Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9759 

2 20,000 (number of issuers) × .65 (percentage of 

issuers that may use designated agents) × $750 

(estimated average annual cost for issuer’s use of 

designated agent) = $9,750,000. 

notices to the MSRB. Therefore, the total 

annual burden on issuers to prepare and 

submit 73,480 event notices to the 

MSRB is estimated to be 146,960 hours. 

Based on data from the MSRB through 

September 2014 and annualized through 

December 2014, issuers will submit 

approximately 7,063 failure to file 

notices to the MSRB in 2014. 

Commission staff estimates that an 

issuer will require approximately two 

hours to prepare and submit failure to 

file notices to the MSRB. Therefore, the 

total annual burden on issuers to 

prepare and submit 7,063 failure to file 

notices to the MSRB is estimated to be 

14,126 hours. Commission staff 

estimates that the total annual burden 

on broker-dealers to comply with Rule 

15c2–12 is 22,500 hours. Finally, 

Commission staff estimates that the 

MSRB will incur an annual burden of 

12,699 hours to collect, index, store, 

retrieve, and make available the 

pertinent documents under Rule 15c2– 

12. 

Based on data provided by the MSRB, 

the Commission estimates that up to 

65% of issuers may use designated 

agents to submit some or all of their 

continuing disclosure documents to the 

MSRB. The Commission estimates that 

the average total annual cost that may be 

incurred by issuers that use the services 

of a designated agent will be 

$9,750,000.2 The Commission estimates 

that the MSRB will incur total annual 

costs of $10,000 based on the MSRB’s 

estimates of the hardware and software 

costs for the MSRB’s Electronic 

Municipal Market Access (‘‘EMMA’’) 

system in the MSRB’s fiscal year 2014. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be 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 technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 30 days of this 

publication. 

An agency 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. 

The public may view background 

documentation for this information 

collection at the following Web site: 

www.reginfo.gov. Comments should be 

directed to (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 

20549, or by sending an email to: PRA_

Mailbox@sec.gov. Comments must be 

submitted to OMB within 30 days of 

this notice. 

February 18, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03670 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31457; File No. 812–14330] 

Eagle Point Credit Company Inc., et al.; 

Notice of Application 

February 18, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 17(d) 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 17(d) of 

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

SUMMARY: Summary of Application: 

Applicants request an order to permit 

Eagle Point Credit Company Inc. to coinvest in portfolio companies with 

certain affiliated investment funds. 

Applicants: Eagle Point Credit 

Company Inc. (‘‘EPCC’’), Eagle Point 

Credit Management LLC (‘‘EPCM’’), 

Eagle Point Credit Partners LP (‘‘EPCP’’), 

Eagle Point Credit GP I LP (‘‘General 

Partner’’), Eagle Point Credit Company 

Sub LLC (‘‘EPCC Sub’’), Eagle Point 

Credit Partners Sub Ltd. (‘‘EPCP Sub’’), 

and Eagle Point Credit Partners Sub III 

Ltd. (‘‘EPCP Sub III’’). 

DATES: Filing Dates: The application was 

filed on July 10, 2014, and amended on 

November 20, 2014 and January 30, 

2015. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 16, 2015, 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: 20 Horseneck Lane, 

Greenwich, CT 06830. 

FOR FURTHER INFORMATION CONTACT: 

Vanessa M. Meeks, Senior Counsel, or 

Melissa R. Harke, Branch Chief, at (202) 

551–6825 (Chief Counsel’s Office, 

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. EPCC (formerly Eagle Point Credit 

Company LLC) is a Delaware 

corporation that is registered as a 

closed-end management investment 

company under the Act. EPCC’s primary 

investment objective is to generate high 

current income, with a secondary 

objective to generate capital 

appreciation. EPCC seeks to achieve its 

investment objectives by investing 

primarily in equity and junior debt 

tranches of collateralized loan 

obligations (‘‘CLOs’’) that are 

collateralized by a diverse portfolio 

consisting primarily of below 

investment grade U.S. senior secured 

loans. The board of directors of EPCC is 

currently comprised of six directors, 

four of whom are not ‘‘interested 

persons,’’ within the meaning of section 

2(a)(19) of the Act (the ‘‘Non-Interested 

Directors’’), of EPCC. 

