6322 Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 

1Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the 

purpose of making investments in securities 

described in sections 55(a)(1) through 55(a)(3) of the 

Act and makes available significant managerial 

assistance with respect to the issuers of such 

securities. 

2Applicant also conducts business through its 

asset-based lending division, Medallion Business 

Credit, an originator of loans to small businesses for 

the purpose of financing inventory and receivables. 

3The Eligible Directors receive a $39,655 per year 

retainer payment, $3,965 for each Board meeting 

attended, $1,130 for each telephonic Board meeting, 

from $1,700 to $3,965 for each committee meeting 

attended, and reimbursement for related expenses. 

4Applicant previously obtained similar relief for 

its Amended and Restated 1996 Non-Employee 

Director Stock Option Plan (the ‘‘1996 Director 

Plan’’), the 2006 Non-Employee Director Stock 

Option Plan (the ‘‘2006 Director Plan’’), and the 

First Amended and Restated 2006 Non-Employee 

Director Stock Option Plan (the ‘‘2006 Amended 

Director Plan’’). 

(b) compliance with the collateral 

requirements as set forth in the 

application; 

(c) compliance with the percentage 

limitations on interfund borrowing and 

lending; 

(d) allocation of interfund borrowing 

and lending demand in an equitable 

manner and in accordance with 

procedures established by the Board; 

and 

(e) that the Interfund Loan Rate does 

not exceed the interest rate on any third 

party borrowings of a borrowing Fund at 

the time of the Interfund Loan. 

Additionally, each Fund’s 

independent public accountants, in 

connection with their audit examination 

of the Fund, will review the operation 

of the Interfund Lending Program for 

compliance with the conditions of the 

application and their review will form 

the basis, in part, of the auditor’s report 

on internal accounting controls in Form 

N–SAR. 

18. No Fund will participate in the 

Interfund Lending Program, upon 

receipt of requisite regulatory approval, 

unless it has fully disclosed in its 

registration statement on Form N–1A (or 

any successor form adopted by the 

Commission) all material facts about its 

intended participation. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02199 Filed 2–4–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31977; 812–14458] 

Medallion Financial Corp.; Notice of 

Application 

February 1, 2016. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 61(a)(3)(B) of the 

Investment Company Act of 1940 (the 

‘‘Act’’). 

SUMMARY OF APPLICATION: Applicant, 

Medallion Financial Corp., requests an 

order approving a proposal to grant 

certain stock options to directors who 

are not also employees or officers of 

Applicant (the ‘‘Eligible Directors’’) 

under its 2015 Non-Employee Director 

Stock Option Plan (the ‘‘Director Plan’’). 

FILING DATES: The application was filed 

on May 12, 2015, and amended on 

September 25, 2015 and January 14, 

2016. 

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 

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 February 26, 2016, and 

should be accompanied by proof of 

service on Applicant, 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; 

Applicant, 437 Madison Avenue, 38th 

Floor, New York, New York 10022. 

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 Chief 

Counsel). 

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 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, a Delaware corporation, 

is a business development company 

(‘‘BDC’’) within the meaning of section 

2(a)(48) of the Act.1 Applicant is a 

specialty finance company that has a 

leading position in originating, 

acquiring and servicing loans that 

finance taxicab medallions and various 

types of commercial businesses. 

Applicant operates its businesses 

through four wholly-owned 

subsidiaries, Medallion Funding LLC, 

Medallion Capital, Inc., Freshstart 

Venture Capital Corp., and Medallion 

Bank.2 Applicant is managed by its 

executive officers under the supervision 

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

Applicant’s investment decisions are 

made by its executive officers under 

authority delegated by the Board. 

Applicant does not have an external 

investment adviser within the meaning 

of section 2(a)(20) of the Act. 

Applicant’s common stock is listed on 

the NASDAQ Global Select Market. 

