Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 44685 

14 17 CFR 200.30–3(a)(12). 

1The term ‘‘successor’’ means an entity that 

results from a reorganization or change in the type 

of business organization. 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEAMER–2017–14 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEAMER–2017–14. This 

file number should be included on the 

subject line if email is used. To help the 

Commission 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/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

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. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEAMER–2017–14 and should be 

submitted on or before October 16, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20361 Filed 9–22–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32822; File No. 812–14689] 

Barings Corporate Investors, et al.; 

Notice of Application 

September 20, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under Sections 17(d) 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 Sections 17(d) 

and 57(a)(4) of the Act and Rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

closed-end investment companies and 

certain business development 

companies (‘‘BDCs’’) to co-invest in 

portfolio companies with each other and 

with affiliated investment funds. 

APPLICANTS: Barings Corporate Investors 

(formerly, Babson Capital Corporate 

Investors) (‘‘MCI’’) and Barings 

Participation Investors (formerly, 

Babson Capital Participation Investors) 

(‘‘MPV’’ and together with MCI, the 

‘‘Existing Regulated Funds’’); CI 

Subsidiary Trust (‘‘MCI Sub’’) and PI 

Subsidiary Trust (‘‘MPV Sub’’); 

Massachusetts Mutual Life Insurance 

Company and its successors 1

(‘‘MassMutual’’); C.M. Life Insurance 

Company (‘‘C.M. Life’’); Barings Finance 

LLC (formerly, Babson Capital Finance 

LLC) (‘‘BCF’’); Barings LLC (formerly, 

Babson Capital Management, LLC) and 

its successors (‘‘Barings’’) and any other 

person controlling, controlled by, or 

under common control with 

MassMutual or Barings that is registered 

as an investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’), and that 

serves as an investment adviser to any 

Regulated Fund (as defined below) or 

any Affiliated Account (as defined 

below) relying on the requested order 

(each an ‘‘Adviser’’ and together with 

Barings, the ‘‘Advisers’’); Tower Square 

Capital Partners, L.P. (‘‘TS Capital’’); 

TSCP Selective, L.P. (‘‘TSCP’’); Tower 

Square Capital Partners II, L.P. (‘‘TS 

Capital II’’); Tower Square Capital 

Partners II–A, L.P. (‘‘TS Capital II–A’’); 

Tower Square Capital Partners II–B, L.P. 

(‘‘TS Capital II–B’’); Tower Square II 

Holding 06–1, Inc. (‘‘TS Holding 06–1’’); 

Tower Square Capital Partners III, L.P. 

(‘‘TS Capital III’’); Tower Square Capital 

Partners III–A, L.P. (‘‘TS Capital III–A’’); 

Tower Square Capital Partners II–B, L.P. 

(‘‘TS Capital III–B’’); Tower Square III 

Holdings 08–1, Inc. (‘‘TS Holdings 08– 

1’’); Tower Square Capital Partners IV, 

L.P. (‘‘TS Capital IV’’); Tower Square 

Capital Partners IV–A, L.P. (‘‘TS Capital 

IV–A’’); Tower Square IV Holding 14–1, 

Inc. (‘‘TS Holding 14–1’’); Barings 

Global Credit Fund (Lux) SCSp, SICAV– 

SIF (‘‘Global Credit Fund’’ and, together 

with TS Capital, TSCP, TS Capital II, TS 

Capital II–A, TS Capital II–B, TS 

Holding 06–1, TS Capital III, TS Capital 

III–A, TS Capital III–B, TS Holdings 08– 

1, TS Capital IV, TS Capital IV–A, TS 

Holding 14–1, and BCF, the ‘‘Existing 

Private Funds’’ and, together with 

MassMutual and C.M. Life, the 

‘‘Existing Affiliated Accounts’’. 

FILING DATES: The application was filed 

on August 12, 2016 and amended on 

August 29, 2017. 

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 October 16, 2017 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: Brent J. Fields, Secretary, 

U.S. Securities and Exchange 

Commission, 100 F St. NE., Washington, 

DC 20549–1090. Applicants: 300 S. 

Tryon Street, Suite 2500, Charlotte, NC 

28202. 

FOR FURTHER INFORMATION CONTACT: Kyle 

R. Ahlgren, Senior Counsel, at (202) 

551–6857, or Holly L. Hunter-Ceci, 

Assistant Chief Counsel, at (202) 551– 

6825. 