2. EPCP is a Cayman Islands 

exempted limited partnership that 

would be an investment company under 

the 1940 Act but for Section 3(c)(7) of 

the 1940 Act. EPCP’s investment 


tkelley on DSK3SPTVN1PROD with NOTICES
9760 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

1 ‘‘Objectives and Strategies’’ means a Regulated 

Fund’s (as defined below) investment objectives 

and strategies, as described in the Regulated Fund’s 

registration statement on Form N–2, other filings 

the Regulated Fund has made with the Commission 

under the Securities Act of 1933 (the ‘‘Securities 

Act’’), or under the Securities Exchange Act of 

1934, and the Regulated Fund’s reports to 

shareholders. 

2 ‘‘Regulated Fund’’ means EPCC and any Future 

Regulated Fund. ‘‘Future Regulated Fund’’ means 

any closed-end management investment company 

(a) that is registered under the Act, (b) whose 

investment adviser is an Adviser, and (c) that 

intends to participate in the Co-Investment 

Program. The term ‘‘Adviser’’ means (a) EPCM and 

(b) any future investment adviser that controls, is 

controlled by or is under common control with 

EPCM and is registered as an investment adviser 

under the Advisers Act. 

3 ‘‘Affiliated Fund’’ means any of EPCP and any 

Future Affiliated Fund. ‘‘Future Affiliated Fund’’ 

means any entity (a) whose investment adviser is 

an Adviser, (b) that would be an investment 

company but for section 3(c)(1) or 3(c)(7) of the Act, 

and (c) that intends to participate in the CoInvestment Program. 

4The term ‘‘private placement transactions’’ 

means transactions in which the offer and sale of 

securities by the issuer are exempt from registration 

under the Securities Act. 

5All existing entities that currently intend to rely 

upon the requested Order have been named as 

applicants. Any other existing or future entity that 

subsequently relies on the Order will comply with 

the terms and conditions of the application. 

6The term ‘‘Wholly-Owned Investment Sub’’ 

means an entity (i) that is wholly-owned by a 

Regulated Fund (with the Regulated Fund at all 

times holding, beneficially and of record, 100% of 

the voting and economic interests); (ii) whose sole 

business purpose is to hold one or more 

investments and issue debt on behalf of the 

Regulated Fund; (iii) with respect to which the 

Regulated Fund’s board of directors or trustees has 

the sole authority to make all determinations with 

respect to the entity’s participation under the 

conditions of the application; and (iv) that would 

be an investment company but for section 3(c)(1) or 

3(c)(7) of the Act. 

7The Regulated Funds, however, will not be 

obligated to invest, or co-invest, when investment 

opportunities are referred to them. 

8Although each Regulated Fund will be a 

registered closed-end fund, the Board members that 

make up the Required Majority will be determined 

as if the Regulated Fund were a BDC subject to 

section 57(o). 

objectives and strategies are equivalent, 

in all material respects, to EPCC’s 

Objectives and Strategies.1 The General 

Partner has ultimate responsibility for 

the management of EPCP. 

3. Each of EPCP Sub and EPCP Sub 

III is a Cayman Islands exempted 

company. EPCP Sub is a direct, whollyowned special purpose subsidiary of 

EPCP. EPCP Sub III is a direct, whollyowned special purpose subsidiary of 

EPCP Sub. EPCP Sub and EPCP Sub III 

are each excluded from registration as 

an investment company under Section 

3(c)(7) of the 1940 Act. All investment 

decisions relating to the assets held at 

EPCP Sub and EPCP Sub III are made by 

EPCM as investment adviser to EPCP. 

4. EPCM is a Delaware limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). EPCM serves as the 

investment adviser to EPCC and EPCP. 

