55564 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

FORM SH INFORMATION TABLE—PAGE 6 

SATURDAY–SUNDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

[FR Doc. E8–22509 Filed 9–24–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28383; 812–13355] 

Triangle Capital Corporation, et al.; 

Notice of Application 

September 19, 2008. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under sections 6(c), 12(d)(1)(J), 

and 57(c) of the Investment Company 

Act of 1940 (‘‘Act’’) granting exemptions 

from sections 12(d)(1)(A) and (C), 18(a), 

21(b), 57(a)(1)–(a)(3), and 61(a) of the 

Act; under section 57(i) of the Act and 

rule 17d–1 under the Act to permit 

certain joint transactions otherwise 

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

and under section 12(h) of the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

granting an exemption from section 

13(a) of the Exchange Act. 

SUMMARY OF APPLICATION: Applicants, 

Triangle Capital Corporation 

(‘‘Triangle’’), Triangle Mezzanine Fund, 

LLLP (‘‘Triangle SBIC’’), and New 

Triangle GP, LLC (‘‘General Partner’’), 

request an order permitting a business 

development company (‘‘BDC’’) and its 

wholly-owned small business 

investment company (‘‘SBIC’’) 

subsidiary to (1) engage in certain 

transactions that otherwise would be 

permitted if the BDC and its SBIC 

subsidiary were one company, (2) 

adhere to a modified asset coverage 

requirement, and (3) file certain reports 

on a consolidated basis. 

FILING DATES: The application was filed 

on January 3, 2007 and amended on 

November 5, 2007, and September 16, 

2008. 

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 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5.30 pm on October 10, 2008, 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 

Street, NE., Washington, DC 20549– 

1090. Applicants, c/o Garland S. Tucker 

III, Triangle Capital Corporation, 3700 

Glenwood Avenue, Suite 530, Raleigh, 

NC 27612. 

FOR FURTHER INFORMATION CONTACT: 

Courtney S. Thornton, Senior Counsel, 

at (202) 551–6812, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

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Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55565 

1Section 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. 

100 F Street, NE., Washington, DC 

20549–0102 (tel. 202–551–5850). 

Applicants’ Representations 

1. Triangle, a Maryland corporation 

organized in October 2006, is an 

internally managed, non-diversified, 

closed-end investment company that 

has elected to be regulated as a BDC 

under the Act.1 In addition, Triangle 

will elect to be treated for tax purposes 

as a regulated investment company 

(‘‘RIC’’) as defined under Subchapter M 

of the Internal Revenue Code of 1986, as 

amended. Triangle operates as a 

specialty finance company that provides 

customized financing solutions to lower 

middle market companies that have 

annual revenues between $10 and $100 

million. Triangle’s investment objective 

is to seek attractive returns by 

generating current income from debt 

investments and capital appreciation 

from equity related investments. 

2. Triangle has a seven member board 

of directors (‘‘Board’’), four of whom are 

not ‘‘interested persons’’ of Triangle 

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

the Act. Triangle is internally managed 

by its executive officers under the 

supervision of the Board. As a result, 

Triangle does not pay external 

investment advisory fees, but instead 

incurs operating costs associated with 

employing investment and portfolio 

management professionals. 

3. Triangle SBIC, a North Carolina 

limited liability limited partnership, is 

an SBIC licensed by the Small Business 

Administration (‘‘SBA’’) to operate 

under the Small Business Investment 

Act of 1958. Triangle SBIC filed a 

registration statement on Form N–5 with 

the Commission and has elected to be 

regulated as a BDC under the Act. 

Triangle SBIC has the same investment 

objectives and strategies as Triangle. 

Triangle owns a 99.9 percent limited 

partnership interest in Triangle SBIC, 

and the General Partner, a whollyowned subsidiary of Triangle, owns a 

0.1 percent general partnership interest 

in Triangle SBIC. Triangle SBIC, 

therefore, is functionally a 100 percent 

owned subsidiary of Triangle, because 

Triangle and the General Partner own 

all of the equity and voting interest in 

Triangle SBIC. Triangle SBIC is 

consolidated with Triangle for financial 

reporting purposes. Triangle SBIC has a 

Board consisting of four persons who 

are not interested persons of Triangle 

SBIC within the meaning of section 

2(a)(19) of the Act and three persons 

who are interested persons of Triangle 

SBIC. 

