[Federal Register Volume 88, Number 67 (Friday, April 7, 2023)]
[Notices]
[Page 20930]
[FR Doc No: 2023-07390]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-017, OMB Control No. 3235-0018]

Proposed Collection; Comment Request; Extension: Rule 15b6-1 and
Form BDW

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736

    Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the existing
collection of information provided for in Rule 15b6-1 (17 CFR 240.15b6-
1), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
The Commission plans to submit this existing collection of information
to the Office of Management and Budget (``OMB'') for extension and
approval.
    Registered broker-dealers use Form BDW (17 CFR 249.501a) to
withdraw from registration with the Commission, the self-regulatory
organizations, and the states. On average, the Commission estimates
that it would take a broker-dealer approximately one hour to complete
and file a Form BDW to withdraw from Commission registration as
required by Rule 15b6-1. The Commission estimates that approximately
411 broker-dealers withdraw from Commission registration annually \1\
and, therefore, file a Form BDW via the internet with the Central
Registration Depository, a computer system operated by the Financial
Industry Regulatory Authority, Inc. that maintains information
regarding registered broker-dealers and their registered personnel. The
411 broker-dealers that withdraw from registration by filing Form BDW
would incur an aggregate annual reporting burden of approximately 411
hours.\2\
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    \1\ This estimate is based on Form BDW data collected over the
past three years for fully registered broker-dealers. This estimate
is based on the numbers of forms filed; therefore, the number may
include multiple forms per broker-dealer if the broker-dealer's
initial filing was incomplete. In fiscal year (from 10/1 through 9/
30) 2020, 499 broker-dealers withdrew from registration. In fiscal
year 2021, 417 broker-dealers withdrew from registration. In fiscal
year 2022, 318 broker-dealers withdrew from registration. (499 + 417
+ 318)/3 = 411 (rounded down from 411.33).
    \2\ (411 x 1 hour) = 411 hours.
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    Written comments are invited on: (a) whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimates of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted by
June 6, 2023.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
    Please direct your written comments to: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email to:
[email protected].

    Dated: April 4, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-07390 Filed 4-6-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 245 (Wednesday, December 21, 2011)]
[Notices]
[Pages 79196-79198]
[FR Doc No: 2011-32551]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2011-N-0842]

Gluten in Drug Products; Request for Information and Comments

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; request for information and comments.

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SUMMARY: The Food and Drug Administration (FDA) is announcing the
establishment of a docket to obtain information and comments that will
assist the Agency in its deliberations about ways to help individuals
with celiac disease avoid the presence of gluten in drug products. In
particular, FDA is interested in information on ingredients present in
human drug products marketed in the United States that are currently
derived from wheat, barley, or rye.

DATES: Submit either electronic or written information and comments by
March 20, 2012.

ADDRESSES: Submit electronic information and comments to http://www.regulations.gov. Submit written information and comments to the
Division of Dockets Management (HFA-305), Food and Drug Administration,
5630 Fishers Lane, rm. 1061, Rockville, MD 20852. Identify both
electronic and written comments and any supporting documents with the
docket number in brackets in the heading of this document.

FOR FURTHER INFORMATION CONTACT: Yana R. Mille, Center for Drug
Evaluation and Research, Food and Drug Administration, Bldg. 51, rm.
4152, 10903 New Hampshire Ave., Silver Spring, MD 20993-0002, (301)
796-1577.

SUPPLEMENTARY INFORMATION:

I. Background

A. Celiac Disease

    Celiac disease (also known as celiac sprue and gluten-sensitive
enteropathy) is an immune-mediated chronic inflammatory disorder
affecting primarily the small intestine in genetically susceptible
individuals (Refs. 1 and 2). In these individuals, the symptoms of
celiac disease are triggered by the ingestion of wheat grain proteins
collectively known as glutens (Ref. 3). The consumption of wheat gluten
and similar proteins in barley and rye stimulates the production of
antibodies and inflammatory cells, resulting in an abnormal immune
response. The resultant immediate inflammatory reaction damages the
tiny, fingerlike protrusions called ``villi'' that line the small
intestine and absorb nutrients from food (Refs. 4 and 5). In addition,
over time, continued dietary exposure to gluten from wheat, barley, or
rye can lead to impaired absorption of nutrients and a variety of other
serious health problems (Ref. 4). For the purposes of this notice, the
phrase ``wheat, barley, or rye'' includes wheat, barley, and rye, as
well as the crossbred hybrids of these grains.
    The prevalence of celiac disease in the United States is estimated
to range from about 0.4 percent to about 1 percent of the population
(Refs. 1 and 6). Celiac disease may go undetected in some individuals
for years before they develop symptoms that cause them to seek medical
attention (Refs. 7 and 8).
    The standard treatment of celiac disease is the elimination of
gluten-containing products from the diet (Ref. 1). Over time, strict
avoidance of gluten from wheat, barley, or rye sources can resolve the
symptoms, mitigate and possibly reverse intestinal damage, and reduce
the health risks associated with celiac disease (Ref. 4). For some
individuals with celiac disease, over time, failure to avoid
consumption of gluten from wheat, barley, and rye can lead to severe
and sometimes life-threatening complications (Refs. 9 to 11).

