and investment 

management businesses. Applicant 

states that the ability to offer equitybased compensation to its professionals, 

which both aligns employee behavior 

with shareholder interests and provides 

a retention tool, is vital to Applicant’s 

future growth and success. 

4. Effective May 4, 2006, Applicant 

adopted the Harris & Harris Group, Inc. 

2006 Equity Incentive Plan (the ‘‘2006 

Plan’’). Applicant has issued Options to 

participants under the 2006 Plan, all of 

whom were employees at the time of the 

grants, and as of December 31, 2011, 

there were 3,389,117 Options 

outstanding. Applicant has not issued 

any Restricted Stock pursuant to the 

2006 Plan. Applicant proposes to amend 

and restate the 2006 Plan by adopting 

the Plan, which will supersede the 2006 

Plan, subject to the issuance of the 

requested order. The Plan authorizes the 

issuance of Options to its officers and 

employees, and Restricted Stock to its 

directors, including non-employee 

directors (‘‘Non-Employee Directors’’), 

officers and employees 

(‘‘Participants’’).3

5. The Plan will authorize the 

issuance of shares of Restricted Stock 

subject to certain forfeiture restrictions. 

The restrictions may relate to continued 

employment or service as a director 

(lapsing either on an annual or other 

periodic basis or on a ‘‘cliff’’ basis, i.e., 

at the end of a stated period of time), the 

satisfaction of performance goals as 

stated in the Plan, or other restrictions 

deemed by the Required Majority 4 and 

the Compensation Committee 5 from 

time to time to be appropriate and in the 

best interests of Applicant and its 

stockholders. Unless otherwise 

determined by the Board, a Participant 

granted Restricted Stock will have all of 

the rights of a stockholder including, 

without limitation, the right to vote 

Restricted Stock and the right to receive 

dividends, including deemed dividends, 

thereon. Restricted Stock may not be 

transferred, pledged, hypothecated, 

margined, or otherwise encumbered by 

the Participant during the Restricted 

Period, except for disposition by will or 

intestacy. Except as the Board otherwise 

determines, upon termination of a 

Participant’s employment or director 

relationship with the Company during 

the applicable restriction period, the 

Participant’s Restricted Stock and any 

accrued but unpaid dividends that are 

then subject to restrictions shall 

generally be forfeited.6

6. Under the Plan, a maximum of 

twenty percent (20%) of Applicant’s 

total shares of common stock issued and 

outstanding (as of the Effective Date) 7

will be available for awards under the 

Plan. Under the Plan, no more than fifty 

percent (50%) of the shares of stock 

reserved for the grant of awards under 

the Plan may be Restricted Stock awards 

at any time during the term of the Plan. 

Thus, the maximum amount of 

Restricted Stock that may be 

outstanding at any particular time will 

be ten percent of the Applicant’s voting 

securities.8 No more than 1,000,000 

shares of common stock may be made 

subject to awards under the Plan to any 

Participant in any year.9

7. The Plan will be administered by 

the Compensation Committee and the 

Board will have the responsibility to 

ensure that the Plan is operated in a 

manner that best serves the interests of 

Applicant and its stockholders. 

Restricted Stock will be awarded to 

certain employees, officers and 

directors, including Non-Employee 

Directors, from time to time as part of 

the employees’, officers’ or directors’ 

compensation based on their actual or 

expected performance and value to the 

Company. All awards of Restricted 

Stock to employees will be approved by 

the Required Majority. Awards of 

Restricted Stock to Non-Employee 

Directors will be made on the schedule 

described below. 

8. Under the Plan, Non-Employee 

Directors will each receive a grant of up 

to 2,000 shares of Restricted Stock at the 

beginning of each one-year term of 

service on the Board, for which 

forfeiture restrictions will lapse as to 

one-third of such shares each year for 

three years. Each grant of Restricted 

Stock to Non-Employee Directors will 

be made pursuant to this schedule and 

will not be changed without 

Commission approval. 

