[Federal Register: October 4, 2010 (Volume 75, Number 191)]
[Notices]
[Page 61232-61237]
[DOCID:fr04oc10-78]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29446; 813-358]

RIEF RMP LLC and Renaissance Technologies LLC; Notice of
Application

September 28, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 6(b) and 6(e)
of the Investment Company Act of 1940 (the ``Act'') granting an
exemption from all provisions of the Act, except section 9, and
sections 36 through 53, and the rules and regulations under the Act.
With respect to sections 17 and 30 of the Act, and the rules and
regulations thereunder, and rule 38a-1 under the Act, the exemption is
limited as set forth in the application.

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    Summary of Application: Applicants request an order to exempt
certain limited liability companies and other investment vehicles
formed for the benefit of eligible employees of Renaissance
Technologies LLC (``RTC'') and its affiliates from certain provisions
of the Act. Each limited partnership or other investment vehicle will
be an ``employees' securities company'' within the meaning of section
2(a)(13) of the Act.
    Applicants: RIEF RMP LLC (``RMP'') and RTC.

DATES:  The application was filed on August 2, 2005 and amended on May
3, 2007, May 14, 2008, and June 4, 2010. Applicants have agreed to file
an amendment during the notice period, the substance of which is
reflected in this notice.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicant 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 25, 2010, and should be accompanied by proof of
service on applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090; Applicants, 800 Third Avenue,
New York, New York 10022.

FOR FURTHER INFORMATION CONTACT: Deepak T Pai, Senior Counsel, at (202)
551-6876, or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER> (Division
of Investment Management, Office of Investment Company Regulation).
    Supplementary Information: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.
    Applicants' Representations:
    1. RTC is registered as an investment adviser under the Investment
Advisers Act of 1940 (the ``Advisers Act'') and as a commodity pool
operator and commodity trading adviser with the Commodity Futures
Trading Commission under the Commodity Exchange Act, and is a member of
the National Futures Association. RTC provides investment management
services primarily to institutional investors as well as its own
employees and related parties and is the general partner, managing
member or investment adviser to several private funds. RTC and its
``affiliates,'' as defined in rule 12b-2 under the Securities Exchange
Act of 1934 (the

