Federal Register / Vol. 73, No. 194 / Monday, October 6, 2008 / Notices 58271 

1The term ‘‘successor,’’ as applied to HQCM, 

Promere Manager, and Ardance Manager, means an 

entity that results from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

2All existing entities that currently intend to rely 

on 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. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28426; 812–13392] 

H&Q Healthcare Investors, et al.; 

Notice of Application 

September 30, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under rule 17d–1 under the 

Investment Company Act of 1940 

(‘‘Act’’) to permit certain joint 

transactions. 

APPLICANTS: H&Q Healthcare Investors 

(‘‘HQH’’); H&Q Life Sciences Investors 

(‘‘HQL’’); Hambrecht & Quist Capital 

Management LLC on behalf of itself and 

its successors (‘‘HQCM’’); Promere Fund 

LP (‘‘Promere Fund’’); Promere 

Performance LLC (‘‘Promere General 

Partner’’); Promere Capital Management 

LLC on behalf of itself and its successors 

(‘‘Promere Manager’’); Ardance Fund LP 

(‘‘Ardance Fund’’); Ardance 

Performance LLC (‘‘Ardance General 

Partner’’); and Ardance Capital 

Management LLC on behalf of itself and 

its successors (‘‘Ardance Manager’’).1

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered investment companies to 

coinvest with certain affiliated entities.2

FILING DATES: The application was filed 

on May 30, 2007, and amended on July 

25, 2008 and September 30, 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 p.m. on October 27, 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 Hambrecht & 

Quist Capital Management LLC, 2 

Liberty Square, Ninth Floor, Boston, MA 

02109, Attention: Daniel R. Omstead, 

PhD. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811, or Janet M. Grossnickle, 

Assistant Director, 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 (tel. 202–551–5850). 

Applicants’ Representations 

1. HQCM, a limited liability company 

organized under the laws of Delaware, 

is an investment adviser registered 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’). Promere 

Manager, a limited liability company 

organized under the laws of Delaware, 

is an investment adviser exempt from 

registration under the Advisers Act. 

Ardance Manager, a limited liability 

company organized under the laws of 

Delaware, is an investment adviser 

exempt from registration under the 

Advisers Act. 

2. HQH, a Massachusetts business 

trust, is registered under the Act as a 

diversified closed-end management 

investment company. HQH’s investment 

objective is long-term capital 

appreciation through investment in 

companies in the health care industry. 

HQCM serves as HQH’s investment 

adviser and manages its day-to-day 

operations. 

3. HQL, a Massachusetts business 

trust, is registered under the Act as a 

diversified closed-end management 

investment company. HQL’s investment 

objective is long-term capital 

appreciation through investment in 

companies involved in scientific 

advances in life sciences (including 

biotechnology, pharmaceutical, 

diagnostics, managed health care and 

medical equipment, hospitals, health 

care information technology and 

services, devices and supplies), 

agriculture and environmental 

management fields. HQCM acts as 

HQL’s investment adviser and manages 

the day-to-day operations of HQL. From 

time to time, HQCM or an entity 

controlling, controlled by or under 

common control with HQCM 

(collectively, with HQCM, the 

‘‘Adviser’’) may serve as investment 

adviser or sub-adviser to other 

registered closed-end management 

investment companies (together with 

HQH and HQL, the ‘‘Registered Funds’’) 

that will engage in investment activities 

similar to those engaged in by HQH and 

HQL. 

4. Promere Manager will make 

investment decisions for Promere Fund, 

a Delaware limited partnership, that 

intends to qualify for an exclusion from 

the definition of an investment 

company under section 3(c)(7) of the 

Act. Promere General Partner, a 

Delaware limited liability company, that 

is under common control with Promere 

Manager, is the general partner of 

Promere Fund and will manage the 

business and affairs of Promere Fund. 

Promere Fund will seek long-term 

capital appreciation by investing 

primarily in privately held companies 

in the health care and life sciences 

industries. 