9. The Plan provides that the 

Company is authorized to withhold 

stock (in whole or in part) from any 

award of Restricted Stock granted in 

satisfaction of a Participant’s tax 

obligations. In addition, as discussed 

more fully in the application, the 

exercise of Options will result in the 

recipient being deemed to have received 

compensation in the amount by which 

the fair market value of the shares of the 

Company’s common stock, determined 

as of the date of exercise, exceeds the 

exercise price. Accordingly, Applicant 

requests relief to withhold shares of its 

common stock or purchase shares of its 

common stock from Participants to 

satisfy tax withholding obligations 

related to the vesting of Restricted Stock 

or the exercise of Options that were 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 49 / Tuesday, March 13, 2012 / Notices 14841 

10See Executive Compensation and Related Party 

Disclosure, Securities Act Release No. 8655 (Jan. 27, 

2006) (proposed rule); Executive Compensation and 

Related Party Disclosure, Securities Act Release No. 

8732A (Aug. 29, 2006) (final rule and proposed 

rule), as amended by Executive Compensation 

Disclosure, Securities Act Release No. 8756 (Dec. 

22, 2006) (adopted as interim final rules with 

request for comments). 

granted under the 2006 Plan or will be 

granted pursuant to the Plan. Applicant 

also requests an exemption to permit 

Participants to pay the exercise price of 

Options that were granted under the 

2006 Plan or will be granted to them 

pursuant to the Plan with shares of the 

Company’s common stock. 

10. The Plan was approved on 

February 29, 2012, by the Compensation 

Committee and the Board, including the 

Required Majority. The Plan will be 

submitted for approval to the 

Company’s stockholders, and will 

become effective upon such approval, 

subject to and following receipt of the 

requested order. 

Applicant’s Legal Analysis 

Sections 23(a) and (b), Section 63 

1. Under section 63 of the Act, the 

provisions of section 23(a) of the Act 

generally prohibiting a registered 

closed-end investment company from 

issuing securities for services or for 

property other than cash or securities 

are made applicable to BDCs. This 

provision would prohibit the issuance 

of Restricted Stock as a part of the Plan. 

2. Section 23(b) of the Act generally 

prohibits a registered closed-end 

investment company from selling any 

common stock of which it is the issuer 

at a price below its current net asset 

value. Section 63(2) of the Act makes 

section 23(b) applicable to BDCs unless 

certain conditions are met. Because 

Restricted Stock that would be granted 

under the Plan would not meet the 

terms of section 63(2), sections 23(b) 

and 63 would prevent the issuance of 

Restricted Stock. 

3. Section 6(c) provides, in part, that 

the Commission may, by order upon 

application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes thereof, 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. 

4. Applicant requests an order 

pursuant to section 6(c) of the Act 

granting an exemption from the 

provisions of sections 23(a), 23(b) and 

63 of the Act. Applicant states that the 

Plan would not violate the concerns 

underlying these sections, which 

include: (a) Preferential treatment of 

investment company insiders and the 

use of options and other rights by 

insiders to obtain control of the 

investment company; (b) complication 

of the investment company’s structure 

that made it difficult to determine the 

value of the company’s shares; and (c) 

dilution of shareholders’ equity in the 

investment company. Applicant asserts 

that the Plan does not raise concerns 

about preferential treatment of 

Applicant’s insiders because the Plan is 

a bona fide compensation plan of the 

type that is common among 

corporations generally. In addition, 

section 61(a)(3)(B) of the Act permits a 

BDC to issue to its directors, officers, 

employees, and general partners 

warrants, options, and rights to 

purchase the BDC’s voting securities 

pursuant to an executive compensation 

plan, subject to certain conditions. 

Applicant states that, for reasons that 

are unclear, section 61 and its legislative 

history do not address the issuance by 

a BDC of restricted stock as incentive 

compensation. Applicant believes, 

however, that the issuance of Restricted 

Stock is substantially similar, for 

purposes of investor protection under 

the Act, to the issuance of warrants, 

options, and rights as contemplated by 

section 61. Applicant also asserts that 

the issuance of Restricted Stock would 

not become a means for insiders to 

obtain control of Applicant because the 

maximum amount of Restricted Stock 

that may be issued under the Plan at any 

one time will be ten percent of the 

outstanding shares of common stock of 

Applicant. Moreover, no Participant 

will be granted more than 25% of the 

shares of stock reserved for issuance 

under the Plan. 

