63654 Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 

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. 

ESTIMATE OF ANNUAL RESPONDENT BURDEN—Continued 

Form No. Annual 

responses 

Time 

(minutes) 

Burden 

(hours) 

RL–11D ........................................................................................................................................ 250 10 42 

RL–250 ........................................................................................................................................ 11,950 10 1,992 

Total ...................................................................................................................................... 35,900 ........................ 10,001 

Additional Information or Comments: 

To request more information or to 

obtain a copy of the information 

collection justification, forms, and/or 

supporting material, contact Dana 

Hickman at (312) 751–4981 or 

Dana.Hickman@RRB.GOV. Comments 

regarding the information collection 

should be addressed to Charles 

Mierzwa, Railroad Retirement Board, 

844 North Rush Street, Chicago, Illinois 

60611–2092 or emailed to 

Charles.Mierzwa@RRB.GOV. Written 

comments should be received within 60 

days of this notice. 

Charles Mierzwa, 

Chief of Information Resources Management. 

[FR Doc. 2014–25312 Filed 10–23–14; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31296; File No. 812–14296] 

Tennenbaum Opportunities Fund V, 

LLC, et al.; Notice of Application 

October 20, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order pursuant to sections 6(c), 17(b), 

and 57(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 17(a) and 57(a) 

of the Act permitting certain 

transactions. 

SUMMARY OF THE APPLICATION: 

Applicants request a time-limited 

exemptive order (the ‘‘Order’’) that 

would permit applicant investment 

companies registered under the Act to 

sell certain assets to applicant business 

development companies (‘‘BDCs’’) that 

share a common investment adviser in 

transactions that would otherwise be 

prohibited by sections 17(a)(2) and 

57(a)(1) of the Act. 

APPLICANTS: Tennenbaum Opportunities 

Fund V, LLC (‘‘TOF’’); Tennenbaum 

Opportunities Partners V, LP (‘‘TOP,’’ 

and, together with TOF, the ‘‘Registered 

Fund’’); TCP Capital Corp. (‘‘TCPC’’); 

Special Value Continuation Partners, LP 

(‘‘SVCP,’’ and, together with TCPC, the 

‘‘BDC Applicant’’); and Tennenbaum 

Capital Partners, LLC (the ‘‘Manager’’) 

(collectively, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

on April 2, 2014, and amended on May 

16, 2014, June 9, 2014, July 11, 2014, 

August 8, 2014, October 14, 2014, and 

October 17, 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 

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 14, 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: The Commission: Brent J. 

Fields, Secretary, U.S. Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Howard M. Levkowitz, c/o 

Tennenbaum Capital Partners, LLC, 

2951 28th Street, Suite 1000, Santa 

Monica, CA 90405. 

FOR FURTHER INFORMATION CONTACT: Anil 

K. Abraham, Senior Special Counsel, at 

(202) 551–2614, or Daniele Marchesani, 

Branch Chief, at (202) 551–6821 

(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 an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. TOF is a limited liability company 

organized in Delaware and registered 

under the Act as a non-diversified 

closed-end management investment 

company. TOP is a limited partnership 

organized in Delaware and registered 

under the Act as a non-diversified 

closed-end management investment 

company. TOF invests substantially all 

of its assets in, and operates through, 

TOP. All of TOP’s common limited 

partner interests are owned by TOF. 

TOP also has preferred limited partner 

interests and debt outstanding. 

2. TCPC is a Delaware corporation 

and a non-diversified closed-end 

management investment company that 

has elected to be regulated as a BDC 

under the Act.1 TCPC’s common shares 

trade on the NASDAQ Global Select 

Market. SVCP is a Delaware limited 

partnership and a non-diversified 

closed-end management investment 

company that also has elected to be 

regulated as a BDC under the Act. TCPC 

invests substantially all of its assets in, 

and operates through, SVCP. All of 

SVCP’s common limited partner 

interests are owned by TCPC. SVCP also 

has issued preferred limited partner 

interests under its leverage program to 

the same institutions that acquired its 

debt. 

3. The Manager is a Delaware limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Manager serves as 

investment adviser both to the 

Registered Fund and the BDC Applicant 

(each, a ‘‘Fund,’’ and, collectively, the 

‘‘Funds’’) and manages both Funds in 

accordance with their respective 

investment objectives and strategies. 