5. Applicants seek an order (‘‘Order’’) 

to permit one or more Regulated Funds 2

and/or one or more Affiliated Funds 3 to 

participate in the same investment 

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

participation would otherwise be 

prohibited under rule 17d–1 by (a) coinvesting with each other in securities 

issued by issuers in private placement 

transactions in which an Adviser 

negotiates terms in addition to price; 4

and (b) making additional investments 

in securities of such issuers, including 

through the exercise of warrants, 

conversion privileges, and other rights 

to purchase securities of the issuers 

(‘‘Follow-On Investments’’). ‘‘CoInvestment Transaction’’ means any 

transaction in which a Regulated Fund 

(or its Wholly-Owned Investment Sub, 

as defined below) participates together 

with one or more other Regulated Funds 

and/or one or more Affiliated Funds in 

reliance on the requested Order. 

‘‘Potential Co-Investment Transaction’’ 

means any investment opportunity in 

which a Regulated Fund (or its WhollyOwned Investment Sub, as defined 

below) could not participate together 

with one or more Affiliated Funds and/ 

or one or more other Regulated Funds 

without obtaining and relying on the 

Order.5

6. Applicants state that a Regulated 

Fund may, from time to time, form one 

or more Wholly-Owned Investment 

Subs.6 Such a subsidiary would be 

prohibited from investing in a CoInvestment Transaction with any 

Affiliated Fund or Regulated Fund 

because it would be a company 

controlled by its parent Regulated Fund 

for purposes of rule 17d–1. Applicants 

request that each Wholly-Owned 

Investment Sub be permitted to 

participate in Co-Investment 

Transactions in lieu of its parent 

Regulated Fund and that the WhollyOwned Investment Sub’s participation 

in any such transaction be treated, for 

purposes of the requested order, as 

though the parent Regulated Fund were 

participating directly. Applicants 

represent that this treatment is justified 

because a Wholly-Owned Investment 

Sub would have no purpose other than 

serving as a holding vehicle for the 

Regulated Fund’s investments and, 

therefore, no conflicts of interest could 

arise between the Regulated Fund and 

the Wholly-Owned Investment Sub. The 

Regulated Fund’s Board would make all 

relevant determinations under the 

conditions with regard to a WhollyOwned Investment Sub’s participation 

in a Co-Investment Transaction, and the 

Regulated Fund’s Board would be 

informed of, and take into 

consideration, any proposed use of a 

Wholly-Owned Investment Sub in the 

Regulated Fund’s place. If the Regulated 

Fund proposes to participate in the 

same Co-Investment Transaction with 

any of its Wholly-Owned Investment 

Subs, the Board will also be informed 

of, and take into consideration, the 

relative participation of the Regulated 

Fund and the Wholly-Owned 

Investment Sub. EPCC Sub is a 

Delaware limited liability company and 

is a Wholly-Owned Investment Sub of 

EPCC. 

7. When considering Potential CoInvestment Transactions for any 

Regulated Fund, the applicable Adviser 

will consider only the Objectives and 

Strategies, investment policies, 

investment positions, capital available 

for investment, and other pertinent 

factors applicable to that Regulated 

Fund. Due to the similarity in 

Objectives and Strategies of certain 

Regulated Funds with the investment 

objectives, policies and strategies of 

certain Affiliated Funds, the Adviser 

expects that investments for a Regulated 

Fund should also generally be 

appropriate investments for one or more 

other Regulated Funds and/or one or 

more Affiliated Funds, with certain 

exceptions based on available capital or 

diversification.7

8. Other than pro rata dispositions 

and Follow-On Investments as provided 

in conditions 7 and 8, and after making 

the determinations required in 

conditions 1 and 2(a), the Adviser will 

present each Potential Co-Investment 

Transaction and the proposed allocation 

to the directors of the Board eligible to 

vote under section 57(o) of the Act 

(‘‘Eligible Directors’’), and the ‘‘required 

majority,’’ as defined in section 57(o) of 

the Act (‘‘Required Majority’’) 8 will 

approve each Co-Investment 

Transaction prior to any investment by 

the participating Regulated Fund. 

