69890 Federal Register / Vol. 79, No. 226 / Monday, November 24, 2014 / Notices 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 17Ac2–1 (17 CFR 

240.17Ac2–1) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (‘‘Exchange Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 17Ac2–1, pursuant to Section 

17A(c) of the Exchange Act, generally 

requires transfer agents to register with 

their Appropriate Regulatory Agency 

(‘‘ARA’’), whether the Commission, the 

Comptroller of the Currency, the Board 

of Governors of the Federal Reserve 

System, the Federal Deposit Insurance 

Corporation, or the Office of Thrift 

Supervision, and to amend their 

registrations if the information becomes 

inaccurate, misleading, or incomplete. 

Rule 17Ac2–1, pursuant to Section 

17A(c) of the Exchange Act, generally 

requires transfer agents for whom the 

Commission is the transfer agent’s 

Appropriate Regulatory Agency 

(‘‘ARA’’), to file an application for 

registration with the Commission on 

Form TA–1 and to amend their 

registrations under certain 

circumstances. 

Specifically, Rule 17Ac2–1 requires 

transfer agents to file a Form TA–1 

application for registration with the 

Commission where the Commission is 

their ARA. Such transfer agents must 

also amend their Form TA–1 if the 

existing information on their Form TA– 

1 becomes inaccurate, misleading, or 

incomplete within 60 days following the 

date the information became inaccurate, 

misleading or incomplete. Registration 

filings on Form TA–1 and amendments 

thereto must be filed with the 

Commission electronically, absent an 

exemption, on EDGAR pursuant to 

Regulation S–T (17 CFR 232). 

The Commission annually receives 

approximately 174 filings on Form TA– 

1 from transfer agents required to 

register as such with the Commission. 

Included in this figure are 

approximately 164 amendments made 

annually by transfer agents to their 

Form TA–1 as required by Rule 17Ac2– 

1(c) to address information that has 

become inaccurate, misleading, or 

incomplete and approximately 10 new 

applications by transfer agents for 

registration on Form TA–1 as required 

by Rule 17Ac2–1(a). Based on past 

submissions, the staff estimates that on 

average approximately twelve hours are 

required for initial completion of Form 

TA–1 and that on average one and onehalf hours are required for an 

amendment to Form TA–1 by each such 

firm. Thus, the subtotal burden for new 

applications for registration filed on 

Form TA–1 each year is 120 hours (12 

hours times 10 filers) and the subtotal 

burden for amendments to Form TA–1 

filed each year is 246 hours (1.5 hours 

times 164 filers). The cumulative total is 

366 burden hours per year (120 hours 

plus 246 hours). 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including the use of 

automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted 

within 60 days of this publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Pamela Dyson, Acting Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: November 18, 2014. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–27695 Filed 11–21–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31338; File No. 812–13980] 

TPG Specialty Lending, Inc., et al.; 

Notice of Application 

November 18, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order pursuant to sections 57(a)(4) and 

57(i) of the Investment Company Act of 

1940 (the ‘‘Act’’) and rule 17d–1 under 

the Act permitting certain joint 

transactions otherwise prohibited by 

section 57(a)(4) of the Act. 

SUMMARY: Summary of Application: 

Applicants request an order to permit a 

business development company 

(‘‘BDC’’) to co-invest in portfolio 

companies with affiliated investment 

funds. 

APPLICANTS: TPG Specialty Lending, 

Inc. (the ‘‘Company’’); TSL Advisers, 

LLC (‘‘TSL Advisers’’); TPG 

Opportunities Partners II (A), L.P., TPG 

Opportunities Partners II (B), L.P., TPG 

Opportunities Partners II (C), L.P., TPG 

Opportunities Partners III (A), L.P., TPG 

Opportunities Partners III (B), L.P., TPG 

Opportunities Partners III (C), L.P., 

Super TAO MA, L.P., TSSP Adjacent 

Opportunities Partners, L.P., TSSP 

Adjacent Opportunities Partners (A), 

L.P., TPG Partners VI, L.P., TPG FOF 

VI–A, L.P., and TPG FOF VI–B, L.P. 

(together, the ‘‘Existing Affiliated 

Funds’’); and, TPG Opportunities 

Advisers, LLC, TPG Opportunities II 

Management, LLC, TPG Opportunities 

III Management, LLC, TSSP Adjacent 

Opportunities Management, LLC, TPG 

Capital Advisors, LLC, and TPG VI 

Management, LLC (collectively, 

‘‘Existing Advisers to Affiliated 

Funds’’). 