B. Gluten and Grains of Concern for Individuals With Celiac Disease

    Technically, ``gluten'' is the storage protein of wheat that is
composed of alcohol-soluble gliadins and insoluble glutenins (Ref. 2).
Gliadins have been most closely studied and have been found to be the
main antigen in celiac disease; however, glutenins also have been
implicated in the disease (Refs. 12 and 13). The storage proteins of
rye (secalins) and barley (hordeins) are similar in amino acid sequence
to wheat gluten proteins and may trigger the same inflammatory
response. For these reasons, the term ``gluten'' has been adopted to
mean any proteins implicated in celiac disease (Ref. 2). In this
notice, the term ``gluten'' is used to refer to the antigenic proteins
of wheat, barley, and rye implicated in celiac disease.
    The grains that contain gluten that can cause harm to individuals
who have celiac disease are as follows: Wheat (including durum wheat,
spelt wheat, and kamut), barley, rye, and crossbred hybrids of these
grains (e.g., triticale, which is a cross between wheat and rye) (Refs.
14 and 15). While there is no general agreement among experts about the
extent to which oats may present a hazard for individuals who have
celiac disease (Refs. 16 to 18), it is generally believed that moderate
amounts of oats can be ingested safely by the majority of individuals
with celiac disease (Ref. 4).

C. Determination of Tolerable Daily Intake

    The extent of risk posed to celiac patients by ingestion of trace
amounts of gluten is uncertain. The majority of current data is from
retrospective studies or nonrandomized, prospective, nonblinded studies
without a placebo challenge group, limiting the conclusive evidence on
safe thresholds for gluten intake. In the context of an ongoing
rulemaking to define criteria for voluntary ``gluten-free'' claims on
food,

FDA's Office of Food Safety in the Center for Food Safety and Applied
Nutrition undertook a health hazard assessment for gluten exposure in
individuals with celiac disease.
    The assessment, which is available for public review (Ref. 19),
included a description and characterization of available prospective
dose-effect data, as well as a safety assessment derived from
prospective gluten challenge data from individuals with celiac disease.
The assessment specifically examined morphological and clinical adverse
effects that are reflective of celiac disease. These reactions were
subsequently placed into subgroups identifying whether they occurred
after acute, subchronic, or chronic exposures. The no observable
adverse effect level and lowest observable adverse effect level were
determined for each study considered. Uncertainty factors were applied
to account for limitations in data, variability in response between
patients, and other potential gaps, and from this information tolerable
daily intake levels of exposure were derived. Based on this health
hazard assessment, a conservative tolerable daily intake level for
gluten in individuals with celiac disease is 0.4 milligrams (mg) gluten
per day for adverse morphological effects and 0.015 mg gluten per day
for adverse clinical effects.

D. Ingredients at Issue

    The Agency believes that wheat is not used to a significant extent
in the production of drug ingredients and that barley and rye are used
either rarely or not at all. FDA is aware, however, that certain
ingredients in drug products may be derived from wheat. For the
purposes of this notice, the phrase ``drug products'' refers to all
FDA-regulated human drug products marketed in the United States. These
include prescription, nonprescription, biologic, and homeopathic drug
products. The National Formulary includes a monograph for wheat starch.
Some monographs in the National Formulary and the U.S. Pharmacopeia
include statements that wheat or wheat starch may be used as source
materials. Other monographs include statements that starch may be used
as a source material without specifying the plant source of the starch.
    This request for information and comment includes information on
all drug ingredients that may be derived from wheat, barley, or rye--
whether or not they are the subject of a compendial monograph. Examples
of such ingredients that FDA is aware of include: Wheat starch,
modified starch, pregelatinized starch, pregelatinized modified starch,
sodium starch glycolate, dextrates, dextrin, caramel, dextrimaltose,
malt, maltodextrin, gamma cyclodextrin, and wheat bran. Certain flavor
ingredients also may be derived from wheat, barley, or rye.
    This notice does not request information relating to the possible
presence of gluten from wheat, barley, or rye in drug products at trace
levels that may result from accidental contamination.

II. Discussion and Approaches

A. Discussion

    FDA is considering ways to help individuals with celiac disease
avoid the presence of gluten in drug products. In 2008, the Agency
received a citizen petition from an individual asking that the Agency
prohibit the addition of wheat gluten to drug products (Ref. 20). FDA
has heard from other individuals and organizations in recent years
asking that the Agency do more to provide assurance to individuals who
have celiac disease that drug products will not harm them.
    Currently, the possible presence of gluten in drug products
presents a difficult challenge for individuals who have celiac disease.
Ingredient information provided on drug labels and information
available to pharmacists and physicians may not indicate whether
certain drug products contain gluten. Faced with uncertainty, some
patients may forego important treatment.
    The possible presence of gluten in drug products presents a
challenge to individuals who have celiac disease that is different from
the challenges associated with dietary gluten. For example, medication
is sometimes needed on an urgent basis, not leaving time for an
investigation into the drug's gluten content. In some cases, a patient
with celiac disease may be unable to confirm the gluten-free status of
a drug product and may have difficulty obtaining a product known to be
manufactured without gluten.

B. Approaches

    The Agency is evaluating various approaches for helping patients
with celiac disease avoid the presence of gluten in drug products.
While the Food Allergen Labeling and Consumer Protection Act of 2004
(Pub. L. 108-282, Title II) specifies the creation of a standard for
voluntary ``gluten free'' labeling for foods (see 72 FR 2795, January
23, 2007; 76 FR 46671, August 3, 2011), other options may be preferable
for drugs, given the distinct considerations they present. FDA is
particularly interested in understanding what impact would result if
the use of drug ingredients derived from wheat, barley, or rye were
completely discontinued in human drugs. If interested stakeholders do
not identify reasons why certain ingredients must be derived from
wheat, barley, or rye--or why the flexibility to use these grains as
ingredient sources is important--discontinuing use of such ingredients
may be attractive for its simplicity and effectiveness in addressing
the issue.