2. Applicant requests an order under 

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

its proposal to grant certain stock 

options under the Director Plan to its 

Eligible Directors.3 Applicant has an 

eight member Board, six of whom are 

Eligible Directors. Five of the six 

Eligible Directors on the Board are not 

‘‘interested persons’’ (as defined in 

section 2(a)(19) of the Act) of Applicant. 

The Board approved the Director Plan at 

a meeting held on March 12, 2015, and 

Applicant’s stockholders approved the 

Director Plan at the annual meeting of 

stockholders held on June 5, 2015. The 

Director Plan will become effective on 

the date on which the Commission 

issues an order on the application (the 

‘‘Order Date’’).4

3. Applicant’s Eligible Directors 

currently are eligible to receive stock 

options under the 2006 Amended 

Director Plan and will be eligible to 

receive options under the Director Plan 

on the Order Date. Under the Director 

Plan, a maximum of 300,000 shares of 

Applicant’s common stock, in the 

aggregate, may be issued to Eligible 

Directors and there is no limit on the 

number of shares of Applicant’s 

common stock that may be issued to any 

one Eligible Director. The Director Plan 

provides for automatic grants of stock 

options to Eligible Directors. At each 

annual meeting of Applicant’s 

stockholders after the Order Date, each 

Eligible Director elected or re-elected at 

such meeting to a three-year term will 

automatically be granted an option to 

purchase 12,000 shares of Applicant’s 

common stock. Upon the election, 

reelection or appointment of an Eligible 

Director to the Board other than at the 

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Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 6323 

5The 2009 Restricted Stock Plan provides for the 

periodic grant of shares of restricted stock (i.e., 

stock that, at the time of issuance, is subject to 

certain forfeiture restrictions and thus is restricted 

as to its transferability until such forfeiture 

restrictions have lapsed) to employees. On February 

13, 2015 the Board approved the 2015 Employee 

Restricted Stock Plan (the ‘‘2015 Restricted Stock 

Plan’’), providing for the periodic grants of shares 

of restricted stock for its employees, which will 

become effective when approved by both 

Applicant’s stockholders and the Commission. 

6Under the 2009 Restricted Stock Plan, 800,000 

shares were initially reserved for issuance, but as 

of June 11, 2015, no future issuances of grants are 

permitted under the 2009 Restricted Stock Plan. 

7No options remain issued, issuable or 

exercisable under the 1996 Director Plan or the 

2006 Director Plan. 

annual stockholders’ meeting, that 

Eligible Director will be granted an 

option to purchase that number of 

shares of common stock determined by 

multiplying 12,000 by a fraction, the 

numerator of which is equal to the 

number of whole months remaining in 

the new director’s term and the 

denominator of which is 36. The 

options granted under the Director Plan 

will vest and become exercisable with 

respect to one-third of the number of 

shares covered by such option on each 

of the first three anniversaries of the 

date of the grant. 

4. Under the terms of the Director 

Plan, the exercise price of an option will 

be the ‘‘Fair Market Value’’ of 

Applicant’s common stock, which is the 

closing price of the common stock as 

reported in the Wall Street Journal, 

Northeast Edition, as quoted on the 

NASDAQ Global Select Market on the 

date of grant, or if no such market value 

exists, the fair market value of a share 

of common stock as determined by the 

Board pursuant to a reasonable method 

adopted in good faith for such purpose. 

Options granted under the Director Plan 

will expire ten years from the date of 

grant and may not be transferred other 

than by will or the laws of descent and 

distribution. Any Eligible Director 

holding exercisable options under the 

Director Plan who ceases to be an 

Eligible Director for any reason, other 

than permanent disability, death or 

removal for cause, may exercise the 

rights the director had under the options 

on the date the director ceased to be an 

Eligible Director for a period of up to 

three months following that date. No 

additional options held by the director 

will become exercisable after the three 

month period. In the event of removal 

of an Eligible Director for cause, all 

outstanding options held by such 

director shall terminate as of the date of 

the director’s removal. Upon the 

permanent disability or death of an 

Eligible Director, those entitled to do so 

under the director’s will or the laws of 

descent and distribution will have the 

right, at any time within twelve months 

after the date of permanent disability or 

death, to exercise in whole or in part 

any rights which were available to the 

director at the time of the director’s 

permanent disability or death. 

