[Federal Register Volume 85, Number 13 (Tuesday, January 21, 2020)]
[Notices]
[Pages 3449-3458]
[FR Doc No: 2020-00805]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33746; 812-14949]

First Eagle BDC, LLC, et al.

January 14, 2020.
AGENCY: Securities and Exchange Commission (``Commission'')

ACTION: Notice.

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    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 to permit certain joint transactions that otherwise would
be prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1.

SUMMARY OF APPLICATION: Applicants request an order to permit certain
business development companies and closed-end management investment
companies to co-invest in portfolio companies with each other and with
affiliated investment funds and accounts.

APPLICANTS: First Eagle BDC, LLC (``FE BDC''), First Eagle BDC Adviser,
LLC (``FE BDC Adviser''), First Eagle Private Credit, LLC (``FE Private
Credit''), First Eagle Private Credit Advisors, LLC (``FE Private
Credit Advisors''), First Eagle Investment Management, LLC (``First
Eagle''), and the following funds (referred to collectively as the
``Existing Affiliated Funds''): First Eagle Direct Lending Fund I, LP
First Eagle Direct Lending Fund I (EE), LP; First Eagle Direct Lending
Fund I (Parallel), LP; First Eagle DL Fund I Aggregator LLC; NewStar
Arlington Senior Loan Program LLC; First Eagle Berkeley Fund CLO LLC;
First Eagle Clarendon Fund CLO LLC; NewStar Commercial Loan Funding
2016-1 LLC; NewStar Commercial Loan Funding 2017-1 LLC; First Eagle
Commercial Loan Originator I LLC; NewStar Exeter Fund CLO LLC; NewStar
Fairfield Fund CLO Ltd.; First Eagle Warehouse Funding I LLC; and First
Eagle Dartmouth Holding LLC.

FILING DATES: The application was filed on May 28, 2019 and amended on
October 17, 2019.

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 February 10, 2020, 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
Street NE, Washington, DC 20549-1090. Applicants: David O'Connor, First
Eagle Investment Management, LLC, 1345 Avenue of the Americas, New
York, NY 10105, and Thomas Friedmann and Stephen Bier, Dechert LLP, One
International Place, 40th Floor, 100 Oliver Street, Boston, MA 02110.

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 (Division of Investment Management, Chief Counsel's
Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website 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<PHONE_NUMBER>.

Introduction

    1. The applicants request an order of the Commission under sections
17(d) and 57(i) of the Act and rule 17d-1 thereunder (the ``Order'') to
permit, subject to the terms and conditions set forth in the
application (the ``Conditions''), a Regulated Fund \1\ (or

any Wholly Owned Investment Sub of such Regulated Fund), on the one
hand, and one or more other Regulated Funds (or any Wholly Owned
Investment Sub of such Regulated Fund), one or more Affiliated Funds
and/or one ore more FE Proprietary Accounts, on the other hand, to
participate in the same investment opportunities where such
participation would otherwise be prohibited under section 17(d) or
57(a)(4) and the rules under the Act.\2\
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    \1\ ``Regulated Funds'' means (a) FE BDC (the ``Existing
Regulated Fund''), (b) the Future Regulated Funds (defined below)
and (c) the BDC Downstream Funds (defined below).
     ``Future Regulated Fund'' means a closed-end management
investment company (a) that is registered under the Act or has
elected to be regulated as a BDC and (b) whose investment adviser or
sub-adviser is an Adviser (defined below).
     ``BDC Downstream Fund'' means with respect to any Regulated
Fund that is a BDC, an entity (a) that the BDC directly or
indirectly controls, (b) that is not controlled by any person other
than the BDC (except a person that indirectly controls the entity
solely because it controls the BDC), (c) that would be an investment
company but for Section 3(c)(1) or 3(c)(7) of the Act, (d) whose
investment adviser is an Adviser and (e) that is not a Wholly Owned
Investment Sub (defined below).
     ``Adviser'' means any Existing Adviser (defined below) and any
Future Adviser (defined below); provided that an Adviser serving as
a sub-adviser to an Affiliated Fund (defined below) is included in
this term only if such Adviser controls the entity. The term Adviser
does not include any primary investment adviser to an Affiliated
Fund or a Regulated Fund whose sub-adviser is an Adviser, except
that such primary investment adviser is deemed to be an Adviser for
purposes of Conditions 2(c)(iv), 13 and 14 only. The primary
investment adviser to an Affiliated Fund or a Regulated Fund whose
sub-adviser is an Adviser will not source any Potential Co-
Investment Transactions (defined below) under the requested Order.
     ``Wholly Owned Investment Sub'' means any entity (i) that is
wholly owned by an Existing Regulated Fund or a Future Regulated
Fund (with such Regulated Fund at all times holding, beneficially
and of record, 100% of the voting and economic interests); (ii)
whose sole business purpose is to hold one or more investments and
issue debt on behalf or in lieu of such Regulated Fund; (iii) with
respect to which such 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 (iv)
that either (a) would be an investment company but for Section
3(c)(1) or 3(c)(7) of the Act or (b) relies on Rule 3a-7 under the
Act .
     ``Existing Adviser'' means First Eagle, FE Private Credit, and
FE Private Credit Advisors.
     ``Future Adviser'' means any future investment adviser that (i)
controls, is controlled by or is under common control with First
Eagle, (ii)(a) is registered as an investment adviser under the
Advisers Act or (b) is a relying adviser of an investment adviser
that is registered under the Advisers Act and that controls, is
controlled by or is under common control with First Eagle, and (iii)
is not a Regulated Fund or a subsidiary of a Regulated Fund.
     ``Affiliated Fund'' means (a) any Existing Affiliated Fund and
(b) any entity (i) whose investment adviser or sub-adviser is an
Adviser, (ii) that either (x) would be an investment company but for
Section 3(c)(1) or 3(c)(7) of the Act or (y) relies on Rule 3a-7
under the Act, and (iii) that is not a BDC Downstream Fund (together
with each such entity's direct and indirect wholly owned
subsidiaries); provided that an entity sub-advised by an Adviser is
included in this term only if such Adviser serving as sub-adviser
controls the entity.
     ``Potential Co-Investment 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 Funds, one or more FE Proprietary Accounts (defined
below), and/or one or more other Regulated Funds (or its Wholly
Owned Investment Sub) without obtaining and relying on the Order.
     ``FE Proprietary Accounts'' means (a) FE Private Credit, (b) FE
Private Credit Advisors and (c) any entity that (i) is a wholly- or
majority-owned subsidiary of First Eagle, (ii) is advised by an
Adviser and (iii) from time to time, may hold various financial
assets in a principal capacity. For the avoidance of doubt, neither
the Regulated Funds nor the Affiliated Funds shall be deemed to be
FE Proprietary Accounts.
    \2\ A ``Co-Investment Transaction'' is any transaction in which
a Regulated Fund (or its Wholly Owned Investment Sub) participates
together with one or more Affiliated Funds, one or more FE
Proprietary Accounts, and/or one or more other Regulated Funds (or
its Wholly Owned Investment Sub) in reliance on the requested Order.
All existing entities that currently intend to rely on the Order
have been named as applicants and any existing or future entities
that may rely on the Order in the future will comply with the terms
and Conditions set forth in the application.
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Applicants

