[Federal Register Volume 79, Number 244 (Friday, December 19, 2014)]
[Notices]
[Pages 75846-75850]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-29697]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31373; File No. 812-14097]


Garrison Capital, Inc., et al.; Notice of Application

December 15, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 57(a)(4) and 
57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-
1 under the Act to permit certain joint transactions otherwise 
prohibited by section 57(a)(4) of the Act and rule 17d-1 under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
Garrison Capital Inc. to co-invest in portfolio companies with certain 
affiliated investment funds.

Applicants: Garrison Capital Inc. (the ``Company''), Garrison Funding 
2013-2 Ltd. (``GF 2013-2''), Garrison Capital SBIC LP (``Garrison 
SBIC''), Garrison Capital SBIC Holdco Inc., Garrison Capital SBIC 
General Partner LLC, Garrison Middle Market Funding LP, Garrison Middle 
Market Funding A LP, Garrison Opportunity Fund III B L.P., Garrison 
Opportunity Fund IV A LLC and Garrison Opportunity Fund IV B L.P. 
(collectively with Garrison Middle Market Funding LP, Garrison Middle 
Market Fund A LP, Garrison Opportunity Fund III B L.P. and Garrison 
Opportunity Fund IV A LLC, the ``Existing Funds''), Garrison Capital 
Advisers LLC (the ``Company Adviser''), Garrison Investment Management 
LLC (the ``Fund Adviser'') and Garrison Investment Group LP 
(collectively, the ``Applicants'').

DATES: Filing Dates: The application was filed on November 21, 2012, 
and amended on February 25, 2013, August 12, 2013, January 16, 2014, 
May 21, 2014, August 26, 2014 and December 11, 2014.

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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 January 9, 2015, 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 
St. NE., Washington, DC 20549-1090. Applicants: Garrison Investment 
Group LP, 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6813 or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Chief Counsel's Office, Division of Investment Management).

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 closed-end management investment company that 
has elected to be regulated as a business development company (``BDC'') 
under the Act. A majority of the directors of the Company are persons 
who are not ``interested persons'' as defined in section 2(a)(19) of 
the Act (``Independent Directors''). The Company Adviser is registered 
as an investment adviser under the Investment Advisers Act of 1940 (the 
``Advisers Act'') and serves as the investment adviser to the Company 
pursuant to an investment advisory agreement (the ``Company Advisory 
Agreement'').
    2. The Company's Objectives and Strategies \1\ are to generate 
current income and capital appreciation by making investments generally 
in the range of $5 million to $25 million primarily in debt securities 
of U.S.-based middle-market companies, which the Company defines as 
those having annual earnings before interest, taxes and depreciation of 
between $5 million and $30 million.
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    \1\ ``Objectives and Strategies'' means the investment 
objectives and strategies of the Company, as described in the 
Company's registration statement on Form N-2, other filings the 
Company has made with the Commission under the Securities Act of 
1933 (``1933 Act''), or under the Securities Exchange Act of 1934, 
or in reports to its shareholders.
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    3. Garrison Middle Market Funding LP and Garrison Middle Market 
Funding A LP are Delaware limited partnerships and are excluded from 
the definition of investment company by section 3(c)(7) of the Act. 
Garrison Opportunity Fund III B L.P. and Garrison Opportunity Fund IV B 