III. Requested Information and Comments Regarding FDA-Regulated Human
Drug Products Marketed in the United States

    Interested persons are invited to provide detailed comment on all
aspects of this issue with respect to prescription, nonprescription,
biologic, and homeopathic drug products. FDA is particularly interested
in responses to the following questions.

A. Current Practice

    1. What inactive ingredients used in drug products marketed in the
United States today are derived from wheat, barley, or rye? Please
identify specific ingredients derived from any of these sources.
    2. Please provide any available information on the number of drug
products that contain inactive ingredients derived from wheat, barley,
or rye. What is the general prevalence of such inactive ingredients in
the human drug supply?
    3. To what extent are active ingredients derived from wheat,
barley, or rye used in drug products?
    4. Are certain ingredients derived from wheat, barley, or rye
processed in a way that removes gluten? Please provide information
concerning the certainty with which processing methods may remove or
destroy gluten and identify any test methods used to confirm the
absence of gluten. The Agency's interest extends to ingredients that
may be derived from a variety of starch sources if they are sometimes
derived from wheat. Sugar alcohols such as sorbitol, xylitol, maltitol,
and mannitol may fall into this category.
    5. Do manufacturers routinely test ingredients or drug products to
determine whether gluten is present? If so, what test methods are used
and what is their sensitivity?

B. Flexibility and Consequences

    6. What negative consequences, if any, would arise from
discontinuing the use of ingredients derived from wheat, barley, or rye
in drug products? Are

there certain applications for which an ingredient (inactive or active)
must be derived from one of these grains for reasons related to
physical properties, performance characteristics, safety, efficacy,
availability, or reformulation burden, as well as other reasons?

C. Exposure Estimate

    7. Is it possible to determine, with a high level of assurance,
that certain drug ingredients derived from wheat, barley, or rye are
free of gluten or would contribute only very dilute, insignificant, and
nonharmful quantities of gluten to a drug product? If so, what
scientific evidence supports such a determination?

D. Routes of Administration

    8. FDA believes that the use of ingredients derived from wheat,
barley, or rye in drugs administered orally presents a particular risk
to individuals who have celiac disease, as compared to use of these
ingredients in drugs dispensed in dosage forms intended for other
routes of administration. FDA welcomes comments in this area. Are
ingredients derived from wheat, barley, or rye presently used in drugs
that are intended for nonoral routes of administration, such as
topical, injectable, or ano-rectally administered drugs? Please submit
any data or information on risks to celiac patients associated with
nonoral exposure to ingredients derived from wheat, barley, or rye.

E. Incidental Addition of Gluten

    9. FDA is primarily interested in ingredients derived from wheat,
barley, or rye that are intentionally added to and intended to remain
in the drug product. However, the Agency welcomes responses to the
following question: Are processing aids or production aids (e.g.,
filtration media or fermentation media) derived from wheat, barley, or
rye used today that could introduce gluten into a drug product at
nontrivial levels?

IV. Submission of Information and Comments

    Interested persons may submit information and comments responsive
to this request to the Division of Dockets Management (see ADDRESSES)
in electronic or written form. It is no longer necessary to send two
copies of mailed comments. Identify comments with the docket number
found in brackets in the heading of this document. Except for data and
information prohibited from public disclosure under 21 U.S.C. 331(j) or
18 U.S.C. 1905, submissions may be seen in the Division of Dockets
Management between 9 a.m. and 4 p.m., Monday through Friday, and on the
Internet at http://www.regulations.gov.

V. References

    The following references have been placed on display in the
Division of Dockets Management (see ADDRESSES) and may be seen by
interested persons between 9 a.m. and 4 p.m., Monday through Friday.