``1934 Act''), are referred to collectively as ``RTC Group.''
    2. RTC has organized RMP as a Delaware limited liability company,
and RTC may in the future organize additional private investment funds
(``Future Pooled Investment Vehicles,'' and together with RMP, ``Pooled
Investment Vehicles'') identical in all respects to RMP (other than
investment objectives and strategies and form of organization) for the
benefit of the same categories of eligible investors as those investing
in RMP. RMP was formed to benefit Eligible Employees (as defined below)
and other eligible investors as part of a program by RTC to (a) create
capital building opportunities that are competitive with those at other
investment management firms, and (b) facilitate the recruitment and
retention by RTC of high caliber personnel and key administrative
employees. Investing in the Pooled Investment Vehicles will be
voluntary. RMP will operate as a non-diversified, closed-end management
investment company. Membership interests (``Interests'') in RMP will be
offered in two series--A and B (``Series''). Each Series will be
identical to the other except for the fees each will pay to RTC for the
services rendered to RMP by RTC. RMP and each Future Pooled Investment
Vehicle will be an ``employees' securities company'' as that term is
defined in section 2(a)(13) of the Act.
    3. RTC serves as the managing member of RMP and will serve as the
general partner, managing member or investment adviser (``Managing
Member'') of the Future Pooled Investment Vehicles. RTC will control
each Pooled Investment Vehicle within the meaning of section 2(a)(9) of
the Act, and will have the authority to make all decisions regarding
the acquisition, management and disposition of the portfolio
investments for Pooled Investment Vehicles. RTC will be paid an
advisory fee for its services, which may be determined as a percentage
of assets under management. In addition, RTC may be entitled to a
performance-based fee or allocation based on net capital appreciation
in addition to the fixed fee.\1\
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    \1\ Any performance fee or allocation will be charged only if
permitted by rule 205-3 under the Advisers Act.
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    4. RTC, as Managing Member, and any other person acting for or on
behalf of the Pooled Investment Vehicles shall act in the best interest
of the Pooled Investment Vehicles and their Participants (as defined
below). Whenever RTC or any other person acting for or on behalf of the
Pooled Investment Vehicles is required or permitted to make a decision,
take or approve an action, or omit to do any of the foregoing in such
person's discretion, then that person shall exercise such discretion in
accordance with reasonableness and good faith and any fiduciary duties
owed to the Pooled Investment Vehicles and the Participants. The
organizational documents for, and any other contractual arrangements
regarding, a Pooled Investment Vehicle will not contain any provision
which protects or purports to protect RTC or its delegates against any
liability to the Pooled Investment Vehicles or the Participants to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of such
person's duties, or by reason of such person's reckless disregard of
such person's obligations and duties under such contract or
organizational documents.
    5. Interests in the Pooled Investment Vehicles will be offered to
Eligible Investors (as defined below) without registration in reliance
on section 4(2) of the Securities Act of 1933 (the ``1933 Act'') or
Regulation D under the 1933 Act. RTC must reasonably believe, before
offering an Interest to an Eligible Investor, that such person has the
knowledge, sophistication and experience in business and financial
matters to be capable of evaluating the merits and risks of the
investment, is able to bear the economic risk of such investment, and
is able to afford a complete loss of such investment.
    6. ``Eligible Investors'' who may invest in the Pooled Investment
Vehicles are: (a) Individuals who are current or former employees,
officers or directors of the RTC Group (``Eligible Employees''); (b) a
spouse, child, spouse of a child, brother, sister, parent or grandchild
of an individual who is an Eligible Employee (``Eligible Family
Members''); (c) persons or entities whom the RTC Group has engaged on
retainer to provide services and professional expertise on an ongoing
basis as regular consultants in business or legal advisers to the RTC
Group and who share a community of interest with RTC and RTC employees
(``Consultants''); and (d) either (i) trusts or other investment
vehicles of which the trustees or grantors are Eligible Employees or
Eligible Employees together with their Eligible Family Members, (ii)
trusts or other investment vehicles established solely for the benefit
of Eligible Employees, Consultants or Eligible Family Members, or (iii)
partnerships, corporations or other entities all of the voting power of
which is controlled by Eligible Employees (``Qualified Investment
Entities'') (together with Eligible Employees, Eligible Family Members
and Consultants, ``Eligible Investors'').
    7. All Eligible Investors investing in RMP must be ``accredited
investors'' as defined in rule 501(a)(5) or 501(a)(6) of Regulation D,
except that up to 35 Eligible Employees who are non-accredited
investors may invest in RMP provided they fall into one of the
following categories: (a) Eligible Employees who (i) Have a graduate
degree in business, law or accounting, (ii) have a minimum of five
years of consulting, investment banking or similar business experience,
and (iii) have had reportable income from all sources of at least
$100,000 in each of the two most recent years and have a reasonable
expectation of income from all sources of at least $140,000 in the
years in which the Eligible Employee invests in a Pooled Investment
Vehicle; or (b) Eligible Employees who are ``knowledgeable employees,''
as defined in rule 3c-5 under the Act, of the Pooled Investment Vehicle
(with the Pooled Investment Vehicle treated as though it were a
``covered company'' for purposes of the rule). In addition, an Eligible
Employee in category (a) above will not be permitted to invest in any
year more than 10% of his or her income from all sources for the
immediately preceding year in the aggregate in the Pooled Investment
Vehicle and in all other Pooled Investment Vehicles in which that
Eligible Employee has previously invested.
    8. A Qualified Investment Entity must be either (a) an accredited
investor as defined in rule 501(a) of Regulation D, or (b) an entity
for which an Eligible Employee is the settlor and principal investment
decisionmaker and is counted toward the limit on the 35 non-accredited
investors that may invest in a Pooled Investment Vehicle.
    9. The specific investment objectives and strategies for a
particular Pooled Investment Vehicle will be set forth in the private
placement memorandum relating to the Interests in the Pooled Investment
Vehicles being offered, which will be delivered to each offeree at or
before the sale of an Interest. Each Pooled Investment Vehicle will
furnish to those Eligible Investors who are accepted as investors
(``Participants'') annual financial statements audited by its
registered public accounting firm and unaudited monthly reports of the
results

