34066 Federal Register / Vol. 86, No. 121 / Monday, June 28, 2021 / Notices 

collection of scientific or technological 

data, and the utilization of science in 

decision-making; suppression or 

distortion of scientific or technological 

findings, data, information, conclusions, 

or technical results; disproportionate 

harm to Federal scientists and 

researchers from groups that are 

historically underrepresented in 

science, technology, and related fields; 

or equitable delivery of the Federal 

Government’s programs. Of interest is 

information about how perceived 

shortfalls in scientific integrity affect 

public trust in science and about 

mechanisms Federal agencies could use 

to detect or deter potential violations of 

scientific integrity policies before they 

occur. [Please note: We do not seek 

reports on alleged offenses that are in 

violation of Federal scientific integrity 

policies; we ask that you not provide 

names of individuals who have been or 

may be accused of engaging in or 

subjected to such practices, personally 

identifiable or sensitive information, or 

specific allegations that should be 

handled through other appropriate 

channels, such as law enforcement, 

Scientific Integrity Officers, or an Office 

of Inspector General]. 

2. Effective policies and practices 

Federal agencies could adopt to 

improve the communication of scientific 

and technological information: 

Consider practices related but not 

limited to: Engagement of Federal 

scientists and contractors working on 

scientific matters with news media and 

on social media; protection of scientific 

independence during clearance and 

review processes; avoidance of political 

or other improper interference in 

research or data collection; 

differentiation in official government 

communications of references to 

scientific publications and peerreviewed research versus science-based 

or science-informed policy statements 

and determinations. 

3. Effective policies and practices 

Federal agencies could adopt to address 

scientific issues and the scientific 

workforce: 

Consider practices related but not 

limited to: Handling scientific 

disagreements about research methods 

and conclusions; addressing gaps in 

current scientific integrity policies 

related to emerging technologies, such 

as artificial intelligence and machinelearning, and evolving scientific 

practices, such as citizen science and 

community-engaged research; 

supporting the professional 

development of Federal scientists; 

supporting scientists and researchers of 

all genders, races, ethnicities, and 

backgrounds and advance the equitable 

delivery of the Federal Government’s 

programs; and Ensuring the 

independence, autonomy, and 

effectiveness of scientific integrity 

officials and chief science officers. 

4. Effective practices Federal agencies 

could adopt to improve training of 

scientific staff about scientific integrity 

and the transparency into their 

scientific integrity practices: 

Consider practices related but not 

limited to: Educating and informing 

employees, contractors, and grantees in 

scientific and technical positions, as 

well as those who manage, 

communicate, or make decisions based 

on science and technology, of their 

rights and responsibilities related to 

agency scientific integrity policies; 

reporting practices that promote 

transparency in the implementation of 

agency scientific integrity policies and 

in the handling of any allegations of 

misconduct; communicating to the 

public about alleged lapses in scientific 

integrity, substantiated violations of 

scientific integrity policies, and 

remedial actions taken; and minimizing 

conflicts of interest in Federal science 

and research misconduct. 

5. Other important aspects of 

scientific integrity and effective 

approaches to improving trust in 

Federal science: 

Consider other elements that should 

be included and addressed in the 

scientific integrity policies of Federal 

agencies, beyond those specified in the 

2009 Presidential Memorandum, 2010 

OSTP Memorandum, and 2021 

Presidential Memorandum. Consider 

also effective practices, in addition to 

those specified above, that Federal 

agencies could put in place to improve 

scientific integrity and public trust in 

Federal science, including for 

proactively promoting rigorous, 

objective scientific research and 

streamlining implementation within 

and across Federal departments and 

agencies. 

Dated: June 22, 2021. 

Stacy Murphy, 

Operations Manager. 

[FR Doc. 2021–13640 Filed 6–25–21; 8:45 am] 

BILLING CODE 3270–F1–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34309; 812–15212] 

Capital Southwest Corporation 

June 22, 2021. 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice. 

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, an pursuant 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 

pursuant section 23(c)(3) of the Act for 

an exemption from section 23(c) of the 

Act. 

SUMMARY OF THE APPLICATION: Capital 

Southwest Corporation (‘‘Company’’ or 

‘‘Applicant’’), requests an order 

(‘‘Order’’) to permit it to (i) issue 

restricted shares of its common stock 

(‘‘Restricted Stock’’) under the terms of 

its 2021 Employee Restricted Stock 

Award Plan (the ‘‘2021 Plan’’) as part of 

the compensation package for certain of 

its employees in the 2021 Plan, and (ii) 

withhold shares of the Company’s 

common stock or purchase shares of the 

Company’s common stock from the 

participants to satisfy tax withholding 

obligations relating to the vesting of 

Restricted Stock pursuant to the 2021 

Plan. 