DATES: Filing Dates: The application was 

filed on November 23, 2011, and 

amended on April 23, 2013, September 

17, 2013, January 23, 2014, May 6, 2014, 

and September 11, 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 December 15, 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: Secretary, 

U.S. Securities and Exchange 

Commission, 100 F St. NE., Washington, 

DC 20549–1090. Applicants: TPG 

Capital Advisors, LLC, 301 Commerce 

Street, Suite 3300, Fort Worth, TX 

76102. 

FOR FURTHER INFORMATION CONTACT: Jaea 

F. Hahn, Senior Counsel, at (202) 551– 

6870 or David P. Bartels, Branch Chief, 


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

purpose of making investments in securities 

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

Act and makes available significant managerial 

assistance with respect to the issuers of such 

securities. 

2The Company’s ‘‘Objectives and Strategies’’ 

means its investment objectives and strategies, as 

described in its registration statement on Form N– 

2, other filings the Company has made with the 

Commission under the Securities Act of 1933 (the 

‘‘Securities Act’’), or under the Securities Exchange 

Act of 1934, as amended, and the Company’s 

reports to shareholders. 

3Applicants define ‘‘Middle Market Issuers’’ as 

companies that have annual earnings before 

interest, income taxes, depreciation and 

amortization of $10 million to $250 million. 

4No Independent Director will have any direct or 

indirect financial interest in any Co-Investment 

Transaction or any interest in any portfolio 

company, other than an interest (if any) in the 

securities of the Company. 

5Applicants represent that the TPG Founders are 

the sole shareholders of the ultimate general partner 

of entities that indirectly hold all of the voting 

power of each Adviser. 6 ‘‘Affiliated Fund’’ means any Existing Affiliated 

Fund or any entity (a) whose investment adviser is 

an Adviser, (b) that would be an investment 

company but for section 3(c)(1) or 3(c)(7) of the Act, 

and (c) will have investment objectives and 

strategies similar to those of the Company or an 

Existing Affiliated Fund. The term ‘‘Adviser’’ 

means TSL Advisers and the Existing Advisers to 

Affiliated Funds, and any future investment adviser 

that controls, is controlled by or under common 

control with TSL Advisers and is registered under 

the Advisers Act. 

7All existing entities that currently intend to rely 

upon 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. 

8A Follow-On Investment may not itself fall 

within the definition of an Origination Opportunity; 

however, applicants intend to treat any additional 

investments in an issuer in the same manner as the 

Origination Opportunity giving rise to the FollowOn Investment. Applicants believe that once the 

Company has an investment in an issuer pursuant 

to an Origination Opportunity, it is fair and 

appropriate for any additional investments in such 

issuer under the Co-Investment Program to be 

subject to the Company’s Allocation Preference. 

9The term ‘‘Legal Department’’ refers to the 

supervised persons (as defined by the Advisers Act) 

of the Advisers who provide legal services and 

advice to the Advisers. Applicants state that, as a 

group of entities under common control, the 

Advisers all share the services of the Legal 

Department. As such, the Legal Department acts on 

behalf of the Advisers, and actions taken, or not 

taken, and determinations made by the Legal 

Department for purposes of complying with the 

terms and conditions of this application will be 

attributed to each of the Advisers. 

10Applicants represent that, as part of the 

Advisers’ written policies and procedures, the Legal 

Continued 

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 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 is a Delaware 

corporation organized as a closed-end 

management investment company that 

has elected to be regulated as a BDC 

under section 54(a) of the Act.1 The 

Company’s Objectives and Strategies 2

are to generate current income and 

capital appreciation through direct 

investments in senior secured loans, 

mezzanine loans and, to a lesser extent, 

equity securities, of U.S. domiciled 

Middle Market Issuers.3 The Company 

is managed under the direction of a 

board of directors (‘‘Board’’) consisting 

of five members, three of whom are not 

‘‘interested persons’’ as defined in 

section 2(a)(19) of the Act 

(‘‘Independent Directors’’).4 TSL 

Advisers, a Delaware limited liability 

company registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’), serves 

as investment adviser to the Company. 