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. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44686 Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 

2 ‘‘Regulated Fund’’ means either of the Existing 

Regulated Funds and any Future Regulated Fund. 

‘‘Future Regulated Fund’’ means any closed-end 

management investment company: (a) That is 

registered under the 1940 Act or has elected to be 

regulated as a business development company; (b) 

whose investment adviser is an Adviser; and (c) 

that intends to participate in the Co-Investment 

Program (as defined below). 

3 ‘‘Affiliated Account’’ means any Existing 

Affiliated Account and any future account or entity: 

(a) Whose investment adviser is an Adviser; (b) that 

would be an investment company but for Sections 

3(a)(1) or 3(c)(7) of the 1940 Act; and (c) that 

intends to participate in the Co-Investment 

Program. 

4The term ‘‘private placement transactions’’ 

means transactions in which the offer and sale of 

securities by the issuer are exempt from registration 

under the Securities Act of 1933, as amended (the 

‘‘1933 Act’’). 

5The term ‘‘Wholly-Owned Investment Sub’’ 

means any existing or future special purpose 

subsidiary: (a) That is wholly-owned by a Regulated 

Fund (with the Regulated Fund at all times holding, 

beneficially and of record, 100 percent of the voting 

and economic interests); (b) whose sole business 

purpose is to hold one or more investments on 

behalf of the Regulated Fund; (c) with respect to 

which the Regulated Fund’s Board has the sole 

authority to make all determinations with respect 

to the entity’s participation under the conditions to 

this Application; and (d) that would be an 

investment company but for Section 3(c)(1) or 

3(c)(7) of the 1940 Act. 

6The term ‘‘Non-Interested Trustees’’ means, 

with respect to any Board, the directors or trustees 

who are not ‘‘interested persons’’ within the 

meaning of Section 2(a)(19) of the 1940 Act. The 

term ‘‘Board’’ means, with respect to any Regulated 

Fund, the board of directors or trustees of that 

Regulated Fund (including the MCI/MPV Board 

(defined below) for MCI and MPV). 

7The term ‘‘Existing Order’’ refers to 

Massachusetts Mutual Life Ins. Company, et al., 

Investment Company Act Rel. Nos. 24557 (Jul. 13, 

2000) (notice) and 24595 (Aug. 8, 2000) (order). The 

requested order would supersede the Existing 

Order. 

8 ‘‘Objectives and Strategies’’ means, for each 

Regulated Fund, the Regulated Fund’s investment 

objectives and strategies and investment policies, as 

described in the Regulated Fund’s registration 

statement on Form N–2 and other filings the 

Regulated Fund has made with the Commission, as 

further supplemented, amended or modified in 

accordance with applicable law, including, without 

limitation, the 1933 Act, the Securities Exchange 

Act of 1934, and the 1940 Act, as amended. 

9Massachusetts Mutual Life Ins. Company et al., 

Investment Company Act Rel. No. 6690 (Aug. 19, 

1971) (order). 

10Massachusetts Mutual Life Ins. Company et al., 

Investment Company Act Rel. Nos. 16578 (Sept. 28, 

1988) (notice) and 16601 (Oct. 19, 1988) (order). 

Applicants’ Representations 

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

to permit a Regulated Fund 2 and one or 

more other Regulated Funds and/or one 

or more Affiliated Accounts 3 to 

participate in the same investment 

opportunities through a proposed coinvestment program (the ‘‘CoInvestment Program’’) where such 

participation would otherwise be 

prohibited under Sections 17(d) and 

57(a)(4) and Rule 17d–1 by: (a) Coinvesting with each other in securities 

issued by issuers in private placement 

transactions in which an Adviser 

negotiates terms in addition to price 

(‘‘Private Placement Securities’’); 4 and 

(b) making additional investments in 

securities of such issuers, including 

through the exercise of warrants, 

conversion privileges, and other rights 

to purchase securities of the issuers 

(‘‘Follow-On Investments’’). ‘‘CoInvestment Transaction’’ means any 

transaction in which a Regulated Fund 

(or its Wholly-Owned Investment Sub 5) 

participates together with one or more 

other Regulated Funds and/or one or 

more Affiliated Accounts in reliance on 

the requested Order. No Non-Interested 

Trustee 6 of a Regulated Fund will have 

a financial interest in any Co-Investment 

Transaction, other than indirectly 

through share ownership in one of the 

Regulated Funds. ‘‘Potential CoInvestment Transaction’’ means any 

investment opportunity in which a 

Regulated Fund (or its Wholly-Owned 

Investment Sub) could not participate 

together with one or more Affiliated 

Accounts and/or one or more other 

Regulated Funds without obtaining and 

relying on this order or the Existing 

Order.7 The relief requested would also 

cover any existing and future WhollyOwned Investment Sub. 