    2. FE BDC is a Delaware limited liability company and structured as
an externally managed, non-diversified closed-end management investment
company that will elect to be regulated as a business development
company (``BDC'') under the Act.\3\ FE BDC will be managed by a Board
\4\ that will be comprised of five directors, three of whom will be
Independent Directors of FE BDC.\5\
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    \3\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in section 55(a)(1) through
55(a)(3) and makes available significant managerial assistance with
respect to the issuers of such securities.
    \4\ ``Board'' means (a) with respect to a Regulated Fund other
than a BDC Downstream Fund, the board of directors (or the
equivalent) of the Regulated Fund and (b) with respect to a BDC
Downstream Fund, the Independent Party (defined below) of the BDC
Downstream Fund.
     ``Independent Party'' means, with respect to a BDC Downstream
Fund, (a) if the BDC Downstream Fund has a board of directors (or
the equivalent), the board or (b) if the BDC Downstream Fund does
not have a board of directors (or the equivalent), a transaction
committee or advisory committee of the BDC Downstream Fund.
    \5\ ``Independent Director'' means a member of the Board of any
relevant entity who is not an ``interested person'' as defined in
Section 2(a)(19) of the Act. No Independent Director of a Regulated
Fund (including any non-interested member of an Independent Party)
will have a financial interest in any Co-Investment Transaction,
other than indirectly through share ownership in one of the
Regulated Funds.
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    3. FE BDC Adviser is a Delaware limited liability company and is
registered with the Commission as an investment adviser under the
Advisers Act. FE BDC Adviser will serve as the investment adviser to FE
BDC. Subject to the general supervision of the FE BDC Board, FE BDC
Adviser will be responsible for the overall management of FE BDC's
activities and for the supervision and ongoing monitoring of FE Private
Credit, but FE Private Credit will be responsible for the day-to-day
management of FE BDC's investment portfolio.
    4. FE Private Credit is a Delaware limited liability company
registered with the Commission as an investment adviser under the
Advisers Act. FE Private Credit serves as the investment adviser to
certain Existing Affiliated Funds and will serve as the sub-adviser to
FE BDC. FE Private Credit will be responsible for originating certain
prospective investments, conducting research and due diligence
investigations on potential investments, analyzing investment
opportunities, negotiating and structuring investments and monitoring
the investments and portfolio companies of FE BDC and certain Existing
Affiliated Funds that it manages on an ongoing basis.
    5. First Eagle is a Delaware limited liability company registered
with the Commission as an adviser under the Advisers Act. First Eagle
is the parent company of each of FE BDC Adviser, FE Private Credit, and
FE Private Credit Advisors and is a subsidiary of First Eagle Holdings,
Inc., a holding company.
    6. The Existing Affiliated Funds are the investment funds
identified in Schedule A to the application. Applicants represent that
each Existing Affiliated Fund is a separate and distinct legal entity
and would be an investment company but for section 3(c)(1) or 3(c)(7)
of the Act. FE Private Credit manages each of the Existing Affiliated
Funds with the exception of First Eagle Warehouse Funding I LLC and
First Eagle Dartmouth Holding LLC, which are managed by First Eagle DL
Fund I Aggregator LLC.
    7. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly Owned Investment Subs. Such a subsidiary may be
prohibited from investing in a Co-Investment Transaction with a
Regulated Fund (other than its parent) or any Affiliated Fund or FE
Proprietary Account because it would be a company controlled by its
parent Regulated Fund for purposes of section 57(a)(4) and rule 17d-1.
Applicants request that each Wholly Owned Investment Sub's
participation in any such transaction be treated, for purposes of the
Order, as though the parent Regulated Fund were participating directly.

Applicants' Representations

A. Allocation Process

    8. Applicants represent that each Existing Adviser has established,
and each Future Adviser will establish, rigorous processes for
allocating initial investment opportunities, opportunities for
subsequent investments in an issuer and dispositions of securities
holdings reasonably designed to treat all clients fairly and equitably.
Further, applicants represent that these processes will be extended and
modified in a manner reasonably designed to ensure that the additional
transactions permitted under the Order will both (i) be fair and
equitable to the Regulated Funds and the Affiliated Funds and (ii)
comply with the Conditions.
    9. Specifically, applicants state that each Existing Adviser is,
and each Future Adviser will be, organized and managed such that the
individual portfolio managers, as well as the teams and committees of
portfolio managers, analysts and senior management (``Investment
Teams'' and ``Investment Committees''), responsible for evaluating
investment opportunities and making investment decisions on behalf of
clients are promptly notified of the opportunities. If the Order is
granted, the Advisers will establish, maintain and implement policies
and procedures reasonably designed to ensure that, when such
opportunities arise, the Advisers to the relevant Regulated Funds are
promptly notified and receive the same information about the
opportunity as any other Advisers considering the opportunity for their
clients or as any FE Proprietary Accounts considering the opportunity
for themselves. In particular, consistent with Condition 1, if a
Potential Co-Investment Transaction falls within the then-current
Objectives and Strategies \6\ and any Board-Established Criteria \7\ of
a Regulated Fund, the policies and procedures will require that the
relevant portfolio managers, Investment Teams and/or Investment
Committees responsible for that Regulated Fund receive sufficient
information to allow the Regulated Fund's Adviser to make its
independent determination and recommendations under the Conditions.
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    \6\ ``Objectives and Strategies'' means (i) with respect to any
Regulated Fund other than a BDC Downstream Fund, its investment
objectives and strategies, as described in its most current filings
with the Commission under the Securities Act of 1933 (the
``Securities Act''), the Securities Exchange Act of 1934, as
amended, and the Act, and its most current report to stockholders,
and (ii) with respect to any BDC Downstream Fund, those investment
objectives and strategies described in its disclosure documents
(including private placement memoranda and reports to equity
holders) and organizational documents (including operating
agreements).
    \7\ ``Board-Established Criteria'' means criteria that the Board
of a Regulated Fund may establish from time to time to describe the
characteristics of Potential Co-Investment Transactions regarding
which the Adviser to the Regulated Fund should be notified under
Condition 1. The Board-Established Criteria will be consistent with
the Regulated Fund's Objectives and Strategies. If no Board-
Established Criteria are in effect, then the Regulated Fund's
Adviser will be notified of all Potential Co-Investment Transactions
that fall within the Regulated Fund's then-current Objectives and
Strategies. Board-Established Criteria will be objective and
testable, meaning that they will be based on observable information,
such as industry/sector of the issuer, minimum EBITDA of the issuer,
asset class of the investment opportunity or required commitment
size, and not on characteristics that involve a discretionary
assessment. The Adviser to the Regulated Fund may from time to time
recommend criteria for the Board's consideration, but Board-
Established Criteria will only become effective if approved by a
majority of the Independent Directors. The Independent Directors of
a Regulated Fund may at any time rescind, suspend or qualify their
approval of any Board-Established Criteria, though applicants
anticipate that, under normal circumstances, the Board would not
modify these criteria more often than quarterly.
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    10. The Adviser to each applicable Regulated Fund will then make an
independent determination of the appropriateness of the investment for
the Regulated Fund in light of the Regulated Fund's then-current
circumstances.\8\ If the Adviser to a Regulated Fund deems the
Regulated Fund's participation in such Potential Co-Investment
Transaction to be appropriate, then it will formulate a recommendation
regarding the proposed order amount for the Regulated Fund.
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    \8\ With respect to FE Proprietary Accounts other than FE
Private Credit and FE Private Credit Advisors, Applicants
acknowledge that such FE Proprietary Accounts are not funds advised
by Advisers because they are advised by Advisers pursuant to
investment management agreements. The Applicants do not believe that
the participation of the FE Proprietary Accounts in Co-Investment
Transactions would raise any regulatory or mechanical concerns
different from those discussed with respect to the Affiliated Funds.
With respect to Potential Co-Investment Transactions within a
Regulated Fund's Objectives and Strategies and Board-Established
Criteria that are considered by a FE Proprietary Account, such
Potential Co-Investment Transactions will be referred to the
Advisers of the Regulated Funds by the Adviser of the FE Proprietary
Account to ensure that Condition 1(a) will be satisfied.
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    11. Applicants state that, for each Regulated Fund and Affiliated
Fund whose Adviser recommends participating in a Potential Co-
Investment Transaction, the Adviser will formulate a proposed order
amount. Prior to the External Submission (as defined below), each
proposed order amount may be reviewed and adjusted, in accordance with
the Advisers' written allocation policies and procedures, by a credit
opportunity allocation committee to be established by the Advisers on
which senior management and at least one legal/compliance person
participate. The order of a Regulated Fund or Affiliated Fund resulting
from this process is referred to as its ``Internal Order''. The
Internal Order will be submitted for approval by the Required Majority
\9\ of any participating Regulated Funds in accordance with the
Conditions.
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    \9\ ``Required Majority'' means a required majority, as defined
in section 57(o) of the Act. In the case of a Regulated Fund that is
a registered closed-end fund, the Board members that make up the
Required Majority will be determined as if the Regulated Fund were a
BDC subject to section 57(o). In the case of a Regulated Fund that
is a registered closed-end fund, the Board members that make up the
Required Majority will be determined as if the Regulated Fund were a
BDC subject to Section 57(o). In the case of a BDC Downstream Fund
with a board of directors (or the equivalent), the members that make
up the Required Majority will be determined as if the BDC Downstream
Fund were a BDC subject to Section 57(o). In the case of a BDC
Downstream Fund with a transaction committee or advisory committee,
the committee members that make up the Required Majority will be
determined as if the BDC Downstream Fund were a BDC subject to
Section 57(o) and as if the committee members were directors of the
fund.
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    12. If the aggregate Internal Orders for a Potential Co-Investment
Transaction do not exceed the size of the investment opportunity
immediately prior to the submission of the orders to the underwriter,
broker, dealer or issuer, as applicable (the ``External Submission''),
then each Internal Order will be fulfilled as placed. If, on the other
hand, the aggregate Internal Orders for a Potential Co-Investment
Transaction exceed the size of the investment opportunity immediately
prior to the External Submission, then the allocation of the
opportunity will be made pro rata on the basis of the size of the
Internal Orders.\10\ If, subsequent to such External Submission, the
size of the opportunity is increased or decreased, or if the terms of
such opportunity, or the facts and circumstances applicable to the
Regulated Funds' or the Affiliated Funds' consideration of the
opportunity, change, the participants will be permitted to submit
revised Internal Orders in accordance with written allocation policies
and procedures that