L.P. are Cayman Islands limited partnerships and are excluded from the 
definition of investment company by section 3(c)(7) of the Act. 
Garrison Opportunity Fund IV A LLC is a Delaware limited liability 
company and is excluded from the definition of investment company by 
section 3(c)(7) of the Act. The Existing Funds seek to invest primarily 
in middle-market companies and institutions. Each of the Funds \2\ has 
or will have investment objectives and strategies that are similar to 
or overlap with the Objectives and Strategies of the Company. To the 
extent there is an investment opportunity that falls within the 
Objectives and Strategies of the Company and the investment objectives 
and strategies of one or more of the Funds, the Advisers would expect 
the Company and such Funds to co-invest with each other, with certain 
exceptions based on available capital or diversification. The Company, 
however, will not be obligated to invest, or co-invest, when investment 
opportunities are referred to it.
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    \2\ ``Fund'' means any (i) Existing Fund or (ii) Future Fund. 
``Future Fund'' means an entity (i) whose investment adviser is an 
Adviser, and (ii) that would be an investment company but for 
sections 3(c)(1) or 3(c)(7) of the Act. The term ``Adviser'' means 
the Company Adviser, the Fund Adviser and any future investment 
adviser controlling, controlled by or under common control with the 
Company Adviser that is registered as an investment adviser under 
the Advisers Act.
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    4. The Fund Adviser, a registered investment adviser under the 
Advisers Act, manages the investment activities of the Existing Funds 
pursuant to investment advisory agreement (together with the Company 
Advisory Agreement, the ``Advisory Agreements''). The Fund Adviser and 
the Company Adviser are indirectly controlled by Garrison Investment 
Group LP, a registered investment adviser under the Advisers Act, which 
is controlled by Steven Stuart and Joseph Tansey.
    5. Applicants seek an order (``Order'') under sections 57(a)(4) and 
57(i) of the Act and rule 17d-1 under the Act to permit the Company, on 
the one hand, and one or more Funds, on the other hand, to participate 
in the same investment opportunities through a proposed co-investment 
program where such participation would otherwise be prohibited by 
section 57(a)(4) of the Act and rule 17d-1 under the Act.\3\ ``Co-
Investment Transaction'' means any transaction in which the Company (or 
a Wholly-Owned Investment Subsidiary, as defined below) participated 
together with one or more Funds in reliance on the requested Order. 
``Potential Co-Investment Transaction'' means any investment 
opportunity in which the Company (or a Wholly-Owned Investment 
Subsidiary) could not participate together with one or more Funds 
without obtaining and relying on the Order.
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    \3\ All existing entities that currently intend to rely upon the 
Order have been named as applicants and any entity that may rely on 
the Order in the future will comply with the terms and conditions of 
the application.
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    6. The Company may, from time to time, form a special purpose 
subsidiary (a ``Wholly-Owned Investment Subsidiary'').\4\ A Fund would 
be prohibited from investing in a Co-Investment Transaction with any 
Wholly-Owned Investment Subsidiary because the Wholly-Owned Investment 
Subsidiary would be a company controlled by the Company for purposes of 
section 57(a)(4) of the Act and rule 17d-1 under the Act. Applicants 
request that a Wholly-Owned Investment Subsidiary be permitted to 
participate in Co-Investment 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 order, as