2. MCI and MPV are closed-end 

diversified management investment 

companies registered under the 1940 

Act. MCI’s Objectives and Strategies 8

are to maintain a portfolio of securities 

providing a fixed yield and at the same 

time offering an opportunity for capital 

gains. MCI’s principal investments are 

privately placed, below-investment 

grade, long-term debt obligations with 

equity features such as common stock, 

warrants, conversion rights, or other 

equity features and, occasionally, 

preferred stocks. MCI typically 

purchases these investments, which are 

not publicly tradable, directly from their 

issuers in private placement 

transactions. In addition, MCI may 

invest, subject to certain limitations, in 

marketable investment grade debt 

securities, other marketable debt 

securities (including high yield 

securities) and marketable common 

stocks. MPV’s Objectives and Strategies 

are to maximize total return by 

providing a high level of current 

income, the potential for growth of 

income, and capital appreciation. MPV’s 

principal investments are privately 

placed, below-investment grade, longterm debt obligations purchased directly 

from their issuers, which tend to be 

smaller companies. MPV may also 

invest in publicly traded debt securities 

(including high yield securities) with an 

emphasis on those with equity features, 

and in convertible preferred stocks and, 

subject to certain limitations, readily 

marketable equity securities. In 

addition, MPV may invest in high 

quality, readily marketable securities. 

3. MCI and MPV are each managed 

under the direction of a board of 

trustees (the ‘‘MCI/MPV Board’’), which 

consists of seven members, five of 

whom are not ‘‘interested persons’’ of 

MCI or MPV within the meaning of 

Section 2(a)(19) of the 1940 Act (the 

‘‘Non-Interested Trustees’’). MCI Sub 

and MPV Sub are wholly owned 

subsidiaries of MCI and MPV, 

respectively. MCI Sub and MPV Sub are 

each Wholly-Owned Investment Subs. 

4. MassMutual is a mutual life 

insurance company organized under the 

laws of the Commonwealth of 

Massachusetts. Both C.M. Life, a stock 

life insurance company organized under 

the laws of Connecticut, and BCF, a 

limited liability company organized 

under the laws of Delaware that makes 

loans to middle market companies, are 

wholly-owned subsidiaries of 

MassMutual. Barings is an investment 

adviser registered with the Commission 

under the Advisers Act and is an 

indirect, wholly-owned subsidiary of 

MassMutual. Barings is the investment 

adviser to the Existing Regulated Funds 

and the Existing Affiliated Accounts. 

MassMutual, BCF, Barings, and 

investment advisory clients of 

MassMutual and Barings may from time 

to time invest in the Regulated Funds 

and/or the Affiliated Accounts. 

5. MassMutual has invested side-byside with MCI in Private Placement 

Securities since 1971 pursuant to an 

exemptive order under Section 17(d) 

and Rule 17d–1 thereunder and Section 

17(b).9 Similarly, MassMutual has 

invested side-by-side with MPV since 

1988, when the exemptive order was 

amended to add MPV.10 The 1971 and 

1988 orders, as successively amended 

through the Existing Order, were 

intended to give the Regulated Funds 

the opportunity to invest in Private 

Placement Securities that MassMutual 

intended to purchase for MassMutual’s 

accounts and that would not otherwise 

be available to the Regulated Funds, but 

for MassMutual’s participation in the 

investments. As a mutual life insurance 

company regulated by the 

Massachusetts Department of Insurance 

(the ‘‘MA DOI’’) and the self-regulatory 

organization the National Association of 

Insurance Commissioners, MassMutual 

invests its general investment account to 

match its liabilities with respect to 

maturity and interest rate risk, including 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 44687 

managing duration, liquidity and overall 

volatility. MassMutual’s accounts are 

reviewed by the MA DOI to ensure 

compliance with various legal and 

accounting rules that, among other 

things, govern the types and amount of 

assets that an insurance company must 

maintain to help assure its ability to 

meet its obligations to policy holders. 