the Advisers will establish, implement and maintain; provided that, if
the size of the opportunity is decreased such that the aggregate of the
original Internal Orders would exceed the amount of the remaining
investment opportunity, then upon submitting any revised order amount
to the Board of a Regulated Fund for approval, the Adviser to the
Regulated Fund will also notify the Board promptly of the amount that
the Regulated Fund would receive if the remaining investment
opportunity were allocated pro rata on the basis of the size of the
original Internal Orders. The Board of the Regulated Fund will then
either approve or disapprove of the investment opportunity in
accordance with Condition 2, 6, 7, 8 or 9, as applicable.
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    \10\ The Advisers will maintain records of all proposed order
amounts, Internal Orders and External Submissions in conjunction
with Potential Co-Investment Transactions. Each applicable Adviser
will provide the Eligible Directors with information concerning the
Affiliated Funds' and Regulated Funds' order sizes to assist the
Eligible Directors with their review of the applicable Regulated
Fund's investments for compliance with the Conditions.
    ``Eligible Directors'' means, with respect to a Regulated Fund
and a Potential Co-Investment Transaction, the members of the
Regulated Fund's Board eligible to vote on that Potential Co-
Investment Transaction under section 57(o) of the Act (treating any
registered investment company or series thereof as a BDC for this
purpose).
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B. Follow-On Investments

    13. Applicants state that from time to time the Regulated Funds,
Affiliated Funds and FE Proprietary Accounts may have opportunities to
make Follow-On Investments \11\ in an issuer in which a Regulated Fund
and one or more other Regulated Funds, one or more Affiliated Funds
and/or one or more FE Proprietary Accounts previously have invested.
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    \11\ ``Follow-On Investment'' means an additional investment in
the same issuer, including, but not limited to, through the exercise
of warrants, conversion privileges or other rights to purchase
securities of the issuer.
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    14. Applicants propose that Follow-On Investments would be divided
into two categories depending on whether the Regulated Funds and
Affiliated funds (and potentially FE Proprietary Accounts) holding
investments in the issuer previously participated in a Co-Investment
Transaction with respect to the issuer and continue to hold any
securities acquired in a Co-Investment Transaction for that issuer,
including any Pre-Boarding Investments.\12\ If such Regulated Funds and
Affiliated Funds (and potentially FE Proprietary Accounts) had
previously participated in a Co-Investment Transaction with respect to
the issuer, then the terms and approval of the Follow-On Investment
would be subject to the process governed by Condition 8 (such Follow-On
Investments are referred to as ``Standard Review Follow-Ons''). If such
Regulated Funds and Affiliated Funds have not previously participated
in a Co-Investment Transaction with respect to the issuer, then the
terms and approval of the Follow-On Investment would be subject to the
``onboarding process'' governed by Condition 9 (such Follow-On
Investments are referred to as ``Enhanced Review Follow-Ons''). All
Enhanced Review Follow-Ons require the approval of the Required
Majority. For a given issuer, the participating Regulated Funds and
Affiliated Funds would need to comply with the requirements of
Enhanced-Review Follow-Ons only for the first Co-Investment
Transaction. Subsequent Co-Investment Transactions with respect to the
issuer would be governed by the requirements applicable to Standard
Review Follow-Ons.
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    \12\ ``Pre-Boarding Investments'' are investments in an issuer
held by a Regulated Fund as well as one or more Affiliated Funds,
one or more FE Proprietary Accounts and/or one or more other
Regulated Funds that: (i) Were acquired prior to participating in
any Co-Investment Transaction: (ii) Were acquired in transactions in
which the only term negotiated by or on behalf of such funds was
price; and (iii) were acquired either: (x) In reliance on one of the
JT No-Action Letters (defined below); or (y) in transactions
occurring at least 90 days apart and without coordination between
the Regulated Fund and any Affiliated Fund or other Regulated Fund.
    ``JT No-Action Letters'' means SMC Capital, Inc., SEC Staff
Letter (Sep. 5, 1995) and Massachusetts Mutual Life Insurance
Company, SEC Staff Letter (Jun. 7, 2000).
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    15. A Regulated Fund would be permitted to invest in Standard
Review Follow-Ons either with the approval of the Required Majority
under Condition 8(c) or without Board approval under Condition 8(b) if
it is (i) a Pro Rata Follow-On Investment \13\ or (ii) a Non-Negotiated
Follow-On Investment.\14\ Applicants believe that these Pro Rata and
Non-Negotiated Follow-On Investments do not present a significant
opportunity for overreaching on the part of any Adviser and thus do not
warrant the time or the attention of the Board. Pro Rata Follow-On
Investments and Non-Negotiated Follow-On Investments remain subject to
the Board's periodic review in accordance with Condition 10.
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    \13\ A ``Pro Rata Follow-On Investment'' is a Follow-On
Investment (i) in which the participation of each Regulated Fund,
each Affiliated Fund and each FE Proprietary Account is
proportionate to its outstanding investments in the issuer or
security, as appropriate, immediately preceding the Follow-On
Investment, and (ii) in the case of a Regulated Fund, a majority of
the Board has approved the Regulated Fund's participation in the pro
rata Follow-On Investments as being in the best interests of the
Regulated Fund. The Regulated Fund's Board may refuse to approve, or
at any time rescind, suspend or qualify, its approval of Pro Rata
Follow-On Investments, in which case all subsequent Follow-On
Investments will be submitted to the Regulated Fund's Eligible
Directors in accordance with Condition 8(c).
    \14\ A ``Non-Negotiated Follow-On Investment'' is a Follow-On
Investment in which a Regulated Fund participates together with one
or more Affiliated Funds, one or more FE Proprietary Accounts and/or
one or more other Regulated Funds (i) in which the only term
negotiated by or on behalf of the funds is price and (ii) with
respect to which, if the transaction were considered on its own, the
funds would be entitled to rely on one of the JT No-Action Letters.
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C. Dispositions

    16. Applicants propose that Dispositions \15\ would be divided into
two categories. If the Regulated Funds and Affiliated Funds (and
potentially FE Proprietary Accounts) holding investments in the issuer
have previously participated in a Co-Investment Transaction with
respect to the issuer and continue to hold any securities acquired in a
Co-Investment Transaction for such issuer, then the terms and approval
of the Disposition would be subject to the process described in
Condition 6 (such Disposition, a ``Standard Review Disposition''). If
the Regulated Funds and Affiliated Funds have not previously
participated in a Co-Investment Transaction with respect to the issuer,
then the terms and approval of the Disposition would be subject to the
``onboarding process'' described in Condition 7 (such Disposition, an
``Enhanced Review Disposition''). Subsequent Dispositions with respect
to the same issuer would be governed by Condition 6 under the Standard
Review Dispositions.\16\
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    \15\ ``Disposition'' means the sale, exchange or other
disposition of an interest in a security of an issuer.
    \16\ However, with respect to an issuer, if a Regulated Fund's
first Co-Investment Transaction is an Enhanced Review Disposition,
and the Regulated Fund does not dispose of its entire position in
the Enhanced Review Disposition, then before such Regulated Fund may
complete its first Standard Review Follow-On in such issuer, the
Eligible Directors must review the proposed Follow-On Investment not
only on a stand-alone basis but also in relation to the total
economic exposure in such issuer (i.e., in combination with the
portion of the Pre-Boarding Investment not disposed of in the
Enhanced Review Disposition), and the other terms of the
investments. This additional review is required because such
findings were not required in connection with the prior Enhanced
Review Disposition, but they would have been required had the first
Co-Investment Transaction been an Enhanced Review Follow-On.
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    17. A Regulated Fund may participate in a Standard Review
Disposition either with the approval of the Required Majority under
Condition 6(d) or without Board approval under Condition 6(c) if (i)
the Disposition is a Pro Rata Disposition \17\ or (ii) the