9. With respect to the pro rata 

dispositions and Follow-On Investments 

provided in conditions 7 and 8, a 

Regulated Fund may participate in a pro 

rata disposition or Follow-On 

Investment without obtaining prior 

approval of the Required Majority if, 

among other things: (i) The proposed 

participation of each Regulated Fund 

and Affiliated Fund in such disposition 

is proportionate to its outstanding 

investments in the issuer immediately 


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Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9761 

preceding the disposition or Follow-On 

Investment, as the case may be; and (ii) 

the Board of the Regulated Fund has 

approved that Regulated Fund’s 

participation in pro rata dispositions 

and Follow-On Investments as being in 

the best interests of the Regulated Fund. 

If the Board does not so approve, any 

such disposition or Follow-On 

Investment will be submitted to the 

Regulated Fund’s Eligible Directors. The 

Board of any Regulated Fund may at any 

time rescind, suspend or qualify its 

approval of pro rata dispositions and 

Follow-On Investments with the result 

that all dispositions and/or Follow-On 

Investments must be submitted to the 

Eligible Directors. 

10. No Non-Interested Director of a 

Regulated Fund will have a financial 

interest in any Co-Investment 

Transaction, other than through share 

ownership in one of the Regulated 

Funds. 

Applicants’ Legal Analysis 

1. 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. 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. 

2. Applicants state that in the absence 

of the requested relief, a Regulated Fund 

would be, in some circumstances, 

limited in its ability to participate in 

attractive and appropriate investment 

opportunities. Applicants believe that 

the proposed terms and conditions will 

ensure that the Co-Investment 

Transactions are consistent with the 

protection of each Regulated Fund’s 

shareholders and with the purposes 

intended by the policies and provisions 

of the Act. Applicants state that the 

Regulated Funds’ participation in the 

Co-Investment 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. 

Applicants’ Conditions 

Applicants agree that the Order will 

be subject to the following conditions: 

1. Each time an Adviser considers a 

Potential Co-Investment Transaction for 

an Affiliated Fund or another Regulated 

Fund that falls within a Regulated 

Fund’s then-current Objectives and 

Strategies, the Regulated Fund’s Adviser 

will make an independent 

determination of the appropriateness of 

the investment for such Regulated Fund 

in light of the Regulated Fund’s thencurrent circumstances. 

2.(a) If the Adviser deems a Regulated 

Fund’s participation in any Potential 

Co-Investment Transaction to be 

appropriate for the Regulated Fund, it 

will then determine an appropriate level 

of investment for the Regulated Fund. 

(b) If the aggregate amount 

recommended by the applicable Adviser 

to be invested by the applicable 

Regulated Fund in the Potential CoInvestment Transaction, together with 

the amount proposed to be invested by 

the other participating Regulated Funds 

and Affiliated Funds, collectively, in the 

same transaction, exceeds the amount of 

the investment opportunity, the 

investment opportunity will be 

allocated among them pro rata based on 

each participant’s ‘‘capital available for 

investment’’ in the asset class being 

allocated, up to the amount proposed to 

be invested by each. The applicable 

Adviser will provide the Eligible 

Directors of each participating 

Regulated Fund with information 

concerning each participating party’s 

available capital to assist the Eligible 

Directors with their review of the 

Regulated Fund’s investments for 

compliance with these allocation 

procedures. 

(c) After making the determinations 

required in conditions 1 and 2(a), the 

applicable Adviser will distribute 

written information concerning the 

Potential Co-Investment Transaction 

(including the amount proposed to be 

invested by each participating Regulated 

Fund and Affiliated Fund) to the 

Eligible Directors of each participating 

Regulated Fund for their consideration. 