1. Fasano, A., and C. Catassi, ``Current Approaches to Diagnosis and
Treatment of Celiac Disease: An Evolving Spectrum,''
Gastroenterology, vol. 120, pp. 636-651, 2001.
2. National Institutes of Health (NIH), ``NIH Consensus Development
Conference Statement on Celiac Disease, June 28-30, 2004,''
Gastroenterology, vol. 128, pp. S1-S9, 2005.
3. Jabri, B., D.D. Kasarda, and P.H.R. Green, ``Innate and Adaptive
Immunity: The Yin and Yang of Celiac Disease,'' Immunological
Reviews, vol. 206, pp. 219-231, 2005.
4. Molberg, O., N.S. Flaete, T. Jensen, et al., ``Intestinal T-Cell
Responses to High-Molecular-Weight Glutenins in Celiac Disease,''
Gastroenterology, vol. 125, pp. 337-344, 2003.
5. Farrell, R.J. and C.P. Kelly, ``Celiac Sprue,'' The New England
Journal of Medicine, vol. 346, pp. 180-188, 2002.
6. Fasano, A., I. Berti, T. Gerarduzzi, et al., ``Prevalence of
Celiac Disease in At-Risk and Not-At-Risk Groups in the United
States: A Large Multicenter Study,'' Archives of Internal Medicine,
vol. 163, pp. 286-292, 2003.
7. West, J., R.F.A. Logan, P.G. Hill, et al., ``Seroprevalence,
Correlates, and Characteristics of Undetected Coeliac Disease in
England,'' Gut, vol. 52, pp. 960-965, 2003.
8. Green, P.H.R. and B. Jabri, ``Coeliac Disease,'' Lancet, vol.
362, pp. 383-391, 2003.
9. Rubio-Tapia, A., R.A. Kyle, E.L. Kaplan, et al., ``Increased
Prevalence and Mortality in Undiagnosed Celiac Disease,''
Gastroenterology, vol. 137, pp. 88-93, 2009.
10. Catassi, C., I. Bearzo, and G.K.T. Holmes, ``Association of
Celiac Disease and Intestinal Lymphomas and Other Cancers,''
Gastroenterology, vol. 128, pp. S79-S86, 2005.
11. Corrao, G., G.R. Corazza, V. Bagnardi, et al., ``Mortality in
Patients With Coeliac Disease and Their Relatives: A Cohort Study,''
Lancet, vol. 358, pp. 356-361, 2001.
12. Waga, J., ``Structure and Allergenicity of Wheat Gluten
Proteins--A Review,'' Polish Journal of Food and Nutrition Sciences,
vol. 13, pp. 327-338, 2004.
13. Vader, W., Y. Kooy, P. Van Veelen, et al., ``The Gluten Response
in Children With Celiac Disease Is Directed Toward Multiple Gliadin
and Glutenin Peptides,'' Gastroenterology, vol. 122, pp. 1729-1737,
2002.
14. Kieffer, M., P.J. Frazier, NW.R. Daniels, et al., ``Wheat
Gliadin Fractions and Other Cereal Antigens Reactive With Antibodies
in the Sera of Coeliac Patients,'' Clinical and Experimental
Immunology, vol. 50, pp. 651-660, 1982.
15. Sturgess, R.P., H.J. Ellis, and P.J. Ciclitira, ``Cereal
Chemistry, Molecular Biology, and Toxicity in Coeliac Disease,''
Gut, vol. 32, pp. 1055-1060, 1991.
16. Lundin, K.E.A., E.M. Nilsen, H.G. Scott, et al., ``Oats Induced
Villous Atrophy in Coeliac Disease,'' Gut, vol. 52, pp. 1649-1652,
2003.
17. Janatuinen, E.K., T.A. Kemppainen, R.J.K. Julkunen, et al., ``No
Harm From Five Year Ingestion of Oats in Coeliac Disease,'' Gut,
vol. 50, pp. 332-335, 2002.
18. Haboubi, N.Y., S. Taylor, and S. Jones, ``Coeliac Disease and
Oats: A Systematic Review,'' Postgraduate Medicine Journal, vol. 82,
pp. 672-678, 2006.
19. Office of Food Safety, Center for Food Safety and Applied
Nutrition, Food and Drug Administration, ``Health Hazard Assessment
for Gluten Exposure in Individuals With Celiac Disease:
Determination of Tolerable Daily Intake Levels and Levels of Concern
for Gluten,'' May 2011.
20. Citizen Petition submitted by Michael Weber, June 2008, Docket
No. FDA-2008-P-0333.

    Dated: December 15, 2011.
Leslie Kux,
Acting Assistant Commissioner for Policy.
[FR Doc. 2011-32551 Filed 12-20-11; 8:45 am]
BILLING CODE 4160-01-P


John Silvasi/ RTP/ USEPA/ US 07/ 05/ 2005 01: 54 PM T o Art Fraas, Amy Flynn c c Lydia Wegman/ RTP/ USEPA/ US @ EPA, Denise Gerth, Tom Helms, Dave Sanders, Doug Grano, Jan Tierney/ DC/ USEPA/ US@ E PA, Sara Schneeberg, Kevin Mclean, Kendra Sagoff/ DC/ USEPA/ US@ EP A S u b j e c t * 8 hr O3 NAAQS implementation revised RFP section Per our recent conversations, here's the revised RFP section in redline/ strikeout compared to the 2/ 6/ 05 version. Similar to the RACT section sent on Friday, these revisions have not been reviewed by management or counsel and may be revised after those reviews.

John J. Silvasi Environmental Engineer Ozone Policy and Strategies Group ( C539 02) Office of Air Quality Planning and Standards U. S. Environmental Protection Agency Research Triangle Park, NC 27711 919 541 5666 ( v); 919 541 0824 ( fax) silvasi. john@ epa. gov


[Federal Register Volume 84, Number 245 (Friday, December 20, 2019)]
[Notices]
[Pages 70245-70253]
[FR Doc No: 2019-27447]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33716; File No. 812-14977]

Prospect Capital Corporation, et al.

December 16, 2019.
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 otherwise prohibited
by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.

Summary of Application: Applicants request an order to permit certain
business development companies (``BDCs'') and closed-end management
investment companies to co-invest in portfolio companies with each
other and with certain affiliated investment funds and accounts.

Applicants:  Prospect Capital Corporation (``PSEC''), Priority Income
Fund, Inc. (``PRIS''), TP Flexible Income Fund, Inc. (``FLEX''),
Prospect Capital Funding LLC (``PSEC SPV Sub''), National Property REIT
Corp. (``PSEC REIT Sub''), Prospect Capital Management L.P. (``PCM''),
Priority Senior Secured Income Management, LLC (``PRISM''); and
Prospect Flexible Income Management, LLC (``PFIM,'' and together with
PCM and PRISM, the ``Existing Advisers'').

Filing Dates:  The application was filed on November 16, 2018, and
amended on May 31, 2019, August 26, 2019, and December 2, 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 January 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: 10 East 40th Street,
42nd Floor, New York, NY 10016.