securities are Tradable Securities \18\ and the Disposition meets the
other requirements of Condition 6(c)(ii). Pro Rata Dispositions and
Dispositions of a Tradable Security remain subject to the Board's
periodic review in accordance with Condition 10.
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    \17\ A ``Pro Rata Disposition'' is a Disposition (i) in which
the participation of each Regulated Fund, each Affiliated Fund and
each FE Proprietary Account is proportionate to its outstanding
investment in the security subject to Disposition immediately
preceding the Disposition; and (ii) in the case of a Regulated Fund,
a majority of the Board has approved the Regulated Fund's
participation in pro rata Dispositions as being in the best
interests of the Regulated Fund. The Regulated Fund's Board may
refuse to approve, or at any time rescind, suspend or qualify, their
approval of Pro Rata Dispositions, in which case all subsequent
Dispositions will be submitted to the Regulated Fund's Eligible
Directors.
    \18\ ``Tradable Security'' means a security that meets the
following criteria at the time of Disposition: (i) It trades on a
national securities exchange or designated offshore securities
market as defined in rule 902(b) under the Securities Act; (ii) it
is not subject to restrictive agreements with the issuer or other
security holders; and (iii) it trades with sufficient volume and
liquidity (findings as to which are documented by the Advisers to
any Regulated Funds holding investments in the issuer and retained
for the life of the Regulated Fund) to allow each Regulated Fund to
dispose of its entire position remaining after the proposed
Disposition within a short period of time not exceeding 30 days at
approximately the value (as defined by section 2(a)(41) of the Act)
at which the Regulated Fund has valued the investment.
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D. Delayed Settlement

    18. Applicants represent that under the terms and Conditions of the
application, all Regulated Funds and Affiliated Funds participating in
a Co-Investment Transaction will invest at the same time, for the same
price and with the same terms, conditions, class, registration rights
and any other rights, so that none of them receives terms more
favorable than any other. However, the settlement date for an
Affiliated Fund in a Co-Investment Transaction may occur up to ten
business days after the settlement date for the Regulated Fund, and
vice versa. Nevertheless, in all cases, (i) the date on which the
commitment of the Affiliated Funds and Regulated Funds is made will be
the same even where the settlement date is not and (ii) the earliest
settlement date and the latest settlement date of any Affiliated Fund
or Regulated Fund participating in the transaction will occur within
ten business days of each other.

E. Holders

    19. Under Condition 15, if an Adviser, its principals, or any
person controlling, controlled by, or under common control with the
Adviser or its principals, and the Affiliated Funds (collectively, the
``Holders'') own in the aggregate more than 25 percent of the
outstanding voting shares of a Regulated Fund (the ``Shares''), then
the Holders will vote such Shares as directed by an independent third
party when voting on matters specified in the Condition. Applicants
believe that this Condition will ensure that the Independent Directors
will act independently in evaluating Co-Investment Transactions,
because the ability of the Adviser or its principals to influence the
Independent Directors by a suggestion, explicit or implied, that the
Independent Directors can be removed if desired by the Holders will be
limited significantly. The Independent Directors shall evaluate and
approve any independent party, taking into account its qualifications,
reputation for independence, cost to the shareholders, and other
factors that they deem relevant.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
participation by a registered investment company and an affiliated
person in any ``joint enterprise or other joint arrangement or profit-
sharing plan,'' as defined in the rule, without prior approval by the
Commission by order upon application. 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.
    2. Similarly, with regard to BDCs, section 57(a)(4) of the Act
generally prohibits certain persons specified in section 57(b) from
participating in joint transactions with the BDC or a company
controlled by the 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.
    3. Co-Investment Transactions are prohibited by either or both of
rule 17d-1 and section 57(a)(4) without a prior exemptive order of the
Commission to the extent that the Affiliated Funds, FE Proprietary
Accounts and the Regulated Funds participating in such transactions
fall within the category of persons described by rule 17d-1 and/or
section 57(b), as modified by rule 57b-1 thereunder, as applicable,
vis-[agrave]-vis each participating Regulated Fund. Each of the
participating Affiliated Funds, FE Proprietary Accounts and Regulated
Funds may be deemed to be affiliated persons vis-[agrave]-vis a
Regulated Fund within the meaning of section 2(a)(3) by reason of
common control because (i) First Eagle will control FE BDC and FE
Private Credit and any other Adviser will be controlling, controlled by
or under common control with First Eagle, (ii) the BDC Downstream Funds
\19\ and Wholly Owned Investment Subs will be controlled by the
Regulated Funds; and (iii) the FE Proprietary Accounts are or will be
controlling, controlled by or under common control with First Eagle.
Thus, the Advisers, BDC Downstream Funds, Wholly Owned Investment Subs
and FE Proprietary Accounts may be deemed to be related to a Regulated
Fund in a manner described by section 57(b) and/or related to other
Regulated Funds in a manner described by rule 17d-1; and therefore the
prohibitions of rule 17d-1 and section 57(a)(4) would apply
respectively to prohibit the Affiliated Funds from participating in Co-
Investment Transactions with the Regulated Funds. Each Regulated Fund
would also be related to each other Regulated Fund in a manner
described by 57(b) or rule 17d-1, as applicable, and thus prohibited
from participating in Co-Investment Transactions with each other.
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    \19\ ``BDC Downstream Fund'' means, with respect to any
Regulated Fund that is a BDC, an entity (a) that the BDC directly or
indirectly controls, (b) that is not controlled by any person other
than the BDC (except a person that indirectly controls the entity
solely because it controls the BDC), (c) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act, (d) whose
investment adviser is an Adviser and (d) that is not a Wholly Owned
Investment Sub.
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    4. 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.
    5. Applicants state that in the absence of the requested relief, in
many circumstances the Regulated Funds would be limited in their
ability to participate in attractive and appropriate investment
opportunities. Applicants state that, as required by rule 17d-1(b), the
Conditions ensure that the terms on which Co-Investment Transactions
may be made will be consistent with the participation of the Regulated
Funds being on a basis that it is neither different from nor less
advantageous than other participants, thus protecting the equity
holders of any participant from being disadvantaged. Applicants further
state that the Conditions ensure that all Co-Investment Transactions
are reasonable and fair to the Regulated Funds and their shareholders
and do not involve overreaching by any person concerned, including the
Advisers. Applicants state that the Regulated Funds' participation in
the Co-Investment Transactions in accordance with the Conditions will
be consistent