6. MassMutual’s accounts are advised 

by Barings and other unaffiliated 

investment advisers. Barings serves as 

investment adviser to a portion of 

MassMutual’s accounts pursuant to 

investment advisory agreements. 

7. Although MassMutual indirectly 

owns Barings, Barings has a separate 

Board of Directors, officers and 

management team from MassMutual 

and operates as a separate, distinct legal 

entity. Barings’ portfolio managers’ 

compensation is paid on the same basis 

with respect to managing the 

MassMutual accounts and any thirdparty accounts. Barings’ allocation 

procedures do not distinguish between 

MassMutual’s accounts and third-party 

accounts. Consequently, despite the 

affiliation between MassMutual and 

Barings, Barings manages the 

MassMutual accounts at arm’s length in 

the same way it manages third-party 

accounts in the relevant asset classes. 

8. TS Capital, TSCP, TS Capital II, TS 

Capital II–A, TS Capital II–B, TS Capital 

III, TS Capital III–A, TS Capital III–B, 

TS Capital IV, and TS Capital IV–A are 

Delaware limited partnerships for which 

Barings acts as investment manager. 

These funds invest primarily in direct 

mezzanine and equity investments 

focused on small and middle market 

companies. Each Existing Private Fund 

relies on Section 3(c)(7) of the 1940 Act. 

9. Mezzco LLC acts as the general 

partner of TS Capital and TSCP. Mezzco 

II LLC acts as the general partner of TS 

Capital II, TS Capital II–A and TS 

Capital II–B. Mezzco III LLC acts as the 

general partner of TS Capital III, TS 

Capital III–A and TS Capital III–B, and 

Mezzco IV LLC acts as the general 

partner of TS Capital IV and TS Capital 

IV–A. 

10. Global Credit Fund is a 

Luxembourg special limited partnership 

for which Barings acts as the subadviser. Global Credit Fund invests in 

global private corporate loans, including 

senior secured loans, unitranche loans, 

second lien loans and subordinated debt 

(including mezzanine and payment in 

kind securities) of private companies 

(primarily in North America, the 

European Economic Area, Australia, 

New Zealand and other jurisdictions in 

the Developed Asia-Pacific Region) that 

generally cannot access public capital 

markets. 

11. Applicants represent that when 

considering Potential Co-Investment 

Transactions for any Regulated Fund, 

the applicable Adviser will consider 

only the Objectives and Strategies, 

investment policies, investment 

positions, capital available for 

investment, and other pertinent factors 

applicable to that Regulated Fund. 

Applicants further represent that the 

amount of each Regulated Fund’s and 

Affiliated Account’s capital available for 

investment will be determined based on 

the amount of cash on hand, existing 

commitments and reserves, if any, the 

targeted leverage level, targeted asset 

mix and other investment policies and 

restrictions set from time to time by the 

Board of the applicable Regulated Fund 

or the directors, or the general partners 

or adviser of the applicable Affiliated 

Account, or imposed by applicable 

laws, rules, regulations or 

interpretations. Applicants represent 

that each Adviser, as applicable, 

undertakes to perform these duties 

consistently for each Regulated Fund, as 

applicable, regardless of which of them 

serves as investment adviser to these 

entities, and that the participation of a 

Regulated Fund in a Potential CoInvestment Transaction may only be 

approved by a required majority, as 

defined in Section 57(o) of the Act (a 

‘‘Required Majority’’), of the trustees of 

the Board eligible to vote on that CoInvestment Transaction under Section 

57(o) (‘‘Eligible Trustees’’). 

12. Applicants represent that at least 

once each quarter, based on several 

factors, including the requirements set 

forth by state insurance regulations for 

MassMutual’s general investment 

account, relative value determinations 

among different types of assets, current 

rate and spread environment, asset 

liability management needs (e.g., based 

on the types of insurance products sold 

and expected to be sold), portfolio 

liquidity, risk-based capital charges, and 

long-term investment portfolio 

performance, MassMutual’s chief 

investment officer determines 

MassMutual’s capital available for 

investment in Private Placement 

Securities selected by Barings and 

communicates its commitment to 

Barings in writing. Applicants further 

represent that these commitments are 

established prospectively, and not based 

on the investment merits of any 

particular Co-Investment Transaction, 

and that Barings will, in connection 

with each Potential Co-Investment 

Transaction, provide the Board of each 

participating Regulated Fund with 

information showing any material 

changes in MassMutual’s capital 

available for investment and/or the 

aggregate amount of available capital for 

all participating parties. 