4. All investments for Triangle SBIC 

are approved by the investment 

committee of Triangle SBIC, which is a 

committee of Triangle SBIC and is 

subject to approval by the SBA. In 

addition, Triangle and Triangle SBIC 

have entered into a management 

services agreement whereby Triangle 

provides management services to 

Triangle SBIC, including prospective 

investment identification, due diligence 

and analytical services, preparation of 

reports, research and economic/ 

statistical data relating to potential and 

existing investments for use by the 

Triangle SBIC Board in overseeing the 

Triangle SBIC investment portfolio, 

monitoring of existing investments, 

including enforcement of rights under 

operative agreements, bookkeeping, 

accounting and other administrative 

services, preparation of financial reports 

and tax returns, preparation of reports 

filed with the SBA, provision of office 

space and clerical staff, and 

maintenance of relationships with 

professionals retained by Triangle SBIC. 

5. The General Partner is a limited 

liability company organized under the 

laws of the state of North Carolina. The 

General Partner has irrevocably 

delegated its authority to manage the 

business and affairs of Triangle SBIC to 

the Triangle SBIC Board. As a 

consequence, the General Partner’s only 

role is to perform certain ministerial 

functions that result from decisions 

made by the Triangle SBIC Board. 

Applicants’ Legal Analysis 

1. Applicants request an order under 

sections 6(c), 12(d)(1)(J), 57(c) and 57(i) 

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

granting exemptions from sections 

12(d)(1), 18(a), 21(b), 57(a)(1), 57(a)(2), 

57(a)(3), 57(a)(4) and 61(a) of the Act to 

permit Triangle and Triangle SBIC to 

engage in certain transactions that 

otherwise would be permitted if 

Triangle and Triangle SBIC were one 

company and to permit Triangle to 

adhere to a modified asset coverage 

requirement. Applicants also request an 

exemption under section 12(h) of the 

Exchange Act for an exemption from 

section 13(a) of the Exchange Act. 

2. Section 12(d)(1)(A) of the Act, 

made applicable to BDCs by section 60 

of the Act, limits the amount of 

securities a registered investment 

company or BDC may hold of other 

investment companies. Section 

12(d)(1)(C) of the Act limits the amount 

of securities of a closed-end investment 

company that may be acquired by an 

investment company. Rule 60a–1 

exempts a BDC’s acquisition of the 

securities of a wholly-owned SBIC 

subsidiary from sections 12(d)(1)(A) and 

(C). Accordingly, the transfer of assets 

from Triangle to Triangle SBIC will be 

exempt from the provisions of sections 

12(d)(1)(A) and 12(d)(1)(C) by virtue of 

rule 60a–1. However, any loans or 

advances by Triangle SBIC to Triangle 

might be deemed to violate section 

12(d)(1) if the loans or advances are 

construed as purchases by Triangle 

SBIC of the securities of Triangle. 

3. Applicants request an exemption 

under section 12(d)(1)(J) from section 

12(d)(1) to permit the acquisition by 

Triangle SBIC of any securities of 

Triangle representing indebtedness. 

Section 12(d)(1)(J) of the Act provides 

that the Commission may exempt 

persons or transactions from any 

provision of section 12(d)(1) if and to 

the extent such exception is consistent 

with the public interest and the 

protection of investors. Applicants state 

that the requested relief meets this 

standard because Triangle SBIC’s 

wholly-owned subsidiary status and 

consolidated financial reporting with 

Triangle will both eliminate the 

possibility of overreaching and prevent 

confusion as to the financial status of 

Triangle to Triangle’s stockholders, who 

are the investors that the Act is intended 

to protect. 