with the provisions, policies, and purposes of the Act and would be
done in a manner 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. Identification and Referral of Potential Co-Investment
Transactions.
    (a) The Advisers will establish, maintain and implement policies
and procedures reasonably designed to ensure that each Adviser is
promptly notified, for each Regulated Fund the Adviser manages, of all
Potential Co-Investment Transactions that (i) an Adviser considers for
any other Regulated Fund or Affiliated Fund and (ii) fall within the
Regulated Fund's then-current Objectives and Strategies and Board-
Established Criteria.
    (b) When an Adviser to a Regulated Fund is notified of a Potential
Co-Investment Transaction under Condition 1(a), the Adviser will make
an independent determination of the appropriateness of the investment
for the Regulated Fund in light of the Regulated Fund's then-current
circumstances.
    2. Board Approvals of Co-Investment Transactions.
    (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 Advisers to be
invested in the Potential Co-Investment Transaction by the
participating Regulated Funds and any participating Affiliated Funds,
collectively, exceeds the amount of the investment opportunity, the
investment opportunity will be allocated among them pro rata based on
the size of the Internal Orders, as described in section III.A.1.b. of
the application. Each Adviser to a participating Regulated Fund will
promptly notify and provide the Eligible Directors with information
concerning the Affiliated Funds' and Regulated Funds' order sizes to
assist the Eligible Directors with their review of the applicable
Regulated Fund's investments for compliance with these Conditions.
    (c) After making the determinations required in Condition 1(b)
above, each Adviser to a participating Regulated Fund will distribute
written information concerning the Potential Co-Investment Transaction
(including the amount proposed to be invested by each participating
Regulated Fund, each participating Affiliated Fund, and each
participating FE Proprietary Account) to the Eligible Directors of its
participating Regulated Fund(s) for their consideration. A Regulated
Fund will enter into a Co-Investment Transaction with one or more other
Regulated Funds, Affiliated Fund or FE Proprietary Accounts only if,
prior to the Regulated Fund's participation in the Potential Co-
Investment Transaction, a Required Majority concludes that:
    (i) The terms of the transaction, including the consideration to be
paid, are reasonable and fair to the Regulated Fund and its equity
holders and do not involve overreaching in respect of the Regulated
Fund or its equity holders on the part of any person concerned;
    (ii) the transaction is consistent with:
    (A) The interests of the Regulated Fund's equity holders; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Fund(s), Affiliated
Fund(s) or FE Proprietary Account(s) 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 any other
Regulated Fund(s), Affiliated Fund(s) or FE Proprietary Account(s)
participating in the transaction; provided that the Required Majority
shall not be prohibited from reaching the conclusions required by this
Condition 2(c)(iii) if:
    (A) The settlement date for another Regulated Fund or an Affiliated
Fund in a Co-Investment Transaction is later than the settlement date
for the Regulated Fund by no more than ten business days or earlier
than the settlement date for the Regulated Fund by no more than ten
business days, in either case, so long as: (x) The date on which the
commitments of the Affiliated Funds and Regulated Funds are made is the
same; and (y) the earliest settlement date and the latest settlement
date of any Affiliated Fund or Regulated Fund participating in the
transaction will occur within ten business days of each other; or
    (B) any other Regulated Fund or Affiliated Fund, but not the
Regulated Fund itself, gains the right to nominate a director for
election to a portfolio company's board of directors, the right to have
a board observer or any similar right to participate in the governance
or management of the portfolio company so long as: (x) The Eligible
Directors will have the right to ratify the selection of such director
or board observer, if any; (y) the 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 (z) any fees or other compensation that any other Regulated Fund or
Affiliated Fund or any affiliated person of any other Regulated Fund or
Affiliated Fund receives in connection with the right of one or more
Regulated Funds or Affiliated 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 any participating Affiliated Funds and FE Proprietary Accounts
(who may, in turn, share their portion with their affiliated persons)
and any participating Regulated Fund(s) in accordance with the amount
of each such party's investment; and
    (iv) the proposed investment by the Regulated Fund will not involve
compensation, remuneration or a direct or indirect \20\ financial
benefit to the Advisers, any other Regulated Funds, the Affiliated
Funds, the FE Proprietary Accounts 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 14, (B) to the extent
permitted by section 17(e) or 57(k), 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)(B)(z).
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    \20\ For example, procuring the Regulated Fund's investment in a
Potential Co-Investment Transaction to permit an affiliate to
complete or obtain better terms in a separate transaction would
constitute an indirect financial benefit.
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    3. Right to Decline. Each Regulated Fund has the right to decline
to participate in any Potential Co-Investment Transaction or to invest
less than the amount proposed.
    4. General Limitation. Except for Follow-On Investments made in
accordance with Conditions 8 and 9 below,\21\ a Regulated Fund will not
invest in reliance on the Order in any issuer in which a Related Party
has an investment.\22\
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    \21\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
    \22\ ``Related Party'' means (i) any Close Affiliate and (ii) in
respect of matters as to which any Adviser has knowledge, any Remote
Affiliate.
     ``Close Affiliate'' means the Advisers, the other Regulated
Funds, the Affiliated Funds and any other person described in
section 57(b) (after giving effect to rule 57b-1) in respect of any
Regulated Fund (treating any registered investment company or series
thereof as a BDC for this purpose) except for limited partners
included solely by reason of the reference in section 57(b) to
section 2(a)(3)(D).
     ``Remote Affiliate'' means any person described in section
57(e) in respect of any Regulated Fund (treating any registered
investment company or series thereof as a BDC for this purpose) and
any limited partner holding 5% or more of the relevant limited
partner interests that would be a Close Affiliate but for the
exclusion in that definition.

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    5. Same Terms and Conditions. A Regulated Fund will not participate
in any Potential Co-Investment Transaction unless (i) the terms,
conditions, price, class of securities to be purchased, date on which
the commitment is entered into and registration rights (if any) will be
the same for each participating Regulated Fund, Affiliated Fund and FE
Proprietary Account and (ii) the earliest settlement date and the
latest settlement date of any participating Regulated Fund or
Affiliated Fund will occur as close in time as practicable and in no
event more than ten business days apart. The grant to one or more
Regulated Funds or Affiliated Funds, but not the respective 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 5, if Condition 2(c)(iii)(B) is met.
    6. Standard Review Dispositions.
    (a) General. If any Regulated Fund, Affiliated Fund or FE
Proprietary Account elects to sell, exchange or otherwise dispose of an
interest in a security and one or more Regulated Funds, Affiliated
Funds and FE Proprietary Accounts have previously participated in a Co-
Investment Transaction with respect to the issuer:
    (i) The Adviser to such Regulated Fund, Affiliated Fund or FE
Proprietary Account, as applicable, will notify each Regulated Fund
that holds an investment in the issuer of the proposed Disposition at
the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition.
    (b) Same Terms and Conditions. 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 Affiliated Funds, FE Proprietary Accounts and any other
Regulated Funds.
    (c) No Board Approval Required. A Regulated Fund may participate in
such a Disposition without obtaining prior approval of the Required
Majority if:
    (i) (A) The participation of each Regulated Fund, Affiliated Fund
and FE Proprietary Account in such Disposition is proportionate to its
then-current holding of the security (or securities) of the issuer that
is (or are) the subject of the Disposition; \23\ (B) 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 (C)
the Board of the Regulated Fund is provided on a quarterly basis with a
list of all Dispositions made in accordance with this Condition; or
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    \23\ In the case of any Disposition, proportionality will be
measured by each participating Regulated Fund's, Affiliated Fund's
and FE Proprietary Accounts' outstanding investment in the security
in question immediately preceding the Disposition.
---------------------------------------------------------------------------

    (ii) each security is a Tradable Security and (A) the Disposition
is not to the issuer or any affiliated person of the issuer; and (B)
the security is sold for cash in a transaction in which the only term
negotiated by or on behalf of the participating Regulated Funds,
Affiliated Funds and FE Proprietary Accounts is price.
    (d) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Directors 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.
    7. Enhanced Review Dispositions.
    (a) General. If any Regulated Fund, Affiliated Fund or FE
Proprietary Account elects to sell, exchange or otherwise dispose of a
Pre-Boarding Investment in a Potential Co-Investment Transaction and
the Regulated Funds, Affiliated Funds and FE Proprietary Accounts have
not previously participated in a Co-Investment Transaction with respect
to the issuer:
    (i) The Adviser to such Regulated Fund, Affiliated Fund or FE
Proprietary Account, as applicable, will notify each Regulated Fund
that holds an investment in the issuer of the proposed Disposition at
the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition; and
    (iii) the Advisers will provide to the Board of each Regulated Fund
that holds an investment in the issuer all information relating to the
existing investments in the issuer of the Regulated Funds, Affiliated
Funds and FE Proprietary Accounts, including the terms of such
investments and how they were made, that is necessary for the Required
Majority to make the findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Directors, and the Regulated Fund will participate in such Disposition
solely to the extent that a Required Majority determines that:
    (i) The Disposition complies with Condition 2(c)(i), (ii),
(iii)(A), and (iv).
    (ii) the making and holding of the Pre-Boarding Investments were
not prohibited by section 57 or rule 17d-1, as applicable, and records
the basis for the finding in the Board minutes.
    (c) Additional Requirements. The Disposition may only be completed
in reliance on the Order if:
    (i) Same Terms and Conditions. Each Regulated Fund has 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
Affiliated Funds, the FE Proprietary Accounts and any other Regulated
Funds;
    (ii) Original Investments. All of the Affiliated Funds', Regulated
Funds' and FE Proprietary Accounts' investments in the issuer are Pre-
Boarding Investments;
    (iii) Advice of counsel. Independent counsel to the Board advises
that the making and holding of the investments in the Pre-Boarding
Investments were not prohibited by section 57 (as modified by rule 57b-
1) or rule 17d-1, as applicable;
    (iv) Multiple Classes of Securities. All Regulated Funds,
Affiliated Funds and FE Proprietary Accounts that hold Pre-Boarding
Investments in the issuer immediately before the time of completion of
the Co-Investment Transaction hold the same security or securities of
the issuer. For the purpose of determining whether the Regulated Funds,
Affiliated Funds and FE Proprietary Accounts hold the same security or
securities, they may disregard any security held by some but not all of
them if, prior to relying on the Order, the Required Majority is
presented with all information necessary to make a finding, and finds,
that: (x) Any Regulated Fund's, Affiliated Fund's or FE Proprietary
Accounts' holding of a different class of securities (including for
this purpose a security with a different maturity date)