A Regulated Fund will co-invest with 

one or more other Regulated Funds and/ 

or one or more Affiliated Funds only if, 

prior to the Regulated Fund’s 

participation in the Potential CoInvestment Transaction, a Required 

Majority concludes that: 

(i) The terms of the Potential CoInvestment Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Regulated Fund and its 

shareholders and do not involve 

overreaching in respect of the Regulated 

Fund or its shareholders on the part of 

any person concerned; 

(ii) the Potential Co-Investment 

Transaction is consistent with: 

(A) The interests of the shareholders 

of the Regulated Fund; and 

(B) the Regulated Fund’s then-current 

Objectives and Strategies; 

(iii) the investment by any other 

Regulated Funds or Affiliated Funds 

would not disadvantage the Regulated 

Fund, and participation by the 

Regulated Fund would not be on a basis 

different from or less advantageous than 

that of other Regulated Funds or 

Affiliated Funds; provided that, if any 

other Regulated Fund or Affiliated 

Fund, but not the Regulated Fund itself, 

gains the right to nominate a director for 

election to a portfolio company’s board 

of directors, 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 will have 

the right to ratify the selection of such 

director, board observer or participant, 

if any; 

(B) the applicable Adviser agrees to, 

and does, provide periodic reports to 

the Regulated Fund’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 Affiliated Fund or any 

Regulated Fund or any affiliated person 

of any Affiliated Fund or any Regulated 

Fund receives in connection with the 

right of an Affiliated Fund or a 

Regulated 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 

the participating Affiliated Funds (who 

each may, in turn, share its portion with 

its affiliated persons) and the 

participating Regulated Funds in 

accordance with the amount of each 

party’s investment; and 

(iv) the proposed investment by the 

Regulated Fund will not benefit the 

Adviser, the Affiliated Funds or the 

other Regulated Funds or any affiliated 

person of any of them (other than the 

parties to the Co-Investment 

Transaction), except (A) to the extent 

permitted by condition 13, (B) to the 

extent permitted by section 17(e) of the 

Act, (C) indirectly, as a result of an 

interest in the 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). 


tkelley on DSK3SPTVN1PROD with NOTICES
9762 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

9This exception applies only to Follow-On 

Investments by a Regulated Fund in issuers in 

which that Regulated Fund already holds 

investments. 

3. Each Regulated Fund has the right 

to decline to participate in any Potential 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. The applicable Adviser will present 

to the Board of each Regulated Fund, on 

a quarterly basis, a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Funds or Affiliated Funds 

during the preceding quarter that fell 

within the Regulated Fund’s thencurrent Objectives and Strategies that 

were not made available to the 

Regulated Fund, and an explanation of 

why the investment opportunities were 

not offered to the Regulated Fund. All 

information presented to the Board 

pursuant to this condition will be kept 

for the life of the Regulated Fund 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 in accordance with condition 8,9

a Regulated Fund will not invest in 

reliance on the Order in any issuer in 

which another Regulated Fund, 

Affiliated Fund, or any affiliated person 

of another Regulated Fund or Affiliated 

Fund is an existing investor. 

6. A Regulated Fund will not 

participate in any Potential CoInvestment Transaction unless the 

terms, conditions, price, class of 

securities to be purchased, settlement 

date, and registration rights will be the 

same for each participating Regulated 

Fund and Affiliated Fund. The grant to 

an Affiliated Fund or another Regulated 

Fund, but not the Regulated Fund, 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 a 

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. (a) If any Affiliated Fund or any 

Regulated Fund elects to sell, exchange 

or otherwise dispose of an interest in a 

security that was acquired in a CoInvestment Transaction, the applicable 

Adviser will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed disposition 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

participation by each Regulated Fund in 

the disposition. 

(b) Each Regulated Fund 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 Affiliated Funds and 

Regulated Funds. 