Applicants’ Legal Analysis 

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

17d–1 under the Act generally prohibit 

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. 

2. Section 57(a)(4) of the Act generally 

prohibits certain affiliated persons of a 

BDC from participating in joint 

transactions with the BDC or a company 

controlled by a BDC in contravention of 

rules as prescribed by the Commission. 

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 

Regulated Funds that are BDCs. Section 

17(d) of the Act and Rule 17d–1 under 

the Act are applicable to Regulated 

Funds that are registered closed-end 

investment companies. 

3. Applicants state that Barings is the 

investment adviser to the Existing 

Regulated Funds and an Adviser will be 

the investment adviser to each of the 

Future Regulated Funds. Applicants 

acknowledge that the Regulated Funds 

may be deemed to be under common 

control, and thus affiliated persons of 

each other under Section 2(a)(3)(C) of 

the Act. Applicants further acknowledge 

that because MassMutual controls 

Barings, MassMutual is an affiliated 

person of Barings under Section 

2(a)(3)(C), and therefore an affiliated 

person of an affiliated person (a 

‘‘second-tier affiliate’’) of each Existing 

Regulated Fund. Finally, Applicants 

acknowledge that because Barings or 

another Adviser will be the investment 

adviser to each Affiliated Account, each 

Adviser and each other Regulated Fund 

and Affiliated Account may be deemed 

to be under common control with, and 

therefore an affiliated person of, each 

Regulated Fund under Section 

2(a)(3)(C). Applicants note that, as a 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44688 Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 

result, these relationships might cause a 

Regulated Fund and one or more 

Advisers, other Regulated Funds and/or 

one or more Affiliated Accounts 

participating in the Co-Investment 

Transactions to be subject to Sections 

17(d) or 57(a)(4), and thus subject to the 

provisions of Rule 17d–1. 

4. Applicants note that the 

Commission has stated that Section 

17(d) of the Act, upon which Rule 17d– 

1 is based, upon which Section 57(a)(4) 

of the Act was modeled, was designed 

to protect investment companies from 

self-dealing and overreaching by 

insiders. Applicants believe that the 

terms and Conditions of the Application 

would ensure that the conflicts of 

interest that Section 17(d) and Section 

57(a)(4) were designed to prevent would 

be addressed and the standards for an 

order under Rule 17d–1 are met. 

5. Applicants believe that the 

participation of the Regulated Funds in 

Co-Investment Transactions done in 

accordance with the Conditions would 

be consistent with the provisions, 

policies, and purposes of the Act, and 

would be done in a manner that was not 

different from, or less advantageous 

than, the other participants. 

6. Applicants state that in the absence 

of the requested relief, in some 

circumstances the Regulated Funds 

would be limited in their ability to 

participate in attractive and appropriate 

investment opportunities, and that each 

Regulated Fund’s inability to co-invest 

with one or more of the Affiliated 

Accounts and the other Regulated 

Funds could potentially result in the 

loss of beneficial investment 

opportunities for such Regulated Fund 

and, in turn, adversely affect such 

Regulated Fund’s shareholders. 

Applicants further state that the ability 

to participate in Co-Investment 

Transactions that involve committing 

larger amounts of financing would 

enable each Regulated Fund to 

participate with one or more of the 

Affiliated Accounts and the other 

Regulated Funds in larger financing 

commitments, which would, in turn, be 

expected to obtain discounted prices 

and increase income, expand 

investment opportunities and provide 

better access to due diligence 

information for the Regulated Funds. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief shall be 

subject to the following conditions: 

1. Each time an Adviser considers a 

Potential Co-Investment Transaction for 

an Affiliated Account or another 

Regulated Fund that falls within a 

Regulated Fund’s then-current 

Objectives and Strategies, the Regulated 

Fund’s Adviser will make an 

independent determination of the 

appropriateness of the investment for 

such Regulated Fund in light of the 

Regulated Fund’s then-current 

circumstances. 