5. Ardance Manager will make 

investment decisions for Ardance Fund, 

a Delaware limited partnership, that 

intends to qualify for the exclusion from 

the definition of an investment 

company under section 3(c)(1) of the 

Act. Ardance General Partner, a 

Delaware limited liability company, that 

is under common control with Ardance 

Manager, is the general partner of 

Ardance Fund and will manage the 

business and affairs of Ardance Fund. 

Ardance Fund will seek absolute returns 

on an annual basis while managing risk 

in both rising and falling markets. 

Ardance Fund’s strategy for achieving 

this objective is to invest primarily in a 

portfolio of long and short equity 

positions focused on publicly traded 

companies in the health care industry. 

Although Ardance Fund will invest 

primarily in publicly traded securities 

and derivatives (e.g., for hedging and 

speculative purposes), it is possible that 

Ardance Fund may coinvest with HQH, 

HQL and/or Promere Fund in private 

placement securities. From time to time, 

the Adviser, Promere Manager or 

Ardance Manager may manage other 

accounts that are not registered 

investment companies in reliance on 

sections 3(c)(1) or 3(c)(7) of the Act 

(such accounts, together with Promere 

Fund and Ardance Fund, the 

‘‘Unregistered Funds’’). 

6. Applicants seek an order under rule 

17d–1 under the Act to the extent 

necessary to permit HQH, HQL, and 

each other Registered Fund that is 

advised by an Adviser and the 

Unregistered Funds to coinvest in 

private placement transactions in which 

the Adviser, Promere Manager and/or 


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Ardance Manager negotiate terms in 

addition to price (‘‘private placement 

securities’’), make follow-on 

investments in the issuers of private 

placement securities (‘‘Follow-On 

Investments’’), and exercise warrants, 

conversion privileges, and other rights 

associated with such private placement 

securities (collectively, the ‘‘Coinvestment Transactions’’). The total 

available capital (‘‘Total Available 

Capital’’) of each Registered Fund and 

Unregistered Fund is the amount of total 

assets of each such fund available for 

investment in private placement 

securities, subject to applicable 

regulatory restrictions and the fund’s 

fundamental investment restrictions and 

policies. The Board of Trustees 

(‘‘Board’’) of each Trust has set a limit 

on the amount of initial investment of 

each Trust in securities of an issuer in 

private placement transactions (the 

‘‘Investment Limit’’), as described in the 

application. 

Applicants’ Legal Analysis 

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

17d–1 under the Act generally prohibit 

any affiliated person of a registered 

investment company, or affiliated 

person of an affiliated person, when 

acting as principal, from effecting any 

joint transaction in which the company 

participates unless the transaction is 

approved by the Commission. Rule 17d– 

1 under the Act provides that in passing 

upon applications under section 17(d), 

the Commission will consider whether 

the participation of a registered 

investment company in a joint 

enterprise on the basis proposed is 

consistent with the provisions, policies, 

and purposes of the Act and the extent 

to which the company’s participation is 

on a basis different from or less 

advantageous than that of other 

participants. 

2. Section 2(a)(3) of the Act, in 

relevant part, defines an ‘‘affiliated 

person’’ of another person as (a) Any 

person directly or indirectly owning, 

controlling, or holding with power to 

vote, 5% or more of the outstanding 

voting securities of the other person; (b) 

any person 5% or more of whose 

outstanding voting securities are 

directly or indirectly owned, controlled, 

or held with power to vote by the other 

person; (c) any person directly or 

indirectly controlling, controlled by, or 

under common control with the other 

person and (d) any officer, director, 

partner, copartner, or employee of the 

other person. As described more fully in 

the application, each of the Unregistered 

Funds, Promere General Partner, 

Ardance General Partner and any 

Adviser might be deemed to be an 

affiliated person or a second-tier 

affiliated person of each Registered 

Fund within the meaning of Section 

2(a)(3) of the Act, and the Registered 

Funds might be deemed to be affiliated 

persons within the meaning of Section 

2(a)(3) of the Act. In some 

circumstances, these affiliations might 

prohibit each Registered Fund from 

participating in Co-investment 

Transactions pursuant to Section 17(d) 

and Rule 17d-1. 