of its investments.\2\ In addition, RTC will cause a report to be sent
to each Participant in a Pooled Investment Vehicle, as soon as
practicable after the end of each fiscal year, setting forth the
information with respect to his or her share of income, gains, losses,
credits and other items for federal and state income tax purposes.
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    \2\ ``Audit'' shall have the meaning defined in rule 1-02(d) of
Regulation S-X.
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    10. Interests in the Pooled Investment Vehicles will not be
transferable except with the express consent of RTC and then only to
Eligible Investors. No sales load or fees of any kind will be charged
in connection with the sale of Interests. Each private placement
memorandum of the Pooled Investment Vehicles will describe the terms by
which a Participant may transfer an Interest or withdraw from the
Pooled Investment Vehicle. In addition, RTC has the right to cause any
Participant to withdraw without cause. Upon withdrawal, the Pooled
Investment Vehicles will pay to the Participant the net asset value of
the Interest determined at the time of withdrawal, as determined in
good faith by RTC.
    11. RTC intends to structure an investment program in which the
Pooled Investment Vehicles will co-invest in portfolio companies with
RTC or other pooled investment funds organized primarily for the
benefit of investors who are not affiliated with RTC over which RTC
exercises investment discretion (``Third Party Funds'').\3\ Side-by-
side investments by a Third Party Fund, or by an RTC entity in a
transaction in which the RTC investment was made pursuant to a
contractual obligation to a Third Party Fund, will not be subject to
the restrictions contained in condition 3. All other side-by-side
investments will be subject to the restrictions contained in condition
3.
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    \3\ The investment objectives and program of one such Third
Party Fund, Renaissance Institutional Equities Fund LLC (``RIEF''),
will be substantially similar to RMP's investment objectives and
program.
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    12. RMP and other Pooled Investment Vehicles may borrow money from
others. Any indebtedness of the Pooled Investment Vehicles will be the
debt of such Pooled Investment Vehicles and without recourse to the
Participants. The Pooled Investment Vehicles will not borrow from any
person if the borrowing would cause any person other than an Eligible
Investor to own securities of the Pooled Investment Vehicles (other
than short term paper).
    13. The Pooled Investment Vehicles will not purchase or otherwise
acquire any security issued by any registered investment company if the
Pooled Investment Vehicles immediately after such purchase or
acquisition will own in the aggregate more than 3% of the total
outstanding voting stock of such investment company.
    Applicants' Legal Analysis:
    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act to the extent that the exemption is consistent with the protection
of investors. Section 6(b) provides that the Commission will consider,
in determining the provisions of the Act from which the company should
be exempt, the company's form of organization and capital structure,
the persons owning and controlling its securities, the price of the
company's securities and the amount of any sales load, how the
company's funds are invested, and the relationship between the company
and the issuers of the securities in which it invests. Section 2(a)(13)
defines an employees' securities company, in relevant part, as any
investment company all of whose securities (other than short-term
paper) are beneficially owned (a) by current or former employees, or
persons on retainer, of one or more affiliated employers, (b) by
immediate family members of such persons, or (c) by such employer or
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. Applicants request an order under sections 6(b) and 6(e) of
the Act exempting RMP and each Future Pooled Investment Vehicle from
all provisions of the Act, except section 9 and sections 36 through 53
of the Act, and the rules and regulations under the Act. With respect
to sections 17 and 30 of the Act, and the rules and regulations
thereunder, and rule 38a-1 under the Act, the exemption is limited as
set forth in the application.
    3. Section 17(a) of the Act generally prohibits any affiliated
person of a registered investment company, or any affiliated person of
an affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the company.
Applicants request an exemption from section 17(a) to permit: (a) RTC
or a Third Party Fund (or any affiliated person of RTC or a Third Party
Fund), acting as principal, to engage in any transaction directly or
indirectly with a Pooled Investment Vehicle or any company controlled
by a Pooled Investment Vehicle; and (b) the Pooled Investment Vehicles
to invest in or engage in any transaction with any RTC entity (or any
affiliated person of such entity), acting as principal, (i) in which
the Pooled Investment Vehicles, any company controlled by a Pooled
Investment Vehicle, or any RTC entity or Third Party Fund has invested
or will invest, or (ii) with which the Pooled Investment Vehicles, any
company controlled by a Pooled Investment Vehicle or any RTC entity or
Third Party Fund is or will become affiliated.
    4. Applicants submit that an exemption from section 17(a) is
consistent with the purposes of the Pooled Investment Vehicles and the
protection of investors. Applicants state that Participants in the
Pooled Investment Vehicles will be fully informed of the possible
extent of the Pooled Investment Vehicles' co-investing with RTC and
Third Party Funds. Applicants also state that, as professionals
employed in the investment management business, or in administrative,
financial, accounting, legal or operational activities related thereto,
or otherwise familiar with RTC, Eligible Investors will be able to
understand and evaluate the attendant risks. Applicants assert that the
community of interest among the Eligible Investors investing in the
Pooled Investment Vehicles, on the one hand, and RTC, on the other
hand, will protect Participants against any risk of abuse.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from
participating in any joint arrangement with the registered investment
company unless authorized by the Commission. Applicants request an
order pursuant to section 17(d) and rule 17d-1 to the extent necessary
to permit affiliated persons of RMP and the Future Pooled Investment
Vehicles (including, without limitation, RTC, affiliated persons of RTC
and a Third Party Fund), or affiliated persons of any of these persons
to participate in, or effect any transaction in connection with, any
joint enterprise or other joint arrangement or profit-sharing plan in
which any Pooled Investment Vehicle or a company controlled by any
Pooled Investment Vehicle is a participant.