(c) A Regulated Fund may participate 

in such disposition without obtaining 

prior approval of the Required Majority 

if: (i) The proposed participation of each 

Regulated Fund and each Affiliated 

Fund in such disposition is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition; (ii) the Board 

of the Regulated Fund has approved as 

being in the best interests of the 

Regulated Fund the ability to participate 

in such dispositions on a pro rata basis 

(as described in greater detail in the 

application); and (iii) the Board of the 

Regulated Fund is provided on a 

quarterly basis with a list of all 

dispositions made in accordance with 

this condition. In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Directors, and the Regulated Fund will 

participate in such disposition solely to 

the extent that a Required Majority 

determines that it is in the Regulated 

Fund’s best interests. 

(d) Each Affiliated Fund and each 

Regulated Fund will bear its own 

expenses in connection with any such 

disposition. 

8.(a) If any Affiliated Fund or any 

Regulated Fund desires to make a 

Follow-On Investment in a portfolio 

company whose securities were 

acquired in a Co-Investment 

Transaction, the applicable Adviser 

will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed transaction 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed Follow-On 

Investment, by each Regulated Fund. 

(b) A Regulated Fund may participate 

in such Follow-On Investment without 

obtaining prior approval of the Required 

Majority if: (i) The proposed 

participation of each Regulated Fund 

and each Affiliated Fund in such 

investment is proportionate to its 

outstanding investments in the issuer 

immediately preceding the Follow-On 

Investment; and (ii) the Board of the 

Regulated Fund has approved as being 

in the best interests of the Regulated 

Fund the ability to participate in 

Follow-On Investments on a pro rata 

basis (as described in greater detail in 

the application). In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Directors, and the Regulated Fund will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Regulated Fund’s best interests. 

(c) If, with respect to any Follow-On 

Investment: 

(i) The amount of the opportunity is 

not based on the Regulated Funds’ and 

the Affiliated Funds’ outstanding 

investments immediately preceding the 

Follow-On Investment; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by each Regulated Fund in the 

Follow-On Investment, together with 

the amount proposed to be invested by 

the participating Affiliated Funds in the 

same transaction, exceeds the amount of 

the opportunity; then the amount 

invested by each such party will be 

allocated among them pro rata based on 

each participant’s ‘‘capital available for 

investment’’ in the asset class being 

allocated, up to the amount proposed to 

be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. Each Regulated Fund will maintain 

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

of the Act as if each of the Regulated 

Funds was a business development 

company and each of the investments 

permitted under these conditions was 

approved by the Required Majority 

under section 57(f). 

10. The Non-Interested Directors of 

each Regulated Fund will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Funds or 

Affiliated Funds that the Regulated 

Fund considered but declined to 

participate in, so that the Non-Interested 

Directors may determine whether all 

investments made during the preceding 

quarter, including those investments 

that the Regulated Fund considered but 

declined to participate in, comply with 

the conditions of the Order. In addition, 

the Non-Interested Directors will 

consider at least annually the continued 

appropriateness for the Regulated Fund 

of participating in new and existing CoInvestment Transactions. 

11. No Non-Interested Director of a 

Regulated Fund will also be a director, 

general partner, managing member or 

principal, or otherwise an ‘‘affiliated 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9763 

1The applicants request that the order apply not 

only to any existing series of the Trust, but that the 

order also extend to any future series of the Trust, 

and any other existing or future registered open-end 

management investment companies and any series 

thereof that are, or may in the future be, advised 

by the Adviser or any other investment adviser 

controlling, controlled by, or under common 

control with the Adviser (included in the term 

‘‘Adviser’’) and that are part of the same group of 

investment companies, as defined in Section 

12(d)(1)(G)(ii) of the Investment Company Act of 

1940, as amended (the ‘‘1940 Act’’), as the Trust 

(together with the existing series of the Trust, each 

series a ‘‘Fund,’’ and collectively, the ‘‘Funds’’). All 

entities that currently intend to rely on the 

requested order are named as applicants. Any other 

entity that relies on the order in the future will 

comply with the terms and conditions of the 

application. 

2All references to the term ‘‘Adviser’’ include 

successors-in-interest to the Adviser. A successorin-interest is limited to an entity that results from 

a reorganization into another jurisdiction or a 

change in the type of business organization. 

person’’ (as defined in the Act) of an 

Affiliated Fund. 