3. Applicants state that the ability to 

participate in Co-investment 

Transactions will benefit the Registered 

Funds and their shareholders by 

increasing the favorable investment 

opportunities available to them. 

Applicants represent that the Registered 

Funds will be able to (i) have a larger 

pool of capital available for investment, 

thereby obtaining access to a greater 

number and variety of potential 

investments than any Registered Fund 

could obtain on its own, and (ii) 

increase their bargaining power to 

negotiate more favorable terms. 

4. Applicants believe that the terms 

and conditions contained in the 

application ensure that the Coinvestment Transactions are consistent 

with the protection of each Registered 

Fund’s investors and with the purposes 

intended by the policy and provisions of 

the Act. Specifically, all participants 

will invest at the same time for the same 

price and with the same terms, 

conditions, class, registration rights, and 

any other rights, so that no participant 

receives terms more favorable than any 

other participant. In addition, the 

decision to participate in a Coinvestment Transaction must be 

approved by a Required Majority (as 

defined below) of the Board of each 

participating Registered Fund to ensure 

that the terms of the Co-investment 

Transaction are fair and reasonable, do 

not involve overreaching, and are 

consistent with the investment 

objectives and policies of the Registered 

Fund. Co-investment Transactions will 

be reviewed by a duly appointed 

committee of the Board (the ‘‘Joint 

Transaction Committee’’) that shall 

consist solely of members of the Board 

who are not ‘‘interested persons’’ within 

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

Act (the ‘‘Independent Trustees’’) and 

shall have as its members at least a 

majority of all of the Independent 

Trustees. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief shall be 

subject to the following conditions: 

1. Each time that an Unregistered 

Fund or a Registered Fund proposes to 

acquire private placement securities, the 

acquisition of which would be 

consistent with the investment 

objectives and policies of one or more 

Registered Funds, the Adviser will offer 

to each such Registered Fund the 

opportunity to acquire a pro rata 

amount (based upon amounts available 

for investment by each such Registered 

Fund and each participating 

Unregistered Fund) of the private 

placement securities, up to the entire 

amount being offered to it. If one 

Registered Fund declines the offer or 

accepts a portion of the private 

placement securities offered to it, but 

one or more other Registered Funds 

accepts the private placement securities 

offered, that portion of the private 

placement securities declined by the 

Registered Fund may be allocated to the 

other Registered Funds and 

Unregistered Funds based on their 

amounts available for investment. 

However, if the pro rata allocation to 

any Registered Fund exceeds its 

Investment Limit, then the portion of 

the allocation that exceeds the 

Investment Limit may be allocated pro 

rata to each other Registered Fund (up 

to its Investment Limit) and each 

participating Unregistered Fund. In each 

case in which an amount of private 

placement securities remains available 

after allocating the private placement 

securities to the Registered Funds as 

described above, the remainder may be 

allocated to the participating 

Unregistered Funds. For purposes of 

these conditions, the phrase ‘‘amounts 

available for investment’’ is the Total 

Available Capital of the Registered Fund 

or Unregistered Fund. 

2. (a) With respect to each Coinvestment Transaction, for each 

Registered Fund, the Adviser will make 

a separate determination whether the 

acquisition of the private placement 

security is appropriate and consistent 

with the investment objectives and 

policies of the Registered Fund and, if 

so, the appropriate amount that the 

Registered Fund should invest. 

(b) After making the determination 

required in (a) above, the Adviser will 

submit written information concerning 

the Co-investment Transaction, 

including the amount proposed to be 

acquired by the Registered Fund, any 

other Registered Funds, and each 

Unregistered Fund to the Joint 

Transactions Committee. A Registered 

Fund’s Joint Transactions Committee 

shall consist solely of Independent 

Trustees and shall have as its members 

at least a majority of all of the 

Independent Trustees of such Registered 

Fund. The Adviser will provide 

information concerning the Total 


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Available Capital of the Registered 

Funds and the Unregistered Funds in 

order to assist the Joint Transactions 

Committee with its review of the 

Registered Fund’s investments for 

compliance with the allocation features 

set forth in condition 1 above. 

(c) A Registered Fund may participate 

in a Co-investment Transaction only if 

the Required Majority (as defined 

below) determines that: 

i. The terms of the Co-investment 

Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Registered Fund and its 

shareholders and do not involve 

overreaching of the Registered Fund or 

its shareholders on the part of any 

person concerned; 

ii. The proposed Co-investment 

Transaction is consistent with the 

Registered Fund’s investment objectives 

and policies as recited in its Form N– 

2 registration statement and its reports 

to shareholders; and 

iii. The participation by another 

Registered Fund or the Unregistered 

Fund(s) in the proposed Co-investment 

Transaction would not disadvantage the 

Registered Fund, and participation by 

the Registered Fund would not be on a 

basis different from or less advantageous 

than that of any other Registered Fund 

or Unregistered Fund; provided, that if 

any Unregistered Fund, but not the 

Registered Funds, gains the right to 

nominate a director for election to a 

portfolio company’s board of directors 

or 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 Required Majority has the 

right to ratify the selection of such 

director or board observer, if any; and 

(B) The Adviser: 

(1) Provides to the Joint Transactions 

Committee material information 

received by any such person who then 

serves as a director or participates as a 

board observer or exercises any similar 

right to participate in the governance of 

a portfolio company; and 

(2) Agrees to provide periodic reports 

to the Joint Transactions Committee 

with respect to the material actions of 

such director or the material 

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 

iv. The proposed investment by the 

Registered Fund will not benefit the 

Adviser, any other Registered Fund, any 

Unregistered Fund, or any affiliated 

person thereof, except to the extent 

permitted under section 17(e) of the Act. 

(d) A Required Majority is the number 

of a Registered Fund’s Joint 

Transactions Committee members equal 

to at least a majority of all of the 

Independent Trustees of such Registered 

Fund. Each member of a Required 

Majority shall have no direct or indirect 

financial interest in the proposed Coinvestment Transaction. 

3. A Registered Fund has the right to 

decline to participate in any Coinvestment Transaction or to invest less 

than the amount proposed. If the 

Adviser determines that a Registered 

Fund should not participate in a Coinvestment Transaction offered to it 

pursuant to condition 1 above, the 

Adviser will submit its determination to 

the Joint Transactions Committee for 

approval by a Required Majority. 

4. Each Registered Fund shall 

participate in a Co-investment 

Transaction only if the terms, 

conditions, price, class of securities 

being purchased, settlement date, 

registration rights, if any, and other 

rights are the same for each Registered 

Fund and any Unregistered Fund 

participating in the Co-investment 

Transaction. When more than one 

Registered Fund proposes to invest in a 

Co-investment Transaction, the Joint 

Transactions Committee of each 

Registered Fund shall review the Coinvestment Transaction and a Required 

Majority will make the determinations 

in condition 2 above, on or about the 

same time. The grant to any 

Unregistered Fund, but not the 

Registered Fund(s), of the right to 

nominate a director for election to a 

portfolio company’s board of directors 

or the right to have a board observer or 

any similar right to participate in the 

governance or management of the 

portfolio company shall not cause a 

failure of this condition, if conditions 

2(c)(iii)(A) and (B) are satisfied. 