[[Page 75848]]

though the Company were participating directly. Applicants represent 
that this treatment is justified because a Wholly-Owned Investment 
Subsidiary would have no purpose other than serving as a holding 
vehicle for the Company's investments and issuing debt on behalf of the 
Company and, therefore, no conflicts of interest could arise between 
the Company and the Wholly-Owned Investment Subsidiary. The 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 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 Wholly-Owned 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. GF 2013-2 satisfies the definition 
of Wholly-Owned Investment Subsidiary and Garrison SBIC satisfies the 
definition of an SBIC Subsidiary.
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    \4\ The term ``Wholly-Owned Investment Subsidiary'' means an 
entity (a) whose sole business purposes are to hold one or more 
investments and issue debt on behalf of the Company (and, in the 
case of an SBIC Subsidiary, maintain a license under the Small 
Business Investment Act of 1958, as amended (the ``SBA Act'') and 
issue debentures guaranteed by the Small Business Administration 
(the ``SBA'')); (b) that is wholly-owned by the Company (with the 
Company at all times beneficially holding, directly or indirectly, 
100% of the voting and economic interests); (c) with respect to 
which the Company's board of directors (``Board'') has the sole 
authority to make all determinations with respect to the Wholly-
Owned Investment Subsidiary's participation under the conditions to 
the application; and (d) that is an entity that would be an 
investment company but for sections 3(c)(1) or 3(c)(7) of the Act. 
``SBIC Subsidiary'' means a Wholly-Owned Investment Subsidiary that 
is licensed by the SBA to operate under the SBA Act as a small 
business investment company.
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    7. Upon issuance of the Order investment opportunities that are 
presented to the Company are expected to be referred to the Funds, and 
vice versa, and such investment opportunities may result in a Co-
Investment Transaction. For each such referral, the Company Adviser 
will consider only the Objectives and Strategies, investment 
restrictions, regulatory and tax requirements, capital available for 
investment (``Available Capital'') in the asset class being allocated, 
and other pertinent factors applicable to the Company. Available 
Capital consists solely of liquid assets not held for permanent 
investment, including cash, amounts that can currently be drawn down 
from lines of credit, and marketable securities held for short-term 
purposes. In addition, Available Capital would include bona fide 
uncalled capital commitments that can be called by the settlement date 
of the Co-Investment Transaction. Except as described below, each 
Potential Co-Investment Transaction and the proposed allocation of such 
Potential Co-Investment Transaction would be approved prior to the 
actual investment by the Required Majority.\5\
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    \5\ ``Required Majority'' has the meaning provided in section 
57(o) of the Act. ``Eligible Directors'' means the directors who are 
eligible to vote under section 57(o).
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    8. With respect to the pro rata dispositions and Follow-On 
Investments\6\ provided in conditions 7 and 8, the Company may 
participate in a pro rata disposition or Follow-On Investment without 
obtaining prior approval of the Required Majority if, among other 
things: (i) The proposed participation of each Fund and the Company in 
such disposition or Follow-On Investment is proportionate to its 
outstanding investments in the issuer immediately preceding the 
disposition or Follow-On Investment, as the case may be; and (ii) the 
Board has approved the Company's participation in pro rata dispositions 
and Follow-On Investments as being in the best interests of the 
Company. If the Board does not so approve, any such disposition or 
Follow-On Investment 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 and Follow-On Investments with the 
result that all dispositions and/or Follow-On Investments must be 
submitted to the Eligible Directors.
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    \6\ ``Follow-On Investment'' means any additional investment in 
an existing portfolio company, including through the exercise of 
warrants, conversion privileges or other similar rights to acquire 
additional securities of the portfolio company.
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    9. Applicants state that no Independent Director will have a 
financial interest in any Co-Investment Transaction or any interest in 
any issuer of securities, other than through an interest (if any) in 
the securities of the Company.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits any person who is related 
to a BDC in the manner described in section 57(b) from participating in 
joint transactions with the 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). Under section 
57(b)(1) of the Act, any person who is controlling, controlled by, or 
under common control with, a director, officer, employee, or member of 
an advisory board of a BDC is subject to section 57(a)(4). Applicants 
submit that each of the Existing Funds and any Future Funds could be 
deemed to be a person related to the Company in a manner described by 
section 57(b)(2) by virtue of being under common control with the 
Company. 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 also applies to joint transactions with 
BDCs.
    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. Applicants state that in the absence of the requested relief, 
the Company would be, in some circumstances, limited in its ability to 
participate in attractive and appropriate investment opportunities. 
Applicants believe that the proposed terms and conditions will ensure 
that the Co-Investment Transactions are consistent with the protection 
of the Company's shareholders and with the purposes intended by the 
policies and provisions of the Act. Applicants state that the Company's 
participation in the Co-Investment Transactions will be consistent with 
the provisions, policies, and purposes of the Act and on a basis that 
is not different from or less advantageous than that of other 
participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following 
conditions:
    1. Each time an Adviser considers a Potential Co-Investment 
Transaction for a Fund that falls within the Company's then-current 
Objectives and Strategies, the Company Adviser 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 the Company Adviser 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) If the aggregate amount recommended by the Company Adviser to 
be invested in the Potential Co-Investment Transaction by the Company 
and the Funds, collectively, in the same transaction, exceeds the 
amount of the investment opportunity, the amount proposed to be 
invested by each party will be allocated among them pro rata based on 
each party's Available Capital in the asset class being allocated, up 
to

[[Page 75849]]

