Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 62481 

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 section 55(a)(1) through 55(a)(3) of the 

Act and makes available significant managerial 

assistance with respect to the issuers of such 

securities. 

2All existing entities that currently intend to rely 

on the order are named as applicants. Any other 

existing or future entity that may rely on the order 

in the future will comply with the terms and 

condition of the order. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31282; 812–14279] 

New Mountain Finance Corporation, et 

al.; Notice of Application 

October 10, 2014. 

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) and 61(a) of the Act. 

APPLICANTS: New Mountain Finance 

Corporation (the ‘‘Company’’), New 

Mountain Finance Adviser BDC, L.L.C. 

(the ‘‘Investment Adviser’’), New 

Mountain Finance SBIC G.P., L.L.C. (the 

‘‘General Partner’’), and New Mountain 

Finance SBIC, L.P. (‘‘New Mountain 

SBIC’’). 

SUMMARY OF THE APPLICATION: The 

Company requests an order to permit it 

to adhere to a modified asset coverage 

requirement. 

DATES: The application was filed on 

February 18, 2014, and amended on 

June 25, 2014, and September 4, 2014. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 4, 2014, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit, or for lawyers, a certificate of 

service. Pursuant to Rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: Robert A. Hamwee, New 

Mountain Finance Corporation, 787 

Seventh Avenue, 48th Floor, New York, 

NY 10019. 

FOR FURTHER INFORMATION CONTACT: 

David Joire, Senior Counsel, at (202) 

551–6866, or James M. Curtis, Branch 

Chief, at (202) 551–6712 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. The Company, a Delaware 

corporation, is an externally managed, 

non-diversified, closed-end 

management 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 generate current income 

and capital appreciation through the 

sourcing and origination of debt 

securities at all levels of the capital 

structure, including first and second 

lien debt, notes, bonds and mezzanine 

securities. The Investment Adviser, a 

Delaware limited liability company, is 

the investment adviser to the Company. 

The Investment Adviser is registered 

under the Investment Advisers Act of 

1940. 

2. New Mountain SBIC, a Delaware 

limited partnership, received approval 

for a license from the Small Business 

Administration (‘‘SBA’’) to operate as a 

small business investment company 

(‘‘SBIC’’) under the Small Business 

Investment Act of 1958 (‘‘SBIA’’). New 

Mountain SBIC is excluded from the 

definition of investment company by 

section 3(c)(7) of the Act. The General 

Partner is the sole general partner of 

New Mountain SBIC and the Company 

is the sole member of the General 

Partner. The Company is the sole 

limited partner of New Mountain SBIC. 

The Company, directly or indirectly 

through the General Partner, wholly 

owns New Mountain SBIC. 

Applicants’ Legal Analysis 

1. The Company requests an 

exemption pursuant to section 6(c) of 

the Act from the provisions of sections 

18(a) and 61(a) of the Act to permit it 

to adhere to a modified asset coverage 

requirement with respect to any direct 

or indirect wholly-owned subsidiary of 

the Company that is licensed by the 

SBA to operate under the SBIA as a 

SBIC and relies on Section 3(c)(7) for an 

exemption from the definition of 

‘‘investment company’’ under the Act 

(each, a ‘‘SBIC Subsidiary’’).2

Applicants state that companies 

operating under the SBIA, such as the 

SBIC Subsidiary, will be subject to the 

SBA’s substantial regulation of 

permissible leverage in their capital 

structure. 

2. Section 18(a) of the Act prohibits a 

registered closed-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 for senior 

securities representing indebtedness 

that are contained in section 18(a)(1)(A) 

and (B). 

3. Applicants state that the Company 

may be required to comply with the 

asset coverage requirements of section 

18(a) (as modified by section 61(a)) on 

a consolidated basis because the 

Company may be deemed to be an 

indirect issuer of any class of senior 

security issued by New Mountain SBIC 

or another SBIC Subsidiary. Applicants 

state that applying section 18(a) (as 

modified by section 61(a)) on a 

consolidated basis generally would 

require that the Company treat as its 

own all assets and any liabilities held 

directly either by itself, by New 

Mountain SBIC, or by another SBIC 

Subsidiary. Accordingly, the Company 

requests an order under section 6(c) of 

the Act exempting the Company from 

the provisions of section 18(a) (as 

modified by section 61(a)), such that 

senior securities issued by each SBIC 

Subsidiary that would be excluded from 

its individual asset coverage ratio by 

Section 18(k) if it were itself a BDC 

would also be excluded from the 

Company’s consolidated asset coverage 

ratio. 

4. 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 the requested relief satisfies the 

section 6(c) standard. Applicants 

contend that, because the SBIC 

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62482 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 

1As used herein, a ‘‘Future Variable Fund’’ is any 

investment company (or investment portfolio or 

series thereof), other than the Existing Variable 

Fund, designed to be sold to VA Accounts or VLI 

Accounts and for which USBFS or any of its 

affiliates serves in the future as investment adviser, 

subadviser, manager, administrator, principal 

underwriter, or sponsor. The Existing Variable 

Fund and any Future Variable Fund is referred to 

herein as a ‘‘Variable Fund,’’ and collectively, as the 

‘‘Variable Funds.’’ 