FOR FURTHER INFORMATION CONTACT:  Jean E. Minarick, Senior Counsel, at
(202) 551-6811 or Kaitlin C. Bottock, Branch Chief, at<PHONE_NUMBER>
(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) 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\ and one or more other

Regulated Funds and/or one or more Affiliated Funds \2\ to enter into
Co-Investment Transactions with each other. ``Co-Investment
Transaction'' means any transaction in which a Regulated Fund (or its
Wholly-Owned Investment Sub (as defined below)) participated together
with one or more Affiliated Funds and/or one or more other Regulated
Funds in reliance on the Order. ``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 and/or one or more other Regulated Funds without
obtaining and relying on the Order.\3\
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    \1\ ``Regulated Funds'' means PSEC, PRIS, FLEX, the Future
Regulated Funds and 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, (b) whose investment adviser (and sub-adviser,
if any) is an Adviser, and (c) that intends to participate in the
Co-investment Program.
    ``Adviser'' means the Existing Advisers, together with any
future investment adviser that (i) controls, is controlled by, or is
under common control with PCM, (ii) (a) is registered as an
investment adviser under the Investment Advisers Act of 1940
(``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, PCM,
and (iii) is not a Regulated Fund or a subsidiary of a Regulated
Fund.
    \2\ ``Affiliated Fund'' means any Prospect Proprietary Account
(as defined below) and any entity (a) whose investment adviser (and
sub-adviser(s), if any) are Advisers, (b) that either (i) would be
an investment company but for section 3(c)(1), 3(c)(5)(C) or 3(c)(7)
of the Act or (ii) relies on rule 3a-7 under the Act, (c) that is
not a BDC Downstream Fund, and (d) that intends to participate in
the Co-Investment Program.
    ``BDC Downstream Fund'' means, with respect to any Regulated
Fund that is a business development company (``BDC''), an entity (i)
that the BDC directly or indirectly controls, (ii) 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),
(iii) that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act, (iv) whose investment adviser (and sub-adviser,
if any) is an Adviser, (v) that is not a Wholly-Owned Investment Sub
and (vi) that intends to participate in the Co-Investment Program
(defined below).
    \3\ 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
its terms and Conditions set forth in the application.
---------------------------------------------------------------------------

    2. The Order sought by the applicants would supersede the prior
order \4\ (``Prior Order'') with the result that no person will
continue to rely on the Prior Order if the Order is granted.
---------------------------------------------------------------------------

    \4\ Prospect Capital Corporation, et al., Investment Company Act
Rel. Nos. 30855 (Jan. 13, 2014) (notice) and 30909 (Feb. 10, 2014)
(order) (``Prior Order'').
---------------------------------------------------------------------------

Applicants

    3. PSEC and FLEX are non-diversified, closed-end management
investment companies incorporated in Maryland that have elected to be
regulated as BDCs under the Act.\5\ The Boards \6\ of PSEC and FLEX
currently consist of five directors, three of whom are Independent
Directors.\7\ PRIS is a non-diversified, closed-end management
investment company incorporated in Maryland that is registered as an
investment company under the Act. The Board of PRIS currently consists
of five directors, three of whom are Independent Directors.
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    \5\ 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.
    \6\ ``Board'' means (i) with respect to a Regulated Fund other
than a BDC Downstream Fund, the board of directors (or the
equivalent) of the Regulated Fund and (ii) with respect to a BDC
Downstream Fund, the Independent Party of the BDC Downstream Fund.
    ``Independent Party'' means, with respect to a BDC Downstream
Fund, (i) if the BDC Downstream Fund has a board of directors (or
the equivalent), the board or (ii) 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.
    \7\ ``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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    4. PCM, a limited partnership under the laws of the state of
Delaware, is registered with the Commission as an investment adviser
under the Advisers Act. PRISM, a Delaware limited liability company, is
registered with the Commission as an investment adviser under the
Advisers Act. PFIM, a limited liability company under the laws of the
state of Delaware, is registered with the Commission as an investment
adviser under the Advisers Act. PCM controls PRISM and PFIM.
    5. The Advisers, and any direct or indirect, wholly- or majority-
owned subsidiary of an Adviser, may hold various financial assets in a
principal capacity (the ``Prospect Proprietary Accounts'').
    6. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\8\ 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 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 be permitted to participate in Co-
Investment Transactions in lieu of the Regulated Fund that owns it and
that the 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.
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    \8\ ``Wholly-Owned Investment Sub'' means an entity (i) that is
wholly-owned by a Regulated Fund (with such Regulated Fund at all
times holding, beneficially and of record, 95% or more of the voting
and economic interests); (ii) whose sole business purpose is to hold
one or more investments on behalf of such Regulated Fund (and in the
case of an SBIC Subsidiary, maintain a license under the Small
Business Investment Act of 1958 (``SBA Act'') and issue debentures
guaranteed by the Small Business Administration (``SBA'')); (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; and (iv) that (A) would be an
investment company but for section 3(c)(1), 3(c)(5)(C), or 3(c)(7)
of the Act, or (B) that qualifies as a real estate investment trust
within the meaning of section 856 of the Internal Revenue Code
because substantially all of its assets would consist of real
properties. ``SBIC Subsidiary'' means a Wholly-Owned Investment Sub
that is licensed by the SBA to operate under the SBA Act as a small
business investment company. PSEC SPV Sub and PSEC REIT Sub each is
a Wholly-Owned Investment Sub of PSEC.
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Applicants' Representations