2. (a) If the Adviser deems a Regulated 

Fund’s participation in any Potential 

Co-Investment Transaction to be 

appropriate for the Regulated Fund, it 

will then determine an appropriate level 

of investment for the Regulated Fund. 

(b) If the aggregate amount 

recommended by the applicable Adviser 

to be invested by the applicable 

Regulated Fund in the Potential CoInvestment Transaction, together with 

the amount proposed to be invested by 

the other participating Regulated Funds 

and Affiliated Accounts, collectively, in 

the same transaction, exceeds the 

amount of the investment opportunity, 

the investment opportunity will be 

allocated among them pro rata based on 

each participant’s capital available for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. The applicable 

Adviser will provide the Eligible 

Trustees of each participating Regulated 

Fund with information concerning each 

participating party’s available capital to 

assist the Eligible Directors with their 

review of the Regulated Fund’s 

investments for compliance with these 

allocation procedures. 

(c) After making the determinations 

required in conditions 1 and 2(a), the 

applicable Adviser will distribute 

written information concerning the 

Potential Co-Investment Transaction 

(including the amount proposed to be 

invested by each participating Regulated 

Fund and Affiliated Account) to the 

Eligible Trustees of each participating 

Regulated Fund for their consideration. 

A Regulated Fund will co-invest with 

one or more other Regulated Funds and/ 

or one or more Affiliated Accounts only 

if, prior to the Regulated Fund’s 

participation in the Potential CoInvestment Transaction, a Required 

Majority concludes that: 

(i) The terms of the Potential CoInvestment Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Regulated Fund and its 

shareholders and do not involve 

overreaching in respect of the Regulated 

Fund or its shareholders on the part of 

any person concerned; 

(ii) the Potential Co-Investment 

Transaction is consistent with: 

(A) The interests of the shareholders 

of the Regulated Fund; and 

(B) the Regulated Fund’s then-current 

Objectives and Strategies; 

(iii) the investment by any other 

Regulated Funds or Affiliated Accounts 

would not disadvantage the Regulated 

Fund, and participation by the 

Regulated Fund would not be on a basis 

different from or less advantageous than 

that of other Regulated Funds or 

Affiliated Accounts; provided that, if 

any other Regulated Fund or Affiliated 

Account, but not the Regulated Fund 

itself, gains the right to nominate a 

director for election to a portfolio 

company’s board of directors or the 

right to have a board observer or any 

similar right to participate in the 

governance or management of the 

portfolio company, such event shall not 

be interpreted to prohibit the Required 

Majority from reaching the conclusions 

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

(A) The Eligible Trustees 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 Regulated Fund’s Board with respect 

to the actions of such director or the 

information received by such board 

observer or obtained through the 

exercise of any similar right to 

participate in the governance or 

management of the portfolio company; 

and 

(C) any fees or other compensation 

that any Affiliated Account or any 

Regulated Fund or any affiliated person 

of any Affiliated Account or any 

Regulated Fund receives in connection 

with the right of an Affiliated Account 

or a Regulated 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 participating 

Affiliated Accounts (who each may, in 

turn, share its portion with its affiliated 

persons) and the participating Regulated 

Funds in accordance with the amount of 

each party’s investment; and 

(iv) the proposed investment by the 

Regulated Fund will not benefit the 

Advisers, the Affiliated Accounts or the 

other Regulated Funds or Affiliated 

Accounts or any affiliated person of any 

of them (other than the parties to the CoInvestment Transaction), except (A) to 

the extent permitted by condition 13, 

(B) to the extent permitted by Section 

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

(C) indirectly, as a result of an interest 

in the 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. Each Regulated Fund has the right 

to decline to participate in any Potential 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 44689 

11This exception applies only to Follow-On 

Investments by a Regulated Fund in issuers in 

which that Regulated Fund already holds 

investments. 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. The applicable Adviser will present 

to the Board of each Regulated Fund, on 

a quarterly basis, a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Funds or Affiliated Accounts 

during the preceding quarter that fell 

within the Regulated Fund’s thencurrent Objectives and Strategies that 

were not made available to the 

Regulated Fund, and an explanation of 

why the investment opportunities were 

not offered to the Regulated Fund. All 

information presented to the Board 

pursuant to this condition will be kept 

for the life of the Regulated Fund 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 8,11

a Regulated Fund will not invest in 

reliance on the Order in any issuer in 

which another Regulated Fund, 

Affiliated Account, or any affiliated 

person of another Regulated Fund or 

Affiliated Account is an existing 

investor. 