5. Except as described below, no 

Registered Fund may make a Follow-On 

Investment or exercise warrants, 

conversion privileges, or other rights 

unless such Registered Fund and each 

other Registered Fund and Unregistered 

Fund that participated in the original 

Co-investment Transaction make such 

Follow-On Investment or exercise such 

warrants, conversion rights, or other 

rights at the same time and in amounts 

proportionate to their respective 

holdings of the private placement 

securities acquired in such Coinvestment Transaction. If a Registered 

Fund participates in a Follow-On 

Investment or exercises warrants, 

conversion privileges, or other rights 

and the amounts to be invested or the 

warrants, conversion privileges or other 

rights to be exercised by each Registered 

Fund and Unregistered Fund are 

disproportionate to their respective 

holdings, the Adviser will formulate a 

recommendation as to the proposed 

Follow-On Investment or exercise of 

warrants, conversion privileges or other 

rights by each Registered Fund and 

Unregistered Fund and submit the 

recommendation to each Registered 

Fund’s Joint Transactions Committee, 

including an explanation of such 

disproportionate investments or 

exercise of rights. Prior to any such 

disproportionate Follow-On Investment 

or exercise of rights, a Registered Fund 

must obtain approval by a Required 

Majority for the transaction as set forth 

in condition 2 above. Transactions 

pursuant to this condition 5 will be 

subject to the other conditions set forth 

in the application. 

6. Except for transactions covered by 

condition 5 above, no Unregistered 

Fund or Registered Fund will sell, 

exchange, or otherwise dispose of any 

interest in any private placement 

securities acquired pursuant to the 

order, unless each Registered Fund has 

the opportunity to dispose of its interest 

at the same time, for the same unit 

consideration, on the same terms and 

conditions, as such Unregistered Fund 

or other Registered Fund and in a 

proportionate amount (based upon their 

relative holdings of the private 

placement securities). With respect to 

any such transaction, the Adviser will 

formulate a recommendation as to the 

proposed participation by a Registered 

Fund and submit the recommendation 

to such Registered Fund’s Joint 

Transactions Committee. The Registered 

Fund will dispose of such private 

placement securities to the extent the 

Joint Transactions Committee, upon the 

affirmative vote of a Required Majority, 

determines that the disposition is in the 

best interest of the Registered Fund, is 

fair and reasonable, and does not 

involve overreaching of the Registered 

Fund or its shareholders by any person 

concerned. 

7. The expenses, if any, associated 

with acquiring, holding, or disposing of 

any private placement securities 

(including, without limitation, the 

expenses of the distribution of any 

private placement securities registered 

for sale under the Securities Act of 

1933), to the extent not payable solely 

by the Adviser, Promere Manager and 

Ardance Manager, as applicable, under 

their respective investment management 

agreements with the Registered Fund or 

Unregistered Fund, shall be shared by 

the Registered Funds and the 


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58274 Federal Register / Vol. 73, No. 194 / Monday, October 6, 2008 / Notices 

Unregistered Funds in proportion to the 

relative amounts of such private 

placement securities held or being 

acquired or disposed of, as the case may 

be, by the Registered Funds and the 

Unregistered Funds. 

8. Each quarter the Adviser will 

provide to each Registered Fund’s Joint 

Transactions Committee information 

concerning all investments in private 

placement securities made by all 

Registered and Unregistered Funds, 

including all investments in which the 

Registered Fund declined to participate, 

so that a Required Majority may 

determine whether all investments 

made during the preceding quarter, 

including those in which the Registered 

Fund declined to participate, comply 

with the conditions of the order. In 

addition, all of the Independent 

Trustees of each Registered Fund will 

consider at least annually the continued 

appropriateness of Co-investment 

Transactions by the Registered Fund 

with the Unregistered Funds and other 

Registered Funds, including whether 

engaging in Co-investment Transactions 

pursuant to the order continues to be in 

the best interests of the Registered Fund 

and its shareholders and does not 

involve overreaching on the part of any 

person concerned. 

9. No investment will be made by a 

Registered Fund in a Co-investment 

Transaction in reliance on the order if 

the Adviser knows or reasonably should 

know that an Unregistered Fund or 

another Registered Fund or any 

affiliated person of such Unregistered 

Fund or another Registered Fund then 

currently holds a security issued by that 

issuer, except for a Follow-On 

Investment made pursuant to condition 

5 of this order. 