is immaterial \24\ in amount, including immaterial relative to the size
of the issuer; and (y) the Board records the basis for any such finding
in its minutes. In addition, securities that differ only in respect of
issuance date, currency, or denominations may be treated as the same
security; and
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    \24\ In determining whether a holding is ``immaterial'' for
purposes of the Order, the Required Majority will consider whether
the nature and extent of the interest in the transaction or
arrangement is sufficiently small that a reasonable person would not
believe that the interest affected the determination of whether to
enter into the transaction or arrangement or the terms of the
transaction or arrangement.
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    (v) No control. The Affiliated Funds, the FE Proprietary Accounts,
the other Regulated Funds and their affiliated persons (within the
meaning of section 2(a)(3)(C) of the Act), individually or in the
aggregate, do not control the issuer of the securities (within the
meaning of section 2(a)(9) of the Act).
    8. Standard Review Follow-Ons.
    (a) General. If any Regulated Fund, Affiliated Fund or FE
Proprietary Account desires to make a Follow-On Investment in an issuer
and the Regulated Funds, Affiliated Funds and FE Proprietary Accounts
holding investments in the issuer previously participated in a Co-
Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund, Affiliated Fund or FE
Proprietary Account, as applicable, will notify each Regulated Fund
that holds securities of the portfolio company of the proposed
transaction at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such
Regulated Fund.
    (b) No Board Approval Required. A Regulated Fund may participate in
the Follow-On Investment without obtaining prior approval of the
Required Majority if:
    (i) (A) The proposed participation of each Regulated Fund, each
Affiliated Fund and each FE Proprietary Account in such investment is
proportionate to its outstanding investments in the issuer or the
security at issue, as appropriate,\25\ immediately preceding the
Follow-On Investment; and (B) 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); or
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    \25\ To the extent that a Follow-On Investment opportunity is in
a security or arises in respect of a security held by the
participating Regulated Funds, Affiliated Funds and FE Proprietary
Accounts proportionality will be measured by each participating
Regulated Fund's, Affiliated Fund's and FE Proprietary Account's
outstanding investment in the security in question immediately
preceding the Follow-On Investment using the most recent available
valuation thereof. To the extent that a Follow-On Investment
opportunity relates to an opportunity to invest in a security that
is not in respect of any security held by any of the participating
Regulated Funds, Affiliated Funds or FE Proprietary Accounts,
proportionality will be measured by each participating Regulated
Fund's, Affiliated Fund's and FE Proprietary Account's outstanding
investment in the issuer immediately preceding the Follow-On
Investment using the most recent available valuation thereof.
---------------------------------------------------------------------------

    (ii) it is a Non-Negotiated Follow-On Investment.
    (c) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Directors and the Regulated Fund will
participate in such Follow-On Investment solely to the extent that a
Required Majority makes the determinations set forth in Condition 2(c).
If the only previous Co-Investment Transaction with respect to the
issuer was an Enhanced Review Disposition the Eligible Directors must
complete this review of the proposed Follow-On Investment both on a
stand-alone basis and together with the Pre-Boarding Investments in
relation to the total economic exposure and other terms of the
investment.
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds', the Affiliated
Funds' and the FE Proprietary Account's outstanding investments in the
issuer or the security at issue, as appropriate, immediately preceding
the Follow-On Investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated
Funds and any participating Affiliated Funds and FE Proprietary
Accounts, collectively, exceeds the amount of the investment
opportunity, then the Follow-On Investment opportunity will be
allocated among them pro rata based on the size of the Internal Orders,
as described in section III.A.1.b. of the application.
    (e) Other Conditions. 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. Enhanced Review Follow-Ons.
    (a) General. If any Regulated Fund, Affiliated Fund or FE
Proprietary Account desires to make a Follow-On Investment in an issuer
that is a Potential Co-Investment Transaction and the Regulated Funds,
Affiliated Funds and FE Proprietary Accounts holding investments in the
issuer have not previously participated in a Co-Investment Transaction
with respect to the issuer:
    (i) The Adviser to each such Regulated Fund, Affiliated Fund or FE
Proprietary Account, as applicable, will notify each Regulated Fund
that holds securities of the portfolio company of the proposed
transaction at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such
Regulated Fund; and
    (iii) the Advisers will provide to the Board of each Regulated Fund
that holds an investment in the issuer all information relating to the
existing investments in the issuer of the Regulated Funds, Affiliated
Funds, and FE Proprietary Accounts including the terms of such
investments and how they were made, that is necessary for the Required
Majority to make the findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Directors, and the Regulated Fund will participate in such Follow-On
Investment solely to the extent that a Required Majority reviews the
proposed Follow-On Investment both on a stand-alone basis and together
with the Pre-Boarding Investments in relation to the total economic
exposure and other terms and makes the determinations set forth in
Condition 2(c). In addition, the Follow-On Investment may only be
completed in reliance on the Order if the Required Majority of each
participating Regulated Fund determines that the making and holding of
the Pre-Boarding Investments were not prohibited by section 57 (as
modified by rule 57b-1) or rule 17d-1, as applicable. The basis for the
Board's findings will be recorded in its minutes.
    (c) Additional Requirements. The Follow-On Investment may only be
completed in reliance on the Order if:
    (i) Original Investments. All of the Affiliated Funds', Regulated
Funds' and FE Proprietary Accounts' investments in the issuer are Pre-
Boarding Investments;
    (ii) Advice of counsel. Independent counsel to the Board advises
that the making and holding of the investments in the Pre-Boarding
Investments were

not prohibited by section 57 (as modified by rule 57b-1) or rule 17d-1,
as applicable;
    (iii) Multiple Classes of Securities. All Regulated Funds,
Affiliated Funds and FE Proprietary Accounts that hold Pre-Boarding
Investments in the issuer immediately before the time of completion of
the Co-Investment Transaction hold the same security or securities of
the issuer. For the purpose of determining whether the Regulated Funds,
Affiliated Funds and FE Proprietary Accounts hold the same security or
securities, they may disregard any security held by some but not all of
them if, prior to relying on the Order, the Required Majority is
presented with all information necessary to make a finding, and finds,
that: (x) Any Regulated Fund's, Affiliated Fund's or FE Proprietary
Accounts' holding of a different class of securities (including for
this purpose a security with a different maturity date) is immaterial
in amount, including immaterial relative to the size of the issuer; and
(y) the Board records the basis for any such finding in its minutes. In
addition, securities that differ only in respect of issuance date,
currency, or denominations may be treated as the same security; and
    (iv) No control. The Affiliated Funds, the FE Proprietary Accounts,
the other Regulated Funds and their affiliated persons (within the
meaning of section 2(a)(3)(C) of the Act), individually or in the
aggregate, do not control the issuer of the securities (within the
meaning of section 2(a)(9) of the Act).
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds', the Affiliated
Funds', and FE Proprietary Accounts' outstanding investments in the
issuer or the security at issue, as appropriate, immediately preceding
the Follow-On Investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated
Funds and any participating Affiliated Funds and FE Proprietary
Accounts, collectively, exceeds the amount of the investment
opportunity, then the Follow-On Investment opportunity will be
allocated among them pro rata based on the size of the Internal Orders,
as described in section III.A.1.b. of the application.
    (e) Other Conditions. 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.
    10. Board Reporting, Compliance and Annual Re-Approval.
    (a) Each Adviser to a Regulated Fund will present to the Board of
each Regulated Fund, on a quarterly basis, and at such other times as
the Board may request, (i) a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Funds or any
of the Affiliated Funds or FE Proprietary Accounts during the preceding
quarter that fell within the Regulated Fund's then-current Objectives
and Strategies and Board-Established Criteria that were not made
available to the Regulated Fund, and an explanation of why such
investment opportunities were not made available to the Regulated Fund;
(ii) a record of all Follow-On Investments in and Dispositions of
investments in any issuer in which the Regulated Fund holds any
investments by any Affiliated Fund or other Regulated Fund during the
prior quarter; and (iii) all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Funds, Affiliated Funds or FE
Proprietary Accounts that the Regulated Fund considered but declined to
participate in, so that the Independent Directors, may determine
whether all Potential Co-Investment Transactions and Co-Investment
Transactions during the preceding quarter, including those investments
that the Regulated Fund considered but declined to participate in,
comply with the Conditions.
    (b) All information presented to the Regulated Fund's 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.
    (c) 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.
In the case of a BDC Downstream Fund that does not have a chief
compliance officer, the chief compliance officer of the BDC that
controls the BDC Downstream Fund will prepare the report for the
relevant Independent Party.
    (d) The Independent Directors (including the non-interested members
of each Independent Party) will consider at least annually (a) whether
continued participation in new and existing Co-Investment Transactions
is in the Regulated Fund's best interests and (b) the continued
appropriateness of any Board-Established Criteria.
    11. Record Keeping. 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).
    12. Director Independence. No Independent Director (including the
non-interested members of any Independent Party) of a Regulated Fund
will also be a director, general partner, managing member or principal,
or otherwise be an ``affiliated person'' (as defined in the Act) of any
Affiliated Fund or FE Proprietary Account.
    13. Expenses. 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
Securities Act) will, to the extent not payable by the Advisers under
their respective advisory agreements with the Regulated Funds and the
Affiliated Funds, be shared by the Regulated Funds and the
participating Affiliated Funds and FE Proprietary Accounts in
proportion to the relative amounts of the securities held or being
acquired or disposed of, as the case may be.
    14. Transaction Fees.\26\ Any transaction fee (including break-up,
structuring, monitoring or commitment fees but excluding brokerage or
underwriting compensation permitted by section 17(e) or 57(k)) received
in connection with any Co-Investment Transaction will be distributed to
the participants 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 the Adviser at a bank or banks having the qualifications prescribed
in section 26(a)(1), and the account will earn a competitive rate of
interest that will also be divided pro rata among the participants.
None of the Advisers, the Affiliated Funds, the FE Proprietary
Accounts, the other Regulated Funds or any affiliated person of the
Affiliated Funds, the FE Proprietary Accounts or