    6. Applicants assert that compliance with section 17(d) would
prevent RMP and the Future Pooled Investment Vehicles from achieving
their principal purpose, which is to provide Eligible Employees a
vehicle through which they may invest in the same securities as RIEF or
another Third Party Fund. Applicants believe that if RMP's or any
Future Pooled Investment Vehicle's co-investments with RTC and its
affiliated persons and affiliated persons of its affiliated persons are
prohibited, the appeal of RMP and Future Pooled Investment Vehicles for
the Eligible Investors would be significantly diminished. Eligible
Investors have indicated a desire to participate in such co-investment
opportunities because they believe that: (a) RTC can analyze investment
opportunities to an extent that individual employees would have neither
the time nor resources to duplicate; (b) investments made by Third
Party Funds managed by RTC may not be generally available to or
available on the same terms and conditions to investors even of the
financial status of the Eligible Investors; and (c) Eligible Investors
will be able to pool their investment resources, thus achieving greater
diversification of their individual investment portfolios. Applicants
further believe that the flexibility to structure co-investments and
joint investments will not involve abuses of the type section 17(d) and
rule 17d-1 were designed to prevent.
    7. Applicants believe that the interests of the Eligible Employees
participating in the Pooled Investment Vehicles will be adequately
protected even in situations where condition 3 does not apply. In
structuring a Third Party Fund, it is common for the unaffiliated
investors of such fund to require that RTC invest its own capital in
fund investments, either through the fund or on a side-by-side basis,
and that RTC investments be subject to substantially the same terms as
those applicable to the fund's investments. Applicants believe it is
important that the interests of the Third Party Fund take priority over
the interests of the Pooled Investment Vehicles, and that the
activities of the Third Party Fund not be burdened or otherwise
affected by activities of the Pooled Investment Vehicles. If condition
3 were to apply to RTC's investment in these situations, the effect of
such a requirement would be to indirectly burden the Third Party Fund
with the requirements of condition 3. In addition, applicants state
that the relationship of RMP to RIEF or another Pooled Investment
Vehicle to another Third Party Fund is fundamentally different from
RMP's and the other Pooled Investment Vehicles' relationship to RTC.
The focus of, and the rationale for, the protections contained in the
requested relief are to protect the Pooled Investment Vehicles from any
overreaching by RTC in the employer/employee context, whereas the same
concerns are not present with respect to RMP and the other Pooled
Investment Vehicles vis-[agrave]-vis the investors in RIEF or other
Third Party Funds.
    8. Section 17(f) of the Act designates the entities that may act as
investment company custodians, and rule 17f-1 under the Act imposes
certain requirements when the custodian is a member of a national
securities exchange. Applicants request an exemption from section 17(f)
and rule 17f-1 to permit the following exceptions from the requirements
of rule 17f-1: (a) In lieu of compliance with rule 17f-1(b)(1), RMP and
each Future Pooled Investment Vehicle will enter into a written
customer and prime broker agreement with one or more broker-dealers
each of whom is a member of the New York Stock Exchange LLC in
substantially similar form to the form used by the subject prime
broker(s); \4\ (b) in lieu of compliance with rule 17f-1(b)(4), the
Pooled Investment Vehicles' registered public accountant shall semi-
annually reconcile the prime broker's statement of each Pooled