5. Applicant’s officers and employees, 

including employee directors, are 

currently eligible to receive options 

under Applicant’s Amended and 

Restated 2006 Employee Stock Option 

Plan (the ‘‘2006 Employee Plan’’), which 

replaced the Amended and Restated 

1996 Stock Option Plan (the ‘‘1996 

Employee Plan’’), which expired on 

May 21, 2006. Applicant’s employees 

are also eligible to receive grants of 

restricted stock under its 2009 

Employee Restricted Stock Plan (the 

‘‘2009 Restricted Stock Plan’’).5 Eligible 

Directors are not eligible to receive 

restricted stock under the 2009 

Restricted Stock Plan or stock options 

under the 2006 Employee Plan and are 

only eligible to receive stock options 

under the 2006 Amended Director Plan 

currently and under the Director Plan 

on the Order Date. 

6. Under the Director Plan, the 2015 

Restricted Stock Plan, the 2009 

Restricted Stock Plan, the 2006 

Amended Director Plan and the 2006 

Employee Plan, an aggregate of 

2,545,909 shares of Applicant’s common 

stock have been reserved for issuance to 

Applicant’s directors, officers and 

employees (300,000 shares are reserved 

for issuance under the Director Plan, 

700,000 shares are reserved for issuance 

under the 2015 Restricted Stock Plan, 

545,909 shares are reserved for issuance 

under the 2009 Restricted Stock Plan,6

200,000 shares are reserved for issuance 

under the 2006 Amended Director Plan, 

and 800,000 shares are reserved for 

issuance under the 2006 Employee 

Plan). Applicant has no restricted stock, 

warrants, options or rights to purchase 

its outstanding voting securities other 

than those granted or to be granted to its 

directors, officers and employees 

pursuant to the 2015 Restricted Stock 

Plan, the 2009 Restricted Stock Plan, the 

Director Plan, the 2006 Amended 

Director Plan, the 2006 Employee Plan 

and the 1996 Employee Plan.7

7. The amount of voting securities of 

Applicant that would, on the Order 

Date, result from the grant of all 

restricted stock issued or issuable under 

the 2009 Restricted Stock Plan and 2015 

Restricted Stock Plan is 1,245,909 

shares; from the exercise of all options 

issued or issuable to Applicant’s 

directors under the Director Plan is 

300,000 shares; from the exercise of all 

options issued or issuable to Applicant’s 

directors under the 2006 Amended 

Director Plan is 153,000 shares; from the 

exercise of all options issued or issuable 

to Applicant’s officers and employees 

under the 2006 Employee Plan is 

422,520 shares; and from the exercise of 

all options issued or issuable to 

Applicant’s officers and employees 

under the 1996 Employee Plan is 58,442 

shares, which totals approximately 

5.12%, 1.23%, 0.63%, 1.74%, and 

0.24%, respectively, of the 24,346,693 

shares of Applicant’s common stock 

outstanding on December 31, 2015. This 

totals 2,179,871 shares in the aggregate, 

or approximately 8.95% of the 

24,346,693 shares of Applicant’s 

common stock outstanding on December 

31, 2015. 

Applicant’s Legal Analysis 

1. Section 63(3) of the Act permits a 

BDC to sell its common stock at a price 

below current net asset value upon the 

exercise of any option issued in 

accordance with section 61(a)(3). 