2. Each of the Existing Affiliated 

Funds is a private investment fund 

relying on the exception from the 

definition of ‘‘investment company’’ 

under the Act provided in section 

3(c)(1) or 3(c)(7). The Existing Advisers 

to Affiliated Funds serve as the 

investment advisers to the Existing 

Affiliated Funds. Each of the Existing 

Advisers to Affiliated Funds is 

organized as a Delaware limited liability 

company and registered as an 

investment adviser under the Advisers 

Act. 

3. Applicants state that TSL Advisers 

and the Existing Advisers to Affiliated 

Funds are under common control 

because they are each under the indirect 

control of David Bonderman and James 

Coulter (the ‘‘TPG Founders’’).5

4. Applicants seek an order (‘‘Order’’) 

to permit the Company, on the one 

hand, and any Affiliated Fund,6 on the 

other hand, to participate in the same 

Origination Opportunities and FollowOn Investments where such 

participation would otherwise be 

prohibited under section 57(a)(4) and 

the rules under the Act (‘‘Co-Investment 

Program’’). ‘‘Co-Investment 

Transaction’’ means any transaction in 

an Origination Opportunity or any 

Follow-On Investment in which the 

Company (or any Wholly-Owned 

Investment Subsidiary of the Company, 

defined below) participated together 

with one or more Affiliated Funds in 

reliance on the Order. ‘‘Potential CoInvestment Transaction’’ means any 

investment opportunity in an 

Origination Opportunity or Follow-On 

Investment in which the Company (or 

any Wholly-Owned Investment 

Subsidiary) could not participate 

together with an Affiliated Fund 

without obtaining and relying on the 

Order.7 An ‘‘Origination Opportunity’’ 

is (a) an investment opportunity 

wherein the investing fund would 

underwrite and provide the initial 

funding for a loan to a Middle Market 

Issuer (as opposed to purchasing the 

loan from another party) and (b) any 

related opportunity to invest in equity, 

options, warrants, conversion rights or 

other equity-related instruments as part 

of the same transaction. A ‘‘Follow-On 

Investment’’ is any investment in an 

issuer in which the Company and one 

or more Affiliated Funds have 

completed a Co-Investment Transaction 

(defined below) and in which the 

Company remains invested at the time 

the investment opportunity arises. 

5. Applicants state that, pursuant to 

written policies and procedures that 

each of the Advisers has adopted, the 

Company has the right to determine its 

level of participation in an Origination 

Opportunity or an opportunity for 

Follow-On Investment before the 

Advisers allocate any portion of such 

opportunity to another client. According 

to Applicants, this means that the 

Company may choose to participate to 

the full extent of an Origination 

Opportunity or opportunity for FollowOn Investment, with the Affiliated 

Funds receiving no allocation of that 

opportunity, or may choose a lower 

amount of participation, with the 

remainder of the opportunity only then 

being offered to the Affiliated Funds. 

This arrangement is referred to in the 

application as the Company’s 

‘‘Allocation Preference.’’ 8 Applicants 

state that the Company disclosed the 

Allocation Preference to investors in its 

private placement memorandum and 

registration statement on Form N–2, and 

represent that the Allocation Preference 

will not be changed. 

6. Applicants represent that each 

Adviser has adopted procedures to 

ensure that each Origination 

Opportunity identified by any Adviser 

and each Follow-On investment is first 

offered to the Company. Applicants 

state that the first step once an 

investment opportunity is identified by 

any Adviser is for the Legal Department 

to be advised of the opportunity and 

assess whether the investment 

opportunity is within the Company’s 

Allocation Preference.9 Applicants 

assert that the determinations and 

referral process is an objective and 

mechanical process with no discretion 

involved.10 The Company will not be 


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Department’s determination with regard to each 

investment opportunity will be documented in TSL 

Adviser’s allocation log. 

11The term ‘‘Wholly-Owned Investment 

Subsidiary’’ means an entity (a) whose sole 

business purpose is to hold one or more 

investments on behalf of the Company; (b) that is 

wholly-owned by the Company (with the Company 

at all times holding, beneficially and of record, 

100% of the voting and economic interests); (c) 

with respect to which the Company’s Board has the 

sole authority to make all determinations with 

respect to participation under the conditions of the 

application; (d) that does not pay a separate 

advisory fee, including any performance-based fee, 

to any person; and (e) that would be an investment 

company but for section 3(c)(1) or 3(c)(7) of the Act. 

obligated to invest, or co-invest, when 

Origination Opportunities or Follow-On 

Investments are referred to it. 