6. A Regulated Fund will not 

participate in any Potential CoInvestment Transaction unless the 

terms, conditions, price, class of 

securities to be purchased, settlement 

date, and registration rights will be the 

same for each participating Regulated 

Fund and Affiliated Account. The grant 

to an Affiliated Account or another 

Regulated Fund, but not the Regulated 

Fund, 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 Affiliated Account or any 

Regulated Fund elects to sell, exchange 

or otherwise dispose of an interest in a 

security that was acquired in a CoInvestment Transaction, the applicable 

Advisers will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed disposition 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

participation by each Regulated Fund in 

the disposition. 

(b) Each Regulated Fund 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 Accounts and 

Regulated Funds. 

(c) A Regulated Fund may participate 

in such disposition without obtaining 

prior approval of the Required Majority 

if: (i) The proposed participation of each 

Regulated Fund and each Affiliated 

Account in such disposition is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition; (ii) the Board 

of the Regulated Fund has approved as 

being in the best interests of the 

Regulated Fund the ability to participate 

in such dispositions on a pro rata basis 

(as described in greater detail in the 

application); and (iii) the Board of the 

Regulated Fund is provided on a 

quarterly basis with a list of all 

dispositions made in accordance with 

this condition. In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Trustees, and the Regulated Fund will 

participate in such disposition solely to 

the extent that a Required Majority 

determines that it is in the Regulated 

Fund’s best interests. 

(d) Each Affiliated Account and each 

Regulated Fund will bear its own 

expenses in connection with any such 

disposition. 

8. (a) If any Affiliated Account or any 

Regulated Fund desires to make a 

Follow-On Investment in a portfolio 

company whose securities were 

acquired in a Co-Investment 

Transaction, the applicable Advisers 

will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed transaction 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed Follow-On 

Investment, by each Regulated Fund. 

(b) A Regulated Fund may participate 

in such Follow-On Investment without 

obtaining prior approval of the Required 

Majority if: (i) The proposed 

participation of each Regulated Fund 

and each Affiliated Account in such 

investment is proportionate to its 

outstanding investments in the issuer 

immediately preceding the Follow-On 

Investment; and (ii) the Board of the 

Regulated Fund has approved as being 

in the best interests of the Regulated 

Fund 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 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Trustees, and the Regulated Fund will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Regulated Fund’s best interests. 

(c) If, with respect to any Follow-On 

Investment: 

(i) The amount of the opportunity is 

not based on the Regulated Funds’ and 

the Affiliated Accounts’ outstanding 

investments immediately preceding the 

Follow-On Investment; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by each Regulated Fund in the 

Follow-On Investment, together with 

the amount proposed to be invested by 

the participating Affiliated Accounts 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 participant’s capital available 

for investment 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 CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. The Non-Interested Trustees of 

each Regulated Fund will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Funds or 

Affiliated Accounts that the Regulated 

Fund considered but declined to 

participate in, so that the Non-Interested 

Trustees may determine whether all 

investments made during the preceding 

quarter, including those investments 

that the Regulated Fund considered but 

declined to participate in, comply with 

the conditions of the Order. In addition, 

the Non-Interested Trustees will 

consider at least annually the continued 

appropriateness for the Regulated Fund 

of participating in new and existing CoInvestment Transactions. 

10. Each Regulated Fund will 

maintain the records required by 

Section 57(f)(3) of the Act as if each of 

the Regulated Funds were a BDC and 

each of the investments permitted under 

these conditions were approved by the 

Required Majority under Section 57(f) of 

the Act. 

11. No Non-Interested Trustee of a 

Regulated Fund will also be a director, 

general partner, managing member or 

principal, or otherwise an ‘‘affiliated 

person’’ (as defined in the Act) of an 

Affiliated Account. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44690 Federal Register / Vol. 82, No. 184 / Monday, September 25, 2017 / Notices 

12Applicants are not requesting and the staff is 

not providing any relief for transaction fees 

received in connection with any Co-Investment 

Transaction. 13 ‘‘Holders’’ means the Advisers, certain 

employees and principals of MassMutual and its 

affiliated advisers (collectively, the ‘‘Principals’’), 

and any person controlling, controlled by, or under 

common control with the Advisers or the 

Principals, and the Affiliated Accounts. 