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) 

will, to the extent not payable by the 

Adviser under its respective investment 

advisory agreements with Affiliated 

Funds and the Regulated Funds, be 

shared by the Regulated Funds and the 

Affiliated Funds in proportion to the 

relative amounts of the securities held 

or to be acquired or disposed of, as the 

case may be. 

13. Any transaction fee (including, 

without limitation, break-up or 

commitment fees but excluding broker’s 

fees contemplated by section 17(e) of 

the Act), received in connection with a 

Co-Investment Transaction will be 

distributed to the participating 

Regulated Funds and Affiliated Funds 

on a pro rata basis based on the amounts 

they invested or committed, as the case 

may be, in such Co-Investment 

Transaction. If any transaction fee is to 

be held by the Adviser pending 

consummation of the transaction, the 

fee will be deposited into an account 

maintained by the Adviser at a bank or 

banks having the qualifications 

prescribed in section 26(a)(1) of the Act, 

and the account will earn a competitive 

rate of interest that will also be divided 

pro rata among the participating 

Regulated Funds and Affiliated Funds 

based on the amounts they invest in 

such Co-Investment Transaction. None 

of the Affiliated Funds, the Adviser, the 

other Regulated Funds or any affiliated 

person of the Regulated Funds or 

Affiliated Funds will receive additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction (other than 

(a) in the case of the Regulated Funds 

and the Affiliated 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 agreement 

between the Adviser and the Regulated 

Fund or Affiliated Fund. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03653 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31458; 812–14341] 

Realty Capital Income Funds Trust, et 

al.; Notice of Application 

February18, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘1940 Act’’) for exemptions from 

sections 12(d)(1)(A), (B), and (C) of the 

1940 Act, under sections 6(c) and 17(b) 

of the 1940 Act for an exemption from 

section 17(a) of the 1940 Act, and under 

section 6(c) of the 1940 Act for an 

exemption from rule 12d1–2(a) under 

the 1940 Act. 

SUMMARY: Summary of the Application: 

Applicants request an order that would 

(a) permit certain registered open-end 

management investment companies that 

operate as ‘‘funds of funds’’ to acquire 

shares of certain registered open-end 

management investment companies, 

registered closed-end management 

investment companies, ‘‘business 

development companies,’’ as defined by 

section 2(a)(48) of the 1940 Act, and 

registered unit investment trusts that are 

within or outside the same group of 

investment companies as the acquiring 

investment companies and (b) permit 

certain registered open-end management 

investment companies relying on rule 

12d1–2 under the 1940 Act to invest in 

certain financial instruments. 

Applicants: Realty Capital Income 

Funds Trust (‘‘Trust’’), National Fund 

Advisors, LLC (‘‘Adviser’’), and Realty 

Capital Securities, LLC (the 

‘‘Distributor’’). 

DATES: Filing Dates: The application 

was filed on August 1, 2014, and 

amended on December 3, 2014 and on 

February 6, 2015. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 16, 2015, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, 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, 405 Park Avenue, 15th 

Floor, New York, NY 10022. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Senior Counsel, at 

(202) 551–6868, or Daniele Marchesani, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

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 Trust is an open-end 

management company registered under 

the 1940 Act and organized as a 

Delaware statutory trust. The Trust has 

multiple series which pursue distinct 

investment objectives and strategies.1

2. The Adviser, a Delaware limited 

liability company, is a registered 

investment adviser under the 

Investment Advisers Act of 1940 and 

serves as the investment adviser to each 

of the Funds of Funds (as defined 

below).2 The Distributor is a Broker (as 

defined below) and serves as the 

existing Funds’ principal underwriter 

and distributor. 

3. Applicants request relief to the 

extent necessary to permit: (a) A Fund 

(each, a ‘‘Fund of Funds,’’ and 

collectively, the ‘‘Funds of Funds’’) to 


tkelley on DSK3SPTVN1PROD with NOTICES