7. Once the Legal Department has 

determined that an opportunity is an 

Origination Opportunity or potential 

Follow-On Investment, TSL Advisers 

will make an independent 

determination of the appropriateness of 

the investment for the Company, as 

required under condition 1. If TSL 

Advisers deems the Company’s 

participation in such investment to be 

appropriate, it will then determine an 

appropriate size of the Company’s 

investment. In selecting investments for 

the Company, TSL Advisers will 

consider only the Objectives and 

Strategies, investment policies, 

investment positions, capital available 

for investment, and other pertinent 

factors applicable to the Company. 

Although the Company has an 

Allocation Preference over all 

Origination Opportunities and FollowOn Investments, the Affiliated Funds 

have investment strategies that could 

result in particular Origination 

Opportunities being attractive and 

appropriate for one or more of them as 

well as for the Company. Under the CoInvestment Program, if the amount of 

the investment opportunity were to 

exceed the amount TSL Advisers 

determined was appropriate for the 

Company to invest, then the excess 

amount would be offered to one or more 

Affiliated Funds as a Potential CoInvestment Transaction. When 

determining if an Affiliated Fund 

should participate in a Potential CoInvestment Transaction offered to it, the 

applicable Adviser will review the 

Potential Co-Investment Transaction for 

each Affiliated Fund that it advises 

based only upon the investment 

objectives, investment policies, 

investment position, capital available 

for investment, and other pertinent 

factors applicable to that particular 

investing entity. 

8. Other than pro rata dispositions as 

provided in condition 6, and after 

making the determinations required in 

conditions 1 and 2(a), TSL Advisers will 

present each Potential Co-Investment 

Transaction and the proposed allocation 

to the directors of the Board eligible to 

vote under section 57(o) of the Act 

(‘‘Eligible Directors’’), and the ‘‘required 

majority,’’ as defined in section 57(o) of 

the Act (‘‘Required Majority’’), will 

approve each Co-Investment 

Transaction prior to any investment by 

the Company. 

9. With respect to the pro rata 

dispositions provided in condition 6, 

the Company may participate in a pro 

rata disposition without obtaining prior 

approval of the Required Majority if, 

among other things: (i) The proposed 

participation of the Company and the 

participating Affiliated Fund in such 

disposition is proportionate to its 

outstanding investments in the issuer 

immediately preceding the disposition, 

as the case may be; and (ii) the Board 

has approved the Company’s 

participation in pro rata dispositions as 

being in the best interests of the 

Company. If the Board does not so 

approve, any such dispositions will be 

submitted to the Company’s Eligible 

Directors. The Board may at any time 

rescind, suspend or qualify its approval 

of pro rata dispositions with the result 

that all dispositions must be submitted 

to the Eligible Directors. 

10. Applicants state that the Company 

may, from time to time, form one or 

more Wholly-Owned Investment 

Subsidiaries.11 Such a subsidiary would 

be prohibited from investing in a CoInvestment Transaction with an 

Affiliated Fund because it would be a 

company controlled by the Company for 

purposes of section 57(a)(4) and rule 

17d-1. Applicants request that each 

Wholly-Owned Investment Subsidiary 

be permitted to participate in CoInvestment Transactions in lieu of the 

Company and that the Wholly-Owned 

Investment Subsidiary’s participation in 

any such transaction be treated, for 

purposes of the requested order, as 

though the Company were participating 

directly. Applicants represent that this 

treatment is justified because a WhollyOwned Investment Subsidiary would 

have no purpose other than serving as 

a holding vehicle for the Company’s 

investments and, therefore, no conflicts 

of interest could arise between the 

Company and the Wholly-Owned 

Investment Subsidiary. The Company’s 

Board would make all relevant 

determinations under the conditions 

with regard to a Wholly-Owned 

Investment Subsidiary’s participation in 

a Co-Investment Transaction, and the 

Company’s Board would be informed of, 

and take into consideration, any 

proposed use of a Wholly-Owned 

Investment Subsidiary in the Company’s 

place. If the Company proposes to 

participate in the same Co-Investment 

Transaction with any of its WhollyOwned Investment Subsidiaries, the 

Board will also be informed of, and take 

into consideration, the relative 

participation of the Company and the 

Wholly-Owned Investment Subsidiary. 