4. Section 18(a) prohibits a registered 

close-end investment company from 

issuing any class of senior security or 

selling any such security of which it is 

the issuer unless the company complies 

with the asset coverage requirements set 

forth in that section. Section 61(a) of the 

Act makes section 18 applicable to 

BDCs, with certain modifications. 

Section 18(k) exempts an investment 

company operating as an SBIC from the 

asset coverage requirements of section 

18(a)(1)(A) and (B) (with respect to 

senior securities representing 

indebtedness). 

5. Applicants state that a question 

exists as to whether Triangle must 

comply with the asset coverage 

requirements of section 18(a) on a 

consolidated basis because Triangle may 

be deemed to be an indirect issuer of 

senior securities issued by Triangle 

SBIC. For Triangle to comply with these 

asset coverage requirements would 

mean that, with certain exceptions, 

Triangle would treat as its own all assets 

held directly by Triangle and Triangle 

SBIC and any liabilities of Triangle 

SBIC, including liabilities of Triangle 

SBIC with respect to senior securities as 

to which Triangle SBIC is exempt from 

the asset coverage requirements of 

section 18(a)(1)(A) and (B) by virtue of 

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55566 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

section 18(k). Accordingly, applicants 

request relief under section 6(c) of the 

Act from sections 18(a) and 61(a) of the 

Act to permit Triangle to exclude from 

its consolidated asset coverage ratio any 

senior security representing 

indebtedness that is issued by Triangle 

SBIC. 

6. Section 6(c) of the Act, in relevant 

part, permits the Commission to exempt 

any transaction or class of transactions 

from any provision of the Act if, and to 

the extent that, such 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. Applicants state 

that, without the requested relief from 

sections 18(a) and 61(a), the ability of 

Triangle SBIC to obtain the kind of 

financing that would be available to 

Triangle if it were to conduct the SBIC 

operations itself would be restricted. 

Moreover, the exclusion by Triangle 

from its consolidated asset coverage 

ratio of any senior security representing 

indebtedness that is issued by Triangle 

SBIC would not harm the public interest 

because the SBA regulates the capital 

structure of Triangle SBIC. 

7. Sections 57(a)(1) and (2) of the Act 

generally prohibit, with certain 

exceptions, sales or purchases of any 

security or other property between BDCs 

and certain of their affiliates as 

described in section 57(b) of the Act. 

Section 57(b) includes a person, directly 

or indirectly, either controlling, 

controlled by or under common control 

with the BDC. Applicants state that 

Triangle directly owns all of the limited 

partnership interests in Triangle SBIC 

and indirectly owns all of the general 

partnership interests in Triangle SBIC 

through its 100% ownership of the 

General Partner. Accordingly, Triangle 

and Triangle SBIC are related to each 

other in the manner set forth in section 

57(b). 

8. Applicants state that there may be 

circumstances when it is in the interests 

of Triangle and its stockholders that 

Triangle SBIC invest in securities of an 

issuer that may be deemed to be a 

controlled affiliate of Triangle or that 

Triangle invest in securities of an issuer 

that may be deemed to be a controlled 

affiliate of Triangle SBIC. Applicants 

therefore request an exemption from 

sections 57(a)(1) and 57(a)(2) of the Act 

to permit any transaction solely between 

Triangle and Triangle SBIC with respect 

to the purchase or sale of securities or 

other property. Applicants also seek an 

exemption from these provisions to 

allow any transaction involving Triangle 

and/or Triangle SBIC and portfolio 

affiliates of either or both of Triangle 

and/or Triangle SBIC. Applicants state 

that the requested relief is intended only 

to permit Triangle and Triangle SBIC to 

do that which they otherwise would be 

permitted to do if they were one 

company. 

9. Section 57(c) provides that the 

Commission will exempt a proposed 

transaction from the provisions of 

section 57(a)(1), (2), and (3) of the Act 

if the terms of the proposed transaction, 

including the consideration to be paid 

or received, are reasonable and fair and 

do not involve overreaching of any 

person concerned, and the proposed 

transaction is consistent with the policy 

of the BDC concerned and the general 

purposes of the Act. 