Each Fund is governed by a board of 

directors (‘‘Board’’). 

4. The Registered Fund seeks to 

achieve high total returns while 

minimizing losses and invests in high 

yielding debt, distressed debt, equity 


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Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 63655 

2The Registered Fund and the BDC Applicant 

have co-invested in various Eligible Assets (defined 

below) in reliance on a prior Commission order 

pursuant to rule 17d–1 under the Act (the ‘‘CoInvestment Order’’) permitting certain joint 

transactions among themselves and certain other 

entities. Special Value Opportunities Fund, LLC, et 

al., Investment Company Act Release Nos. IC–27287 

(April 11, 2006) (notice) and 27316 (May 9, 2006) 

(order). 

3All of the Eligible Assets are securities under the 

Act except for the aircraft lease interests, which, as 

of September 30, 2014, comprised approximately 

7% of the value of the Eligible Assets. 

4 In the case of the Registered Fund, the Board 

members that make up the Required Majority will 

be determined as if the Registered Fund were a BDC 

subject to section 57(o) of the Act. 

5 In approving any Proposed Transaction, as 

defined below, the Required Majority of each Fund 

will be required specifically to consider the effect 

that such transaction, and the Proposed 

Transactions taken together, would have on the 

investment advisory fees paid by the relevant Fund. 6See note 2, supra. 

securities and mezzanine investments of 

all kinds (the Registered Fund’s 

investment objectives, strategies, and 

limitations, as stated in its registration 

statement and periodic shareholder 

reports, are the ‘‘Registered Fund 

Objectives and Strategies’’). The BDC 

Applicant’s investment objective is to 

achieve high total returns through 

current income and capital 

appreciation, with an emphasis on 

principal protection. It seeks to achieve 

this investment objective primarily 

through investments in debt securities 

of middle-market companies, and its 

primary investment focus is investing in 

and originating leveraged loans to 

performing middle-market companies 

(the BDC Applicant’s investment 

objectives, strategies, and limitations, as 

stated in its registration statement and 

periodic shareholder reports, are the 

‘‘BDC Applicant Objectives and 

Strategies’’). 

5. The BDC Applicant expects to 

continue to grow as attractive 

investment opportunities arise and as 

additional capital becomes available on 

attractive terms. However, both TOF 

and TOP are scheduled to terminate 

their existence in October 2016. TOF 

may extend its existence for up to two 

one-year extensions if requested by the 

Manager and approved by the holders of 

a majority of its common shares, and 

TOP may do so if requested by the 

Manager and approved by the holders of 

a majority of its common and preferred 

limited partner interests. 

6. The Registered Fund is considering 

how best to conduct its remaining 

operations and plan for the unwinding 

of its leverage and its scheduled 

termination, including the disposition 

of its portfolio assets. The Applicants 

seek the requested relief to permit the 

Registered Fund to sell to the BDC 

Applicant certain portfolio assets that 

are consistent with the BDC Applicant 

Objectives and Strategies.2

7. As of September 30, 2014, the 

Registered Fund’s portfolio included 52 

assets with a fair value of $460,735,948 

that were consistent with the BDC 

Applicant Objectives and Strategies 

(‘‘Eligible Assets’’). As of that date, the 

Eligible Assets were composed of: (1) 

$289.1 million of floating rate fully 

performing commercial loans; (2) $127.5 

million of fixed rate fully performing 

commercial debt maturing between 

2015 and 2021; (3) $12.8 million in 

equity received in connection with the 

foregoing debt investments; and (4) 

$31.3 million in aircraft mortgage and 

lease interests.3

8. Any follow-on investments in the 

securities of issuers of Eligible Assets 

owned by the Registered Fund that may 

be made subsequent to the issuance of 

the requested Order (‘‘follow-on 

investments’’) also would be considered 

Eligible Assets for purposes of the 

requested relief. The Applicants 

represent that the Registered Fund 

might undertake such follow-on 

investments to protect or enhance 

existing investments by, for example, 

enhancing the Registered Fund’s legal 

rights in a bankruptcy of the issuer. 