the Regulated Funds will receive any 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 Regulated
Funds, the Affiliated Funds and the FE Proprietary Accounts, the pro
rata transaction fees described above and fees or other compensation
described in Condition 2(c)(iii)(B)(z), (ii) brokerage or underwriting
compensation permitted by section 17(e) or 57(k) or (iii) in the case
of the Advisers, investment advisory compensation paid in accordance
with investment advisory agreements between the applicable Regulated
Fund(s) or Affiliated Fund(s) and its Adviser.
---------------------------------------------------------------------------

    \26\ Applicants are not requesting and the Commission is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    15. Independence. If the Holders own in the aggregate more than 25
percent of the Shares 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 directors; (2) the removal of one or more
directors; or (3) any other matter under either the Act or applicable
State law affecting the Board's composition, size or manner of
election.
    16. FE Proprietary Accounts. The FE Proprietary Accounts will not
be permitted to invest in a Potential Co-Investment Transaction except
to the extent that the aggregate Internal Orders for a Potential Co-
Investment Transaction, as described in section III.A.1.b of the
application, are less than the total investment opportunity.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-00805 Filed 1-17-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 126 (Monday, July 3, 2017)]
[Notices]
[Pages 30862-30864]
[FR Doc No: 2017-13859]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA- HQ-OAR-2007-0482; FRL 9959-80-OAR]

EPA Information Collection Request Number 2265.03; Proposed
Information Collection Request; Comment Request; Information Collection
Activities Associated With the SmartWay Transport Partnership

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: The Environmental Protection Agency is planning to submit an
information collection request (ICR), ``Information Collection
Activities Associated with the SmartWay Transport Partnership'' (EPA
ICR No. 2265.03, OMB Control No. 2060-0663) to the Office of Management
and Budget (OMB) for review and approval in accordance with the
Paperwork Reduction Act. Before doing so, EPA is soliciting public
comments on specific aspects of the proposed information collection as
described below. This is a proposed extension of the ICR, which is
currently approved through July 31, 2017. An Agency may not conduct or
sponsor and a person is not required to respond to a collection of
information unless it displays a currently valid OMB control number.

DATES: Comments must be submitted on or before September 1, 2017.

ADDRESSES: Submit your comments, referencing Docket ID No. EPA-HQ-OAR-
2007-0482 online using www.regulations.gov (our preferred method), by
email to<EMAIL_ADDRESS>or by mail to: EPA Docket Center,
Environmental Protection Agency, Mail Code 28221T, 1200 Pennsylvania
Ave. NW., Washington, DC 20460.
    EPA's policy is that all comments received will be included in the
public docket without change including any personal information
provided, unless the comment includes profanity, threats, information
claimed to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute.

FOR FURTHER INFORMATION CONTACT: Kathleen Martz, U.S. Environmental

Protection Agency, 2000 Traverwood Drive, S-68, Ann Arbor, MI 48105;
telephone number:<PHONE_NUMBER>; Fax:<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Supporting documents which explain in detail
the information that the EPA will be collecting are available in the
public docket for this ICR. The docket can be viewed online at
www.regulations.gov or in person at the EPA Docket Center, WJC West,
Room 3334, 1301 Constitution Ave. NW., Washington, DC. The telephone
number for the Docket Center is<PHONE_NUMBER>. For additional
information about EPA's public docket, visit http://www.epa.gov/dockets.
    Pursuant to section 3506(c)(2)(A) of the PRA, EPA is soliciting
comments and information to enable it to: (i) Evaluate whether the
proposed collection of information is necessary for the proper
performance of the functions of the Agency, including whether the
information will have practical utility; (ii) 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; (iii) enhance the quality, utility, and clarity of the
information to be collected; and (iv) 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. EPA
will consider the comments received and amend the ICR as appropriate.
The final ICR package will then be submitted to OMB for review and
approval. At that time, EPA will issue another Federal Register notice
to announce the submission of the ICR to OMB and the opportunity to
submit additional comments to OMB.
    Abstract: The EPA's Office of Air and Radiation (OAR) developed the
SmartWay Transport Partnership (``SmartWay'') under directives outlined
in Subtitle D of the Energy Policy Act of 2005 which calls on EPA to
assess the energy and air quality impacts of activities within the
freight industry. These activities include long-duration truck idling,
the development and promotion of strategies for reducing idling, fuel
consumption, and negative air quality effects. SmartWay's objectives
also are consistent with the Clean Air Act, the Federal Technology
Transfer Act and other laws that authorize and support research,
training and air pollutant control activities.
    SmartWay is open to organizations that own, operate, or contract
with fleet operations, including truck, rail, barge, air and multi-
modal carriers, logistics companies, and shippers. Organizations that
do not operate fleets, but that are working to strengthen the freight
industry, such as industry trade associations, state and local
transportation agencies and environmental groups, also may join as
SmartWay affiliates. All organizations that join SmartWay are asked to
provide EPA with information as part of their SmartWay registration to
annually benchmark their transportation-related operations and improve
the environmental performance of their freight activities.
    A company joins SmartWay when it completes and submits a SmartWay
Excel-based tool (``reporting tool'') to EPA. The data outputs from the
submitted tool are used by partners and SmartWay in several ways.
First, the data provides confirmation that SmartWay partners are
meeting established objectives in their Partnership Agreement. The
reporting tool outputs enable EPA to assist SmartWay partners as
appropriate, and to update them with environmental performance and
technology information that empower them to improve their efficiency.
This information also improves EPA's knowledge and understanding of the
environmental and energy impacts associated with goods movement, and
the effectiveness of both proven and emerging strategies to lessen
those impacts.
    In addition to requesting annual freight transportation-related
data, EPA may ask its SmartWay partners for other kinds of information
which could include opinions and test data on the effectiveness of new
and emerging technology applications, sales volumes associated with
SmartWay-recommended vehicle equipment and technologies, the reach and
value of partnering with EPA through the SmartWay Partnership, and
awareness of the SmartWay brand. In some instances, EPA might query
other freight industry representatives (not just SmartWay partners),
including trade and professional associations, nonprofit environmental
groups, energy and community organizations, and universities, and a
small sampling of the general public.
    Form Numbers: None.
    Respondents/Affected Entities: Entities potentially affected by
this action include private and public organizations that join the
SmartWay Transport Partnership; freight industry representatives who
engage in activities related to the SmartWay Partnership; and
representative samplings of consumers in the general public. These
entities may be affected by EPA efforts to assess the effectiveness and
value of the SmartWay program, awareness of the SmartWay brand, and
ideas for developing and improving SmartWay.
    Respondent's Obligation to Respond: Voluntary.
    Estimated Number of Respondents: 4,605.
    Frequency of response: The information collections described in the
ICR must be completed in order for an organization to register as or
continue its status as a SmartWay partner, to become a SmartWay
affiliate, to use the SmartWay logo on an EPA-designated tractor or
trailer, or to be considered as an affiliate honoree or for a SmartWay
Excellence Award.
    Total Estimated Burden: The annual burden for this collection of
information that all respondent partners and affiliates incur is
estimated to average 13,224 hours with a projected annual aggregate
cost of $909,828. The annual burden for this collection of information
that federal agency respondents incur is estimated to average 4,910
hours with a projected annual aggregate cost of $195,271.
    This ICR estimates that approximately 3,500 respondent partners
will incur burden associated with SmartWay in the first year, with a
growth of 320 partners per year projected into the future. The
estimated average burden time per respondent is 2.65 hours annually.
This is an average across all SmartWay partners, regardless of whether
they are affiliates, shippers, carriers or logistics companies. The
average also includes 150 consumer and industry respondents who spend
far less time, providing the SmartWay program with basic information on
their awareness of the program. Among respondent partners the burden
hours are typically higher for larger companies with complex fleets,
than for smaller companies.
    Burden means the total time, effort, or financial resources
expended by persons to generate, maintain, retain, disclose or provide
information to or for a federal agency. This includes the time needed
to review instructions; develop, acquire, install, and utilize
technology and systems for the purposes of collecting, validating, and
verifying information, processing and maintaining information, and
disclosing and providing information; adjust the existing ways to
comply with any previously applicable instructions and