10. Applicants submit that the 

requested relief from section 57(a)(1) 

and (2) meets this standard. Applicants 

represent that the proposed operation of 

Triangle and Triangle SBIC as one 

company will enhance the efficient 

operations of both companies and allow 

them to deal with portfolio companies 

as if Triangle and Triangle SBIC were 

one company. Applicants contend that 

the terms of the proposed transactions 

are reasonable and fair and do not 

involve overreaching of Triangle or its 

stockholders by any person, and that the 

requested order would permit 

applicants to carry out more effectively 

their purposes and objectives of 

investing primarily in small business 

concerns. Applicants also state that 

since Triangle SBIC will be a whollyowned subsidiary of Triangle and no 

officers or directors of Triangle or 

Triangle SBIC (or any controlling 

persons or other ‘‘upstream affiliates’’ of 

Triangle) will have any prohibited 

financial interest in the transactions 

described, there can be no overreaching 

on the part of any persons in 

transactions solely between Triangle 

and Triangle SBIC. Finally, applicants 

note that the proposed transactions are 

consistent with the policy of Triangle 

and Triangle SBIC as specified in filings 

with the Commission and reports to 

stockholders, as well as consistent with 

the policies and provisions of the Act. 

11. Section 57(a)(3) of the Act makes 

it unlawful for certain affiliated persons 

of a BDC, and certain affiliated persons 

of those persons, to borrow money or 

other property from such BDC or from 

any company controlled by the BDC, 

except as permitted by section 21(b) or 

section 62. Section 21(b) of the Act 

(made applicable to BDCs by section 62) 

provides that it shall be unlawful for a 

BDC to lend any money or property, 

directly or indirectly, to any person that 

controls or is under common control 

with the BDC, except for loans to any 

company that owns all of the 

outstanding securities of the BDC (other 

than directors’ qualifying shares). 

12. Triangle is an affiliated person of 

Triangle SBIC by reason of its direct 

ownership of all of the limited 

partnership interests in Triangle SBIC 

and its indirect ownership of all of the 

general partnership interests in Triangle 

SBIC through its 100% ownership of the 

General Partner. Triangle does not 

directly own all of the outstanding 

securities of Triangle SBIC because the 

General Partner holds a 0.1 percent 

general partnership interest in Triangle 

SBIC and Triangle SBIC has issued SBAguaranteed debentures and, in the 

future, may have other outstanding 

securities in the form of indebtedness 

not owned by Triangle. Triangle SBIC is 

an affiliated person of Triangle because 

it is deemed to be under the control of 

Triangle. 

13. Applicants state that there may be 

instances when it would be in the best 

interests of Triangle and its stockholders 

for Triangle to make loans to Triangle 

SBIC or for Triangle SBIC to make loans 

to Triangle. Applicants note that, in the 

case of loans from Triangle SBIC to 

Triangle, the loans would be prohibited 

by section 21(b) and section 57(a)(3) 

because the borrower controls the 

lender and the lender may have 

outstanding securities not owned by the 

borrower. Accordingly, applicants 

request an order under section 6(c) to 

exempt the lending of money or other 

property by Triangle SBIC to Triangle 

and by Triangle to Triangle SBIC from 

the provisions of section 21(b). 

Applicants argue that because these 

transactions are solely between Triangle 

and Triangle SBIC, its wholly-owned 

subsidiary, they will have no 

substantive economic effect and there 

will be no basis for overreaching or 

harm to the public interest. Applicants 

also request an order under section 57(c) 

to exempt the borrowing of money or 

property by Triangle from Triangle SBIC 

from the provisions of section 57(a)(3). 

Applicants submit that the requested 

relief meets the standards of section 

57(c). 