5. Applicant further states that the 

Plan will not unduly complicate 

Applicant’s capital structure because 

equity-based incentive compensation 

arrangements are widely used among 

corporations and commonly known to 

investors. Applicant notes that the Plan 

will be submitted for approval to the 

Company’s stockholders. Applicant 

represents that the proxy materials 

submitted to Applicant’s stockholders 

will contain a concise ‘‘plain English’’ 

description of the Plan and its potential 

dilutive effect. Applicant also states that 

it will comply with the proxy disclosure 

requirements in Item 10 of Schedule 

14A under the Securities Exchange Act 

of 1934. Applicant further notes that the 

Plan will be disclosed to investors in 

accordance with the requirements of the 

Form N–2 registration statement for 

closed-end investment companies and 

pursuant to the standards and 

guidelines adopted by the Financial 

Accounting Standards Board for 

operating companies. Applicant also 

will comply with the disclosure 

requirements for executive 

compensation plans applicable to 

BDCs.10 Applicant thus concludes that 

the Plan will be adequately disclosed to 

investors and appropriately reflected in 

the market value of Applicant’s shares. 

6. Applicant acknowledges that 

awards granted under the Plan may 

have a dilutive effect on the 

stockholders’ equity per share in 

Applicant, but believes that effect 

would be outweighed by the anticipated 

benefits of the Plan to Applicant and its 

stockholders. Moreover, based on the 

manner in which the issuance of 

Restricted Stock pursuant to the Plan 

will be administered, the Restricted 

Stock will be no more dilutive than if 

Applicant were to issue only Options to 

Participants who are employees, as is 

permitted by section 61(a)(3) of the Act. 

Applicant asserts that it needs the 

flexibility to provide the requested 

equity-based compensation in order to 

be able to compete effectively with other 

venture capital firms for talented 

professionals. These professionals, 

Applicant suggests, in turn are likely to 

increase Applicant’s performance and 

stockholder value. Applicant also 

asserts that equity-based compensation 

would more closely align the interests of 

Applicant’s employees with those of its 

stockholders. In addition, Applicant 

states that its stockholders will be 

further protected by the conditions to 

the requested order that assure 

continuing oversight of the operation of 

the Plan by the Board. 

Section 57(a)(4), Rule 17d–1 

7. Section 57(a) proscribes certain 

transactions between a BDC and persons 

related to the BDC in the manner 

described in section 57(b) (‘‘57(b) 

persons’’), absent a Commission order. 

Section 57(a)(4) generally prohibits a 

57(b) person from effecting a transaction 

in which the BDC is a joint participant 

absent such an order. Rule l7d–1, made 

applicable to BDCs by section 57(i), 

proscribes participation in a ‘‘joint 

enterprise or other joint arrangement or 

profit-sharing plan,’’ which includes a 

stock option or purchase plan. 

Employees and directors of a BDC are 

57(b) persons. Thus, the issuance of 

shares of Restricted Stock could be 

deemed to involve a joint transaction 

involving a BDC and a 57(b) person in 

contravention of section 57(a)(4). Rule 

17d–1(b) provides that, in considering 

mstockstill on DSK4VPTVN1PROD with NOTICES

14842 Federal Register / Vol. 77, No. 49 / Tuesday, March 13, 2012 / Notices 

relief pursuant to the rule, the 

Commission will consider (a) whether 

the participation of the BDC in a joint 

enterprise is consistent with the policies 

and purposes of the Act and (b) the 

extent to which such participation is on 

a basis different from or less 

advantageous than that of other 

participants. 

8. Applicant requests an order 

pursuant to sections 57(a)(4) and 57(i) of 

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

permit Applicant to issue Restricted 

Stock under the Plan. Applicant 

acknowledges that its role is necessarily 

different from the other participants 

because the other participants are its 

directors and employees. It notes, 

however, that the Plan is in the interest 

of the Company’s stockholders, because 

the Plan will help align the interests of 

Applicant’s employees with those of its 

stockholders, which will encourage 

conduct on the part of those employees 

designed to produce a better return for 

Applicant’s stockholders. Additionally, 

section 57(j)(1) of the Act expressly 

permits any director, officer or 

employee of a BDC to acquire warrants, 

options and rights to purchase voting 

securities of such BDC, and the 

securities issued upon the exercise or 

conversion thereof, pursuant to an 

executive compensation plan which 

meets the requirements of section 

61(a)(3)(B) of the Act. Applicant submits 

that the issuance of Restricted Stock 

pursuant to the Plan poses no greater 

risk to stockholders than the issuances 

permitted by Section 57(j)(1) of the Act. 