Applicants’ Legal Analysis 

1. Section 57(a)(4) of the Act prohibits 

certain affiliated persons of a BDC from 

participating in joint transactions with 

the BDC (or a company controlled by 

such BDC) in contravention of rules as 

prescribed by the Commission. Under 

section 57(b)(2) of the Act, any person 

who is directly or indirectly controlling, 

controlled by, or under common control 

with a BDC is subject to section 57(a)(4). 

Section 57(i) of the Act provides that, 

until the Commission prescribes rules 

under section 57(a)(4), the 

Commission’s rules under section 17(d) 

of the Act applicable to registered 

closed-end investment companies will 

be deemed to apply to transactions 

subject to section 57(a)(4). Because the 

Commission has not adopted any rules 

under section 57(a)(4), rule 17d–1 

applies to joint transactions with the 

Company because it is a BDC. 

2. Rule 17d–1 under the Act prohibits 

affiliated persons of a registered 

investment company from participating 

in joint transactions with the company 

unless the Commission has granted an 

order permitting such transactions. In 

passing upon applications under rule 

17d–1, the Commission considers 

whether the company’s participation 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. 

3. Co-Investment Transactions would 

be prohibited by section 57(a)(4) and 

rule 17d–1 without a prior exemptive 

order of the Commission to the extent 

that the Affiliated Funds fall within the 

category of persons described by section 

57(b) vis-a`-vis the Company. Applicants 

state that Company’s ability to complete 

Co-Investment Transactions in portfolio 

companies will increase favorable 

investment opportunities for the 

Company. 

4. Applicants believe that CoInvestment Transactions would 

necessarily be fair to the Company 

because they would only occur if TSL 

Advisers determined that the 

investment opportunity exceeded the 

Company’s desired investment in the 


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opportunity. Applicants believe that the 

proposed terms and conditions will 

ensure that the terms on which CoInvestment Transactions may be made 

are consistent with the participation of 

the Company being on a basis that is 

neither different from nor less 

advantageous than other participants, 

thus protecting the shareholders of the 

Company from being disadvantaged, 

and are consistent with the purposes 

intended by the policies and provisions 

of the Act. 

Applicants’ Conditions 

Applicants agree that the Order 

granting the requested relief will be 

subject to the following conditions: 

1. The Company will receive an 

Allocation Preference with respect to all 

Origination Opportunities and potential 

Follow-On Investments. The Advisers 

will ensure that TSL Advisers and the 

Company are notified of all Origination 

Opportunities. Each time TSL Advisers 

considers a Potential Co-Investment for 

the Company, it will make an 

independent determination of the 

appropriateness of the investment for 

the Company in light of the Company’s 

then-current circumstances. 

2. (a) If TSL Advisers deems the 

Company’s participation in any 

Potential Co-Investment Transaction to 

be appropriate for the Company, it will 

then determine an appropriate level of 

investment for the Company. 

(b) The Company has the right to 

participate in the Potential CoInvestment Transaction to the full 

extent TSL Advisers deems appropriate, 

and the participating Affiliated Funds 

will be allocated the remaining excess 

amount. 

(c) After making the determinations 

required in conditions 1 and 2(a) above, 

TSL Advisers will distribute written 

information concerning the Potential 

Co-Investment Transaction, including 

the amounts proposed to be invested by 

the Affiliated Funds, to the Eligible 

Directors for their consideration. The 

Company will co-invest with one or 

more Affiliated Funds only if, prior to 

the Company’s and any Affiliated 

Fund’s participation in the CoInvestment Transaction, a Required 

Majority concludes that: 

(i) The terms of the transaction, 

including the consideration to be paid, 

are reasonable and fair and do not 

involve overreaching in respect of the 

Company or its shareholders on the part 

of any person concerned; 

(ii) the transaction is consistent with: 

(A) The interests of the shareholders 

of the Company; and 

(B) the Company’s then-current 

Objectives and Strategies; 

(iii) the investment by the Affiliated 

Fund(s) would not disadvantage the 

Company, and participation by the 

Company is not on a basis different from 

or less advantageous than that of an 

Affiliated Fund; provided that, if an 

Affiliated Fund, but not the Company, 

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 will not be interpreted to 

prohibit the Required Majority from 

reaching the conclusions required by 

this condition (2)(c)(iii), if: 

(A) The Eligible Directors will have 

the right to ratify the selection of such 

director or board observer, if any; 

(B) the applicable Adviser agrees to, 

and does, provide periodic reports to 

the Company’s Board with respect to the 

actions of the director or the 

information received by the board 

observer or obtained through the 

exercise of any similar right to 

participate in the governance or 

management of the portfolio company; 

and 

(C) any fees or other compensation 

that the Affiliated Fund or any affiliated 

person of an Affiliated Fund receives in 

connection with the right of the 

Affiliated Fund to nominate a director 

or appoint a board observer or otherwise 

to participate in the governance or 

management of the portfolio company 

will be shared proportionately among 

the Affiliated Fund (which may, in turn, 

share its portion with its affiliated 

persons) and the Company in 

accordance with the amount of each 

party’s investment; and 

(iv) the proposed investment by the 

Company will not benefit any Adviser, 

Affiliated Fund or any affiliated person 

thereof (other than the participating 

Affiliated Funds), except (A) to the 

extent permitted by condition 12, (B) to 

the extent permitted by section 17(e) or 

57(k) of the Act, as applicable, (C) in the 

case of fees or other compensation 

described in condition 2(c)(iii)(C), or (D) 

indirectly, as a result of an interest in 

the securities issued by one of the 

parties to the Co-Investment 

Transaction. 

3. The Company has the right to 

decline to participate in any Potential 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. Except for Follow-On Investments 

made in accordance with condition 7, 

the Company will not invest in reliance 

on the Order in any issuer in which any 

Affiliated Fund or any affiliated person 

of an Affiliated Fund is an existing 

investor. 

5. The Company will not participate 

in any Potential Co-Investment 

Transaction unless the terms, 

conditions, price, class of securities to 

be purchased, settlement date, and 

registration rights will be the same for 

the Company as for the participating 

Affiliated Funds. The grant to an 

Affiliated Fund, but not the Company, 

of the right to nominate a director for 

election to a portfolio company’s board 

of directors, the right to have an 

observer on the board of directors or 

similar rights to participate in the 

governance or management of the 

portfolio company will not be 

interpreted so as to violate this 

condition 5, if conditions 2(c)(iii)(A), (B) 

and (C) are met. 

6. (a) If any of the Affiliated Funds 

elects to sell, exchange or otherwise 

dispose of an interest in a security that 

was acquired by the Company and such 

Affiliated Fund in a Co-Investment 

Transaction, then: 

(i) The relevant Adviser will notify 

the Company of the proposed 

disposition at the earliest practical time; 

and 

(ii) TSL Advisers will formulate a 

recommendation as to participation by 

the Company in the disposition. 

(b) The Company will have the right 

to participate in such disposition on a 

proportionate basis, at the same price 

and on the same terms and conditions 

as those applicable to the participating 

Affiliated Fund(s). 

(c) The Company may participate in 

such disposition without obtaining prior 

approval of the Required Majority if: (i) 

The proposed participation of the 

Company and each participating 

Affiliated Fund in such disposition is 

proportionate to its outstanding 

investment in the issuer immediately 

preceding the disposition; (ii) the Board 

has approved as being in the best 

interests of the Company the ability to 

participate in such dispositions on a pro 

rata basis (as described in greater detail 

in the application); and (iii) the Board 

is provided on a quarterly basis with a 

list of all dispositions made in 

accordance with this condition. In all 

other cases, TSL Advisers will provide 

its written recommendation as to the 

Company’s participation to the Eligible 

Directors, and the Company will 

participate in such disposition solely to 

the extent that a Required Majority 

determines that it is in the Company’s 

best interests. 

(d) The Company and each 

participating Affiliated Fund will bear 

its own expenses in connection with 

any such disposition. 

7. (a) If any Affiliated Fund desires to 

make a Follow-On Investment then: 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
69894 Federal Register / Vol. 79, No. 226 / Monday, November 24, 2014 / Notices 

(i) The relevant Adviser will notify 

the Company of the proposed 

transaction at the earliest practical time; 

and 

(ii) TSL Advisers will formulate a 

recommendation as to the proposed 

participation, including the amount of 

the proposed Follow-On Investment, by 

the Company. 

(b) The Company has the right to 

participate in the Follow-On Investment 

to the full extent TSL Advisers deems 

appropriate, and the participating 

Affiliated Funds will be allocated the 

remaining excess amount. 