9. Subject to the terms and conditions 

of the Order, the Registered Fund would 

seek to sell to the BDC Applicant all of 

the Eligible Assets owned by the 

Registered Fund prior to the expiration 

of the requested Order. The only 

Eligible Assets held by the Registered 

Fund that would not be sold to the BDC 

Applicant would be those that are sold 

in Bona Fide Third-Party Transactions 

to a third party pursuant to Conditions 

3 and 4 below, those that do not satisfy 

the Conditions below, and those that the 

Manager believes would not be 

appropriate for the BDC Applicant to 

acquire based on investment 

considerations, such as concerns about 

credit quality or overconcentration in a 

particular industry sector. 

10. The Manager’s determination to 

sell any particular Eligible Asset of the 

Registered Fund to the BDC Applicant 

would be required to be approved by a 

‘‘Required Majority’’ 4 of the Board of 

each Fund.5 The Applicants note that 

there is no overlap among the directors 

of the Registered Fund and the BDC 

Applicant who are not ‘‘interested 

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

of the Act, of their respective Funds 

(‘‘Independent Directors’’), so that both 

sets of Independent Directors would 

have no conflict of interest in reviewing 

and determining whether to approve 

each Proposed Transaction (defined 

below) undertaken in reliance on the 

requested relief. The Eligible Assets that 

the Manager determines to sell from the 

Registered Fund to the BDC Applicant, 

that satisfy the Conditions below, and 

that are approved for such sale by a 

Required Majority of each Fund are 

referred to hereinafter as the 

‘‘Qualifying Assets,’’ and the proposed 

sales of the Qualifying Assets by the 

Registered Fund to the BDC Applicant 

are referred to hereinafter as the 

‘‘Proposed Transactions.’’ 

11. The Applicants believe that the 

Proposed Transactions would be in the 

best interests of both Funds. The 

Registered Fund earns income on those 

assets that may be Qualifying Assets at 

a rate in excess of the expense 

associated with its outstanding debt and 

preferred stock, and in excess of the rate 

at which it expects it could prudently 

reinvest the proceeds of a sale of 

Qualifying Assets, in light of its 

scheduled termination. As a result, the 

Applicants believe that it would be 

beneficial to the Registered Fund and its 

shareholders to own its assets, including 

Qualifying Assets, for as long as 

practicable before needing to sell them 

in order to repay its debt and wind 

down its operations. The Applicants 

believe that having a known potential 

buyer—the BDC Applicant—for 

substantially all of the Eligible Assets 

would permit the Registered Fund to 

hold and earn a favorable return on such 

assets for a longer period of time than 

if the requested relief was not granted. 

Additionally, a sale of such assets 

directly from the Registered Fund to the 

BDC Applicant would permit the 

Registered Fund to conduct the 

transactions without paying 

intermediary compensation, such as a 

sales commission or a known spread. 

12. The Applicants also believe that 

the BDC Applicant’s acquisition of the 

Qualifying Assets directly from the 

Registered Fund would be in the best 

interests of the BDC Applicant and its 

shareholders. The Manager believes that 

the Proposed Transactions would 

benefit the BDC Applicant and its 

shareholders because the BDC 

Applicant is growing, is familiar with 

the assets held in the Registered Fund’s 

portfolio,6 would have an interest in 

acquiring all or a portion of the 

Registered Fund’s Eligible Assets, and 

could do so without paying any 

commission or spread. 

13. As of September 30, 2014, 

approximately 97.8% by value of the 

Eligible Assets were owned by both 

Funds and were valued identically. 

Each of the Funds employs the same 

valuation methods, policies, and 


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63656 Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 

7The Funds’ valuation policies and procedures 

differ with respect to the procedures to obtain 

approvals from their respective Boards, but those 

differences are immaterial for purposes of the 

requested relief. 

8As described in the application, the Applicants 

proposed the ranges specified in Condition 4 below 

based on the results of forensic testing that 

compared the sale prices of assets to their most 

recent valuations over a period of several years. 

9See note 7, supra. 