Investment Vehicle's account with each Pooled Investment Vehicle's
records of its holdings of cash and securities and issue to each Pooled
Investment Vehicle a report on such reconciliation; (c) the Pooled
Investment Vehicles will not comply with rule 17f-1(c), which requires
transmitting to the Commission a copy of any contract executed pursuant
to rule 17f-1; and (d) RTC as the Managing Member will approve the
contracts required to be ratified by the board of directors in rule
17f-1(d). Applicants will comply with all other requirements of rule
17f-1.
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    \4\ Almost all of the securities in which RMP and the Future
Pooled Investment Vehicles will invest will be eligible for deposit
in a securities depository registered as a clearing agency under the
1934 Act. There will be no physical segregation, and segregation
will be accomplished by entries on the books and records of the
prime broker and periodic account statements issued by the prime
broker to RMP and each Future Pooled Investment Vehicle will reflect
such recordation.
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    9. Section 17(g) of the Act and rule 17g-1 under the Act generally
require the bonding of officers and employees of a registered
investment company who have access to its securities or funds. Rule
17g-1 requires that a majority of directors who are not interested
persons take certain actions and give certain approvals relating to
fidelity bonding. Applicants request instead that such actions and
approvals be taken by RTC, regardless of whether it is deemed to be an
interested person of such Pooled Investment Vehicles. Applicants state
that because RTC will be considered an interested person of each Pooled
Investment Vehicle, the Pooled Investment Vehicles could not comply
with rule 17g-1 without the requested relief. Applicants also request
an exemption from the requirements of paragraphs (g) and (h) of rule
17g-1 relating to the filing of copies of fidelity bonds and related
information with the Commission and the provision of notices to the
board of directors, and from the requirements of rule 17g-1(j)(3) that
the board of directors of an investment company satisfy the fund
governance standards defined in rule 0-1(a)(7). The Pooled Investment
Vehicles will comply with all other requirements of rule 17g-1.
    10. Section 17(j) of the Act and paragraph (b) of rule 17j-1 under
the Act make it unlawful for certain enumerated persons to engage in
fraudulent or deceptive practices in connection with the purchase or
sale of a security held or to be acquired by a registered investment
company. Rule 17j-1 also requires that every registered investment
company adopt a written code of ethics and that every access person of
a registered investment company report personal securities
transactions. Applicants request an exemption from the provisions of
rule 17j-1, except for the anti-fraud provisions of paragraph (b),
because they are unnecessarily burdensome as applied to the Pooled
Investment Vehicles and would serve little purpose in light of the
community of interest among the Participants by virtue of their common
association with RTC.
    11. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those
sections, that registered investment companies prepare and file with
the Commission and mail to their shareholders certain periodic reports
and financial statements. Applicants contend that the forms prescribed
by the Commission for periodic reports have little relevance to the
Pooled Investment Vehicles and would entail administrative and legal
costs that outweigh any benefit to the Participants in the Pooled
Investment Vehicles. Applicants request exemptive relief to the extent
necessary to permit the Pooled Investment Vehicles to report annually
to their Participants. Applicants also request an exemption from
section 30(h) of the Act to the