APPLICANT: Capital Southwest 

Corporation 

FILING DATES: The application was filed 

on March 29, 2021, and amended on 

May 17, 2021 and on June 14, 2021. 

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 emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on July 16, 

2021, and should be accompanied by 

proof of service on the 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 emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

bdiehl@capitalsouthwest.com; 

msarner@capitalsouthwest.com. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel, at 

(202) 551–6908 or Lisa Reid Ragen, 

Branch Chief, at (202) 551–6825 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 121 / Monday, June 28, 2021 / Notices 34067 

1Capital Southwest was incorporated in Texas in 

1961. On March 30, 1988 Capital Southwest elected 

to be regulated as 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. 

2 ‘‘Prior Orders’’ refers to the exemptive order 

issued by the Commission on October 26, 2010 (see 

Capital Southwest Corporation, Investment 

Company Act Release Nos. 29450 (notice) 

(September 29, 2010) and 29491 (order) (October 

26, 2010)) and as amended by the exemptive order 

issued by the Commission on August 22, 2017 (see 

Capital Southwest Corporation, Investment 

Company Act Release Nos. 32742 (notice) (July 25, 

2017) and 32787 (order) (August 22, 2017)). 

3For purposes of calculating compliance with 

this limit, Capital Southwest counts as Restricted 

Stock all shares of its common stock that are issued 

pursuant to the 2021 Plan, less any shares that are 

forfeited back to Capital Southwest and cancelled 

as a result of forfeiture restrictions not lapsing. 

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. 

(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 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicant’s Representations 

1. The Company, a Texas corporation, 

is an internally managed, nondiversified, closed-end investment 

company that has elected to be 

regulated as a business development 

company (‘‘BDC’’) under the Act.1 The 

Company’s investment objective is to 

produce attractive risk-adjusted returns 

by generating current income from its 

debt investments and capital 

appreciation from its equity and equity 

related investments. 

2. Shares of the Company’s common 

stock are traded on the NASDAQ Global 

Select Market under the symbol 

‘‘CSWC.’’ As of March 31, 2021, there 

were 23,344,836 and 21,005,324 shares 

of the Company’s common stock issued 

and outstanding, respectively. As of 

March 31, 2021, the Company had an 

aggregate of 21 employees. 

3. The Company currently has a 

seven-member board of directors (the 

‘‘Board’’), of whom one is an ‘‘interested 

person’’ of the Company within the 

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

and six are not interested persons (the 

‘‘Non-interested Directors’’). The 

Company has six directors who are 

neither officers nor employees of the 

Company. 

4. The Company believes that its 

successful performance depends on its 

ability to offer fair compensation 

packages to its professionals that are 

competitive with those offered by other 

investment management businesses. 

The Company believes the highly 

specialized nature of its business, the 

competitiveness of its market and the 

small size of its employee base relative 

to its assets and revenue make such 

retentions even more critical for the 

Company, and that the ability to offer 

equity-based compensation to its 

professionals is vital to the Company’s 

future growth and success. 

5. The Commission previously issued 

certain exemptive orders (the ‘‘Prior 

Orders’’), which, among other things, (i) 

permit the Company to issue restricted 

shares of its common stock under the 

terms of the Company’s 2010 Restricted 

Stock Award Plan (the ‘‘2010 Plan’’) as 

part of the compensation packages for 

certain of its employees and certain 

employees of its wholly-owned 

subsidiaries, and (ii) allow the Company 

to withhold shares of the Company’s 

common stock or purchase shares of the 

Company’s common stock from the 

Participants (as defined in the 2010 

Plan) to satisfy tax withholding 

obligations relating to the vesting of 

Restricted Stock (as defined in the 2010 

Plan) pursuant to the 2010 Plan.2

6. The Company states that the right 

to grant restricted stock awards under 

the 2010 Plan will terminate on July 18, 

2021 and that in connection with the 

termination of the 2010 Plan, the Board 

approved the 2021 Plan as part of the 

compensation packages for certain of its 

employees, the terms of which are, in all 

material respects, identical to the 2010 

Plan. The Company states that the relief 

that Applicant is requesting under the 

Order would provide the same relief 

with respect to the 2021 Plan as 

previously provided by the Commission 

in the Prior Orders with respect to the 

2010 plan. The Order would supersede 

the Prior Orders, with the result that the 

Company will no longer rely on the 

Prior Orders if the Order is granted. 