A. Allocation Process

    7. Applicants represent that the Advisers have established
processes for ensuring compliance with the Prior Order and 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.
    8. Opportunities for Potential Co-Investment Transactions may arise
when investment advisory personnel of an Adviser becomes aware of
investment opportunities that may be appropriate for a Regulated Fund
and one or more other Regulated Funds and/or one or more Affiliated
Funds. If the requested 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. In particular, consistent with Condition
1, if a Potential Co-Investment Transaction falls within the then-
current Objectives and Strategies \9\ and any Board-

Established Criteria \10\ of a Regulated Fund, the policies and
procedures will require that the Adviser to such Regulated Fund receive
sufficient information to allow such Adviser's investment committee to
make its independent determination and recommendations under the
Conditions. 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. 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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    \9\ ``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
registration statement on Form N-2, other current filings with the
Commission under the Securities Act of 1933 (``Securities Act'') or
under the Securities Exchange Act of 1934, as amended, 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).
    \10\ ``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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    9. Applicants state that, for each Regulated Fund and Affiliated
Fund whose Adviser recommends participating in a Potential Co-
Investment Transaction, the Adviser's investment committee will approve
an investment amount. Prior to the External Submission (as defined
below), each proposed order amount may be reviewed and adjusted, in
accordance with the applicable Advisers' written allocation policies
and procedures, by the applicable Adviser's investment committee.\11\
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 of any
participating Regulated Funds in accordance with the Conditions.\12\
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    \11\ The reason for any such adjustment to a proposed order
amount will be documented in writing and preserved in the records of
each Adviser.
    \12\ ``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 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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    10. 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.\13\ 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.\14\
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    \13\ 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.
    \14\ 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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B. Follow-On Investments

    11. Applicants state that from time to time the Regulated Funds and
Affiliated Funds may have opportunities to make Follow-On Investments
\15\ in an issuer in which a Regulated Fund and one or more other
Regulated Funds and/or Affiliated Funds previously have invested.
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    \15\ ``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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    12. Applicants propose that Follow-On Investments would be divided
into two categories depending on whether the prior investment was a Co-
Investment Transaction or a Pre-Boarding Investment.\16\ If the
Regulated Funds and Affiliated Funds 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
Standard Review Follow-Ons described in Condition 8. If the Regulated
Funds and Affiliated Funds have not previously participated in a Co-
Investment Transaction with respect to the issuer but hold a Pre-
Boarding Investment, then the terms and approval of the Follow-On
Investment would be subject to the Enhanced-Review Follow-Ons described
in Condition 9. 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 of Standard Review Follow-
Ons.
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    \16\ ``Pre-Boarding Investments'' are investments in an issuer
held by a Regulated Fund as well as one or more Affiliated Funds
and/or one or more other Regulated Funds that were acquired prior to
participating in any Co-Investment Transaction: (i) In transactions
in which the only term negotiated by or on behalf of such funds was
price in reliance on one of the JT No-Action Letters (defined
below); or (ii) in transactions occurring at least 90 days apart and
without coordination between the Regulated Fund and any Affiliated
Fund or other Regulated Fund.
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    13. 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 \17\ or (ii) a Non-

Negotiated Follow-On Investment.\18\ 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.
---------------------------------------------------------------------------

    \17\ A ``Pro Rata Follow-On Investment'' is a Follow-On
Investment (i) in which the participation of each Affiliated Fund
and each Regulated Fund 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).
    \18\ A ``Non-Negotiated Follow-On Investment'' is a Follow-On
Investment in which a Regulated Fund participates together with one
or more Affiliated Funds 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.
    ``JT No-Action Letters'' means SMC Capital, Inc., SEC No-Action
Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life
Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).
---------------------------------------------------------------------------

C. Dispositions

    14. Applicants propose that Dispositions \19\ would be divided into
two categories. If the Regulated Funds and Affiliated Funds holding
investments in the issuer had 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 Standard Review
Dispositions described in Condition 6. If the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer but hold a Pre-Boarding
Investment, then the terms and approval of the Disposition would be
subject to the Enhanced Review Dispositions described in Condition 7.
Subsequent Dispositions with respect to the same issuer would be
governed by Condition 6 under the Standard Review Dispositions.\20\
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    \19\ ``Disposition'' means the sale, exchange or other
disposition of an interest in a security of an issuer.
    \20\ 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 would be required because such
findings would not have been 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.
---------------------------------------------------------------------------

    15. 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 \21\ or (ii) the securities
are Tradable Securities \22\ 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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    \21\ A ``Pro Rata Disposition'' is a Disposition (i) in which
the participation of each Affiliated Fund and each Regulated Fund 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, its approval of Pro Rata Dispositions, in which case all
subsequent Dispositions will be submitted to the Regulated Fund's
Eligible Directors.
    \22\ ``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