extent necessary to exempt RTC, directors and officers of RTC and any
other persons who may be deemed members of an advisory board of the
Pooled Investment Vehicles from filing Forms 3, 4 and 5 under section
16 of the 1934 Act with respect to their ownership of Interests in the
Pooled Investment Vehicles. Applicants assert that, because there would
be no trading market and the transfers of Interests are severely
restricted, these filings are unnecessary for the protection of
investors and burdensome to those required to make them.
    12. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies reasonably designed to prevent
violation of the federal securities laws and to appoint a chief
compliance officer. RMP and Future Pooled Investment Vehicles will
comply will rule 38a-1(a), (c) and (d), except that the board of
directors of RTC, the Managing Member, will fulfill the
responsibilities assigned to a fund's board of directors under the rule
and, since all the members of RTC's board of directors would be
considered interested persons, approval by a majority of the
disinterested directors required by rule 38a-1 will not be obtained. In
addition, because the board of directors of RTC does not have any
disinterested directors, RMP and the Future Pooled Investment Vehicles
will comply with the requirement in rule 38a-1(a)(4)(iv) that the chief
compliance officer meet with the disinterested directors by having the
chief compliance officer meet with the board of directors of RTC as
constituted.
    Applicants' Conditions:
    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a)
or section 17(d) of the Act and rule 17d-1 thereunder to which RMP or a
Future Pooled Investment Vehicle is a party (the ``Section 17
Transactions'') will be effected only if RTC determines that:
    (a) The terms of the Section 17 Transaction, including the
consideration to be paid or received, are fair and reasonable to the
Participants in the Pooled Investment Vehicle and do not involve
overreaching of the Pooled Investment Vehicle or its Participants on
the part of any person concerned; and
    (b) The Section 17 Transaction is consistent with the interests of
the Participants, the organizational documents of the Pooled Investment
Vehicle, and the Pooled Investment Vehicle's reports to its
Participants.
    In addition, RTC will record and preserve a description of the
Section 17 Transactions, the findings of RTC, the information or
materials upon which the findings of RTC are based, and the basis for
those findings. All such records will be maintained for the life of the
Pooled Investment Vehicles and at least six years thereafter, and will
be subject to examination by the Commission and its staff. The Pooled
Investment Vehicles will preserve the accounts, books and other
documents required to be maintained in an easily accessible place for
the first two years.
    2. In connection with the Section 17 Transactions, RTC will adopt,
and periodically review and update, procedures designed to ensure that
reasonable inquiry is made, prior to the consummation of any Section 17
Transaction, with respect to the possible involvement in the
transaction of any Affiliated Person or promoter of or principal
underwriter for the Pooled Investment Vehicles, or any affiliated
person of any such person, promoter or principal underwriter.
    3. RTC will not invest the funds of a Pooled Investment Vehicle in
any investment in which a ``Co-Investor'' (as defined below) has
acquired or proposes to acquire the same class of securities of the
same issuer, where the investment involves a joint enterprise or other
joint arrangement within the meaning of rule 17d-1 in which a Pooled
Investment Vehicle and the Co-Investor are participants, unless any
such Co-Investor, prior to disposing of all or part of its investment:
(a) Gives RTC sufficient, but not less than one day's notice of its
intent to dispose of its investment; and (b) refrains from disposing of
its investment unless any Pooled Investment Vehicle has the opportunity
to dispose of its investment prior to or concurrently with, and on the
same terms as, and pro rata with the Co-Investor. The term ``Co-
Investor'' with respect to RMP or a Future Pooled Investment Vehicle
means any person who is: (a) An affiliated person (as defined in
section 2(a)(3) of the Act) of the Pooled Investment Vehicle (other
than a Third Party Fund); (b) RTC; (c) an officer or director of RTC;
or (d) an entity (other than a Third Party Fund) in which RTC acts as a
general partner, managing member, trustee or has a similar capacity to
control the sale or other disposition of the entity's securities.
    The restrictions contained in this condition, however, will not be
deemed to limit or prevent the disposition of an investment by a Co-
Investor: (a) To its direct or indirect wholly-owned subsidiary, to any
company (a ``Parent'') of which the Co-Investor is a direct or indirect
wholly-owned subsidiary, or to a direct or indirect wholly-owned
subsidiary of its Parent; (b) to immediate family members of the Co-
Investor or to a trust or other investment vehicle established for any
Co-Investor or any such family member; (c) when the investment is
comprised of securities that are listed on any exchange registered as a
national securities exchange under section 6 of the 1934 Act; (d) when
the investment is comprised of securities that are national market
system securities pursuant to section 11A(a)(2) of the 1934 Act and
rule 600(a) of Regulation NMS thereunder; (e) when the securities are
government securities as defined in section 2(a)(16) of the Act; and
(f) when the investment is comprised of securities that are listed on
or traded on any foreign securities exchange or board of trade that
satisfies regulatory requirements under the law of the jurisdiction in
which such foreign securities exchange or board of trade is organized
similar to those that apply to a national securities exchange or a
national market system for securities.
    4. The Pooled Investment Vehicles and RTC will maintain and
preserve, for the life of each Pooled Investment Vehicle and at least
six years thereafter, such accounts, books, and other documents as
constitute the record forming the basis for the audited financial
statements that are to be provided to the Participants in the Pooled
Investment Vehicles, and each annual report of each Pooled Investment
Vehicle required to be sent to such Participants, and agree that all
such records will be subject to examination by the Commission and its
staff.\5\
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    \5\ RMP and the Pooled Investment Vehicles will preserve the
accounts, books and other documents required to be maintained in an
easily accessible place for the first two years.
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    5. Each Pooled Investment Vehicle will send to each Participant in
such Pooled Investment Vehicle who had an interest in the Pooled
Investment Vehicle at any time during the fiscal year then ended
financial statements of the Pooled Investment Vehicle audited by the
Pooled Investment Vehicle's independent public accountants. At the end
of each fiscal year, RTC will make a valuation or have a valuation made
of all of the assets of the Pooled Investment Vehicle as of such fiscal
year end in a manner consistent with customary practice with respect to
the valuation of assets of the kind held by the Pooled Investment
Vehicle. In addition, within 120 days after the end of each Pooled
Investment Vehicle's