7. The 2021 Plan will authorize the 

issuance of shares of Restricted Stock by 

the Company to certain of its 

employees. The Company states that the 

Restricted Stock will be subject to 

restrictions on transferability and other 

restrictions as required by the 

Compensation Committee of the Board, 

which will be comprised solely of ‘‘nonemployee directors’’ within the meaning 

of rule 16b–3 under the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’), each of whom also is not an 

‘‘interested person’’ of the Company 

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

the Act. The Company states that except 

to the extent restricted under the terms 

of the 2021 Plan, a Participant (as 

defined in the 2021 Plan) who is granted 

Restricted Stock will have all the rights 

of any other shareholder, including the 

right to vote the Restricted Stock and 

the right to receive dividends. The 

Company states that during the 

restriction period (i.e., prior to the lapse 

of the applicable forfeiture restrictions), 

the Restricted Stock generally may not 

be sold, transferred, pledged, 

hypothecated, margined or otherwise 

encumbered by the Participant. The 

Company states that except as the Board 

otherwise determines, upon termination 

of a Participant’s employment during 

the applicable restriction period, 

Restricted Stock for which forfeiture 

restrictions have not lapsed at the time 

of such termination shall be forfeited. 

8. The Company states that the value 

of Restricted Stock generally will be 

taxable to the recipient as ordinary 

income in the years in which the 

restrictions on the shares lapse and that 

such value will be the fair market value 

of the shares on the dates the 

restrictions lapse. The Company states 

that the 2021 Plan authorizes the 

Company to withhold common stock (in 

whole or in part) from any award of 

restricted shares granted at the time the 

Restricted Stock is taxed in satisfaction 

of a Participant’s tax obligations. 

9. The Company states that maximum 

amount of Restricted Stock that may be 

issued and outstanding will not at the 

time of issuance of any Restricted Stock 

exceed 10% of the Company’s 

outstanding voting securities.3 In 

addition, the Company states that no 

Participant may be granted more than 

25% of the shares reserved for issuance 

under the 2021 Plan. 

10. The Company states that each 

issuance of Restricted Stock under the 

2021 Plan will be approved by the 

required majority, as defined in section 

57(o) of the Act,4 of the Company’s 

directors on the basis that the issuance 

is in the best interests of the Company 

and its shareholders. The Company 

states that the date on which the 

required majority approves an issuance 

of Restricted Stock will be deemed the 

date on which the subject Restricted 

Stock is granted. 

11. The Company states that the 2021 

Plan was approved by the Board as a 

whole, including the required majority 

as defined in section 57(o) of the Act, on 


khammond on DSKJM1Z7X2PROD with NOTICES
34068 Federal Register / Vol. 86, No. 121 / Monday, June 28, 2021 / Notices 

5See 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. 8765 (Dec. 

22, 2006) (adopted as interim final rules with 

request for comments). 

March 26, 2021. The Company states 

that if the Commission issues the Order, 

the 2021 Plan will become effective 

upon receipt of the approval of the 

Company’s shareholders. 

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 2021 

Plan. 

2. Section 23(b) generally prohibits a 

registered closed-end management 

investment company from selling its 

common stock at a price below its 

current net asset value (‘‘NAV’’). Section 

63(2) makes section 23(b) applicable to 

BDCs unless certain conditions are met. 

Because Restricted Stock that would be 

granted under the 2021 Plan would not 

meet the terms of section 63(2), sections 

23(b) and 63 prohibit the issuance of the 

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 of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that the 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

4. The Company requests an order 

pursuant to section 6(c) of the Act 

granting an exemption from the 

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

section 63 of the Act. The Company 

states that the concerns underlying 

those sections 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 makes it 

difficult to determine the value of the 

company’s shares; and (c) dilution of 

shareholders’ equity in the investment 

company. The Company states that the 

2021 Plan does not raise concerns about 

preferential treatment of the Company’s 

insiders because the 2021 Plan is a bona 

fide compensation plan of the type 

common among corporations generally. 

In addition, section 61(a)(3)(B) of the 

Act permits a BDC to issue to its 

officers, directors and employees, 

pursuant to an executive compensation 

plan, warrants, options and rights to 

purchase the BDC’s voting securities, 

subject to certain requirements. The 

Company 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. The Company states, 

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 of the Act. The Company also 

asserts that the 2021 Plan would not 

become a means for insiders to obtain 

control of the Company because the 

number of shares of the Company 

issuable under the 2021 Plan would be 

limited as set forth in the application. 

5. The Company further states that the 

2021 Plan will not unduly complicate 

the Company’s structure because equitybased compensation arrangements are 

widely used among corporations and 

commonly known to investors. The 

Company notes that the 2021 Plan will 

be submitted to its shareholders for their 

approval. The Company represents that 

a concise, ‘‘plain English’’ description of 

the 2021 Plan, including its potential 

dilutive effect, will be provided in the 

proxy materials that will be submitted 

to the Company’s shareholders. The 

Company also states that it will comply 

with the proxy disclosure requirements 

in Item 10 of Schedule 14A under the 

Exchange Act. The Company further 

notes that the 2021 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. In 

addition, the Company will comply 

with the disclosure requirements for 

executive compensation plans 

applicable to BDCs.5 The Company thus 

concludes that the 2021 Plan will be 

adequately disclosed to investors and 

appropriately reflected in the market 

value of the Company’s shares. 