the amount proposed to be invested by each party. The Company Adviser 
will provide the Eligible Directors with information concerning each 
participating party's Available Capital to assist the Eligible 
Directors with their review of the Company's investments for compliance 
with these allocation procedures; and
    (c) After making the determinations required in conditions 1 and 
2(a), the Company Adviser will distribute written information 
concerning the Potential Co-Investment Transaction, including the 
amount proposed to be invested by the Company and each participating 
Fund, to the Eligible Directors for their consideration. The Company 
will co-invest with the Funds only if, prior to participating in the 
Potential Co-Investment Transaction, a Required Majority concludes 
that:
    (i) The terms of the Potential Co-Investment Transaction, including 
the consideration to be paid, are reasonable and fair to the Company 
and its stockholders and do not involve overreaching in respect of the 
Company or its stockholders on the part of any person concerned;
    (ii) The Potential Co-Investment Transaction is consistent with:
    (A) The interests of the stockholders of the Company; and
    (B) The Company's then-current Objectives and Strategies;
    (iii) The investment by the Funds would not disadvantage the 
Company, and participation by the Company would not be on a basis 
different from or less advantageous than that of the Funds; provided, 
that if any 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 Funds or any affiliated 
person of the Funds receive in connection with the right of the Funds 
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 participating Funds (which 
may, in turn, share their portion with their 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 the 
Advisers, any Fund or any affiliated person of any of them (other than 
the parties to the Co-Investment Transaction), except (a) to the extent 
permitted by condition 13; (b) to the extent permitted by section 57(k) 
of the Act; (c) indirectly, as a result of an interest in securities 
issued by one of the parties to the Co-Investment Transaction; or (d) 
in the case of fees or other compensation described in condition 
2(c)(iii)(C).
    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. The Company Adviser will present to the Board, on a quarterly 
basis, a record of all investments in Potential Co-Investment 
Transactions made by any of the Funds during the preceding quarter that 
fell within the Company's then-current Objectives and Strategies that 
were not made available to the Company and an explanation of why the 
investment opportunities were not offered to the Company. All 
information presented to the Board pursuant to this condition will be 
kept for the life of the Company and at least two years thereafter, and 
will be subject to examination by the Commission and its staff.
    5. Except for Follow-On Investments made in accordance with 
condition 8, the Company will not invest in reliance on the Order in 
any issuer in which any Fund or any affiliated person thereof is an 
existing investor.
    6. 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 and each participating Fund. The grant to a 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 6, if conditions 
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Fund elects to sell, exchange or otherwise dispose of 
an interest in a security that was acquired by the Company in a Co-
Investment Transaction, the applicable Adviser will:
    (i) notify the Company of the proposed disposition at the earliest 
practical time; and
    (ii) the Company Adviser 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 Funds.
    (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 Fund in such disposition is 
proportionate to its outstanding investments 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, the Company Adviser shall 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 Fund will bear their own expenses in 
connection with any such disposition.
    8. (a) If a Fund desires to make a Follow-On Investment in a 
portfolio company whose securities were acquired in a Co-Investment 
Transaction, the applicable Adviser will:
    (i) Notify the Company of the proposed Follow-On Investment at the 
earliest practical time; and
    (ii) the Company Adviser will formulate a recommendation as to the 
proposed participation, including the amount of the proposed Follow-On 
Investment, by the Company.
    (b) The Company may participate in such Follow-On Investment 
without obtaining prior approval of the Required Majority if: (i) The 
proposed participation of the Company and each Fund in such investment 
is proportionate to its outstanding investments in the portfolio 
company

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immediately preceding the Follow-On Investment; and (ii) the Board has 
approved as being in the best interests of the Company the ability to 
participate in Follow-On Investments on a pro rata basis (as described 
in greater detail in the application). In all other cases, the Company 
Adviser 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 
interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Company's and 
the Funds' outstanding investments immediately preceding the Follow-On 
Investment; and
    (ii) The aggregate amount recommended by the Company Adviser to be 
invested by the Company in the Follow-On Investment, together with the 
amount proposed to be invested by the Funds in the same transaction, 
exceeds the amount of the opportunity, then the amount invested by each 
such party will be allocated among them pro rata based on each party's 
Available Capital in the asset class being allocated, up to the amount 
proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this 
condition will be considered a Co-Investment Transaction for all 
purposes and subject to the other conditions set forth in the 
application.
    9. The Independent Directors will be provided quarterly for review 
all information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by the Funds that 
the Company considered but declined to participate 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.
    10. 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).
    11. 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 Fund.
    12. The expenses, if any, associated with acquiring, holding or 
disposing of any securities acquired in a Co-Investment Transaction 
(including, without limitation, the expenses of the distribution of any 
such securities registered for sale under the 1933 Act) will, to the 
extent not payable by an Adviser under any agreement with the Company 
or the Funds, be shared by the Company and the Funds in proportion to 
the relative amounts of the securities held or being acquired or 
disposed of, as the case may be.
    13. Any transaction fee \7\ (including break-up or commitment fees 
but excluding broker's fees contemplated by section 57(k) of the Act) 
received in connection with a Co-Investment Transaction will be 
distributed to the Company and the participating Funds on a pro rata 
basis, based on the amounts 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 Co-Investment 
Transaction, the fee will be deposited into an account maintained by 
such 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 participating Funds based on the amounts they invest in such 
Co-Investment Transaction. None of the Funds, the Advisers or any 
affiliated person of the Company or of the Funds will receive 
additional compensation or remuneration of any kind as a result of or 
in connection with a Co-Investment Transaction (other than (i) in the 
case of the Company and the Funds, the pro rata transaction fees 
described above and fees or other compensation described in condition 
2(c)(iii)(C) and (ii) in the case of the Advisers, investment advisory 
fees paid in accordance with the Advisory Agreements with the Company 
and the Funds).
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    \7\ Applicants are not requesting and the staff is not providing 
any relief for transaction fees received in connection with any Co-
Investment Transaction.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-29697 Filed 12-18-14; 8:45 am]
BILLING CODE 8011-01-P