fiscal year or as soon as practicable thereafter, RTC will send a
report to each person who was a Participant in a Pooled Investment
Vehicle at any time during the fiscal year then ended, setting forth
such tax information as shall be necessary for the preparation by the
Participant of that Participant's federal and state income tax returns
and a report of the investment activities of the Pooled Investment
Vehicle during that fiscal year.
    6. If any Pooled Investment Vehicle makes purchases or sales from
or to an entity affiliated with such Pooled Investment Vehicle by
reason of an officer, director or employee of RTC (a) serving as an
officer, director, general partner or investment adviser of the entity,
or (b) having a 5% or more investment in the entity, such individual
will not participate in the Pooled Investment Vehicle's determination
of whether or not to effect the purchase or sale.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
 Deputy Secretary.
[FR Doc. 2010-24787 Filed 10-1-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 81, Number 197 (Wednesday, October 12, 2016)]
[Notices]
[Page 70434]
[FR Doc No: 2016-24621]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID: FEMA-2016-0029; OMB No. 1660-0112]

Agency Information Collection Activities: Proposed Collection;
Comment Request; FEMA Preparedness Grants: Transit Security Grant
Program (TSGP)

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: The Federal Emergency Management Agency, as part of its
continuing effort to reduce paperwork and respondent burden, invites
the general public and other Federal agencies to take this opportunity
to comment on an extension, without change, of a currently approved
information collection. In accordance with the Paperwork Reduction Act
of 1995, this notice seeks comments concerning the information
collection activities required to administer the FEMA Preparedness
Grants: Transit Security Grant Program (TSGP) that focuses on
transportation infrastructure protection activities.

DATES: Comments must be submitted on or before December 12, 2016.

ADDRESSES: To avoid duplicate submissions to the docket, please use
only one of the following means to submit comments:
    (1) Online. Submit comments at www.regulations.gov under Docket ID
FEMA-2016-0029. Follow the instructions for submitting comments.
    (2) Mail. Submit written comments to Docket Manager, Office of
Chief Counsel, DHS/FEMA, 500 C Street SW., 8NE., Washington, DC 20472-
3100.
    All submissions received must include the agency name and Docket
ID. Regardless of the method used for submitting comments or material,
all submissions will be posted, without change, to the Federal
eRulemaking Portal at http://www.regulations.gov, and will include any
personal information you provide. Therefore, submitting this
information makes it public. You may wish to read the Privacy Act
notice that is available via the link in the footer of
www.regulations.gov.