6. The Company acknowledges that, 

while awards granted under the 2021 

Plan would have a dilutive effect on the 

shareholders’ equity in the Company, 

that effect would be outweighed by the 

anticipated benefits of the 2021 Plan to 

the Company and its shareholders. The 

Company asserts that it needs the 

flexibility to provide the requested 

equity-based employee compensation in 

order to be able to compete effectively 

with other financial services firms for 

talented professionals. These 

professionals, the Company suggests, in 

turn are likely to increase the 

Company’s performance and 

shareholder value. The Company also 

asserts that equity-based compensation 

will help align the interests of the 

Company’s employees with those of its 

shareholders. In addition, the Company 

states that its shareholders will be 

further protected by the conditions to 

the requested order that assure 

continuing oversight of the operation of 

the 2021 Plan by the Company’s 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 17d–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 

relief pursuant to the rule, the 

Commission will consider (i) whether 

the participation of the company in a 

joint enterprise is consistent with the 

Act’s policies and purposes and (ii) the 

extent to which that participation is on 

a basis different from or less 

advantageous than that of other 

participants. 

8. The Company requests an order 

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

the Act and under rule 17d–1 to permit 

the Company to issue Restricted Stock 

under the 2021 Plan. The Company 

states that the 2021 Plan, although 

benefiting the Participants and The 

Company in different ways, is in the 

interests of the Company’s shareholders 

because the 2021 Plan will help align 

the interests of the Company’s 

employees and officers with those of its 

shareholders, which will encourage 

conduct on the part of those employees 

and officers designed to produce a better 

return for the Company’s shareholders. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 121 / Monday, June 28, 2021 / Notices 34069 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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 2021 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). Applicant submits 

that because all transactions with 

respect to the 2021 Plan will take place 

at the public market price for the 

Applicant’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 2021 Plan 

do not raise concerns about preferential 

treatment of Applicant’s insiders 

because the 2021 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. Applicant 

represents that all purchases may be 

made only as permitted by the 2021 

Plan, which will be approved by the 

Applicant’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 2021 Plan will be authorized 

by the Company’s shareholders. 

2. Each issuance of Restricted Stock to 

officers and employees will be approved 

by the required majority, as defined in 

section 57(o) of the Act, of the 

Company’s directors on the basis that 

such grant is in the best interests of the 

Company and its shareholders. 

3. The amount of voting securities 

that would result from the exercise of all 

of the Company’s outstanding warrants, 

options, and rights, together with any 

Restricted Stock issued and outstanding 

pursuant to the 2021 Plan and any other 

compensation plans of the Company, at 

the time of issuance shall not exceed 

25% of the outstanding voting securities 

of the Company, except that if the 

amount of voting securities that would 

result from the exercise of all of the 

Company’s outstanding warrants, 

options, and rights issued to the 

Company’s directors, officers, and 

employees, together with any Restricted 

Stock issued pursuant to the 2021 Plan 

and any other compensation plans of 

the Company, would exceed 15% of the 

outstanding voting securities of the 

Company, then the total amount of 

voting securities that would result from 

the exercise of all outstanding warrants, 

options, and rights, together with any 

Restricted Stock issued pursuant to the 

2021 Plan and any other compensation 

plans of the Company, at the time of 

issuance shall not exceed 20% of the 

outstanding voting securities of the 

Company. 

4. The amount of Restricted Stock 

issued and outstanding will not at the 

time of issuance of any Restricted Stock 

exceed 10% of the Company’s 

outstanding voting securities. 

5. The Board will review the 2021 

Plan at least annually. In addition, the 

Board will review periodically the 

potential impact that the issuance of 

Restricted Stock under the 2021 Plan 

could have on the Company’s earnings 

and NAV per share, such review to take 

place prior to any decisions to grant 

Restricted Stock under the 2021 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 2021 Plan will be in the 

best interests of the Company’s 

shareholders. This authority will 

include the authority to prevent or limit 

the granting of additional Restricted 

Stock under the 2021 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. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13664 Filed 6–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34 –92222; File No. SR–IEX– 

2021–09] 

Self-Regulatory Organizations: 

Investors Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Provide 

Temporary Remote Inspection Relief to 

IEX Members for Calendar Year 2021 

June 22, 2021. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on June 11, 

2021, the Investors Exchange LLC 

(‘‘IEX’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 


khammond on DSKJM1Z7X2PROD with NOTICES