    16. 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

    17. 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 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 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 Regulated Funds
and Affiliated 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) an Adviser that is either PCM or
an entity that controls, is controlled by, or under common control with
PCM will be the investment adviser (and sub-adviser, if any) to each of
the Regulated Funds and the Affiliated Funds; (ii) PCM is the Adviser
to, and may be deemed to control PSEC; PRISM is the Adviser to, and may
be deemed to control PRIS; PFIM is the Adviser to, and may be deemed to
control, FLEX; and an Adviser will be the investment adviser and sub-
adviser to, and may be deemed to control, any Future Regulated Fund;
(iii) each BDC Downstream Fund will be deemed to be controlled by its
BDC parent and/or its BDC parent's Adviser; and (iv) the Advisers are
under common control. Thus, each Regulated Fund and each Affiliated
Fund could be deemed to be a person related to a Regulated Fund, or BDC
Downstream Fund, in a manner described by section 57(b) and related to
the 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. Further,
because the BDC Downstream Funds and Wholly-Owned Investment Subs are
controlled by the Regulated Funds, the BDC Downstream Funds and Wholly-
Owned Investment Subs are subject to section 57(a)(4) (or section 17(d)
in the case of Wholly-Owned Investment Subs controlled by Regulated
Funds that are registered under the Act) and thus also subject to the
provisions of rule 17d-1. In addition, because the Prospect Proprietary
Accounts will be controlled by an Adviser and, therefore, may be under
common control with PSEC, PRIS, FLEX, the Advisers, and any Future
Regulated Funds, the Prospect Proprietary Accounts could be deemed to
be persons related to the Regulated Funds (or a company controlled by
the Regulated Funds) in a manner described by section 17(d) or section
57(b) and also prohibited from participating in the Co-Investment
Program.
    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 of all Potential Co-Investment Transactions that fall
within the then-current Objectives and Strategies and Board-Established
Criteria of any Regulated Fund the Adviser manages.
    (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 and each participating Affiliated Fund) 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 or Affiliated Funds
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) or Affiliated
Fund(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) or Affiliated
Fund(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
commitment of the Affiliated Funds and Regulated Funds is 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 (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 \23\ financial
benefit to the Advisers, any other Regulated Fund, the Affiliated Funds
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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    \23\ 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.
---------------------------------------------------------------------------

    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,\24\ a Regulated Fund will not
invest in reliance on the Order in any issuer in which a Related Party
has an investment.\25\
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    \24\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
    \25\ ``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 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.
---------------------------------------------------------------------------

    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 and Affiliated Fund 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 or Affiliated Fund elects to
sell, exchange or otherwise dispose of an interest in a security and
one or more Regulated Funds and Affiliated Funds have previously
participated in a Co-Investment Transaction with respect to the issuer,
then:
    (i) The Adviser to such Regulated Fund or Affiliated Fund \26\ will
notify each Regulated Fund that holds an investment in the issuer of
the proposed Disposition at the earliest practical time; and
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    \26\ Any Prospect Proprietary Account that is not advised by an
Adviser is itself deemed to be an Adviser for purposes of Conditions
6(a)(i), 7(a)(i), 8(a)(i) and 9(a)(i).
---------------------------------------------------------------------------

    (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 and any other Regulated Fund.
    (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 and Affiliated
Fund 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; \27\ (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
---------------------------------------------------------------------------

    \27\ In the case of any Disposition, proportionality will be
measured by each participating Regulated Fund's and Affiliated
Fund's 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 and
Affiliated Funds 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 or Affiliated Fund elects to
sell, exchange or otherwise dispose of a Pre-Boarding Investment in a
Potential Co-Investment Transaction and the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer:
    (i) The Adviser to such Regulated Fund or Affiliated Fund 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 and
Affiliated Funds, 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); and
    (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 and any other Regulated Fund;
    (ii) Original Investments. All of the Affiliated Funds' and
Regulated Funds' 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 and
Affiliated Funds 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 and Affiliated Funds
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 or Affiliated Fund's
holding of a different class of securities (including for this purpose
a security with a different maturity date) is immaterial \28\ 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
---------------------------------------------------------------------------

    \28\ 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.
---------------------------------------------------------------------------

    (v) No control. The Affiliated Funds, 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 or Affiliated Fund desires to
make a Follow-On Investment in an issuer and the Regulated Funds and
Affiliated Funds 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 or Affiliated Fund 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 and each
Affiliated Fund in such investment is proportionate to its outstanding
investments in the issuer or the security at issue, as appropriate,\29\
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
---------------------------------------------------------------------------

    \29\ 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 and Affiliated Funds, proportionality
will be measured by each participating Regulated Fund's and
Affiliated Fund'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 or Affiliated Funds, proportionality
will be measured by each participating Regulated Fund's and
Affiliated Fund'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' and the
Affiliated Funds' 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, 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 or Affiliated Fund desires to
make a Follow-On Investment in an issuer that is a Potential Co-
Investment Transaction and the Regulated Funds and Affiliated Funds
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 or Affiliated Fund 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 and
Affiliated Funds, 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' and
Regulated Funds' 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 and
Affiliated Funds 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 and Affiliated Funds
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 or Affiliated Fund's
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 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' and the
Affiliated Funds' 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, 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 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 or Affiliated Funds 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 whether
continued participation in new and existing Co-Investment Transactions
is in the Regulated Fund's best interests.
    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.
    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 in proportion to the relative amounts of
the securities held or being acquired or disposed of, as the case may
be.
    14. Transaction Fees.\30\ 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 other Regulated Funds
or any affiliated person of the Affiliated Funds 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 and the Affiliated Funds,
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.
---------------------------------------------------------------------------

    \30\ 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.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-27447 Filed 12-19-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: October 5, 2010 (Volume 75, Number 192)]
[Notices]
[Page 61461-61462]
[DOCID:fr05oc10-55]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP10-194-000]

Central New York Oil and Gas Company, LLC; Notice of Availability
of the Environmental Assessment for the Proposed North-South Project