FOR FURTHER INFORMATION CONTACT: Paul Belkin, Branch Chief, FEMA, Grant
Programs Directorate,<PHONE_NUMBER>. You may contact the Records
Management Division for copies of the proposed collection of
information at email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The Transit Security Grant Program (TSGP) is
a FEMA grant program that focuses on transportation infrastructure
protection activities. The collection of information for TSGP is
mandated by Section 1406, Title XIV of the Implementing Recommendations
of the 9/11 Commission Act of 2007, 6 U.S.C. 1135, which directs the
Secretary to establish a program for making grants to eligible public
transportation agencies for security improvements. Additionally,
information is collected in accordance with Section 1406(c) of the
Implementing Recommendations of the 9/11 Commission Act of 2007, 6
U.S.C. 1135(c), which authorizes the Secretary to determine the
requirements for grant recipients, including application requirements.
The program provides funds to owners and operators of transit systems
(which include intra-city bus, commuter bus, and all forms of passenger
rail) to protect critical surface transportation infrastructure and the
traveling public from acts of terrorism, major disasters, and other
emergencies.

Collection of Information

    Title: FEMA Preparedness Grants: Transit Security Grant Program
(TSGP).
    Type of Information Collection: Extension, without change, of a
currently approved information collection.
    OMB Number: 1660-0112.
    FEMA Forms: FEMA Form 089-4, TSGP Investment Justification
Template.
    Abstract: The TSGP is an important component of the Department of
Homeland Security's effort to enhance the security of the Nation's
critical infrastructure. The program provides funds to owners and
operators of transit systems to protect critical surface transportation
infrastructure and the traveling public from acts of terrorism, major
disasters, and other emergencies.
    Affected Public: State, Local, or Tribal Government.
    Number of Respondents: 123.
    Number of Responses: 246.
    Estimated Total Annual Burden Hours: 5,043 hours.
    Estimated Cost: The estimated annual cost to respondents for the
hour burden is $208,981.92. There are no annual costs to respondents'
operations and maintenance costs for technical services. There are no
annual start-up or capital costs. The cost to the Federal Government is
$774,018.00.

Comments

    Comments may be submitted as indicated in the ADDRESSES caption
above. Comments are solicited to (a) evaluate whether the proposed data
collection is necessary for the proper performance of the agency,
including whether the information shall have practical utility; (b)
evaluate the accuracy of the agency's estimate of the burden of the
proposed collection of information, including the validity of the
methodology and assumptions used; (c) enhance the quality, utility, and
clarity of the information to be collected; and (d) minimize the burden
of the collection of information on those who are to respond, including
through the use of appropriate automated, electronic, mechanical, or
other technological collection techniques or other forms of information
technology, e.g., permitting electronic submission of responses.

    Dated: October 5, 2016.
Richard W. Mattison,
Records Management Program Chief, Mission Support, Federal Emergency
Management Agency, Department of Homeland Security.
[FR Doc. 2016-24621 Filed 10-11-16; 8:45 am]
 BILLING CODE 9111-46-P


[Federal Register Volume 79, Number 201 (Friday, October 17, 2014)]
[Notices]
[Pages 62509-62510]
[FR Doc No: 2014-24664]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2014-93]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of 14 CFR. The purpose of this notice is to
improve the public's awareness of, and participation in, this aspect of
FAA's regulatory activities. Neither publication of this notice nor the
inclusion or omission of information in the summary is intended to
affect the legal status of the petition or its final disposition.

DATES: Comments on this petition must identify the petition docket
number and must be received on or November 6, 2014.

ADDRESSES: You may send comments identified by Docket Number FAA-2014-
0762 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://www.regulations.gov and follow the instructions for sending your
comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Jake Troutman,<PHONE_NUMBER>, 800
Independence Avenue SW., Washington, DC, 20951.
    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on October 8, 2014.
Lirio Liu,
Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2014-0762.
    Petitioner: AeroVironment, Inc.
    Section of 14 CFR: 45.23(b), 61.113(a) and (b), 61.133(a), 91.7(a)
and (b), 91.109(a), 91.119, 91.151(a), 91.405(a), 91.407(a)(1),
91.409(a)(2), and 91.417(a).
    Description of Relief Sought: The petitioner is seeking an
exemption to commercially operate their Puma AE

DDL unmanned aerial system for agriculture, aerial survey photography,
and patrolling.

[FR Doc. 2014-24664 Filed 10-16-14; 8:45 am]
BILLING CODE 4910-13-P