Subsidiary would be entitled to rely on 

section 18(k) if it were a BDC, there is 

no policy reason to deny the benefit of 

that exemption to the Company. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

The Company will not itself issue or 

sell any senior security and the 

Company will not cause or permit New 

Mountain SBIC or any other SBIC 

Subsidiary to issue or sell any senior 

security of which the Company, New 

Mountain SBIC or any other SBIC 

Subsidiary is the issuer except to the 

extent permitted by Section 18 (as 

modified for BDCs by Section 61); 

provided that, immediately after the 

issuance or sale of any such senior 

security by any of the Company, New 

Mountain SBIC or any other SBIC 

Subsidiary, the Company, individually 

and on a consolidated basis, shall have 

the asset coverage required by Section 

18(a) (as modified by Section 61(a)). In 

determining whether the Company, 

New Mountain SBIC and any other SBIC 

Subsidiary on a consolidated basis have 

the asset coverage required by Section 

18(a) (as modified by Section 61(a)), any 

senior securities representing 

indebtedness of New Mountain SBIC or 

another SBIC Subsidiary if that SBIC 

Subsidiary has issued indebtedness that 

is held or guaranteed by the SBA 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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–24685 Filed 10–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31268A; File No. 812– 

14250] 

Managed Portfolio Series, et al.; Notice 

of Application 

October 15, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

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

from sections 9(a), 13(a), 15(a), and 

15(b) of the Act and rules 6e–2(b)(15) 

and 6e–3(T)(b)(15) thereunder. 

APPLICANTS: Managed Portfolio Series 

(the ‘‘Trust’’), U.S. Bancorp Fund 

Services, LLC (‘‘USBFS’’), and Tortoise 

Capital Advisors, L.L.C. (‘‘Tortoise’’). 

SUMMARY OF APPLICATION: Applicants 

request an order under section 6(c) of 

the Act granting exemptions from the 

provisions of sections 9(a), 13(a), 15(a), 

and 15(b) of the Act and rules 6e– 

2(b)(15) and 6e–3(T)(b)(15) (or any 

comparable provisions of a permanent 

rule that replaces rule 6e–3(T)) 

thereunder to permit an existing series 

of the Trust, Tortoise VIP MLP & 

Pipeline Portfolio (‘‘Existing Variable 

Fund’’), and/or any Future Variable 

Fund 1 to be sold to and held by: (i) 

Separate accounts registered as 

investment companies or separate 

accounts that are not registered as 

investment companies under the Act 

pursuant to exemptions from 

registration under section 3(c) of the Act 

that fund variable annuity contracts 

(‘‘VA Accounts’’) and variable life 

insurance contracts (‘‘VLI Accounts’’) 

(VA Accounts and VLI Accounts 

together ‘‘Separate Accounts’’) issued by 

both affiliated life insurance companies 

and unaffiliated life insurance 

companies (‘‘Participating Insurance 

Companies’’); (ii) trustees of qualified 

group pension or group retirement plans 

(‘‘Qualified Plans’’) outside the Separate 

Account context; (iii) investment 

adviser(s) or affiliated person(s) of the 

investment adviser(s) (each an 

‘‘Adviser’’) to a Variable Fund for the 

purpose of providing seed capital to a 

series of a Variable Fund; and (iv) 

general accounts (‘‘General Accounts’’) 

of insurance company depositors of VA 

Accounts and/or VLI Accounts. 

DATES: Filing Date: The application was 

filed on December 13, 2013, and 

amended on July 23, 2014 and 

September 11, 2014. 

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 Secretary of 

the Commission 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 31, 2014 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 may request notification of a 

hearing by writing to the Secretary of 

the Commission. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Angela Pingel, Esq., U.S. 

Bancorp Fund Services, LLC, 615 East 

Michigan Street, Milwaukee, WI 53202. 

FOR FURTHER INFORMATION CONTACT: 

Courtney S. Thornton, Senior Counsel, 

or David P. Bartels, Branch Chief 

(Division of Investment Management, 

Chief Counsel’s Office) at 202–551– 

6821. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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

(202) 551–8090. 

Applicants’ Representations 

1. The Trust was organized as a 

Delaware statutory trust on January 27, 

2011, and is registered under the Act as 

an open-end management investment 

company (Reg. File No. 811–22525). The 

Trust is a series investment company as 

defined by Rule 18f–2 under the Act 

and currently is comprised of 24 series 

(including the Existing Variable Fund) 

managed by 16 different advisers and 

two sub-advisers. The Trust has 

registered two classes of shares of the 

Existing Variable Fund under the 

Securities Act of 1933 (the ‘‘1933 Act’’) 

(Reg. File No. 333–172080) on Form N– 

1A. The Trust may establish Future 

Variable Funds and additional classes of 

shares for any of the Variable Funds. 

Shares of the Variable Funds will not be 

offered to the general public. The 

application seeks exemptive relief only 

for the Existing Variable Fund and any 

Future Variable Fund, as defined herein, 

but does not seek exemptive relief for 

the remaining 23 current series because 

they are not designed to be sold to VA 

Accounts and/or VLI Accounts. 

2. Tortoise is the investment adviser 

to the Existing Variable Fund as well as 

the investment adviser to three other 

series of the Trust. Tortoise is a 

Delaware limited liability company and 

is registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’). Subject to the 

authority of the Board of Trustees of the 

Trust (‘‘Board’’), Tortoise will oversee 

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