(c) TSL Advisers will provide its 

written recommendation as to the 

Company’s participation to the Eligible 

Directors, and the Company will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Company’s best interest. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

8. The Independent Directors will be 

provided quarterly for review all 

information concerning Potential CoInvestment Transactions and CoInvestment Transactions, including 

investments made by an Affiliated Fund 

that the Company participated in and 

investments made by an Affiliated Fund 

that the Company considered but 

declined to co-invest in, so that the 

Independent Directors may determine 

whether all investments made during 

the preceding quarter, including those 

investments that the Company 

considered but declined to participate 

in, comply with the conditions of the 

Order. In addition, the Independent 

Directors will consider at least annually 

the continued appropriateness for the 

Company of participating in new and 

existing Co-Investment Transactions. 

9. The Company will maintain the 

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

the Act as if each of the investments 

permitted under these conditions were 

approved by the Required Majority 

under section 57(f). 

10. No Independent Director will also 

be a director, general partner, managing 

member or principal, or otherwise an 

‘‘affiliated person’’ (as defined in the 

Act) of any of the Affiliated Funds. 

11. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act) will, to the extent not payable by 

the Advisers to Affiliated Funds under 

their respective investment advisory 

agreements with the Affiliated Funds, 

be shared by the Company and the 

Affiliated Funds in proportion to the 

relative amounts of the securities to be 

acquired, held or disposed of, as the 

case may be. 

12. Any transaction fee (including any 

break-up fees or commitment fees but 

excluding broker’s fees contemplated 

section 17(e) or 57(k) of the Act, as 

applicable), received in connection with 

a Co-Investment Transaction will be 

distributed to the Company and the 

Affiliated Funds on a pro rata basis 

based on the amount they invested or 

committed, as the case may be, in such 

Co-Investment Transaction. If any 

transaction fee is to be held by an 

Adviser pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by such 

investment adviser at a bank or banks 

having the qualifications prescribed in 

section 26(a)(1) of the Act, and the 

account will earn a competitive rate of 

interest that will also be divided pro 

rata among the Company and the 

Affiliated Funds based on the amount 

they invest in such Co-Investment 

Transaction. None of the Affiliated 

Funds, Advisers, nor any affiliated 

person of the Company will receive 

additional compensation or 

remuneration of any kind as a result of 

or in connection with a Co-Investment 

Transaction (other than (a) in the case 

of the Company and the Affiliated 

Funds, the pro rata transaction fees 

described above and fees or other 

compensation described in condition 

2(c)(iii)(C); and (b) in the case of the 

Advisers, investment advisory fees paid 

in accordance with the Company’s and 

the Affiliated Funds’ respective 

investment advisory agreements). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–27696 Filed 11–21–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. PA–52; File No. S7–11–14] 

Privacy Act of 1974: Systems of 

Records 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice to revise two existing 

systems of records. 

SUMMARY: In accordance with the 

requirements of the Privacy Act of 1974, 

as amended, 5 U.S.C. 552a, the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) proposes to 

revise two existing systems of records, 

‘‘Administrative Proceeding Files (SEC– 

36)’’, last published in the Federal 

Register Volume 62 FR 47884 

(September 11, 1997) and ‘‘Information 

Pertaining or Relevant to SEC Regulated 

Entities and Their Activities’’ (SEC–55), 

last published in the Federal Register 

Volume 75 FR 35853 (June 23, 2010). 

DATES: The proposed system will 

become effective January 5, 2015 unless 

further notice is given. The Commission 

will publish a new notice if the effective 

date is delayed to review comments or 

if changes are made based on comments 

received. To be assured of 

consideration, comments should be 

received on or before December 24, 

2014. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

11–14 on the subject line. 

Paper Comments 

Send paper comments in triplicate to 

Brent J. Fields, Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. All 

submissions should refer to File 

Number S7–11–14. This file number 

should be included on the subject line 

if email is used. To help process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/other.shtml). 

Comments are also available for Web 

site viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE., Washington, DC 

20549, on official business days 

between the hours of 10:00 a.m. and 

3:00 p.m. All comments received will be 

posted without change; we do not edit 

personal identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Todd Scharf, Acting Chief Privacy 

Officer, Office of Information 

Technology, 202–551–8800. 

SUPPLEMENTARY INFORMATION: 


asabaliauskas on DSK5VPTVN1PROD with NOTICES