requirements; train personnel to be able to respond to a collection of
information; search data sources; complete and review the collection of
information; and transmit or otherwise disclose the information.
    Total Estimated Cost: The total annual cost to all respondent
partners is $909,828. The total annual cost to federal agency
respondents is $195,271.
    Changes in Estimates: There is an increase of 1,720 hours in the
total estimated respondent partner burden compared with the ICR
currently approved by OMB. This increase reflects the following
adjustments and program changes:
    (1) Adjustments associated with increased interest in SmartWay, and
thus, an increase in new annual respondents, as well as robust program
retention practices, leading to increased number of existing respondent
partners reporting annually, increase in the number of applications for
the SmartWay Excellence Awards and the affiliate challenge annually;
    (2) Increased burden associated with the SmartWay Tractor and
Trailer program; and,
    (3) Reduced burden due to EPA's change in policy for submitting
Awards materials electronically, rather than by mail.

    Dated: February 16, 2017.
Karl Simon,
Director, Transportation and Climate Division, Office of Transportation
and Air Quality.

    Editorial note: This document was received by the office of the
Federal Register on June 27, 2017.

[FR Doc. 2017-13859 Filed 6-30-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 81, Number 131 (Friday, July 8, 2016)]
[Notices]
[Pages 44608-44609]
[FR Doc No: 2016-16131]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OAR-2016-0289; FRL-9948-75-OAR]

Draft Guidance on Progress Tracking Metrics, Long-Term
Strategies, Reasonable Progress Goals and Other Requirements for
Regional Haze State Implementation Plans for the Second Implementation
Period

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of availability and public comment period.

-----------------------------------------------------------------------

SUMMARY: Notice is hereby given that the Environmental Protection
Agency (EPA) has posted on its Web site a draft guidance document
titled, ``Draft Guidance on Progress Tracking Metrics, Long-Term
Strategies, Reasonable Progress Goals and Other Requirements for
Regional Haze State Implementation Plans for the Second Implementation

Period.'' The EPA invites the public to review and provide input on its
draft guidance document during the comment period specified in the
DATES section.

DATES: Comments must be received on or before August 22, 2016. Please
refer to SUPPLEMENTARY INFORMATION for additional information on the
comment period.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-HQ-
OAR-2016-0289, at http://www.regulations.gov. Follow the online
instructions for submitting comments. Once submitted, comments cannot
be edited or removed from Regulations.gov. The EPA may publish any
comment received to its public docket. Do not submit electronically any
information you consider to be Confidential Business Information (CBI)
or other information whose disclosure is restricted by statute.
Multimedia submissions (audio, video, etc.) must be accompanied by a
written comment. The written comment is considered the official comment
and should include discussion of all points you wish to make. The EPA
will generally not consider comments or comment contents located
outside of the primary submission (i.e., on the Web, Cloud, or other
file sharing system). For additional submission methods, the full EPA
public comment policy, information about CBI or multimedia submissions
and general guidance on making effective comments, please visit http://www2.epa.gov/dockets/commenting-epa-dockets.

FOR FURTHER INFORMATION CONTACT: For general questions concerning this
draft guidance document, please contact Phil Lorang, U.S. EPA, Office
of Air Quality Planning and Standards, Air Quality Policy Division,
C539-04, Research Triangle Park, NC 27711, telephone<PHONE_NUMBER>,
email at<EMAIL_ADDRESS>For questions about section 5 of this
draft guidance document, please contact Melinda Beaver, U.S. EPA,
Office of Air Quality Planning and Standards, Air Quality Policy
Division, C539-04, Research Triangle Park, NC 27711, telephone (919)
541-1062, email at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Purpose

    The purpose of the draft document on which the EPA is inviting
public comment is to provide useful background information and guidance
to states on how to develop and submit regional haze state
implementation plans (SIPs) for the second implementation period (2018-
2028), which under a proposed revision to the Regional Haze Rule
published on May 4, 2016,\1\ would be due by July 31, 2021. The
required content of these SIPs is specified in 40 CFR 51.308(f), which
has also been proposed for revision.\2\
---------------------------------------------------------------------------

    \1\ Protection of Visibility: Amendments to Requirements for
State Plans: Proposed Rule, May 4, 2016, 81 FR 26942.
    \2\ For clarity for purposes of comment, the draft guidance
document available for public comment is written as if the revisions
of the Regional Haze Rule proposed in May 2016 have been finalized
as proposed. If the final revisions to the Regional Haze Rule differ
from this assumption, corresponding changes will be made in the
final guidance document.
---------------------------------------------------------------------------

II. Instructions for Submitting Public Comments and Internet Web Site
for Guidance Document Information

A. What should I consider as I prepare my comments for the EPA?

    1. Submitting CBI. Do not submit this information to the EPA
through www.regulations.gov or email. Clearly mark the part or all of
the information that you claim to be CBI. For CBI in a disk or CD ROM
that you mail to the EPA, mark the outside of the disk or CD ROM as CBI
and then identify electronically within the disk or CD ROM the specific
information that is claimed as CBI. In addition to one complete version
of the comment that includes information claimed as CBI, a copy of the
comment that does not contain the information claimed as CBI must be
submitted for inclusion in the public docket. Information so marked
will not be disclosed except in accordance with procedures set forth in
40 CFR part 2. Send or deliver information identified as CBI only to
the following address: Tiffany Purifoy, OAQPS CBI Officer, U.S. EPA,
Office of Air Quality Planning and Standards, Mail Code C404-02,
Research Triangle Park, NC 27711, telephone<PHONE_NUMBER>, email at
<EMAIL_ADDRESS>Attention Docket ID No. EPA-HQ-OAR-2016-0289.
    2. Tips for Preparing Your Comments. When submitting comments,
remember to:
     Identify the draft guidance by docket number and other
identifying information (subject heading, Federal Register date and
page number).
     Follow directions.
     Explain why you agree or disagree; suggest alternatives
and substitute language for your requested changes.

B. Where can I find additional information for this draft guidance?

    The EPA has also established a Web site for this draft guidance at
https://www.epa.gov/visibility. From this page, please click on
``Guidance Documents.'' The Web site provides related information that
the public may find useful.

    Dated: June 30, 2016.
Stephen Page,
Director, Office of Air Quality Planning and Standards.
[FR Doc. 2016-16131 Filed 7-7-16; 8:45 am]
 BILLING CODE 6560-50-P


From: DUPREZ Nicolas<EMAIL_ADDRESS>Sent: Wednesday, July 05, 2017 11:49 PM
To: Lu, Lu (FAA)
Subject: New Proposed AD (NPRM) FAA-2017-0473 for Boeing 737-100/-500 aeroplanes

Dear Lu,

I am the EASA Project Certification Manager in charge of the B737 fleet.
I was made aware of the publication of FAA NPRM 2017-0473.

Some experts of my teams have made comments that need clarification.
I would be glad if you could support us in providing the corresponding answers.
"
1.    The flutter is provoked after failure of hinges 4 and/or 6. The SB and AD focuses mainly in detection of wearing on these hinges. However, any other loose hinge would provoke overloading in the adjacent hinges and therefore the failure of hinge 4 or 6 could be provoked by any other loose hinge. It is suggested to extend the inspection and checks to all hinges.
2.    Has it been confirmed that sufficient access exists to adequately inspect and test all areas via the methods defined?
3.    Something is inconsistent in Para (g) of the AD: This refers to the actions for Group 1 aircraft, but the SB states that Group 1 have exceeded their LOV and gives no further advice.
4.    In Para (i) of the AD, why are there no repeat instruction for Group 2, Configuration 1 aircraft? Even if it is acknowledged that at page 38 of the SB (Group 2, Configuration 1), there is a repeat interval every 4500 FC, the Bearing plate replacement is not included.
"

With best regards,

Nicolas Duprez
Project Certification Manager Large Aeroplanes
Certification Directorate
European Aviation Safety Agency

Tel.: +49 221 89990 4359
Postal: Postfach 10 12 53, 50452 Cologne, Germany
An agency of the European Union
You have questions about EASA STC ?

Good planets are hard to find! Please do not print this email.