14. Section 17(d) of the Act and rule 

17d–1 under the Act (made applicable 

to BDCs by section 57(i)) prohibit 

affiliated persons of a registered 

investment company, or an affiliated 

person of such person, acting as 

principal, from participating in any joint 

transaction or arrangement in which the 

registered company or a company it 

controls is a participant, unless the 

Commission has issued an order 

authorizing the arrangement. Section 

57(a)(4) of the Act imposes substantially 

the same prohibitions on joint 

transactions involving any BDC and an 

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Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55567 

affiliated person of such BDC, or an 

affiliated person of such affiliated 

person, as specified in section 57(b) of 

the Act. Section 57(i) of the Act 

provides that rules and regulations 

under section 17(d) of the Act will 

apply to transactions subject to section 

57(a)(4) in the absence of rules under 

that section. The Commission has not 

adopted rules under section 57(a)(4) 

with respect to joint transactions and, 

accordingly, the standards set forth in 

rule 17d-1 govern applicants’ request for 

relief. 

15. Applicants request relief under 

section 57(i) and rule 17d–1 to permit 

any transaction solely between Triangle 

and Triangle SBIC with respect to any 

transfer of assets to Triangle SBIC or 

operations thereafter, and any 

transaction involving investments by 

Triangle or Triangle SBIC in portfolio 

companies in which either is or is 

proposed to become an investor, but 

only to the extent that the transaction 

would not be prohibited if Triangle 

SBIC were deemed to be part of 

Triangle. 

16. In determining whether to grant 

an order under section 57(i) and rule 

17d–1, the Commission considers 

whether the participation of the BDC 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. Applicants note that the 

proposed transactions are consistent 

with the policy and provisions of the 

Act and will enhance the interests of 

Triangle’s stockholders while retaining 

for them the important protections 

afforded by the Act. In addition, because 

the joint participants will conduct their 

operations as though they comprise one 

company, the participation of one will 

not be on a basis different from or less 

advantageous than the others. 

Accordingly, applicants believe that the 

standard for relief under section 57(i) 

and rule 17d–1 is satisfied. 

17. Section 54 of the Act provides that 

a closed-end company may elect BDC 

treatment under the Act if the company 

has either a class of equity securities 

registered under section 12 of the 

Exchange Act or has filed a registration 

statement pursuant to section 12 of the 

Exchange Act for a class of its equity 

securities. Section 12(g) of the Exchange 

Act requires issuers with specified 

assets and a specified number of 

security holders to register under the 

Exchange Act. As a BDC, Triangle has 

registered its common stock under 

section 12(b) of the Exchange Act. In 

order to elect BDC treatment, Triangle 

SBIC has voluntarily registered its 

securities under the Exchange Act, even 

though it is not required to do so by 

section 12(g) of the Exchange Act. 

18. By filing a registration statement 

under section 12 of the Exchange Act, 

absent an exemption, Triangle SBIC 

would be required by section 13(a) of 

the Exchange Act to file periodically 

with the Commission, even though 

Triangle SBIC will have only one equity 

holder. Accordingly, applicants request 

an order under section 12(h) of the 

Exchange Act exempting Triangle SBIC 

from the reporting requirements of 

section 13(a) of the Exchange Act to 

permit it to file consolidated reports 

with Triangle. 

19. Section 12(h) of the Exchange Act 

provides that the Commission may 

exempt an issuer from section 13 of the 

Exchange Act if the Commission finds 

that by reason of the number of public 

investors, amount of trading interest in 

the securities, the nature and extent of 

the activities of the issuer, income or 

assets of the issuer, or otherwise, that 

such action is not inconsistent with the 

public interest or the protection of 

investors. Triangle SBIC will have only 

one investor, which is itself a reporting 

company, and no public investors. 

There will be no trading in Triangle 

SBIC securities, so no public interest or 

investor protective purpose will be 

served by separate Triangle SBIC 

reporting. Further, applicants state that 

the nature and extent of Triangle SBIC’s 

activities are such that its activities will 

be fully reported through consolidated 

reporting in accordance with normal 

accounting rules. Accordingly, 

applicants believe that the requested 

exemption meets the standards of 

section 12(h) of the Exchange Act. 

