[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42390-42396]
[FR Doc No: 2017-18930]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32804; 813-00387]

Hudson Advisors L.P., et al.

August 31, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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

SUMMARY OF APPLICATION: Applicants request an order to exempt certain
limited partnerships and other entities (``Partnerships'') formed for
the benefit of eligible employees of Hudson Advisors L.P. (``Hudson'')
and Lone Star Global Acquisitions, Ltd. (``LSGA'') and their affiliates
(Hudson and LSGA, along with their affiliated companies and affiliated
persons, collectively the ``Advisers'') from certain provisions of the
Act. Each Partnership will be an ``employees' securities company''
within the meaning of section 2(a)(13) of the Act.

APPLICANTS: Hudson, LSGA, LSREF V Investments, L.P., HudCo Real Estate
V, L.P., HudCo Real Estate V (Bermuda), L.P., HudCo Real Estate V
(Europe I), L.P., HudCo Real Estate V (Europe II), L.P., HudCo GenPar
RE V, LLC, HudCo GenPar RE V (Europe I), LLC, and HH GenPar RE V
(Europe II), LLC.

Filing Dates: The application was filed on November 18, 2016 and was
amended on April 13, 2017, June 23, 2017 and August 25, 2017.

Hearing or Notification of Hearing:  An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving 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 September 25, 2017, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090; Applicants: c/o William D.
Young, 2711 N. Haskell Avenue, Suite 1800, Dallas, TX 75204; c/o
William D. Young, 2711 N. Haskell Avenue, Suite 1700, Dallas, TX 75204.

FOR FURTHER INFORMATION CONTACT:  Elizabeth G. Miller, Senior Counsel,
at<PHONE_NUMBER>, or Holly Hunter-Ceci, Assistant Chief Counsel, at
(202) 551-6825 (Division of Investment Management, Chief Counsel's
Office).

SUPPLEMENTARY INFORMATION:  The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Advisers have organized, and may in the future organize,
limited partnerships, limited liability companies, business trusts or
other entities as ``employees' securities companies,'' as defined in
section 2(a)(13) of the Act (each a ``Partnership'' and, collectively,
the ``Partnerships'').
    2. A Partnership may be organized under the laws of the state of
Delaware, another state, or a jurisdiction outside the United States. A
Partnership may serve as the master fund of one or more other
Partnerships (such entities, ``Master Partnerships''). A Partnership
may be organized under the laws of a non-U.S. jurisdiction to address
any tax, legal, accounting and regulatory considerations applicable to
certain Eligible Employees (as defined below) in other jurisdictions or
the nature of the program. Interests in a Partnership (``Interests'')
may be issued in one or more series, each of which corresponds to
particular Partnership investments (each, a ``Series''). Each Series
will be an ``employees' securities company'' within the meaning of
section 2(a)(13) of the Act. Each Partnership will operate as a closed-
end management investment company, and a particular Partnership may
operate as a ``diversified'' or ``non-diversified'' vehicle within the
meaning of the Act. The Partnerships are intended to provide investment
opportunities for Eligible Employees that are competitive with those at
other investment management and financial services firms and to
facilitate the recruitment and retention of high caliber professionals.
The Advisers will control each Partnership within the meaning of
section 2(a)(9) of the Act.
    3. The initial Master Partnership, LSREF V Investments, L.P., is a
Bermuda exempted limited partnership established on February 17, 2016.
HudCO GenPar RE V, LLC is its general partner and Hudson serves as its
investment adviser. HudCO Real Estate V, L.P., a Delaware limited
partnership, was established on February 23, 2016. HudCo GenPar RE V,
LLC is its general partner and Hudson serves as its investment adviser.
HudCo Real Estate V (Bermuda), L.P., a Bermuda exempted limited
partnership, was established on February 17, 2016. HudCo GenPar RE V,
LLC is its general partner and Hudson serves as its investment adviser.
HudCo Real Estate V (Europe I), L.P., a Bermuda exempted limited
partnership, was established on February 17, 2016. HudCo GenPar RE V
(Europe I), LLC is its general partner and Hudson serves as its
investment adviser. HudCo Real Estate V (Europe II), L.P., a Delaware
limited partnership, was established on September 8, 2016. HH GenPar RE
V (Europe II), LLC is its general partner and Hudson serves as its
investment adviser. The Advisers provide certain advisory and related
services to a family of closed-end, privately offered funds (the
``Funds''), which invest globally in