Section 23(c) 

9. Section 23(c) of the Act, which is 

made applicable to BDCs by section 63 

of the Act, generally prohibits a BDC 

from purchasing any securities of which 

it is the issuer except in the open market 

pursuant to tenders, or under other 

circumstances as the Commission may 

permit to ensure that the purchases are 

made in a manner or on a basis that 

does not unfairly discriminate against 

any holders of the class or classes of 

securities to be purchased. Applicant 

states that the withholding or purchase 

of shares of Restricted Stock and 

common stock in payment of applicable 

withholding tax obligations or of 

common stock in payment for the 

exercise price of a stock option might be 

deemed to be purchases by the 

Company of its own securities within 

the meaning of section 23(c) and 

therefore prohibited by the Act. 

10. Section 23(c)(3) of the Act permits 

a BDC to purchase securities of which 

it is the issuer in circumstances in 

which the repurchase is made in a 

manner or on a basis that does not 

unfairly discriminate against any 

holders of the class or classes of 

securities to be purchased. Applicant 

believes that the requested relief meets 

the standards of section 23(c)(3). 

11. Applicant submits that these 

purchases will be made in a manner that 

does not unfairly discriminate against 

Applicant’s stockholders because all 

purchases of Applicant’s stock will be at 

the closing price of the common stock 

on the Nasdaq Global Market (or any 

primary exchange on which its shares of 

common stock may be traded in the 

future) on the relevant date (i.e., the 

public market price on the date of grant 

of Restricted Stock and the date of grant 

of Options). Applicant submits that 

because all transactions with respect to 

the Plan will take place at the public 

market price for the Company’s 

common stock, these transactions will 

not be significantly different than could 

be achieved by any stockholder selling 

in a market transaction. Applicant 

represents that no transactions will be 

conducted pursuant to the requested 

order on days where there are no 

reported market transactions involving 

Applicant’s shares. 

12. Applicant represents that the 

withholding provisions in the Plan do 

not raise concerns about preferential 

treatment of Applicant’s insiders 

because the Plan is a bona fide 

compensation plan of the type that is 

common among corporations generally. 

Furthermore, the vesting schedule is 

determined at the time of the initial 

grant of the Restricted Stock and the 

option exercise price is determined at 

the time of the initial grant of the 

Options. Applicant represents that all 

purchases may be made only as 

permitted by the Plan, which will be 

approved by the Company’s 

stockholders prior to any application of 

the relief. Applicant believes that 

granting the requested relief would be 

consistent with the policies underlying 

the provisions of the Act permitting the 

use of equity compensation as well as 

prior exemptive relief granted by the 

Commission under section 23(c) of the 

Act. 

Applicant’s Conditions 

Applicant agrees that the order 

granting the requested relief will be 

subject to the following conditions: 

1. The Plan will be authorized by 

Applicant’s stockholders. 

2. Each issuance of Restricted Stock to 

an officer or employee will be approved 

by the Required Majority of Applicant’s 

directors on the basis that such grant is 

in the best interest of Applicant and its 

stockholders. 

3. The amount of voting securities 

that would result from the exercise of all 

of Applicant’s outstanding warrants, 

options and rights, together with any 

Restricted Stock issued and outstanding 

pursuant to the Plan, will not at the time 

of issuance of any warrant, option, right 

or share of Restricted Stock under the 

Plan, exceed 20 percent of Applicant’s 

outstanding voting securities. 

4. The amount of Restricted Stock 

issued and outstanding will not at the 

time of issuance of any shares of 

Restricted Stock exceed ten percent of 

Applicant’s outstanding voting 

securities. 

5. The Board will review the Plan at 

least annually. In addition, the Board 

will review periodically the potential 

impact that the issuance of Restricted 

Stock under the Plan could have on 

Applicant’s earnings and net asset value 

per share, such review to take place 

prior to any decisions to grant Restricted 

Stock under the Plan, but in no event 

less frequently than annually. Adequate 

procedures and records will be 

maintained to permit such review. The 

Board will be authorized to take 

appropriate steps to ensure that the 

issuance of Restricted Stock under the 

Plan will be in the best interest of 

Applicant and its stockholders. This 

authority will include the authority to 

prevent or limit the granting of 

additional Restricted Stock under the 

Plan. All records maintained pursuant 

to this condition will be subject to 

examination by the Commission and its 

staff. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5987 Filed 3–12–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, March 15, 2012 at 9:30 

a.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

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