Applicants’ Conditions 

Applicants agree that the requested 

order will be subject to the following 

conditions: 

A. Capital Structure Conditions 

1. Triangle will at all times own and 

hold, beneficially and of record, all of 

the outstanding limited partnership 

interests in Triangle SBIC and all of the 

outstanding membership interests in the 

General Partner, or otherwise own and 

hold beneficially all of the outstanding 

voting securities and other equity 

interests in Triangle SBIC. 

2. Triangle SBIC will have investment 

policies not inconsistent with those of 

Triangle, as set forth in Triangle’s 

registration statement. 

3. No person shall serve as a member 

of the Board of Triangle SBIC unless 

such person shall also be a member of 

the Board of Triangle. The Board of 

Triangle SBIC will be appointed by the 

equity owners of Triangle SBIC. 

4. Triangle will not itself issue or sell 

any senior security, and Triangle will 

not cause or permit Triangle SBIC to 

issue or sell any senior security of 

which Triangle or Triangle SBIC is the 

issuer except to the extent permitted by 

section 18 (as modified for BDCs by 

section 61) of the Act; provided that 

immediately after the issuance or sale of 

any such notes or evidence of 

indebtedness by either Triangle or 

Triangle SBIC, Triangle and Triangle 

SBIC on a consolidated basis, and 

Triangle individually, shall have the 

asset coverage required by section 18(a) 

(as modified by section 61(a)), except 

that, in determining whether Triangle 

and Triangle SBIC on a consolidated 

basis have the asset coverage required 

by section 61(a), any borrowings by 

Triangle SBIC shall not be considered 

senior securities and, for purposes of the 

definition of ‘‘asset coverage’’ in section 

18(h), shall be treated as indebtedness 

not represented by senior securities. 

5. Triangle will acquire securities of 

Triangle SBIC representing 

indebtedness only if, in each case, the 

prior approval of the SBA has been 

obtained. In addition, Triangle and 

Triangle SBIC will purchase and sell 

portfolio securities between themselves 

only if, in each case, the prior approval 

of the SBA has been obtained. 

B. Consolidated Reporting 

1. Triangle will: (a) File with the 

Commission, on behalf of itself and 

Triangle SBIC, all information and 

reports required to be filed with the 

Commission under the Exchange Act 

and other applicable federal securities 

laws, including information and 

financial statements prepared solely on 

a consolidated basis as to Triangle and 

Triangle SBIC, such information and 

reports to be in satisfaction of the 

separate reporting obligations of 

Triangle SBIC; and (b) provide to its 

stockholders such information and 

reports required to be disseminated to 

Triangle’s stockholders, including 

information and financial statements 

prepared solely on a consolidated basis 

as to Triangle and Triangle SBIC, such 

reports to be in satisfaction of the 

separate reporting obligations of 

Triangle SBIC. Notwithstanding 

anything in this condition, Triangle will 

not be relieved of any of its reporting 

obligations including, but not limited to, 

any consolidating statements setting 

forth the individual statements of 

Triangle SBIC required by rule 6–03(c) 

of Regulation S–X. 

2. Triangle and Triangle SBIC may file 

on a consolidated basis pursuant to the 

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55568 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

1Applicants request relief with respect to existing 

and future series of the Trust and any other existing 

or future registered open-end management 

investment company or series thereof that: (a) Is 

advised by the Adviser or a person controlling, 

controlled by, or under common control with the 

Adviser or its successors; (b) uses the management 

structure described in the application; and (c) 

complies with the terms and conditions of the 

application (collectively, the ‘‘Funds’’). For 

purposes of the requested order, ‘‘successor’’ is 

limited to an entity or entities that result from a 

reorganization into another jurisdiction or a change 

in the type of business organization. The only 

existing registered open-end management 

investment company that currently intends to rely 

on the requested order is named as an applicant. If 

the name of any Fund contains the name of a 

Subadviser (as defined below), the name of the 

Adviser or the name of the entity controlling, 

controlled by, or under common control with the 

Adviser that serves as the primary adviser to the 

Fund will precede the name of the Subadviser. 