a broad range of real estate, equity, credit and other financial
assets.
    4. Each Partnership will have a general partner, managing member or
other such similar entity (a ``General Partner''). All investors in a
Partnership will be ``Limited Partners.'' The General Partner will be
responsible for the overall management of each Partnership and will
have the authority to make all decisions regarding the management
control, and direction of the Partnership and its operations, business,
and affairs. An Adviser entity may be a General Partner of each
Partnership. The General Partner may be permitted to delegate certain
of its responsibilities regarding the acquisition, management and
disposition of Partnership investments to an Investment Adviser (as
defined below), provided that the ultimate responsibility for, and
control of, each Partnership, remain with the applicable General
Partner.
    5. The General Partner or another Adviser entity will serve as
investment adviser to a Partnership (the ``Investment Adviser''). The
Investment Adviser will be registered as an investment adviser under
the Investment Advisers Act of 1940 (the ``Advisers Act''), if required
under applicable law. Each Investment Adviser shall comply with the
standards prescribed in sections 9, 36 and 37 of the Act. The
Applicants represent and concede that each General Partner and
Investment Adviser managing a Partnership is an ``investment adviser''
within the meaning of sections 9 and 36 of the Act and is subject to
those sections. An Investment Adviser may be paid a management fee,
which will generally be determined as a percentage of the capital
commitments or assets under management (appreciated capital
commitments) of the Limited Partners. A General Partner or Investment
Adviser may receive a performance-based fee (a ``Carried Interest'')
based on the net gains of the Partnership's investments in addition to
any amount allocable to the General Partner's or Investment Adviser's
capital contribution.\1\
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    \1\ If a General Partner or Investment Adviser is registered
under the Advisers Act, the Carried Interest payable to it by a
Partnership will be pursuant to an arrangement that complies with
rule 205-3 under the Advisers Act. If the General Partner or
Investment Adviser is not required to register under the Advisers
Act, the Carried Interest payable to it will comply with section
205(b)(3) of the Advisers Act (with such Partnership treated as
though it were a business development company solely for the purpose
of that section).
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    6. If the General Partner determines that a Partnership enter into
any side-by-side investment with an unaffiliated entity, the General
Partner will be permitted to engage as sub-investment adviser the
unaffiliated entity (an ``Unaffiliated Subadviser''), which will be
responsible for the management of such side-by-side investment.
    7. Interests in a Partnership will be offered without registration
in reliance on section 4(a)(2) of the Securities Act of 1933 (the
``Securities Act''), or Regulation D or Regulation S under the
Securities Act, and will be sold only to: (i) Eligible Employees; (ii)
at the request of Eligible Employees and the discretion of the General
Partner, to Qualified Participants (as defined below) of such Eligible
Employees; or (iii) to Adviser entities. Prior to offering Interests to
an Eligible Employee or an Eligible Family Member (as defined below), a
General Partner must reasonably believe that the Eligible Employee or
Eligible Family Member will be capable of understanding and evaluating
the merits and risks of participating in a Partnership and that each
such individual is able to bear the economic risk of such participation
and afford a complete loss of his or her investments in a Partnership.
Investing in the Partnerships will be voluntary on the part of Eligible
Employees and Qualified Participants.
    8. To qualify as an ``Eligible Employee,'' (a) an individual must
(i) be a current or former employee, officer or director or current
Consultant \2\ of the Advisers and (ii) except for certain individuals
who meet the definition of ``knowledgeable employee'' in Rule 3c-
5(a)(4) under the Act as if the Partnerships were ``Covered Companies''
within the meaning of the rule and a limited number of other employees
of the Advisers \3\ (collectively, ``Non-Accredited Investors''), meet
the standards of an ``accredited investor'' under Rule 501(a)(5) or
(a)(6) of Regulation D, or (b) an entity must (i) be a current
Consultant of the Advisers and (ii) meet the standards of an
``accredited investor'' under Rule 501(a) of Regulation D. A
Partnership may not have more than 35 Non-Accredited Investors. At the
request of an Eligible Employee and the discretion of the General
Partner, Interests may be assigned by such Eligible Employee, or sold
directly by the Partnership, to a Qualified Participant of an Eligible
Employee. In order to qualify as a ``Qualified Participant,'' an
individual or entity must (i) be an Eligible Family Member or Eligible
Investment Vehicle (in each case as defined below), respectively, of an
Eligible Employee and (ii) if purchasing an Interest from a
Partnership, except as discussed below, come within one of the
categories of an ``accredited investor'' under Rule 501(a) of
Regulation D. An ``Eligible Family Member'' is a spouse, parent, child,
spouse of child, brother, sister or grandchild of an Eligible Employee,
including step and adoptive relationships. An ``Eligible Investment
Vehicle'' is (a) a trust of which the trustee, grantor and/or
beneficiary is an Eligible Employee, (b) a partnership, corporation or
other entity controlled by an Eligible Employee,\4\ or (c) a trust or
other entity established solely for the benefit of an Eligible Employee
and/or