Section 61(a)(3)(B) of the Act provides, 

in pertinent part, that a BDC may issue 

to its non-employee directors options to 

purchase its voting securities pursuant 

to an executive compensation plan, 

provided that: (a) The options expire by 

their terms within ten years; (b) the 

exercise price of the options is not less 

than the current market value of the 

underlying securities at the date of the 

issuance of the options, or if no market 

exists, the current net asset value of the 

voting securities; (c) the proposal to 

issue the options is authorized by the 

BDC’s shareholders, and is approved by 

order of the Commission upon 

application; (d) the options are not 

transferable except for disposition by 

gift, will or intestacy; (e) no investment 

adviser of the BDC receives any 

compensation described in section 

205(a)(1) of the Investment Advisers Act 

of 1940, except to the extent permitted 

by paragraph (b)(1) or (b)(2) of that 

section; and (f) the BDC does not have 

a profit-sharing plan as described in 

section 57(n) of the Act. 

2. In addition, section 61(a)(3) 

provides that the amount of the BDC’s 

voting securities that would result from 

the exercise of all outstanding warrants, 

options, and rights at the time of 

issuance may not exceed 25% of the 

BDC’s outstanding voting securities, 

except that if the amount of voting 

securities that would result from the 

exercise of all outstanding warrants, 

options, and rights issued to the BDC’s 

directors, officers, and employees 

pursuant to any executive compensation 

plan would exceed 15% of the BDC’s 

outstanding voting securities, then the 

total amount of voting securities that 

would result from the exercise of all 

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6324 Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 

outstanding warrants, options, and 

rights at the time of issuance will not 

exceed 20% of the outstanding voting 

securities of the BDC. 

3. Applicant represents that its 

proposal to grant certain stock options 

to Eligible Directors under the Director 

Plan meets all the requirements of 

section 61(a)(3) of the Act. Applicant 

states that the Board is actively involved 

in the oversight of Applicant’s affairs 

and that it relies extensively on the 

judgment and experience of its Board. In 

addition to their duties as Board 

members generally, Applicant states 

that the Eligible Directors provide 

guidance and advice on financial and 

operational issues, credit and loan 

policies, asset valuation and strategic 

direction, as well as serving on 

committees. Applicant believes that the 

availability of options under the 

Director Plan will provide significant atrisk incentives to Eligible Directors to 

remain on the Board and devote their 

best efforts to ensure Applicant’s 

success. Applicant states that the 

options will provide a means for the 

Eligible Directors to increase their 

ownership interests in Applicant, 

thereby ensuring close alignment of 

their interests with those of Applicant 

and its stockholders. Applicant asserts 

that by providing incentives such as 

options, Applicant will be better able to 

maintain continuity in the Board’s 

membership and to attract and retain 

the highly experienced, successful and 

motivated business and professional 

people who are critical to Applicant’s 

success as a BDC. 

4. As noted above, Applicant states 

that the amount of voting securities that 

would on the Order Date result from the 

grant of all restricted stock issued or 

issuable under the 2009 Restricted Stock 

Plan and 2015 Restricted Stock Plan and 

the exercise of all outstanding options 

issued or issuable to the directors, 

officers, and employees under the 

Director Plan, 2006 Amended Director 

Plan, the 2006 Employee Plan and the 

1996 Employee Plan would be 2,179,871 

shares of Applicant’s common stock, or 

approximately 8.95% of Applicant’s 

shares of common stock outstanding on 

December 31, 2015, which is below the 

percentage limitations in the Act. 

Applicant asserts that, given the 

relatively small amount of common 

stock issuable to Eligible Directors upon 

their exercise of options under the 

Director Plan, the exercise of such 

options would not, absent extraordinary 

circumstances, have a substantial 

dilutive effect on the net asset value of 

Applicant’s common stock. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02222 Filed 2–4–16; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 9435] 

Advisory Committee on Private 

International Law: Public Meeting on 

Online Dispute Resolution 

The Office of the Assistant Legal 

Adviser for Private International Law, 

Department of State, hereby gives notice 

that the Online Dispute Resolution 

(ODR) Study Group of the Advisory 

Committee on Private International Law 

(ACPIL) will hold a public meeting. The 

ACPIL ODR Study Group will meet to 

discuss the next session of the 

UNCITRAL Online Dispute Resolution 

(ODR) Working Group, scheduled for 

February 29 to March 4 in New York. 