above condition only so long as the 

amount of Triangle’s total consolidated 

assets invested in assets other than (a) 

securities issued by Triangle SBIC or (b) 

securities similar to those in which 

Triangle SBIC invests, does not exceed 

10%. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E8–22508 Filed 9–24–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28382; 812–13514] 

Trust for Professional Managers, et al.; 

Notice of Application 

September 19, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: Trust for Professional 

Managers (the ‘‘Trust’’) and Ascentia 

Capital Partners, LLC (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on March 31, 2008, and amended on 

August 14, 2008. Applicants have 

agreed to file an amendment during the 

notice period, the substance of which is 

reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

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 October 14, 2008, 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 

Street, NE, Washington, DC 20549– 

1090. Applicants, 615 East Michigan 

Street, Milwaukee, WI 53202. 

FOR FURTHER INFORMATION CONTACT: 

Steven I. Amchan, Attorney Adviser, at 

(202) 551–6826, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE, Washington, DC 

20549–1520 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Trust, a Delaware statutory 

trust organized as a series investment 

company, is registered under the Act as 

an open-end management investment 

company and currently offers 22 series, 

one of which, Ascentia Alternative 

Strategies Fund, is advised by the 

Adviser (the ‘‘Fund’’).1 The Adviser, a 

limited liability company organized 

under Nevada law, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’), and serves as 

investment adviser to the Fund under 

an investment advisory agreement with 

the Trust (‘‘Advisory Agreement’’) that 

has been approved by the shareholders 

of the Fund and the Trust’s board of 

trustees (‘‘Board’’), including a majority 

of the trustees who are not ‘‘interested 

persons,’’ as defined in section 2(a)(19) 

of the Act, of either the Trust or the 

Adviser (‘‘Independent Trustees’’). 

2. Under the terms of the Advisory 

Agreement, the Adviser provides the 

Fund with overall management services 

and continuously reviews, supervises 

and administers the Fund’s investment 

program, subject to the supervision of, 

and policies established by, the Board. 

For the investment management 

services it provides to the Fund, the 

Adviser receives the fee specified in the 

Advisory Agreement from the Fund. 

The Advisory Agreement also permits 

the Adviser, subject to the approval of 

the Board and Fund shareholders, to 

enter into investment subadvisory 

agreements (‘‘Subadvisory Agreements’’) 

with one or more subadvisers 

(‘‘Subadvisers’’). The Adviser has 

entered into Subadvisory Agreements 

with various Subadvisers to provide 

investment advisory services to the 

Fund. Each Subadviser is, and every 

future Subadviser will be, registered as 

an investment adviser under the 

Advisers Act. The Adviser monitors and 

evaluates the Subadvisers and 

recommends to the Board their hiring, 

retention or termination. Subadvisers 

recommended to the Board by the 

Adviser are selected and approved by 

the Board, including a majority of the 

Independent Trustees. Each Subadviser 

has discretionary authority to invest the 

assets or a portion of the assets of a 

particular Fund. The Adviser 

compensates each Subadviser out of the 

fees paid to the Adviser under the 

Advisory Agreement. 

3. Applicants request an order to 

permit the Adviser, subject to Board 

approval, to enter into and materially 

amend Subadvisory Agreements 

without obtaining shareholder approval. 

The requested relief will not extend to 

any Subadviser who is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of the Trust or of the Adviser, 

other than by reason of serving as a 

Subadviser to one or more Funds 

(‘‘Affiliated Subadviser’’). 

4. Applicants also request an 

exemption from the various disclosure 

provisions described below that may 

require the Funds to disclose fees paid 

by the Adviser to each Subadviser. An 

exemption is requested to permit the 

Trust to disclose for each Fund (as both 

a dollar amount and as a percentage of 

the Fund’s net assets): (a) The aggregate 

fees paid to the Adviser and any 

Affiliated Subadviser; and (b) the 

aggregate fees paid to Subadvisers other 

than Affiliated Subadvisers (‘‘Aggregate 

Fee Disclosure’’). Any Fund that 

employs an Affiliated Subadviser will 

provide separate disclosure of any fees 

paid to the Affiliated Subadviser. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

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