10The Applicants note that the asset sale amounts 

set forth in Condition 3 below seek to balance the 

interest of the Funds in transacting with each other 

for as much of the Qualifying Assets as possible 

against the interest of ensuring that the Bona Fide 

Third-Party Transactions are executed at a genuine 

and current market price. The Applicants believe 

that the Bona Fide Third-Party Transactions would 

achieve an appropriate balance by providing for a 

sale of a portion of the Qualifying Asset in an 

amount approximating what the Manager believes 

is, for this type of asset, a bid size that will attract 

sufficient attention from the institutional debt 

market. The Manager believes that the dollar and 

percentage amounts set forth in Condition 3 below 

will result in the sale of a sufficiently large amount 

of each Qualifying Asset to obtain a representative 

market price for the asset. 

procedures, which have been reviewed 

and approved by each Fund’s Board.7

Each Fund’s Independent Directors 

review and approve the valuations 

quarterly. 

14. Before selling a Qualifying Asset 

to the BDC Applicant in reliance on the 

requested relief, the Registered Fund 

would establish a bona fide market price 

by selling an institutional-sized portion 

of the Qualifying Asset, as prescribed in 

Conditions 3 and 6 below, to an 

independent third-party buyer at arm’slength. Such third-party transactions are 

defined in the application as ‘‘Bona Fide 

Third-Party Transactions.’’ Applicants 

will be able to enter into a Proposed 

Transaction in reliance on the requested 

Order only if the price of the related 

Bona Fide Third-Party Transaction falls 

within a certain range above or below 

the Registered Fund’s valuation of the 

relevant Qualifying Asset, as described 

in Condition 4.8 In such cases, the BDC 

Applicant would contemporaneously 

pay the same price in the Proposed 

Transaction for the balance of the asset 

held by the Registered Fund (less any 

intermediary compensation, such as a 

sales commission or known spread, paid 

by the Registered Fund on the Bona 

Fide Third-Party Transaction). 

15. Finally, the Manager would be 

required to represent to the Independent 

Directors of each Fund that it has no 

reason to believe that the sale price of 

the Qualifying Asset in each Bona Fide 

Third-Party Transaction does not 

reasonably approximate (on a pro rata 

basis) the sale price of such Qualifying 

Asset—had the Registered Fund’s entire 

interest been sold—and that, in the 

Manager’s judgment, the Proposed 

Transaction would not preclude the 

BDC Applicant from acquiring an asset 

more beneficial to its shareholders’ 

interests. 

Applicants’ Legal Analysis 

1. The Applicants request an Order 

under sections 6(c), 17(b), and 57(c) of 

the Act granting them exemptive relief 

from sections 17(a) and 57(a) of the Act 

in order to permit the Registered Fund 

to sell to the BDC Applicant the 

Qualifying Assets. 

2. Section 17(a)(2) of the Act generally 

prohibits an affiliated person of a 

registered investment company, acting 

as principal, from purchasing from such 

company any security or other property. 

Section 2(a)(3)(C) of the Act defines an 

‘‘affiliated person’’ of another person to 

include any person directly or indirectly 

controlling, controlled by, or under 

common control with, the other person. 

Section 57(a)(1) of the Act generally 

prohibits a person related to the BDC in 

a manner described in section 57(b) 

from selling any security or other 

property to such BDC. Section 57(b) 

includes, among others, any person 

directly or indirectly controlling, 

controlled by, or under common control 

with the BDC. By virtue of being under 

the common control of the Manager or 

common executive officers, the BDC 

Applicant could be viewed as an 

affiliated person of the Registered Fund 

within the meaning of section 2(a)(3)(C), 

and the Registered Fund could be 

viewed as a person related to the BDC 

Applicant within the meaning of section 

57(b). Consequently, section 17(a)(2) 

would prohibit the BDC Applicant from 

purchasing the Qualifying Assets from 

the Registered Fund, and section 

57(a)(1) would prohibit the Registered 

Fund from selling the Qualifying Assets 

to the BDC Applicant. 