This is not a meeting of the full 

Advisory Committee. 

At the July 2015 plenary session of 

UNCITRAL, the ODR Working Group 

was instructed ‘‘to continue its work 

towards elaborating a non-binding 

descriptive document reflecting 

elements of an ODR process, on which 

elements the Working Group had 

previously reached consensus, 

excluding the question of the final stage 

of the ODR process (arbitration/nonarbitration).’’ Report of the United 

Nations Commission on International 

Trade Law, 48th Session (29 June–16 

July 2015), A/70/17, para. 352. At its 

November 2015 session, the Working 

Group based its deliberations on a 

proposal for Technical Notes on Online 

Dispute Resolution submitted by 

Colombia and the United States. A/ 

CN.9/WG.III/XXXII/CRP.3. The proposal 

by Colombia and the United States, as 

well as the documents for the upcoming 

session of the Working Group are 

available at the following link: http:// 

www.uncitral.org/uncitral/commission/

working_groups/3Online_Dispute_

Resolution.html. The reports of the 

earlier sessions of the Working Group 

are available at the same link. 

Time and Place: The meeting of the 

ACPIL ODR Study Group will take place 

on Friday February 23 from 10 a.m. to 

12 noon EST at 2430 E Street NW., 

South Building (SA 4S) (Navy Hill), 

Room 240. Participants should arrive at 

Navy Hill before 9:45 a.m. for visitor 

screening. Participants will be met at 

the Navy Hill gate at 23rd and D Streets 

NW., and will be escorted to the South 

Building. Persons arriving later will 

need to make arrangements for entry 

using the contact information provided 

below. If you are unable to attend the 

public meeting and would like to 

participate from a remote location, 

teleconferencing will be available. 

Public Participation: This meeting is 

open to the public, subject to the 

capacity of the meeting room. Access to 

the building is strictly controlled. For 

pre-clearance purposes, those planning 

to attend should email pil@state.gov 

providing full name, address, date of 

birth, citizenship, driver’s license or 

passport number, and email address. 

This information will greatly facilitate 

entry into the building. A member of the 

public needing reasonable 

accommodation should email 

pil@state.gov not later than February 12. 

Requests made after that date will be 

considered, but might not be able to be 

fulfilled. If you would like to participate 

by telephone, please email pil@state.gov 

to obtain the call-in number and other 

information. 

Data from the public is requested 

pursuant to Public Law 99–399 

(Omnibus Diplomatic Security and 

Antiterrorism Act of 1986), as amended; 

Public Law 107–56 (USA PATRIOT 

Act); and E.O. 13356. The purpose of 

the collection is to validate the identity 

of individuals who enter Department 

facilities. 

The data will be entered into the 

Visitor Access Control System (VACS– 

D) database. Please see the Security 

Records System of Records Notice 

(State-36) at https://foia.state.gov/_docs/ 

SORN/State-36.pdf for additional 

information. 

Dated: January 28, 2016. 

Michael J. Dennis, 

Attorney-Adviser, Office of Private 

International Law, Office of the Legal Adviser, 

U.S. Department of State. 

[FR Doc. 2016–02304 Filed 2–4–16; 8:45 am] 

BILLING CODE 4710–08–P 

DEPARTMENT OF STATE 

[Public Notice: 9434] 

60-Day Notice of Proposed Information 

Collection: Office of Language 

Services Contractor Application 

ACTION: Notice of request for public 

comment. 

SUMMARY: The Department of State is 

seeking Office of Management and 

Budget (OMB) approval for the 

information collection described below. 

In accordance with the Paperwork 

mstockstill on DSK4VPTVN1PROD with NOTICES