10. Any transaction fee (including 

break-up or commitment fees but 

excluding brokerage fees contemplated 

by section 17(e)(2) of the Act) received 

in connection with a transaction entered 

into in reliance on the order will be 

distributed to the participants on a pro 

rata basis based on the amounts they 

invested or committed, as the case may 

be, in such transaction. If any 

transaction fee is to be held by the 

Adviser, Promere General Partner, 

Promere Manager, Ardance General 

Partner or Ardance Manager pending 

consummation of the transaction, the 

fee will be deposited into an account 

maintained by the Adviser, Promere 

General Partner, Promere Manager, 

Ardance General Partner or Ardance 

Manager at a bank or banks having the 

qualifications prescribed in section 

26(a) of the Act, and the account will 

earn a competitive rate of interest that 

also will be divided pro rata among the 

participants based on the amounts they 

invested or committed, as the case may 

be, in such transaction. None of the 

Adviser, Promere General Partner, 

Promere Manager, Ardance General 

Partner, or Ardance Manager will 

receive additional compensation or 

remuneration of any kind as a result of 

or in connection with a co-investment 

or compensation for its services in 

sponsoring, structuring, or providing 

managerial assistance to an issuer of 

private placement securities that is not 

shared pro rata with the coinvesting 

Registered Funds and Unregistered 

Funds. 

11. Each applicant will maintain and 

preserve all records required to be 

preserved under the Act and the rules 

and regulations under the Act 

applicable to such applicant. The 

Registered Funds will maintain the 

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

the Act as if each of the Registered 

Funds were a business development 

company and the Co-investment 

Transactions were approved under 

section 57(f). 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–23491 Filed 10–3–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28427; 812–13428] 

MCG Capital Corporation, et al.; Notice 

of Application 

September 30, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

18(a), 55(a), and 61(a) of the Act. 

SUMMARY OF THE APPLICATION: 

Applicants request an order to permit: 

(1) A business development company to 

look to the assets of its wholly-owned 

subsidiaries, rather than the business 

development company’s interest in the 

subsidiaries themselves, in determining 

whether the business development 

company meets certain requirements for 

business development companies under 

the Act, and (2) the business 

development company to adhere to a 

modified asset coverage requirement. 

APPLICANTS: MCG Capital Corporation 

(‘‘MCG’’), Solutions Capital G.P., LLC, 

Solutions Capital I, L.P., MCG Capital 

Advisory Services, Inc., MCG Equity 

Funding I, LLC, MCG Finance I, LLC, 

MCG Finance V, LLC, MCG Commercial 

Loan Funding Trust, MCG Finance VII, 

LLC, MCG Commercial Loan Trust 

2006–1, MCG Finance VIII, LLC, MCG 

Commercial Loan Trust 2006–2, MCG 

Finance IX, LLC, MCG Commercial 

Loan Trust 2008–1, MCG IH Holdings, 

Inc., IH Helicon, Inc., IH NPS Holdings, 

LLC, MCG Opportunity Investment 

Fund I, LLC, Sleep Investors, LLC, TNR 

Investors, LLC, Crystal Media Network, 

Inc., IH Chesapeake Tower, Inc., IH 

Dayton Parts, Inc., IH GSD, Inc., IH 

Intran Inc., IH MTP, Inc., IH NDS, Inc., 

IH NEPG, Inc., IH NYL, Inc., IH Orbitel 

Holdings, Inc., IH OTM, Inc., IH PBI, 

Inc., IH Premier, Inc. and IH Quantum, 

Inc. 

FILING DATES: The application was filed 

on September 25, 2007, and amended 

on June 17, 2008, and September 17, 

2008. Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is contained 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 27, 2008, and 

should be accompanied by proof of 

service on the Applicant, in the form of 

an affidavit or, for lawyers, a certificate 

of service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicant, c/o Steven F. Tunney, 

President and Chief Executive Officer, 

MCG Capital Corporation, 1100 Wilson 

Boulevard, Suite 3000, Arlington, VA 

22209. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Marilyn Mann, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 


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