3. Sections 17(b) and 57(c) of the Act 

authorize the Commission upon 

application to exempt a transaction from 

the prohibitions of sections 17(a)(2) and 

57(a)(1), respectively, if the evidence 

establishes that (1) the terms of the 

proposed transaction, including the 

consideration to be paid or received, are 

reasonable and fair and do not involve 

overreaching on the part of any person 

concerned; (2) the proposed transaction 

is consistent with the policy of each 

registered investment company or 

business development company 

involved; and (3) the proposed 

transaction is consistent with the 

general purposes of the Act. Section 6(c) 

authorizes the Commission upon 

application to conditionally or 

unconditionally exempt any person or 

transaction or any class or classes of 

persons or transactions from any 

provision or provisions of the Act or of 

any rule or regulation thereunder, 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. 

4. Applicants state that the Proposed 

Transactions satisfy the standards of 

sections 6(c), 17(b), and 57(c) of the Act. 

Applicants believe that the proposed 

safeguards described in the application 

provide a basis for the Commission to 

conclude that the Proposed 

Transactions will satisfy such standards. 

5. The Applicants believe the terms of 

the Proposed Transactions would 

benefit both Funds and are in the best 

interests of their respective 

shareholders. The Applicants also 

believe that the fact that the Proposed 

Transactions would involve 

substantially all of the Eligible Assets 

held by the Registered Fund would 

serve to reduce any potential for 

overreaching. The Applicants further 

point to the fact that both Funds already 

own many of the same Eligible Assets 

and have the same valuation methods, 

policies, and procedures, which have 

been approved by each Fund’s Board.9

6. The Applicants also state that, 

before selling any Qualifying Assets to 

the BDC Applicant in reliance on the 

requested Order, the Registered Fund 

would be required to establish a bona 

fide market price for the Qualifying 

Asset by executing a Bona Fide ThirdParty Transaction in that asset, as 

prescribed in Conditions 3 and 6 

below.10 The price for such Bona Fide 

Third-Party Transaction would be 

required to fall within a certain range 

above or below the Registered Fund’s 

valuation of the relevant Qualifying 

Asset, as described in Condition 4 

below, in order for a Proposed 

Transaction to occur in reliance on the 

requested Order. The Applicants believe 

that these price range constraints will 

help to ensure that the sale is fair and 

approximates the appropriate price of 

each Qualifying Asset, while 

recognizing that it is unlikely that the 

sale price of each Qualifying Asset will 

be exactly the same as the value 

assigned by the Registered Fund to such 

Qualifying Asset. 

7. Finally, the Proposed Transactions 

will be presented to the Required 

Majority of each Fund and must be 

approved by such Required Majority in 

order to be consummated. The Required 

Majority of each Fund will be required 

specifically to consider the effect that 

each such transaction, and such 

transactions taken together, would have 


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Federal Register / Vol. 79, No. 206 / Friday, October 24, 2014 / Notices 63657 

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

2 17 CFR 240.19b–4. 

on the investment advisory fees paid by 

the relevant Fund. 

Applicants’ Conditions 

Applicants agree that the Order 

granting the requested relief will be 

subject to the following Conditions: 

1. The Registered Fund will sell to the 

BDC Applicant, prior to the expiration 

of the requested Order, all of the 

Qualifying Assets owned by the 

Registered Fund. In approving any 

Proposed Transaction under the 

requested Order, the Required Majority 

of each Fund will be required 

specifically to consider the effect that 

such transaction, and the Proposed 

Transactions taken together, would have 

on the investment advisory fees paid by 

the relevant Fund. If any Eligible Assets 

are acquired in follow-on investments 

made after the date the Order was 

granted, the Manager will document 

contemporaneously why it believes each 

follow-on investment helps protect the 

assets previously owned by the 

Registered Fund to which the follow-on 

investment relates. 

2. Each of the Eligible Assets shall 

have been subject to periodic valuation 

in accordance with methods adopted 

and reviewed at least annually by the 

independent directors, as defined in 

section 2(a)(19) of the 1940 Act, of each 

Fund in accordance with rule 38a–1 

under the 1940 Act. 