September 27, 2010.
    The staff of the Federal Energy Regulatory Commission (FERC or
Commission) has prepared an environmental assessment (EA) for the
North-South Project proposed by Central New York Oil and Gas Company,
LLC (CNYOG) in the above referenced docket. CNYOG requests
authorization to construct, operate, and maintain two new compressor
stations in Tioga County, New York and Bradford County, Pennsylvania.
The project, which is associated with CNYOG's existing Stagecoach
Storage Project, would increase the firm natural gas throughout of the
existing North and South Laterals to 560 million cubic feet per day and
728 cubic feet per day, respectively.
    The EA assesses the potential environmental effects of the

construction and operation of the North-South Project in accordance
with the requirements of the National Environmental Policy Act. The
FERC staff concludes that approval of the proposed project, with
appropriate mitigating measures, would not constitute a major federal
action significantly affecting the quality of the human environment.
    The proposed North-South Project includes the following facilities:
     One new compressor station in Tioga County, New York (the
NS1 Compressor Station) with an electric-driven 13,400-horsepower (hp)
centrifugal compressor;
     One new compressor station in Bradford County,
Pennsylvania (the NS2 Compressor Station) with an electric-driven
15,300-hp centrifugal compressor;
     Two 30-inch-diameter natural gas pipelines, each about 820
feet long, connecting the NS2 Compressor Station with Tennessee Gas
Pipeline Company's (TGP) pipeline in Bradford County, Pennsylvania;
     An approximately 1,700-foot-long non-jurisdictional
powerline to the NS2 Compressor Station;
     A 15,000-foot-long non-jurisdictional powerline and an
electric substation to supply the NS1 Compressor Station; and
     Expansion of existing metering facilities at the
interconnects between CNYOG's North and South Laterals and Millennium
Pipeline Company's and TGP's pipelines, respectively.
    The EA has been placed in the public files of the FERC and is
available for public viewing on the FERC's Web site at http://
www.ferc.gov using the eLibrary link. A limited number of copies of the
EA are available for distribution and public inspection at: Federal
Energy Regulatory Commission, Public Reference Room, 888 First Street,
NE., Room 2A, Washington, DC 20426,<PHONE_NUMBER>.
    Copies of the EA have been mailed to federal, state, and local
government representatives and agencies; elected officials;
environmental and public interest groups; Native American tribes;
potentially affected landowners and other interested individuals and
groups; newspapers and libraries in the project area; and parties to
this proceeding.
    Any person wishing to comment on the EA may do so. Your comments
should focus on the potential environmental effects, reasonable
alternatives, and measures to avoid or lessen environmental impacts.
The more specific your comments, the more useful they will be. To
ensure that your comments are properly recorded and considered prior to
a Commission decision on the proposal, it is important that the FERC
receives your comments in Washington, DC on or before October 27, 2010.
    For your convenience, there are three methods you can use to submit
your comments to the Commission. In all instances, please reference the
project docket number (CP10-194-000) with your submission. The
Commission encourages electronic filing of comments and has dedicated
eFiling expert staff available to assist you at<PHONE_NUMBER> or
<EMAIL_ADDRESS>    (1) You may file your comments electronically by using the eComment
feature, which is located on the Commission's Web site at http://
www.ferc.gov under the link to Documents and Filings. An eComment is an
easy method for interested persons to submit brief, text-only comments
on a project;
    (2) You may file your comments electronically by using the eFiling
feature, which is located on the Commission's Web site at http://
www.ferc.gov under the link to Documents and Filings. With eFiling you
can provide comments in a variety of formats by attaching them as a
file with your submission. New eFiling users must first create an
account by clicking on ``eRegister.'' You will be asked to select the
type of filing you are making. A comment on a particular project is
considered a ``Comment on a Filing''; or
    (3) You may file a paper copy of your comments at the following
address: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 888 First Street, NE., Room 1A, Washington, DC 20426.
    Although your comments will be considered by the Commission, simply
filing comments will not serve to make the commentor a party to the
proceeding. Any person seeking to become a party to the proceeding must
file a motion to intervene pursuant to Rule 214 of the Commission's
Rules of Practice and Procedures (18 CFR 385.214).\1\ Only intervenors
have the right to seek rehearing of the Commission's decision.
---------------------------------------------------------------------------

    \1\ Interventions may also be filed electronically via the
Internet in lieu of paper. See the previous discussion on filing
comments electronically.
---------------------------------------------------------------------------

    Affected landowners and parties with environmental concerns may be
granted intervenor status upon showing good cause by stating that they
have a clear and direct interest in this proceeding which would not be
adequately represented by any other parties. You do not need intervenor
status to have your comments considered.
    Additional information about the project is available from the
Commission's Office of External Affairs, at (866) 208-FERC or on the
FERC Web site (http://www.ferc.gov) using the eLibrary link. Click on
the eLibrary link, click on ``General Search'' and enter the docket
number excluding the last three digits in the Docket Number field
(i.e., CP10-194). Be sure you have selected an appropriate date range.
For assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>or toll free at<PHONE_NUMBER>, or for TTY,
contact<PHONE_NUMBER>. The eLibrary link also provides access to the
texts of formal documents issued by the Commission, such as orders,
notices, and rulemakings.
    In addition, the Commission offers a free service called
eSubscription which allows you to keep track of all formal issuances
and submittals in specific dockets. This can reduce the amount of time
you spend researching proceedings by automatically providing you with
notification of these filings, document summaries, and direct links to
the documents. Go to http://www.ferc.gov/esubscribenow.htm.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-24944 Filed 10-4-10; 8:45 am]
BILLING CODE 6717-01-P