one or more Eligible Family Members of an Eligible Employee.
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    \2\ A ``Consultant'' is a person or entity whom the Advisers
have engaged on retainer to provide services and professional
expertise on an ongoing basis as a regular consultant or as a
business or legal adviser and who shares a community of interest
with the Advisers and the Advisers' employees. In order to
participate in a Partnership, Consultants must be currently engaged
with the Advisers and will be required to be sophisticated investors
who qualify as accredited investors (``Accredited Investors'') under
Rule 501(a) of Regulation D under the Securities Act. If a
Consultant is an entity (such as, for example, a law firm or
consulting firm), and the Consultant proposes to invest in the
Partnership through a partnership, corporation or other entity that
is controlled by the Consultant, the individual participants in such
partnership, corporation or other entity will be limited to senior
level employees, members or partners of the Consultant who are
responsible for the activities of the Consultant and will be
required to qualify as Accredited Investors. In addition, such
entities will be limited to businesses controlled by individuals who
have levels of expertise and sophistication in the area of
investments in securities that are comparable to other Eligible
Employees who are employees, officers or directors of the Advisers
and who have an interest in maintaining an ongoing relationship with
the Advisers. The individuals participating through such entities
will belong to that class of persons who will have access to the
directors and officers of the General Partner and/or the officers of
the Advisers responsible for making investments for the Partnerships
similar to the access afforded other Eligible Employees who are
employees, officers or directors of the Advisers.
    \3\ Such employees must meet the sophistication requirements set
forth in Rule 506(b)(2)(ii) of Regulation D under the Securities Act
and may be permitted to invest his or her own funds in the
Partnership if, at the time of the employee's investment in a
Partnership, he or she (a) has a graduate degree in business, law or
accounting, (b) has a minimum of five years of consulting,
investment banking or similar business experience, and (c) has had
reportable income from all sources of at least $100,000 in each of
the two most recent years and a reasonable expectation of income
from all sources of at least $140,000 in each year in which such
person will be committed to make investments in a Partnership. In
addition, such an employee will not be permitted to invest in any
year more than 10% of his or her income from all sources for the
immediately preceding year in the aggregate in such Partnership and
in all other Partnerships in which he or she has previously
invested.
    \4\ The inclusion of partnerships, corporations, or other
entities controlled by an Eligible Employee in the definition of
``Eligible Investment Vehicle'' is intended to enable Eligible
Employees to make investments in the Partnerships through personal
investment vehicles for the purpose of personal and family
investment and estate planning objectives.
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    9. An Eligible Employee or Eligible Family Member may purchase an
Interest through an Eligible Investment Vehicle only if either (i) the
investment vehicle is an accredited investor, as defined in rule 501(a)
of Regulation D under the Securities Act or (ii) the applicable
Eligible Employee or Eligible Family Member is a settlor \5\ and
principal investment decision-maker with respect to the investment
vehicle. Eligible Investment Vehicles that are not accredited investors
will be included in accordance with Regulation D toward the 35 Non-
Accredited Investor limit discussed above.
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    \5\ If such investment vehicle is an entity other than a trust,
the term ``settlor'' will be read to mean a person who created such
vehicle, alone or together with other Eligible Employees and/or
Eligible Family Members, and contributed funds to such vehicle.
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    10. While the terms of a Partnership will be determined by the
Advisers in their discretion, these terms will be fully disclosed to
each Eligible Employee and, if a Qualified Participant of such Eligible
Employee is required to make an investment decision with respect to
whether or not to participate in a Partnership, to such Qualified
Participant, at the time such Eligible Employee or Qualified
Participant is invited to participate in the Partnership. A Partnership
will send its Limited Partners an annual financial statement within 120
days, or as soon as practicable, after the end of the Partnership's
fiscal year. The financial statement will be audited \6\ by independent
certified public accountants. In addition, as soon as practicable after
the end of each fiscal year of a Partnership, a report will be sent to
each Limited Partner setting forth the information with respect such
Limited Partner's share of income, gains, losses, credits, and other
items for federal and state income tax purposes.
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    \6\ ``Audit'' will have the meaning defined in rule 1-02(d) of
Regulation S-X.
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    11. Interests in each Partnership will be non-transferable except
with the prior written consent of the General Partner, and, in any
event, no person or entity will be admitted into the Partnership as a
Limited Partner unless such person is (i) an Eligible Employee, (ii) a
Qualified Participant or (iii) an Adviser entity. No sales load or
similar fee of any kind will be charged in connection with the sale of
Interests.
    12. The Applicant states that a General Partner may have the right
to repurchase or cancel the Interest of (i) an Eligible Employee who
ceases to be an employee, officer, director or current Consultant of
any Adviser entity for any reason or (ii) any Qualified Participant of
any person described in clause (i). Once a Consultant's ongoing
relationship with an Adviser entity is terminated: (i) such Consultant
and its Qualified Participants, if any, will not be permitted to
contribute any additional capital to a Partnership; and (ii) the
existing Interests of such Consultant and its Qualified Participants,
if any, as of the date of such termination will (A) to the extent the
governing documents of a Partnership provide for periodic redemptions
in the ordinary course, be redeemed as of the next regularly scheduled
redemption date and (B) to the extent the governing documents of a
Partnership do not provide for such periodic redemptions (e.g., as a
result of the vehicle primarily investing in illiquid investments), be
retained. The Partnership Agreement or private placement memorandum for
each Partnership will describe, if applicable, the amount that a
Limited Partner would receive upon repurchase, cancellation or
forfeiture of its Interest. A Limited Partner would receive upon
repurchase, cancellation or forfeiture of its Interest, at a minimum,
the lesser of (i) the amount actually paid by or (subject to any
vesting requirements) on behalf of the Limited Partner to acquire the
Interest, plus interest, less any distributions, and (ii) the fair
market value of the Interest determined at the time of the repurchase
or cancellation as determined in good faith by the General Partner. The
amount to be received by the Limited Partner will be subject to any
applicable vesting schedule or forfeiture provisions and to the extent
there is an oversubscription for a regularly scheduled redemption,
existing Interests of the Limited Partner will be redeemed on a pro
rata basis with all other Limited Partners who have made a request, in
accordance with the governing documents, to be redeemed as of that
redemption date and any subsequent regularly scheduled redemption date
until all of such Limited Partner's existing Interests are redeemed.
    13. The Applicant states that the Partnerships may invest either
directly or through investments in limited partnerships and other
investment pools (including pools that are exempt from registration in
reliance on section 3(c)(1) or 3(c)(7) of the Act) and investments in
registered investment companies.\7\ Investments may be made side by
side with Adviser entities and through investment pools (including
``Aggregation Vehicles'') \8\ sponsored or managed by an Adviser entity
or an unaffiliated entity.
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    \7\ The Applicant is not requesting any exemption from any
provision of the Act or any rule thereunder that may govern the
eligibility of a Partnership to invest in an entity relying on
section 3(c)(1) or 3(c)(7) of the Act or any such entity's status
under the Act.
    \8\ An ``Aggregation Vehicle'' is an investment pool sponsored
or managed by an Adviser entity that is formed solely for the
purpose of permitting a Partnership and other Adviser entities or
Third Party Funds to collectively invest in other entities. The
Applicant states that it may be more efficient for a Partnership and
other Adviser entities and Third Party Funds to invest in an entity
together through an Aggregation Vehicle rather than having each
investor separately acquire a direct interest in such entity. An
Aggregation Vehicle will not be used to issue interests that
discriminate against a Partnership or provide preferential treatment
to an Adviser entity or other Adviser-related investors with respect
to a portfolio company investment. The Applicant submits that
because no investment decisions are made at the Aggregation Vehicle
level, the fact that a person who participates in the Partnership's
decision to acquire an interest in an Aggregation Vehicle also
serves as an officer, director, general partner or investment
adviser of the Aggregation Vehicle would not create a conflict of
interest on the part of such person.
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    14. The Applicant states that a Partnership may also co-invest in a
portfolio company with the Advisers or an investment fund or separate
account organized primarily for the benefit of investors who are not
affiliated with the Advisers over which an Adviser entity or an
Unaffiliated Subadviser exercises investment discretion (``Third Party
Funds''). The General Partner will not delegate management and
investment discretion for the Partnership to an Unaffiliated Subadviser
or a sponsor of a Third Party Fund. Side-by-side investments held by a
Third Party Fund, or by an Adviser entity in a transaction in which the
Adviser investment was made pursuant to a contractual obligation to a
Third Party Fund, will not be subject to the restrictions contained in
Condition 3 below. All other side-by-side investments held by Adviser
entities will be subject to the restrictions contained in Condition 3.
    15. A Partnership will not borrow from any person if the borrowing
would cause any person not named in section 2(a)(13) of the Act to own
securities of the Partnership (other than short-term paper). A
Partnership will not make any loans to the Advisers, their subsidiaries
or any entity that controls the Advisers.\9\ A Partnership will not
borrow from any person if the borrowing would cause the Partnership not
to be an ``employees' securities company'' as defined in Section
2(a)(13) of the Act. Any

indebtedness of a Partnership, other than indebtedness incurred
specifically on behalf of a Limited Partner where the Limited Partner
has agreed to guarantee the loan or to act as co-obligor of the loan,
will be the debt of the Partnership and without recourse to the Limited
Partners.
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    \9\ A Partnership may, subject to the terms and conditions set
out herein, make investments in issuers that are portfolio companies
of funds managed by the Advisers, and such investments may take the
form of loans.
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    16. In compliance with section 12(d)(1)(A)(i) of the Act, a
Partnership will not purchase or otherwise acquire any security issued
by a registered investment company if, immediately after the
acquisition, the Partnership will own, in the aggregate, more than 3%
of the outstanding voting stock of the registered investment company.

Applicant's Legal Analysis

    1. Section 6(b) of the Act provides that, upon application, the
Commission will exempt employees' securities companies from the
provisions of the Act to the extent that the exemption is consistent
with the protection of investors. Section 6(b) provides that the
Commission will consider, in determining the provisions of the Act from
which the company should be exempt, the company's form of organization
and capital structure, the persons owning and controlling its
securities, the price of the company's securities and the amount of any
sales load, how the company's funds are invested, and the relationship
between the company and the issuers of the securities in which it
invests. Section 2(a)(13) defines an employees' securities company, in
relevant part, as any investment company all of whose securities (other
than short-term paper) are beneficially owned (a) by current or former
employees, or persons on retainer, of one or more affiliated employers,
(b) by immediate family members of such persons, or (c) by such
employer or employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. The Applicants request an order under sections 6(b) and 6(e)
of the Act exempting the Partnerships from all provisions of the Act,
except sections 9, 17, 30, and 36 through 53 of the Act, and the Rules
and Regulations. With respect to sections 17(a), (d), (e), (f), (g),
and (j) and 30(a), (b), (e), and (h) of the Act, and the Rules and
Regulations, and rule 38a-1 under the Act, the exemption is limited as
set forth in the application.
    3. Section 17(a) generally prohibits any affiliated person of a
registered investment company, or any affiliated person of an
affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the company. The
Applicants request an exemption from section 17(a) to the extent
necessary to permit an Adviser entity or a Third Party Fund (or any
affiliated person of any such Adviser entity or Third Party Fund),
acting as principal, to purchase or sell securities or other property
to or from any Partnership or any company controlled by such
Partnership. Any such transaction to which any Partnership is a party
will be effected only after a determination by the General Partner that
the requirements of condition 1 below have been satisfied. In addition,
the Applicants, on behalf of the Partnerships, represents that any
transactions otherwise subject to section 17(a) of the Act, for which
exemptive relief has not been requested, would require approval of the
Commission.
    4. The Applicants submit that an exemption from section 17(a) is
consistent with the purposes of the Partnerships and the protection of
investors. The Applicants state that the Limited Partners will be
informed of the possible extent of the Partnership's dealings with the
Advisers and of the potential conflicts of interest that may exist. The
Applicants also state that, as professionals engaged in financial
services businesses, the Limited Partners will be able to evaluate the
risks associated with those dealings. The Applicants assert that the
community of interest among the Limited Partners and the Advisers and
the Funds will serve to reduce the risk of abuse. The Applicants
acknowledge that the requested relief will not extend to any
transactions between a Partnership and an Unaffiliated Subadviser or an
affiliated person of an Unaffiliated Subadviser, or between a
Partnership and any person who is not an employee, officer or director
of the Advisers or is an entity outside of the Advisers and is an
affiliated person of the Partnership as defined in section 2(a)(3)(E)
of the Act (``Advisory Person'') or any affiliated person of such a
person.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person or principal underwriter of a registered
investment company, or any affiliated person of such person or
principal underwriter, acting as principal, from participating in any
joint arrangement with the company unless authorized by the Commission.
The Applicants request relief to permit affiliated persons of the
Partnerships (such as the Funds), or affiliated persons of any of such
persons, to participate in, or effect any transaction in connection
with, any joint enterprise or other joint arrangement or profit-sharing
plan in which a Partnership or a company controlled by the Partnerships
participate. The Applicants acknowledge that the requested relief will
not extend to any transaction in which an Unaffiliated Subadviser or an
Advisory Person, or an affiliated person of either such person, has an
interest, except in connection with a Third Party Fund sponsored by an
Unaffiliated Subadviser.
    6. The Applicants assert that compliance with section 17(d) would
cause the Partnership to forego investment opportunities simply because
the Funds, a Limited Partner, the General Partner or any other
affiliated person of the Partnership (or any affiliate of the
affiliated person) made a similar investment. The Applicants submit
that the types of investment opportunities in which the Partnerships
will co-invest with the Funds require each investor to make funds
available in an amount that may be substantially greater than what a
Partnership (including its Eligible Employees and Qualified
Participants) may be able to make available on its own. The Applicants
contend that, as a result, the only way in which a Partnership (and
thus its Eligible Employees and Qualified Participants) may be able to
participate in these opportunities is to co-invest with the Funds,
which would be affiliated persons, as defined in section 2(a)(3) of the
Act. The Applicants assert that the flexibility to structure co-
investments and joint investments will not involve abuses of the type
section 17(d) and rule 17d-1 were designed to prevent. In addition, the
Applicants represent that any transactions otherwise subject to section
17(d) of the Act and rule 17d-1 thereunder, for which exemptive relief
has not been requested, would require approval by the Commission.
    7. Co-investments with Third Party Funds, or by an Adviser entity
pursuant to a contractual obligation to a Third Party Fund, will not be
subject to condition 3 below. The Applicants note that it is common for
a Third Party Fund to require that the Advisers invest their own
capital in Third Party Fund investments, and that the Advisers'
investments be subject to substantially the same terms as those
applicable to

the Third Party Fund. The Applicants believe it is important that the
interests of the Third Party Fund take priority over the interests of
the Partnerships, and that the Third Party Fund not be burdened or
otherwise affected by activities of the Partnerships. In addition, the
Applicants assert that the relationship of a Partnership to a Third
Party Fund is fundamentally different from a Partnership's relationship
to the Advisers. The Applicants contend that the focus of, and the
rationale for, the protections contained in the requested relief are to
protect the Partnerships from any overreaching by the Advisers in the
employer/employee context, whereas the same concerns are not present
with respect to the Partnerships vis-[agrave]-vis a Third Party Fund.
    8. Section 17(e) of the Act and rule 17e-1 under the Act limit the
compensation an affiliated person may receive when acting as agent or
broker for a registered investment company. The Applicant requests an
exemption from section 17(e) to permit an Adviser entity (including the
General Partner) that acts as an agent or broker to receive placement
fees, advisory fees, or other compensation from a Partnership in
connection with the purchase or sale by the Partnership of securities,
provided that the fees or other compensation are deemed ``usual and
customary.'' The Applicants state that for purposes of the application,
fees or other compensation that are charged or received by an Adviser
entity will be deemed ``usual and customary'' only if (a) the
Partnership is purchasing or selling securities with other unaffiliated
third parties, including Third Party Funds, (b) the fees or other
compensation being charged to the Partnership (directly or indirectly)
are also being charged to the unaffiliated third parties, including
Third Party Funds, and (c) the amount of securities being purchased or
sold by the Partnership (directly or indirectly) does not exceed 50% of
the total amount of securities being purchased or sold by the
Partnership (directly or indirectly) and the unaffiliated third
parties, including Third Party Funds. The Applicants assert that,
because the Advisers do not wish to appear to be favoring the
Partnerships, compliance with section 17(e) would prevent a Partnership
from participating in transactions where the Partnership is being
charged lower fees than unaffiliated third parties. The Applicants
assert that the fees or other compensation paid by a Partnership to an
Adviser entity will be the same as those negotiated at arm's length
with unaffiliated third parties.
    9. Rule 17e-1(b) under the Act requires that a majority of
directors who are not ``interested persons'' (as defined in section
2(a)(19) of the Act) take actions and make approvals regarding
commissions, fees, or other remuneration. Rule 17e-1(c) under the Act
requires each investment company relying on the rule to satisfy the
fund governance standards defined in rule 0-1(a)(7) under the Act (the
``Fund Governance Standards''). The Applicants request an exemption
from rule 17e-1 to the extent necessary to permit each Partnership to
comply with the rule without having a majority of the directors of the
General Partner who are not interested persons take actions and make
determinations as set forth in paragraph (b) of the rule, and without
having to satisfy the standards set forth in paragraph (c) of the rule.
The Applicants state that because all the directors of the General
Partner will be affiliated persons, without the relief requested, a
Partnership could not comply with rule 17e-1. The Applicants state that
each Partnership will comply with rule 17e-1 by having a majority of
the directors of the General Partner take actions and make approvals as
set forth in the rule. The Applicants state that each Partnership will
otherwise comply with rule 17e-1.
    10. Section 17(f) of the Act designates the entities that may act
as investment company custodians, and rule 17f-1 under the Act imposes
certain requirements when the custodian is a member of a national
securities exchange. The Applicants request an exemption from section
17(f) and subsections (a), (b) (to the extent such subsection refers to
contractual requirements), (c), and (d) of rule 17f-1 to permit an
Adviser entity to act as custodian of Partnership assets without a
written contract. The Applicants also request an exemption from the
rule 17f-1(b)(4) requirement that an independent accountant
periodically verify the assets held by the custodian. The Applicants
state that, because of the community of interest between the Advisers
and the Partnerships and the existing requirement for an independent
audit, compliance with this requirement would be unnecessary. The
Applicants will comply with all other requirements of rule 17f-1.
    11. The Applicants also request an exemption from section 17 and
rule 17f-2 to permit the following exceptions from the requirements of
rule 17f-2: (a) A Partnership's investments may be kept in the locked
files of the Advisers, the General Partner or the Investment Adviser;
(b) for purposes of paragraph (d) of the rule, (i) employees of the
General Partner (or the Advisers) will be deemed to be employees of the
Partnerships, (ii) officers or managers of the General Partner of a
Partnership (or the Advisers) will be deemed to be officers of the
Partnership and (iii) the General Partner of a Partnership or its board
of directors will be deemed to be the board of directors of a
Partnership and (c) in place of the verification procedure under
paragraph (f) of the rule, verification will be effected quarterly by
two employees, each of whom will have sufficient knowledge,
sophistication and experience in business matters to perform such
examination. The Applicants expect that, with respect to certain
Partnerships, some of their investments may be evidenced only by
partnership agreements, participation agreements or similar documents,
rather than by negotiable certificates that could be misappropriated.
The Applicants assert that for such a Partnership, these instruments
are most suitably kept in the files of the Advisers, the General
Partner, or the Adviser entity that serves as investment adviser to the
Partnership, where they can be referred to as necessary. The Applicants
will comply with all other provisions of rule 17f-2.
    12. Section 17(g) of the Act and rule 17g-1 under the Act generally
require the bonding of officers and employees of a registered
investment company who have access to its securities or funds. Rule
17g-1 requires that a majority of directors who are not interested
persons of a registered investment company take certain actions and
give certain approvals relating to fidelity bonding. The rule also
requires that the board of directors of an investment company relying
on the rule satisfy the Fund Governance Standards. The Applicants
request relief to permit the General Partner's board of directors, who
may be deemed interested persons, to take actions and make
determinations as set forth in the rule. The Applicants state that,
because all directors or other governing body of the General Partner
will be affiliated persons, a Partnership could not comply with rule
17g-1 without the requested relief. Specifically, each Partnership will
comply with rule 17g-1 by having a majority of the applicable General
Partner's directors (or members of a comparable body) take actions and
make determinations as set forth in rule 17g-1. The Applicants also
request an exemption from the requirements of: (i) Paragraph (g) of the
rule relating to the filing of copies of fidelity bonds and related
information with the

Commission and the provision of notices to the board of directors; (ii)
paragraph (h) of the rule relating to the appointment of a person to
make the filings and provide the notices required by paragraph (g); and
(iii) paragraph (j)(3) of the rule relating to compliance with the Fund
Governance Standards. The Applicants state that the fidelity bond of
each Partnership will cover the Advisers' employees who have access to
the securities and funds of the Partnership. The Applicants state that
the Partnerships will comply with all other requirements of rule 17g-1.
    13. Section 17(j) of the Act and paragraph (b) of rule 17j-1 under
the Act make it unlawful for certain enumerated persons to engage in
fraudulent or deceptive practices in connection with the purchase or
sale of a security held or to be acquired by a registered investment
company. Rule 17j-1 also requires that every registered investment
company adopt a written code of ethics and that every access person of
a registered investment company report personal securities
transactions. The Applicants request an exemption from section 17(j)
and the provisions of rule 17j-1, except for the anti-fraud provisions
of paragraph (b), because they assert that these requirements are
unnecessarily burdensome as applied to the Partnerships. The relief
requested will only extend to Adviser entities and is not requested
with respect to any Unaffiliated Subadviser or Advisory Person.
    14. The Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those
sections, that registered investment companies prepare and file with
the Commission and mail to their shareholders certain periodic reports
and financial statements. The Applicant contends that the forms
prescribed by the Commission for periodic reports have little relevance
to the Partnerships and would entail administrative and legal costs
that outweigh any benefit to the Limited Partners. The Applicant
requests exemptive relief to the extent necessary to permit each
Partnership to report annually to its Limited Partners, as described in
the application. The Applicants also request an exemption from section
30(h) of the Act to the extent necessary to exempt the General Partner
of each Partnership, members of the General Partner or any board of
managers or directors or committee of the Advisers' employees to whom
the General Partner may delegate its functions, and any other persons
who may be deemed to be members of an advisory board of a Partnership,
from filing Forms 3, 4, and 5 under section 16(a) of the Exchange Act
with respect to their ownership of Interests in the Partnership. The
Applicants assert that, because there will be no trading market and the
transfers of Interests will be severely restricted, these filings are
unnecessary for the protection of investors and burdensome to those
required to make them.
    15. Rule 38a-1 requires registered investment companies to adopt,
implement and periodically review written policies reasonably designed
to prevent violation of the federal securities laws and to appoint a
chief compliance officer. Each Partnership will comply will rule 38a-
1(a), (c) and (d), except that (i) since the Partnership does not have
a board of directors, the board of directors or other governing body of
the General Partner will fulfill the responsibilities assigned to the
Partnership's board of directors under the rule, and (ii) since the
board of directors or other governing body of the General Partner does
not have any disinterested members, (a) approval by a majority of the
disinterested board members required by rule 38a-1 will not be
obtained, and (b) the Partnerships will comply with the requirement in
rule 38a-1(a)(4)(iv) that the chief compliance officer meet with the
independent directors by having the chief compliance officer meet with
the board of directors of the General Partner as constituted.

Applicants' Conditions

    The Applicants agree that any order granting the requested relief
will be subject to the following conditions:
    1. Each proposed transaction involving a Partnership otherwise
prohibited by section 17(a) or section 17(d) of the Act and rule 17d-1
under the Act to which a Partnership is a party (the ``Section 17
Transactions'') will be effected only if the applicable General Partner
determines that (i) the terms of the Section 17 Transaction, including
the consideration to be paid or received, are fair and reasonable to
the Limited Partners of the Partnership and do not involve overreaching
of the Partnership or its Limited Partners on the part of any person
concerned, and (ii) the Section 17 Transaction is consistent with the
interests of the Limited Partners, the Partnership's organizational
documents and the Partnership's reports to its Limited Partners.\10\
---------------------------------------------------------------------------

    \10\ If a Partnership invests through an Aggregation Vehicle and
such investment is a Section 17 Transaction, this condition will
apply with respect to both the investment in the Aggregation Vehicle
and any investment by the Aggregation Vehicle of Partnership funds.
---------------------------------------------------------------------------

    In addition, the applicable General Partner of a Partnership will
record and preserve a description of all Section 17 Transactions, the
General Partner's findings, the information or materials upon which the
findings are based and the basis for the findings. All such records
will be maintained for the life of the Partnership and at least six
years thereafter and will be subject to examination by the Commission
and its staff.\11\
---------------------------------------------------------------------------

    \11\ Each Partnership will preserve the accounts, books and
other documents required to be maintained in an easily accessible
place for the first two years.
---------------------------------------------------------------------------

    2. The General Partner of each Partnership will adopt, and
periodically review and update, procedures designed to ensure that
reasonable inquiry is made, prior to the consummation of any Section 17
Transaction, with respect to the possible involvement in the
transaction of any affiliated person or promoter of or principal
underwriter for the Partnership or any affiliated person of such
person, promoter or principal underwriter.
    3. The General Partner of each Partnership will not invest the
funds of the Partnership in any investment in which an ``Affiliated Co-
Investor'' (as defined below) has acquired or proposes to acquire the
same class of securities of the same issuer and where the investment
transaction involves a joint enterprise or other joint arrangement
within the meaning of Rule 17d-1 in which the Partnership and an
Affiliated Co-Investor are participants (each such investment, a ``Rule
17d-1 Investment''), unless any such Affiliated Co-Investor, prior to
disposing of all or part of its investment, (i) gives the General
Partner sufficient, but not less than one day's, notice of its intent
to dispose of its investment; and (ii) refrains from disposing of its
investment unless the Partnership has the opportunity to dispose of the
Partnership's investment prior to or concurrently with, on the same
terms as, and pro rata with the Affiliated Co-Investor.\12\ The term
``Affiliated Co-Investor'' with respect to any Partnership means any
person who is: (i) An ``affiliated person'' (as such term is defined in
section 2(a)(3) of the Act) of the Partnership (other than a Third

Party Fund); (ii) the Advisers; (iii) an officer or director of the
Advisers; (iv) an Eligible Employee; or (v) an entity (other than a
Third Party Fund) in which an Adviser entity acts as a general partner
or has a similar capacity to control the sale or other disposition of
the entity's securities. The restrictions contained in this condition,
however, shall not be deemed to limit or prevent the disposition of an
investment by an Affiliated Co-Investor (i) to its direct or indirect
wholly-owned subsidiary, to any company (a ``Parent'') of which the
Affiliated Co-Investor is a direct or indirect wholly-owned subsidiary
or to a direct or indirect wholly-owned subsidiary of its Parent, (ii)
to immediate family members of the Affiliated Co-Investor or a trust or
other investment vehicle established for any Affiliated Co-Investor or
any such immediate family member, or (iii) when the investment is
comprised of securities that are (a) listed on a national securities
exchange registered under section 6 of the Exchange Act, (b) NMS stocks
pursuant to section 11A(a)(2) of the Exchange Act and rule 600(a) of
Regulation NMS thereunder, (c) government securities as defined in
section 2(a)(16) of the Act or other securities that meet the
definition of ``Eligible Security'' in rule 2a-7 under the Act, or (d)
listed or traded on any foreign securities exchange or board of trade
that satisfies regulatory requirements under the law of the
jurisdiction in which such foreign securities exchange or board of
trade is organized similar to those that apply to a national securities
exchange or a national market system for securities.
---------------------------------------------------------------------------

    \12\ If a Partnership invests in a Rule 17d-1 Investment through
an Aggregation Vehicle, the requirements of clauses (i) and (ii) of
this sentence shall apply to both the Affiliated Co-Investor's
disposition of such Rule 17d-1 Investment and, if the Affiliated Co-
Investor also holds a Rule 17d-1 Investment through such Aggregation
Vehicle, its disposition of all or part of its investment in the
Aggregation Vehicle.
---------------------------------------------------------------------------

    4. Each Partnership and its General Partner will maintain and
preserve, for the life of each Series of the Partnership and at least
six years thereafter, such accounts, books and other documents
constituting the record forming the basis for the audited financial
statements that are to be provided to the Limited Partners in the
Partnership, and each annual report of the Partnership required to be
sent to the Limited Partners, and agree that all such records will be
subject to examination by the Commission and its staff.\13\
---------------------------------------------------------------------------

    \13\ Each Partnership will preserve the accounts, books and
other documents required to be maintained in an easily accessible
place for the first two years.
---------------------------------------------------------------------------

    5. Within 120 days after the end of each fiscal year of each
Partnership, or as soon as practicable thereafter, the General Partner
of each Partnership will send to each Limited Partner having an
Interest in the Partnership at any time during the fiscal year then
ended, Partnership financial statements audited by the Partnership's
independent accountants. At the end of each fiscal year, the General
Partner will make or cause to be made a valuation of all of the assets
of the Partnership as of such fiscal year end in a manner consistent
with customary practice with respect to the valuation of assets of the
kind held by the Partnership. In addition, within 120 days after the
end of each fiscal year of each Partnership (or as soon as practicable
thereafter), the General Partner will send a report to each person who
was a Limited Partner at any time during the fiscal year then ended,
setting forth such tax information as shall be necessary for the
preparation by the Limited Partner of that partner's federal and state
income tax returns and a report of the investment activities of the
Partnership during that fiscal year.
    6. If a Partnership makes purchases or sales from or to an entity
affiliated with the Partnership by reason of an officer, director or
employee of an Adviser entity (i) serving as an officer, director,
general partner, manager or investment adviser of the entity (other
than an entity that is an Aggregation Vehicle), or (ii) having a 5% or
more investment in the entity, such individual will not participate in
the Partnership's determination of whether or not to effect the
purchase or sale.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-18930 Filed 9-6-17; 8:45 am]
 BILLING CODE P


[Federal Register: February 14, 2006 (Volume 71, Number 30)]
[Notices]
[Page 7763-7764]
[DOCID:fr14fe06-55]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Application for Surrender of Exemption From Licensing
and Soliciting Comments, Motions To Intervene, and Protests

February 7, 2006.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Surrender of Exemption from Licensing.
    b. Project No: 7422-003.
    c. Date Filed: March 3, 2003.
    d. Applicant: Horn Creek Conference Grounds.
    e. Name of Project: Horn Creek Hydro Project.
    f. Location: The project is located on the Horn Creek in Custer
County, Colorado.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    h. Applicant Contact: Mr. DeWayne Davis, Horn Creek Conference
Grounds, 6758 County Road, Westcliffe, CO 81252,<PHONE_NUMBER>.
    i. FERC Contact: Robert Bell,<PHONE_NUMBER>.
    j. Status of Environmental Analysis: This application is ready for
environmental analysis at this time, and the Commission is requesting
comments, reply comments, recommendations, terms and conditions, and
prescriptions.
    k. Deadline for filing comments and or motions: March 7, 2006.
    All documents (original and eight copies) should be filed with: Ms.
Magalie R. Salas, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington DC 20426. Please include the project
number (P-7422-003) on any comments or motions filed.
    Comments, protests, and interventions may be filed electronically
via the Internet in lieu of paper. See, 18 CFR 385.2001(a)(1)(iii) and
the instructions on the Commission's Web site at http://www.ferc.gov

under the ``e-Filing'' link. The Commission strongly encourages
electronic filings.
    l. Description of Application: Horn Creek Conference Grounds
proposes to surrender the exemption from licensing for the Horn Creek
Hydro Project. As part of its request, Horn Creek Conference Grounds
proposes to abandon the project works which will remain a part of the
conference grounds. The water will bypass the facility and continue to
a part of the natural flow of Horn Creek.

    m. Location of the Application: This filing is available for review
and reproduction at the Commission in the Public Reference Room, Room
2A, 888 First Street, NE., Washington, DC 20426. The filing may also be
viewed on the Web at http://www.ferc.gov using the ``eLibrary'' link.

Enter the docket number here, P-7422, in the docket number field to
access the document. For assistance, call toll-free 1-866-208-3676 or
e-mail<EMAIL_ADDRESS>For TTY, call<PHONE_NUMBER>. A copy
is also available for inspection and reproduction at the address in
item (h) above.
    n. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    o. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210,
385.211, 385.214. In determining the appropriate action to take, the
Commission will consider all protests or other comments filed, but only
those who file a motion to intervene in accordance with the
Commission's Rules may become a party to the proceeding. Any comments,
protests, or motions to intervene must be received on or before the
specified comment date for the particular application.
    p. Filing and Service of Responsive Documents: Any filings must
bear in all capital letters the title ``COMMENTS'', ``RECOMMENDATIONS
FOR TERMS AND CONDITIONS'', ``PROTEST'', or ``MOTION TO INTERVENE'', as
applicable, and the Project Number of the particular application to
which the filing refers. A copy of any motion to intervene must also be
served upon each representative of the Applicant specified in the
particular application.
    q. Agency Comments: Federal, state, and local agencies are invited
to file comments on the described application. A copy of the
application may be obtained by agencies directly from the Applicant. If
an agency does not file comments within the time specified for filing
comments, it will be presumed to have no comments. One copy of an
agency's comments must also be sent to the Applicant's representatives.

Magalie R. Salas,
Secretary.
[FR Doc. E6-2041 Filed 2-13-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 172 (Friday, September 5, 2014)]
[Notices]
[Pages 53050-53051]
[FR Doc No: 2014-21157]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP14-538-000]

KPC Pipeline, LLC; Notice of Application

    Take notice that on August 20, 2014, KPC Pipeline, LLC (KPC), 14000
Quail Springs Pkwy., Suite 250, Oklahoma City, OK 73134, filed in
Docket No. CP14-538-000, an application pursuant to section 7(b) of the
Natural Gas Act and Part 157 of the Commission's regulations, seeking
authorization to abandon in place approximately 98.92

miles of its 6-inch diameter P-20 line in Rice, McPherson, and Marion
Counties, Kansas. The portion of the P-20 line that is to be abandoned
has been disconnected from the KPC system and has not been used to
provide service since approximately 1992, all as more fully set forth
in the application, which is on file with the Commission and open to
public inspection. The filing may also be viewed on the web at http://www.ferc.gov using the ``eLibrary'' link. Enter the docket number
excluding the last three digits in the docket number field to access
the document. For assistance, contact FERC at
<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or TTY,
(202) 502-8659.
    Any questions regarding this application should be directed to
Cathy Pocock, KPC Pipeline, LLC, 14000 Quail Springs Pkwy., Suite 250,
Oklahoma City, OK 73134, phone:<PHONE_NUMBER>, fax:<PHONE_NUMBER>, or
email<EMAIL_ADDRESS>    Pursuant to section 157.9 of the Commission's rules, 18 CFR 157.9,
within 90 days of this Notice the Commission staff will either:
Complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding; or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission staff's issuance of
the final environmental impact statement (FEIS) or EA for this
proposal. The filing of the EA in the Commission's public record for
this proceeding or the issuance of a Notice of Schedule for
Environmental Review will serve to notify federal and state agencies of
the timing for the completion of all necessary reviews, and the
subsequent need to complete all federal authorizations within 90 days
of the date of issuance of the Commission staff's FEIS or EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below, file with the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit 7 copies of filings made with the Commission and must mail a
copy to the applicant and to every other party in the proceeding. Only
parties to the proceeding can ask for court review of Commission orders
in the proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commentors will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commentors will not be required to serve copies of filed
documents on all other parties. However, the non-party commentors will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFiling'' link
at http://www.ferc.gov. Persons unable to file electronically should
submit an original and 5 copies of the protest or intervention to the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426.
    Comment Date: 5 p.m. Eastern Time on September 17, 2014.

    Dated: August 27, 2014.
Kimberly D. Bose,
Secretary.
[FR Doc. 2014-21157 Filed 9-4-14; 8:45 am]
BILLING CODE 6717-01-P