3. The Registered Fund shall have 

sold in Bona Fide Third-Party 

Transactions subject to broad market 

exposure or competitive bidding to 

independent third-party buyers (none of 

whom are the issuer of the respective 

asset to the knowledge of the Applicants 

or are affiliated persons of the 

Applicants under the 1940 Act) (i) for 

each Qualifying Asset valued at greater 

than $10 million, at least the greater of 

(A) 10% of the holdings by the 

Registered Fund of each Qualifying 

Asset or (B) $5,000,000 in proceeds of 

such Qualifying Asset or (ii) for each 

Qualifying Asset valued at $10,000,000 

or less, at least 30% of the holdings by 

the Registered Fund of each Qualifying 

Asset. 

4. In any transaction between the 

Funds under the requested Order, (i) the 

trade date for sale to the BDC Applicant 

shall be the same as the trade date for 

the independent sale of a portion of the 

Qualifying Asset under Condition 3, (ii) 

the transaction price shall be such 

independent sale price less any 

intermediary compensation, such as a 

sales commission or known spread, paid 

by the Registered Fund in the open 

market sale, (iii) 66.7%, or two-thirds, of 

the transactions will have a sale price 

within 1.5% of the fair value most 

recently assigned by the Registered 

Fund pursuant to its valuation methods, 

policies, and procedures, and 100% of 

the transactions will have a sale price in 

the market within 2.5% of the fair value 

most recently assigned by the Registered 

Fund pursuant to its valuation methods, 

policies, and procedures (iv) the 

Manager shall represent to the 

Independent Directors of the Registered 

Fund and the BDC Applicant that it has 

no reason to believe that the sale price 

received by the Registered Fund 

pursuant to Condition 3 above does not 

reasonably approximate (on a pro rata 

basis) the sale price that would have 

been received by the Registered Fund 

had the Registered Fund’s entire interest 

been sold in such transaction and that, 

in the Manager’s judgment, the 

Proposed Transaction between the 

Funds would not, at the time of such 

transaction, preclude the BDC Applicant 

from acquiring an asset more beneficial 

to its shareholders’ interests, and (v) the 

price shall be payable in cash at 

settlement. 

5. Any transaction under the 

requested Order involving Eligible 

Assets jointly owned under the CoInvestment Order (including a decision 

not to include an Eligible Asset as a 

Qualifying Asset) shall comply with the 

terms and conditions of the CoInvestment Order, as applicable. 

6. No Proposed Transaction or Bona 

Fide Third-Party Transaction shall 

involve any consideration other than 

cash payment against prompt delivery 

of Qualifying Assets. No brokerage 

commission, fee, or other remuneration 

shall be paid in connection with any 

Proposed Transaction. A Bona Fide 

Third-Party Transaction may include 

customary transaction expenses paid to 

persons who are not affiliated persons of 

the Applicants, but no Bona Fide ThirdParty Transaction will involve any 

arrangement, understanding, or any 

direct or indirect quid pro quo that goes 

beyond the market terms of such 

transaction. No Bona Fide Third-Party 

Transaction shall involve any 

arrangement or understanding directed 

at facilitating the Applicants’ reliance 

on the requested Order. For any Bona 

Fide Third-Party Transaction, the 

Registered Fund will not knowingly sell 

any Qualifying Asset to the issuer of 

such asset. The Applicants will not 

attempt to circumvent the above 

restrictions by entering into any 

arrangements or understandings that are 

economically similar to the ones 

proscribed by the above restrictions. 

7. The Registered Fund and the BDC 

Applicant shall maintain records 

demonstrating satisfaction of each of the 

foregoing Conditions in the manner and 

for the periods set forth in rule 17a–7(g) 

under the 1940 Act. 

8. The requested Order, if granted, 

shall expire upon the earlier of the date 

of termination of TOF or October 10, 

2018. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25302 Filed 10–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73391; File No. SR–FICC– 

2014–07] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Filing of Proposed Rule Change To 

Amend the Clearing Rules of the 

Mortgage-Backed Securities Division 

To Establish a Membership Category 

and Minimum Financial Requirements 

for Insured Credit Unions 

October 20, 2014. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

15, 2014, Fixed Income Clearing 

Corporation (‘‘FICC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by FICC. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The purpose of this filing is to amend 

the Clearing Rules (the ‘‘Rules’’) of the 

Mortgage-Backed Securities Division 

(‘‘MBSD’’) of FICC in order to establish 

a membership category and financial 

minimum requirements for insured 

credit unions. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

FICC included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 


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