14 ‘‘Shares’’ means the outstanding voting shares 

of a Regulated Fund. 

12. 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 1933 Act) 

will, to the extent not payable by the 

Advisers under their respective 

investment advisory agreements with 

Affiliated Accounts and the Regulated 

Funds, be shared by the Regulated 

Funds and the Affiliated Accounts in 

proportion to the relative amounts of the 

securities held or to be acquired or 

disposed of, as the case may be. 13. Any transaction fee 12 (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

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

applicable), received in connection with 

a Co-Investment Transaction will be 

distributed to the participating 

Regulated Funds and Affiliated 

Accounts 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 

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 

participating Regulated Funds and 

Affiliated Accounts based on the 

amounts they invest in such CoInvestment Transaction. None of the 

Affiliated Accounts, the Advisers, the 

other Regulated Funds or any affiliated 

person of the Regulated Funds or 

Affiliated Accounts 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 Regulated Funds and the 

Affiliated Accounts, 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 an Adviser, investment advisory fees 

paid in accordance with the agreement 

between the Adviser and the Regulated 

Fund or Affiliated Account. 

14. If the Holders 13 own in the 

aggregate more than 25 percent of the 

Shares 14 of a Regulated Fund, then the 

Holders will vote such Shares as 

directed by an independent third party 

when voting on (1) the election of 

trustees; (2) the removal of one or more 

trustees; or (3) any other matter under 

either the Act or applicable State law 

affecting the Board’s composition, size 

or manner of election. 

15. Each Regulated Fund’s chief 

compliance officer, as defined in Rule 

38a–1(a)(4), will prepare an annual 

report for its Board each year that 

evaluates (and documents the basis of 

that evaluation) the Regulated Fund’s 

compliance with the terms and 

conditions of the Application and the 

procedures established to achieve such 

compliance. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20438 Filed 9–22–17; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #15314 and #15315; 

Georgia Disaster Number GA–00100] 

Presidential Declaration of a Major 

Disaster for the State of Georgia 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for the State of Georgia (FEMA– 

4338–DR), dated 09/15/2017. 

Incident: Hurricane Irma. 

Incident Period: 09/07/2017 and 

continuing. 

DATES: Issued on 09/15/2017. 

Physical Loan Application Deadline 

Date: 11/14/2017. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 06/15/2018. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: 

A. Escobar, Office of Disaster 

Assistance, U.S. Small Business 

Administration, 409 3rd Street SW., 

Suite 6050, Washington, DC 20416, 

(202) 205–6734. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

President’s major disaster declaration on 

09/15/2017, applications for disaster 

loans may be filed at the address listed 

above or other locally announced 

locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties (Physical Damage and 

Economic Injury Loans): Camden, 

Chatham, Glynn 

Contiguous Counties (Economic Injury 

Loans Only): 

Georgia: Brantley, Bryan, Charlton, 

Effingham, Mcintosh, Wayne 

Florida: Nassau 

South Carolina: Jasper 

The Interest Rates are: 

Percent 

For Physical Damage: 

Homeowners with Credit Available Elsewhere ...................... 3.500 

Homeowners without Credit 

Available Elsewhere .............. 1.750 

Businesses with Credit Available Elsewhere ...................... 6.610 

Businesses without Credit 

Available Elsewhere .............. 3.305 

Non-Profit Organizations with 

Credit Available Elsewhere ... 2.500 

Non-Profit Organizations without Credit Available Elsewhere ..................................... 2.500 

For Economic Injury: 

Businesses & Small Agricultural 

Cooperatives without Credit 

Available Elsewhere .............. 3.305 

Non-Profit Organizations without Credit Available Elsewhere ..................................... 2.500 

The number assigned to this disaster 

for physical damage is 153148 and for 

economic injury is 153150. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

James E. Rivera, 

Associate Administrator for Disaster 

Assistance. 

[FR Doc. 2017–20315 Filed 9–22–17; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #15291 and #15292; 

TEXAS Disaster Number TX–00488] 

Presidential Declaration Amendment of 

a Major Disaster for Public Assistance 

Only for the State of Texas 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 2. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Texas (FEMA–4332–DR), 

dated 09/04/2017. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES