[Federal Register Volume 80, Number 106 (Wednesday, June 3, 2015)]
[Rules and Regulations]
[Page 31467]
[FR Doc No: 2015-13417]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2015-0459]

Drawbridge Operation Regulation; Lake Washington Ship Canal,
Seattle, WA

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from drawbridge regulation.

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SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs three Seattle Department of
Transportation bridges: The Ballard Bridge, mile 1.1, the Fremont
Bridge, mile 2.6, and the University Bridge, mile 4.3, all crossing the
Lake Washington Ship Canal at Seattle, WA. The deviation is necessary
to accommodate heavier than normal roadway traffic associated with a
fireworks display over Lake Union. This deviation allows the bridges to
remain in the closed-to-navigation position prior to and immediately
after the fireworks display.

DATES: This deviation is effective from 9 p.m. on July 4, 2015 to 1
a.m. on July 05, 2015.

ADDRESSES: The docket for this deviation, [USCG-2015-0459] is available
at http://www.regulations.gov. Type the docket number in the ``SEARCH''
box and click ``SEARCH.'' Click on Open Docket Folder on the line
associated with this deviation. You may also visit the Docket
Management Facility in Room W12-140 on the ground floor of the
Department of Transportation West Building, 1200 New Jersey Avenue SE.,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Mr. Steven Fischer, Bridge
Administrator, Thirteenth Coast Guard District; telephone<PHONE_NUMBER>,
email<EMAIL_ADDRESS>If you have questions on viewing the
docket, call Cheryl Collins, Program Manager, Docket Operations,
telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Seattle Department of Transportation (SDOT)
has requested a temporary deviation from the operating schedule for the
Ballard Bridge, mile 1.1, the Fremont Bridge, mile 2.6, and the
University Bridge, mile 4.3, all crossing the Lake Washington Ship
Canal at Seattle, WA. The requested deviation is to accommodate heavier
than normal roadway traffic associated with the 4th of July fireworks
display over Lake Union, Seattle, WA. The deviation period is from 9
p.m. on July 4, 2015 to 1 a.m. on July 05, 2015. To facilitate this
event, the draws of the bridges will be maintained in the closed-to-
navigation positions as follows: the Fremont Bridge, mile 2.6, need not
open for vessel traffic from 9 p.m. on July 4, 2015 to 12:30 a.m. on
July 5, 2015; the Ballard Bridge, mile 1.1, and the University Bridge,
mile 4.3, need not open for vessel traffic from 10 p.m. on July 4, 2015
to 1 a.m. July 5, 2015.
    The Ballard Bridge, mile 1.1, provides a vertical clearance of 29
feet in the closed position, the Fremont Bridge, mile 2.6, provides a
vertical clearance of 14 feet in the closed position, and the
University Bridge, mile 4.3, provides a vertical clearance of 30 feet
in the closed position; all clearances are referenced to the mean water
elevation of Lake Washington. The normal operating schedule for all
three bridges is in accordance with 33 CFR 117.1051 stating; all three
bridges need not open from 7 a.m. to 9 a.m. and from 4 p.m. to 6 p.m.
Monday through Friday for vessels less than 1000 tons. The normal
operating schedule for these bridges also requires one hour advance
notification for bridge openings between 11 p.m. and 7 a.m. daily.
Waterway usage on the Lake Washington Ship Canal ranges from commercial
tug and barge to small pleasure craft.
    Vessels able to pass through the bridge in the closed positions may
do so at anytime. The bridge will be able to open for emergency vessel
responding to emergencies, and there is no immediate alternate route
for vessels to pass. The Coast Guard will also inform the users of the
waterways through our Local and Broadcast Notices to Mariners of the
change in operating schedule for the bridge so that vessels can arrange
their transits to minimize any impact caused by the temporary
deviation.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of the designated
time period. This deviation from the operating regulations is
authorized under 33 CFR 117.35.

    Dated: May 28, 2015
Steven M. Fischer,
Bridge Administrator, Thirteenth Coast Guard District.
[FR Doc. 2015-13417 Filed 6-2-15; 8:45 am]
 BILLING CODE 9110-04-P


                 Disaster Temporary Housing Operational Guide
The Disaster Temporary Housing Operational Guide describes FEMA's approach to working with Federal partners, States, territories, tribes, voluntary agencies, local communities, and individual disaster survivors to prepare for and respond to disaster-related sheltering and temporary housing needs.  This Guide is based on key concepts that are further defined in the National Disaster Housing Strategy and supersedes the 2009 Disaster Housing Plan and all previous Disaster Housing Plans.  This Guide is effective as of [DATE] and will remain so until the Agency publishes a new version.
Overview

In the aftermath of an incident where the severity and magnitude warrant an emergency or major disaster declaration by the President, one of FEMA's initial actions includes supporting State efforts to ensure that all disaster survivors are evacuated and sheltered safely and securely, with access to food and other necessary life-sustaining resources.  As soon as possible, FEMA and the State will begin assessing the impact to disaster housing stock and initiate planning to address temporary housing needs should Individual Assistance be authorized by the President.
For less severe incidents requiring evacuation, individuals are generally able to return to their homes within hours or days of the event.  However, for more serious events, where numerous residential dwellings are destroyed or uninhabitable for an extended period, temporary housing assistance may be required.  Under the FEMA Individuals and Households Program (IHP), temporary housing assistance is available during the intermediate period (up to 18 months from the disaster declaration date, subject to extension at the request of the FEMA Regional Administrator and approval by the FEMA Assistant Administrator for Recovery) between emergency sheltering and the securing of a permanent housing solution by the disaster survivor.
Options for temporary housing vary greatly, depending on the nature and size of the event.  If rental resources are available in the impact area, rental properties will satisfy the bulk of the temporary housing needs.  However, if the damage is significant, and existing local rental resources are insufficient to meet the needs of the displaced population, other options will need to be considered, potentially including providing FEMA Temporary Housing Units (THU) and utilizing rental resources outside of the impact area.
FEMA Administrator W. Craig Fugate has clearly outlined the limitations we face when housing large numbers of survivors:
      "Although our first priority is always to shelter and house survivors in or near their communities, that will simply not be possible in a truly catastrophic event or an event involving contamination. While we continue to aggressively explore options to quickly
      provide or restore housing in affected areas, the capability will simply never exist to
      locally shelter and temporarily house half a million or more survivors.  Instead, we all
      need to recognize the need for a timely, organized, and disciplined relocation of survivors
      to venues where such shelter and follow-on temporary housing exists."
Disaster Housing Preparedness Actions

Preparedness activities carried out during non-disaster periods will ensure that States are in the best possible position to assist their citizens as quickly and effectively as possible.  FEMA Regional Offices will encourage and support State efforts to plan for disaster-related housing needs as follows:
Develop a State-Led Disaster Housing Task Force.  FEMA encourages all States, territories, and tribes to develop standing State-Led Disaster Housing Task Forces (hereinafter "State Task Force")  in order to facilitate preparedness prior to disasters and expedite disaster response and recovery. Identifying members of a State Task Force, meeting regularly to conduct ongoing readiness planning with FEMA Regions, and maintaining current guidance on FEMA and other Federal housing programs will improve the delivery of sheltering and temporary housing assistance following an event.
Develop a State Disaster Housing Strategy.  FEMA's Regional Offices will partner with States when requested, to help develop a State Disaster Housing Strategy.  A State Disaster Housing Strategy (hereinafter "State Strategy") should provide operational guidance for supporting the disaster housing mission at the State and local levels and should document critical, jurisdiction-specific processes and procedures to promote more timely and efficient delivery of housing assistance. Development of a comprehensive State Strategy allows States to establish disaster housing priorities and identify existing State and local programs, as well as those of Federal agencies, and additional housing assistance available through non-governmental organizations, voluntary agencies, and private non-profit entities.
FEMA Regional Offices will continue to coordinate with States and FEMA's Individual Assistance-Technical Assistance Contracts (IA-TAC) contractors to develop disaster response playbooks, incorporating Regional, State, and local requirements and priorities. FEMA can also utilize resources under its National Preparedness Directorate to provide States with technical assistance to conduct their own planning efforts and to develop training materials, tools, and templates.
Specific actions the State can take to facilitate the development of a State Strategy include:
   * Document available State, local, and Federal housing assistance programs, eligibility requirements and implementation plans for disasters
   * Establish priorities for the delivery of temporary housing
   * Develop operational tools, templates and training materials
   * Identify and monitor available rental housing
   * Identify and monitor commercial manufactured and other temporary housing and recreational vehicle pads
   * Identify prospective group site locations for manufactured temporary housing
   * Review and expedite permitting processes for rebuilding and site construction
   * Select acceptable forms of manufactured temporary housing
   * Engage State Voluntary Organizations Active in Disasters
Disaster Housing Response Actions

FEMA's approach is to provide safe, sanitary, and functional housing options that are appropriate to the community and the disaster.  The Disaster Temporary Housing Operational Guide employs the full range of temporary housing options and capabilities.
After a Presidentially-declared disaster, FEMA, in support of and in close coordination with the State Task Force and other Federal partners, will help evaluate damage assessments, information from disaster survivors, existing resources, other Agency programs, and housing inspection information to identify disaster housing requirements and develop a disaster-specific FEMA-State Disaster Housing Plan.  At a minimum, disaster housing decision makers must determine approximately how many households may require temporary housing assistance and what types of temporary housing are most appropriate.
Temporary housing decisions depend upon a thorough review of the damage to the impacted community, including utilities (e.g. water, sewer, power, and gas) as well as life sustaining and public safety services such as medical facilities, police, and fire departments; and community supports such as jobs, schools, grocery stores, and transportation systems.  If these critical services are not available or not expected to be restored within a reasonable time, alternative options such as relocation may be considered.
FEMA may provide or support the following forms of assistance for disaster survivors:
          1[st]  -  Maximize Use of Available Local Housing Resources
                 2[nd]  -  Use Manufactured Temporary Housing
      3[rd]  -  Employ Innovative Alternative Forms of Temporary Housing
--------------------------------------------------------------------------------
4[th]  -  Authorize Semi-Permanent or Permanent Construction
          1[st]  -  Maximize Use of Available Local Housing Resources
Emergency Sheltering.  In the face of an approaching disaster, or after a disaster strikes, individuals and households may be forced to leave their homes to seek shelter.  Regardless of eligibility for assistance programs, in general a shelter provides disaster survivors with a safe, sanitary, and functional environment, including life-sustaining services, when they are displaced from their primary residences due to natural or man-made disasters.  For declared disasters, shelter expenses may be eligible for reimbursement from FEMA under Section 403  of the Robert T. Stafford Disaster Relief and Emergency Assistance Act ("Stafford Act").  FEMA can also provide financial assistance to eligible applicants for critical disaster-related needs such as water, food, first aid, prescriptions, infant formula, diapers, personal hygiene items, and fuel for transportation through Critical Needs Assistance under the Other Needs Assistance provision of the IHP.
   * Rapid Temporary Roofing and Repairs:  At the State's request, FEMA may provide tarps, or, through the U.S. Army Corps of Engineers (USACE) Blue Roof Program, coordinate installation of plastic sheeting to provide a safe, shelter-in-place option for impacted families and individuals.  This temporary fix can also serve to limit further damage to homes until permanent repairs can be made.  Voluntary agencies, by coordinating with USACE, may assist with installation of plastic sheeting in areas that are not heavily populated, or may assist homeowners with installing tarps.  Similar to the Blue Roof program, FEMA is also partnering with USACE on a new initiative to make rapid temporary repairs to doors and windows to allow families to shelter in their homes until permanent repairs can be made.

   * Congregate Shelters:  Shelters can be operated in hard facilities (such as schools, churches, community centers, unused warehouses and stores, barracks, and berthing ships) or in soft-sided facilities (such as tents or domes) and are the responsibility of State and local governments.  Types of congregate care shelters include general population, medical support, emergency household pet, ad-hoc/spontaneous, evacuation, or refuge of last resort.

   * Transitional Sheltering Assistance:  If emergency shelters are overwhelmed or if State and FEMA disaster leadership determine that shelter residents and evacuees will not be able to return to their homes for an extended period of time, the State may request that FEMA authorize eligible disaster survivors to receive Transitional Sheltering Assistance (TSA).  If TSA is authorized, FEMA will approve, fund, and administer the use of hotels and motels as transitional shelters, which is not charged against disaster survivors' maximum amount of IHP financial assistance.  (Note: FEMA can also provide reimbursement for hotel/motel accommodations to eligible applicants through the Housing Assistance program, which is subject to the IHP financial assistance limit.)
Financial Assistance for Rent.  If a damaged home is destroyed or cannot be repaired quickly, FEMA can provide financial rental assistance to eligible disaster survivors.  This assistance, which is based on the United States Housing and Urban Development (HUD) Fair Market Rental rate (FMR) in the affected locale, can be used to rent an apartment or other temporary housing while repairs are underway or disaster survivors look for permanent housing.
Individuals and households may locate rental resources on their own, or if unable to locate available rental resources, seek referrals by calling the FEMA Helpline (1-800-621-FEMA).  In addition to FEMA assistance, the HUD operates a National Housing Locator System to track available rental properties, and several States have established rental assistance programs which may be able to provide referrals to available resources.
Financial Assistance for Repair and Replacement of Damaged Residences.  Following inspection and verification of damages, FEMA can provide eligible homeowners with financial assistance for repairs to make their homes habitable.  Financial assistance may also be used toward replacement of a destroyed or condemned home.
Financial assistance for repairs is intended to include only those repairs necessary to restore the home to a condition that is safe, sanitary, and functional, and may not be sufficient to restore the home to its pre-disaster condition.
                 2[nd]  -  Use Manufactured Temporary Housing
Temporary Housing Units.  When other housing options have been exhausted or are infeasible, temporary housing units may be used to house disaster survivors.  When requested by an impacted State, FEMA may use manufactured housing, including travel trailers, to temporarily house disaster survivors, based on the options provided in the State Strategy and the needs of the disaster survivor. Once the appropriate options have been determined by the State, temporary housing may be placed on an eligible family's private property, on a pre-existing commercial pad, or as a last resort on a new group site approved by local officials and constructed and maintained by FEMA.
In the absence of a State Strategy, the State Task Force may determine acceptable options in the disaster-specific Housing Plan.
FEMA conducts a variety of activities related to the use of temporary housing units, including:
   * Mission Planning Teams (MPTs). To assist the State Task Force in determining the scope of housing needs and developing a Disaster Housing Plan, a Joint Field Office (JFO) may request deployment of a Housing Mission Planning Team comprised of FEMA staff, with subject matter experts from Housing, IA-TAC, USACE, and other components as required.

   * Conduct Pre-Placement Interview (PPIs).  FEMA will conduct Pre-Placement Interviews with registered, eligible disaster survivors.  FEMA and the State Task Force will estimate the need for temporary housing units and identify the optimum solution.

   * Identify Disaster Survivors Able to Support Private Site Housing.  Based on the Pre-Placement Interviews, FEMA will determine if a temporary housing unit can be placed on the applicant's private property, or that of a friend or relative.
Baseline Inventory of Temporary Housing Units. FEMA's target inventory is to obtain and maintain 4,000 units, composed of traditional and Uniform Federal Accessibility Standards (UFAS) manufactured homes, park models, and travel trailers.  Manufactured homes are built to HUD standards in HUD-certified plants, while park models and travel trailers are built to ANSI (American National Standards Institute) standards.  All units produced for FEMA are subject to additional FEMA construction specifications.  FEMA maintains manufacturing contracts which may be utilized to produce additional units if disaster activity requires deployment of more units than FEMA's baseline inventory.
Production and Delivery of New Temporary Housing Unit Contracts.  When the rate of installation is projected to exceed the number of on-hand housing units ready for dispatch, FEMA may accelerate deliveries on competitively pre-awarded contracts.  These contracts include units that meet the needs of disaster survivors with disabilities and comply with UFAS.  FEMA requires, by contract, all procured units to meet strict Indoor Air Quality manufacturing specifications; currently established for formaldehyde levels of less than 0.016 parts per million (16 ppb).  Some States have established acceptable levels of formaldehyde for temporary housing units.  If a State level is not specified, FEMA may still use units from inventory or procure units from commercial sources, as required, but such units must have been tested and met or exceeded FEMA procurement specifications for indoor air quality.
      3[rd]  -  Employ Innovative Alternative Forms of Temporary Housing
Alternative Forms of Direct Housing.  New materials and innovations in design have the potential to provide a much broader array of temporary housing than FEMA's current inventory of manufactured housing options.  Certain designs and materials may be more useful in areas of limited infrastructure or extreme climatic conditions, such as some regions outside the continental United States.  Through the Joint Housing Solutions Group and the Alternative Housing Pilot Program, FEMA is exploring alternative options for temporary housing units.
         4[th]  -  Authorize Semi-Permanent or Permanent Construction
Semi-Permanent or Permanent Housing Construction. FEMA may authorize Semi-Permanent or Permanent Housing Construction under Section 408 of the Stafford Act, in those rare and unusual cases where the forms of temporary housing previously discussed are unavailable, infeasible, or not cost-effective.  This form of housing assistance may be implemented in coordination with HUD, USACE, and/or voluntary agencies.  Assistance provided may include transporting materials to the affected area and/or construction of housing units.
Other Disaster Housing Support Actions

In support of the disaster housing solutions described above, FEMA and States can take the following actions to maximize support and outreach to disaster survivors:

Increase Capacity to Register Survivors for Assistance.  FEMA may assign additional staff, surge up personnel in its national call centers, request additional call center support from other Federal agencies (e.g., the Internal Revenue Service), and utilize contract support to augment registration capabilities if needed.  FEMA will also use online registration systems and implement the Shelter Registration Protocol, allowing FEMA personnel to deploy to  -  and register disaster survivors at  -  large congregate shelter facilities.
Accelerate Housing Inspections.  FEMA may provide temporary housing assistance to registered disaster survivors after their pre-disaster dwellings have been inspected and their eligibility verified. FEMA may direct its Housing Inspection Contractors to accelerate the pace of inspections through surge staffing (while still maintaining the necessary high degree of accuracy).  In large areas that may not be physically inspected due to inaccessibility or hazard, FEMA may employ geospatial inspection techniques.
Publicly Disseminate Housing Information to Disaster Survivors.  FEMA provides public service information through various media, outlining sources of assistance.  In a catastrophic disaster, FEMA may also dispatch Applicant Assistance teams to affected jurisdictions to answer disaster survivors' housing assistance questions.
Support Long Term Recovery Committee Activities.  Through Voluntary Agency Liaisons, FEMA supports Long Term Recovery Committees (LTRC) by providing Federal program information, identifying and arranging for training resources, guiding the community in setting up the structure of an LTRC, and helping to identify funding resources for the Unmet Needs committee.  FEMA also deploys the Coordinated Assistance Network for Case Management use, providing information on Client Information Sharing and Routine Uses to avoid duplication of benefits. The FEMA Disabilities Coordinator will also support LTRCs in their efforts to ensure that the accessibility and functional needs for those populations requiring additional assistance, are met, utilizing Federal resources when appropriate and available.
Provide Crisis Counseling, Case Management, and Other Support Services.  If States and voluntary agencies are overwhelmed, FEMA, in coordination with other Federal partners, may provide crisis counseling and/or case management services to assist individuals and households in accessing governmental, public, and private resources to facilitate their long-term recovery.
Provide support through the National Disaster Housing Task Force.  Through the interagency National Disaster Housing Task Force (NDHTF), FEMA, in conjunction with NDHTF Federal agency partners and other stakeholders, coordinates across agencies to support State and local governments.  The Task Force partners work together to develop innovative housing programs, facilitate interagency disaster housing planning efforts, implement the National Disaster Housing Strategy, encourage involvement by the private sector and non-governmental agencies, and track disaster housing preparedness efforts nationwide.  The NDHTF catalogues the resources found in its forthcoming National Disaster Housing Resource Center, Concept of Operations, and Practitioner's Guide, and it continues to collect and develop new ways of improving the delivery of disaster housing solutions across the entire spectrum of disaster housing.  Additionally, the NDHTF analyzes best practices and lessons learned to develop guidance and tools for State Task Forces.


[Federal Register Volume 84, Number 194 (Monday, October 7, 2019)]
[Notices]
[Pages 53555-53556]
[FR Doc No: 2019-21779]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Notice of Intent To Rule on Request To Release Airport Property
at the San Marcos Regional Airport, San Marcos, Texas

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of request to release airport property.

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SUMMARY: The FAA proposes to rule and invite public comment on the
release of land at the San Marcos Regional Airport under the provisions
of Section 125 of the Wendell H. Ford Aviation Investment Reform Act
for the 21st Century (AIR 21).

DATES: Comments must be received on or before November 6, 2019.

ADDRESSES: Comments on this application may be mailed or delivered to
the FAA at the following address: Mr. Ben Guttery, Manager, Federal
Aviation Administration, Southwest Region, Airports Division, Texas
Airports District Office, ASW-650, 10101 Hillwood Parkway, Fort Worth,
Texas 76177.
    In addition, one copy of any comments submitted to the FAA must be
mailed or delivered to Mr. Steve Parker, Assistant City Manager, at the
following address: 630 E. Hopkins, San Marcos, Texas 78666.

FOR FURTHER INFORMATION CONTACT: Mr. Todd Hebert, Program Manager,
Federal Aviation Administration, Texas Airports District Office, ASW-
650, 10101 Hillwood Parkway, Fort Worth, TX 76177, Telephone: (817)
222-5614, email<EMAIL_ADDRESS>    The request to release property may be reviewed in person at this
same location.

SUPPLEMENTARY INFORMATION: The FAA invites public comment on the
request to release property at the San Marcos Regional Airport under
the provisions of the AIR 21.
    The following is a brief overview of the request:
    City of San Marcos requests the release of 19.16 acres of non-
aeronautical airport property. The property is located on the west side
of the airport, along the future development of FM 110. The property to
be released will used as roadway ROW for the construction of FM 110. FM
110 will provide improved access to the airport from IH 35 and will
include a new entrance to the airport. The value of the improvements
will offset the appraised value of the land. Any person

may inspect the request in person at the FAA office listed above under
FOR FURTHER INFORMATION CONTACT.
    In addition, any person may, upon request, inspect the application,
notice and other documents relevant to the application in person at the
San Marcos Regional Airport, telephone number<PHONE_NUMBER>.

    Issued in Fort Worth, Texas on September 13, 2019.
Ignacio Flores,
Director, Airports Division.
[FR Doc. 2019-21779 Filed 10-4-19; 8:45 am]
 BILLING CODE P


[Federal Register: April 8, 2008 (Volume 73, Number 68)]
[Notices]
[Page 19082-19084]
[DOCID:fr08ap08-66]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2008-0178]

Information Collection Request to Office of Management and
Budget; OMB Control Numbers: 1625-0032, 1625-0037, 1625-0041, and 1625-
0042.

AGENCY: Coast Guard, DHS.

ACTION: Sixty-day notice requesting comments.

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SUMMARY: In compliance with the Paperwork Reduction Act of 1995, the
U.S. Coast Guard intends to submit an Information Collection Requests
(ICRs) and Analyses to the Office of Management and Budget (OMB)
requesting an extension of their approval for the following collections
of information: (1) 1625-0032, Vessel Inspection Related Forms and
Reporting Requirements Under Title 46 U.S. Code; (2) 1625-0037,
Certificates of Compliance, Boiler/Pressure Vessel Repairs, Cargo Gear
Records, and Shipping Papers; (3) 1625-0041, Various International
Agreement Pollution Prevention Certificates and Documents, and
Equivalency Certificates; and (4) 1625-0042, Requirements for
Lightering of Oil and Hazardous Material Cargoes. Before submitting
this ICR to OMB, the Coast Guard is inviting comments as described
below.

DATES: Comments must reach the Coast Guard on or before June 9, 2008.

ADDRESSES: To avoid duplicate submissions to the docket [USCG-2008-
0178], please submit them by only one of the following means:
    (1) Online: http://www.regulations.gov.
    (2) Mail: Docket Management Facility (DMF) (M-30), U.S. Department
of Transportation, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue, SE., Washington, DC 20590-0001.
    (3) Hand delivery: DMF between the hours of 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays. The telephone number is
202-366-9329.
    (4) Fax:<PHONE_NUMBER>.
    The DMF maintains the public docket for this notice. Comments and
material received from the public, as well as documents mentioned in
this notice as being available in the docket, will become part of this
docket and will be available for inspection or copying at room W12-140
on the West Building Ground Floor, 1200 New Jersey Avenue, SE.,
Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays. You may also find this docket on the Internet
at http://www.regulations.gov.
    A copy of the complete ICR is available through this docket on the
Internet at http://www.regulations.gov. Additionally, copies are
available from Commandant (CG-611), U.S. Coast Guard Headquarters,
(Attn: Mr. Arthur Requina), 2100 2nd Street, SW., Washington, DC 20593-
0001. The telephone number is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Mr. Arthur Requina, Office of
Information Management, telephone<PHONE_NUMBER>, or fax<PHONE_NUMBER>,
for questions on these documents. Contact Ms. Renee V. Wright, Program
Manager, Docket Operations,<PHONE_NUMBER>, for questions on the docket.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    The Coast Guard invites comments on whether this information
collection request should be granted based on it being necessary for
the proper performance of Departmental functions. In particular, the
Coast Guard would appreciate comments addressing: (1) The practical
utility of the collections; (2) the accuracy of the estimated burden of
the collections; (3) ways to enhance the quality, utility, and clarity
of information subject to the collections; and (4) ways to minimize the
burden of collections on respondents, including the use of automated
collection techniques or other forms of information technology.
    We encourage you to respond to this request by submitting comments
and related materials. We will post all comments received, without
change to http://www.regulations.gov. They will include any personal
information you provide. We have an agreement with DOT to use their
DMF. Please see the paragraph on DOT's ``Privacy Act Policy'' below.
    Submitting comments: If you submit a comment, please include the
docket number [USCG-2008-0178], indicate the specific section of the
document to which each comment applies, providing a reason for each
comment. We recommend you include your name, mailing address, an e-mail
address, or other contact information in the body of your document so
that we can contact you if we have questions regarding your submission.
You may submit your comments and material by electronic means, mail,
fax, or delivery to the DMF at the address under ADDRESSES; but please
submit them by only one means. If you submit them by mail or delivery,
submit them in an unbound format, no larger than 8\1/2\ by 11 inches,
suitable for copying and electronic filing. If you submit them by mail
and would like to know that they reached the Facility, please enclose a
stamped, self-addressed postcard or envelope. We will consider all
comments and material received during the comment period. We may change
the documents supporting this collection of information or even the
underlying requirements in view of them.
    Viewing comments and documents: Go to http://www.regulations.gov to
view documents mentioned in this notice as being available in the
docket. Enter the docket number [USCG-2008-0178] in the Search box, and
click, ``Go>>.'' You may also visit the DMF in room W12-140 on the West
Building Ground Floor, 1200 New Jersey Avenue, SE., Washington, DC,
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays.
    Privacy Act: Anyone can search the electronic form of all comments
received in dockets by the name of the individual submitting the
comment (or signing the comment, if submitted on behalf of an
association, business, labor union, etc.). You may review the Privacy
Act Statement of DOT in the Federal Register published on April 11,
2000 (65 FR 19477), or by visiting http://DocketsInfo.dot.gov.

Information Collection Request

    1. Title: Vessel Inspection Related Forms and Reporting
Requirements Under Title 46 U.S. Code.
    OMB Control Number: 1625-0032.
    Summary: This collection of information requires owners, operators,
agents or masters of certain inspected vessels to obtain and/or post
various forms as part of the Coast Guard's Commercial Vessel Safety
Program.
    Need: The Coast Guard's Commercial Vessel Safety Program
regulations are found in 46 CFR, including parts 2, 26, 31, 71, 91,
107, 115, 126, 169, 176, and 189; as authorized in Title 46 U.S.C. A
number of reporting and recordkeeping requirements are contained
therein.
    Forms: CG-841, CG-854, CG-948, CG-949, CG-950, CG-950A, CG-2832.
    Respondents: Owners, operators, agents, and masters of vessels.
    Frequency: On occasion.
    Burden Estimate: The estimated burden has increased from 1,471
hours to 1,686 hours a year.
    2. Title: Certificates of Compliance, Boiler/Pressure Vessel
Repairs, Cargo Gear Records, and Shipping Papers.
    OMB Control Number: 1625-0037.
    Summary: This information is solely needed to enable the Coast
Guard to fulfill its responsibilities for maritime safety under Title
46, U.S. Code. The affected public includes some owners or operators of
large merchant vessels and all foreign-flag tankers calling at U.S.
ports.
    Need: Title 46 U.S.C. 3301, 3305, 3306, 3702, 3703, 3711, and 3714
authorize the Coast Guard to establish marine safety regulations to
protect life, property, and the environment. These regulations are
prescribed in Title 46 CFR.

    The requirements for reporting Boiler/Pressure Valve Repairs,
maintaining Cargo Gear Records, Shipping Papers, and issuance of
Certificates of Compliance (CG-3585) provide the marine inspector with
available information as to the condition of a vessel and its
equipment. It also contains information on the vessel owner and lists
the type and amount of cargo that has been or is being transported.
These requirements promote the safety of life at sea and protection of
the marine environment.
    Forms: CG-3585.
    Respondents: Owners and operators of vessels.
    Frequency: On occasion.
    Burden Estimate: The estimated burden has increased from 13,577
hours to 17,294 hours a year.
    3. Title: Various International Agreement Pollution Prevention
Certificates and Documents, and Equivalency Certificates.
    OMB Control Number: 1625-0041.
    Summary: Required by the adoption of the International Convention
for the Prevention of Pollution from Ships (MARPOL 73/78), these
certificates and documents are evidence of compliance with this
convention for U.S. vessels on international voyages. Without the
proper certificates or documents, a U.S. vessel could be detained in a
foreign port.
    Need: Compliance with MARPOL 73/78 aids in the prevention of
pollution from ships.
    Forms: CG-5352, CG-5352A, CG-5352B, CG-6047, CG-6056, CG-6056A, CG-
6057.
    Respondents: Owners and operators of vessels.
    Frequency: On occasion.
    Burden Estimate: The estimated burden has decreased from 6,874
hours to 2,067 hours a year.
    4. Title: Requirements for Lightering of Oil and Hazardous Material
Cargoes.
    OMB Control Number: 1625-0042.
    Summary: The information for this report allows the U.S. Coast
Guard to provide timely response to an emergency and minimize the
environmental damage from an oil or hazardous material spill. Further,
it also allows the Coast Guard to control the location and procedures
for lightering activities.
    Need: Section 3703 of Title 46 U.S.C. authorizes the Coast Guard to
establish lightering regulations. Title 33 CFR 156.200 to 156.330
prescribes the regulations, including pre-arrival notice, reporting of
incidents, and operating conditions.
    Forms: None.
    Respondents: Owners and operators of vessels.
    Frequency: On occasion.
    Burden Estimate: The estimated burden has decreased from 324 hours
to 215 hours a year.

    Dated: March 28, 2008.
D.T. Glenn,
Rear Admiral, U.S. Coast Guard, Assistant Commandant for Command,
Control, Communications, Computers and Information Technology.
 [FR Doc. E8-7264 Filed 4-7-08; 8:45 am]

BILLING CODE 4910-15-P


[Federal Register Volume 79, Number 25 (Thursday, February 6, 2014)]
[Notices]
[Pages 7235-7239]
[FR Doc No: 2014-02506]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-30900; File No. 812-14161]

NF Investment Corp., et al.; Notice of Application

January 31, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 17(d),
57(a)(4), 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), 57(a)(4), and 57(i) of the Act
and rule 17d-1 under the Act.

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

Applicants: NF Investment Corporation (``NFIC''); Carlyle GMS Finance,
Inc. (``CGMSF,'' and together with NFIC, the ``Regulated Funds''); NFIC
SPV LLC (``NFIC Sub''); Carlyle GMS Finance SPV LLC (``CGMSF Sub'' and
together with NFIC Sub, the ``SPV Subs''); and Carlyle GMS Investment
Management L.L.C. (``CGMSIM'') on behalf of itself and its
successors.\1\
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    \1\ The term ``successor'' means an entity that results from a
reorganization into another jurisdiction or change in the type of
business organization.

DATES: Filing Dates: The application was filed on May 29, 2013, and
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amended on August 9, 2013, December 12, 2013, and January 22, 2014.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on February 25, 2014, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F St. NE., Washington, DC 20549-1090. Applicants: c/o
Ian J. Sandler, Carlyle GMS Finance, Inc., 520 Madison Avenue, 38th
Floor, New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, at
(202) 551-6811 or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>
(Chief Counsel's Office, Division of Investment Management).

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. CGMSF and NFIC are both Maryland corporations organized as non-
diversified, closed-end management investment companies that have
elected to be regulated as BDCs under Section 54(a) of the Act.\2\ The
Objectives and Strategies \3\ of both CGMSF and NFIC are to generate
current income and capital appreciation primarily through debt
investments in U.S. middle market companies. CGMSF and NFIC invest
primarily in first lien senior secured and unitranche loans to private
U.S. middle market companies that are, in many cases, controlled by
private equity investment firms. A majority of the directors of the
board of directors (``Board'') of CGMSF and NFIC are persons who are
not ``interested persons'' as defined in section 2(a)(19) of the Act of
CGMSF, NFIC, respectively (``Non-Interested Directors'').
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    \2\ 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 sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
    \3\ ``Objectives and Strategies'' means a Regulated Fund's
investment objectives and strategies, as described in the Regulated
Fund's registration statement on Form 10 under the Securities
Exchange Act of 1934 (``Exchange Act''), other filings made with the
Commission by the Regulated Fund under the Exchange Act or under the
Securities Act of 1933 (``Securities Act''), and the Regulated
Fund's reports to shareholders.
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    2. CGMSIM is registered as an investment adviser under the
Investment Advisers Act of 1940 (the ``Advisers Act'') and serves as
the investment adviser to CGMSF and NFIC. CGSIM is a Delaware
corporation and a wholly owned subsidiary of The Carlyle Group L.P.
    3. Applicants seek an order (``Order'') to permit one or more
Regulated Funds \4\ and/or one or more Private Funds \5\ (collectively,
``Co-Investment Affiliates'') to participate in the same investment
opportunities through a proposed co-investment program where such
participation would otherwise be prohibited under sections 17(d) and
57(a)(4) of the Act and rules under the Act (``Co-Investment Program'')
by (a) co-investing with each other in securities issued by issuers in
private placement transactions \6\ or loans made to issuers in which an
Investment Adviser negotiates terms in addition to price and (b) making
additional investments in securities or loans of such issuers,
including through the exercise of warrants, conversion privileges, and
other rights to purchase securities of the issuers (``Follow-On
Investments''). For purposes of the application, ``Co-Investment
Transaction'' means any transaction in which any of the Regulated Funds
(or any SPV Sub, as defined below) participated together with one or
more Co-Investment Affiliates in reliance on the Order. ``Potential Co-
Investment Transaction'' means any investment opportunity in which any
of the Regulated Funds (or any SPV Sub, as

defined below) could not participate together with one or more Co-
Investment Affiliates without obtaining and relying on the Order.\7\
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    \4\ ``Regulated Fund'' means CGMSF, NFIC, and any future closed-
end management investment company that (a) elects to be regulated as
a BDC or is registered under the Act; (b) is advised by an
Investment Adviser; and (c) intends to participate in the Co-
Investment Program (as defined below). The term ``Investment
Adviser'' means (a) CGMSIM and (b) any future investment adviser
controlling, controlled by, or under common control with CGMSIM.
    \5\ ``Private Fund'' means any entity (a) whose investment
adviser is an Investment Adviser; (b) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act; and (c) that
intends to participate in the Co-Investment Program.
    \6\ The term ``private placement transactions'' means
transactions in which the offer and sale of securities by the issuer
are exempt from registration under the Securities Act.
    \7\ All existing entities that currently intend to rely on the
Order have been named as applicants. Any other existing or future
entity that relies on the Order in the future will comply with the
terms and conditions of the application.
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    4. Applicants state that a Regulated Fund may, from time to time,
form one or more SPV Subs.\8\ Such a subsidiary would be prohibited
from investing in a Co-Investment Transaction with any Co-Investment
Affiliate because it would be a company controlled by its parent
Regulated Fund for purposes of sections 17(d) and 57(a)(4) and rule
17d-1. Applicants request that each SPV Sub be permitted to participate
in Co-Investment Transactions in lieu of its parent Regulated Fund and
that the SPV Sub's participation in any such transaction be treated,
for purposes of the requested Order, as though the parent Regulated
Fund were participating directly. Applicants represent that this
treatment is justified because a SPV Sub would have no purpose other
than serving as a holding vehicle for the Regulated Fund's investments
and, therefore, no conflicts of interest could arise between the
Regulated Fund and the SPV Sub. The Regulated Fund's Board would make
all relevant determinations under the conditions with regard to a SPV
Sub's participation in a Co-Investment Transaction, and the Regulated
Fund's Board would be informed of, and take into consideration, any
proposed use of a SPV in the Regulated Fund's place. If the Regulated
Fund proposes to participate in the same Co-Investment Transaction with
any of its SPV Subs, the Regulated Fund's Board will also be informed
of, and take into consideration, the relative participation of the
Regulated Fund and the SPV Sub. CGMSF Sub and NFIC Sub are SPV Subs of
CGMSF or NFIC, respectively, and formed specifically for the purpose of
procuring financing or otherwise holding investments.
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    \8\ ``SPV Sub'' means an entity that (a) is wholly-owned by a
Regulated Fund (with such Regulated Fund at all times holding,
beneficially and of record, 100% of the voting and economic
interests); (b) whose sole business purpose is to hold one or more
investments on behalf of the Regulated Fund (and, in the case of an
SBIC Subsidiary (as defined below), maintain a license under the SBA
Act (as defined below) and issue debentures guaranteed by the SBA
(as defined below)); (c) with respect to which the Regulated Fund's
Board has the sole authority to make all determinations with respect
to the SPV Sub's participation under the conditions of the
application; and (d) that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act. ``SBIC Subsidiary'' means an
SPV Sub that is licensed by the Small Business Administration (the
``SBA'') to operate under the Small Business Investment Act of 1958
(the ``SBA Act'') as a small business investment company (an
``SBIC'').
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    5. When considering Potential Co-Investment Transactions for any
Regulated Fund, the applicable Investment Adviser will consider the
Objectives and Strategies, investment policies, investment positions,
capital available for investment (``Available Capital''),\9\ and other
factors relevant to such Regulated Fund. Opportunities for Potential
Co-Investment Transactions may arise when an investment adviser
considers for a Co-Investment Affiliate investment opportunities that
may be appropriate for a Regulated Fund. Upon issuance of the Order,
the Investment Advisers will refer to the Investment Advisers of the
Regulated Funds all Potential Co-Investment Transactions within a
Regulated Fund's Objectives and Strategies that are considered for a
Co-Investment Affiliate, and such investment opportunities may result
in a Co-Investment Transaction.
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    \9\ ``Available Capital'' consists solely of liquid assets not
held for permanent investment, including cash, amounts that can
currently be drawn down from lines of credit, and marketable
securities held for short-term purposes. In addition, Available
Capital would include bona fide uncalled capital commitments that
can be called by the settlement date of the Co-Investment
Transaction.
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    6. Other than pro rata dispositions and Follow-On Investments as
provided in conditions 7 and 8, and upon making the determinations
required in conditions 1 and 2(a), the applicable Investment Adviser
will present each Potential Co-Investment Transaction and the proposed
allocation to the directors or trustees, as applicable, eligible to
vote under section 57(o) of the Act (``Eligible Directors'') and the
``required majority,'' as defined in section 57(o) of the Act
(``Required Majority''),\10\ will approve each Co-Investment
Transaction prior to any investment by a Fund.
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    \10\ With respect to Regulated Funds that are not BDCs, the
defined terms Eligible Directors and Required Majority apply as if
each Regulated Fund were a BDC subject to section 57(o) of the Act.
---------------------------------------------------------------------------

    7. With respect to the pro rata dispositions and Follow-On
Investments as provided in conditions 7 and 8, a Regulated Fund may
participate in a pro rata disposition or Follow-On Investment without
obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Co-Investment Affiliate
in such disposition or Follow-On Investment is proportionate to its
outstanding investments in the issuer immediately preceding the
disposition or Follow-On Investment, as the case may be; and (ii) the
Board of the Regulated Fund has approved that Regulated Fund's
participation in pro rata dispositions and Follow-On Investments as
being in the best interests of the Regulated Fund. If the Board does
not so approve, any such disposition or Follow-On Investment will be
submitted to the Regulated Fund's Eligible Directors. The Board of any
Regulated Fund may at any time rescind, suspend or qualify its approval
of pro rata dispositions and Follow-On Investments with the result that
all dispositions and/or Follow-On Investments must be submitted to the
Eligible Directors.
    8. No Non-Interested Director of a Regulated Fund will have a
financial interest in any Co-Investment Transaction, other than
indirectly through share ownership in one of the Regulated Funds.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
affiliated persons of a registered investment company from
participating in joint transactions with the company or a company
controlled by such registered investment company unless the Commission
has granted an order permitting such transactions. Section 57(a)(4) of
the Act prohibits certain affiliated persons of a BDC from
participating in joint transactions with the BDC (or a company
controlled by such 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 BDCs. Because the
Commission has not adopted any rules under section 57(a)(4), rule 17d-1
applies.
    2. Applicants submit that the Investment Advisers and the entities
that they advise would be deemed to be a person related to a Regulated
Fund in a manner described by sections 17(d) or 57(b) and therefore
prohibited by sections 17(d) or 57(a)(4) and rule 17d-1 from
participating in the Co-Investment Transactions. Further, because the
SPV Subs are controlled by the Regulated Funds, the SPV Subs are
subject to sections 17(d) or 57(a)(4) and would be prohibited by rule
17d-1 from participating in the Co-Investment Transactions without the
Order.
    3. Rule 17d-1 under the Act generally prohibits participation by a
registered investment company, or a company controlled by such
registered investment company, and an affiliated person (as defined in
section 2(a)(3) of the Act) or principal underwriter for

that investment company, or an affiliated person of such affiliated
person or principal underwriter, in any joint enterprise or other joint
arrangement or profit sharing plan, as defined in the rule, absent an
order by the Commission. Similarly, rule 17d-1, as made applicable to
BDCs by section 57(i), prohibits any person who is related to a BDC in
a manner described in section 57(b), acting as principal, from
participating in, or effecting any transaction in connection with, any
joint enterprise or other joint arrangement or profit-sharing plan in
which the BDC (or a company controlled by such BDC) is a participant,
absent an order from the Commission. 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.
    4. Applicants state that in the absence of the requested relief,
the Regulated Funds would be, in some circumstances, limited in their
ability to participate in attractive and appropriate investment
opportunities. Applicants believe that the proposed terms and
conditions will ensure that the Co-Investment Transactions are
consistent with the protection of each Regulated Fund's shareholders
and with the purposes intended by the policies and provisions of the
Act. Applicants state that the Regulated Funds' participation in the
Co-Investment Transactions will be consistent with the provisions,
policies and purposes of the Act and on a basis that is not different
from or less advantageous than that of other participants.

Applicants' Conditions

    Applicants agree that any Order granting the requested relief will
be subject to the following conditions:
    1. Each time an investment adviser to any Co-Investment Affiliate
considers a Potential Co-Investment Transaction for a Co-Investment
Affiliate that falls within a Regulated Fund's then-current Objectives
and Strategies, the Regulated Fund's Investment Adviser will make an
independent determination of the appropriateness of the investment for
the Regulated Fund in light of such Regulated Fund's then-current
circumstances.
    2. (a) If the Investment Adviser deems the Regulated Fund's
participation in any such Potential Co-Investment Transaction is
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 an Investment Adviser to
be invested by the Regulated Fund in the Potential Co-Investment
Transaction together with the amount proposed to be invested by the
other Co-Investment Affiliates, collectively, in the same transaction,
exceeds the amount of the investment opportunity, the amount proposed
to be invested by each such party will be allocated among them pro rata
based on each participant's Available Capital available for investment
in the asset class being allocated, up to the amount proposed to be
invested by each. The Investment Advisers will provide the Eligible
Directors of each participating Regulated Fund with information
concerning each participating Co-Investment Affiliate's Available
Capital to assist the Eligible Directors with their review of the
Regulated Fund's investments for compliance with these allocation
procedures.
    (c) After making the determinations required in conditions 1 and
2(a), the Investment Adviser will distribute written information
concerning the Potential Co-Investment Transaction, including the
amount proposed to be invested by each Co-Investment Affiliate, to the
Eligible Directors of each participating Regulated Fund for their
consideration. A Regulated Fund will co-invest with Co-Investment
Affiliates only if, prior to such Regulated Fund's and any Co-
Investment Affiliates' participation in the Potential Co-Investment
Transaction, a Required Majority of such Regulated Fund concludes that:
    (i) The terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Regulated
Fund and its shareholders and do not involve overreaching of such
Regulated Fund or its shareholders on the part of any person concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) The interests of the shareholders of such Regulated Fund; and
    (B) such Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by the Co-Investment Affiliates would not
disadvantage such Regulated Fund, and participation by such Regulated
Fund is not on a basis different from or less advantageous than that of
any Co-Investment Affiliate; provided, that if a Co-Investment
Affiliate, other than such Regulated Fund, gains the right to nominate
a director for election to a portfolio company's board of directors or
the right to have a board observer or any similar right to participate
in the governance or management of the portfolio company, such event
shall not be interpreted to prohibit the Required Majority from
reaching the conclusions required by this condition (2)(c)(iii), if:
    (A) The Eligible Directors will have the right to ratify the
selection of such director or board observer, if any;
    (B) the Investment Advisers agree to, and do, provide, periodic
reports to such Regulated Fund's Board with respect to the actions of
such director or the information received by such board observer or
obtained through the exercise of any similar right to participate in
the governance or management of the portfolio company; and
    (C) any fees or other compensation that any Co-Investment Affiliate
or any affiliated person of a Co-Investment Affiliate receives in
connection with the right of the Co-Investment Affiliate to nominate a
director or appoint a board observer or otherwise to participate in the
governance or management of the portfolio company will be shared
proportionately among the participating Co-Investment Affiliates (the
Co-Investment Affiliates (other than the Regulated Funds) may, in turn,
share their portion with their affiliated persons) and the applicable
Regulated Fund in accordance with the amount of each party's
investment; and
    (iv) the proposed investment by such Regulated Fund will not
benefit the Investment Advisers or the Co-Investment Affiliates or any
affiliated person of either of them (other than the parties to the Co-
Investment Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by sections 17(e) and 57(k)
of the Act, as applicable, (C) indirectly, as a result of an interest
in the securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in condition 2(c)(iii)(C).
    3. Each Regulated Fund has the right to decline to participate in
any Potential Co-Investment Transaction or to invest less than the
amount proposed.
    4. The applicable Investment Adviser will present to the Board of
the Regulated Fund, on a quarterly basis, a record of all investments
made by the Co-Investment Affiliates in Potential Co-Investment
Transactions during the preceding quarter that fell within such
Regulated Fund's then-current Objectives and Strategies that were not
made available to the Regulated Fund, and an explanation of why the
investment opportunities were not

offered to the Regulated Fund. All information presented to the Board
of such Regulated Fund pursuant to this condition will be kept for the
life of such Regulated Fund and at least two years thereafter, and will
be subject to examination by the Commission and its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8, below, a Regulated Fund will not invest in reliance on the
Order in any issuer in which any Co-Investment Affiliate or any
affiliated person of a Co-Investment Affiliate is an existing investor.
    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date, and registration rights
will be the same for such Regulated Fund as for the Co-Investment
Affiliates. The grant to a Co-Investment Affiliate, but not such
Regulated Fund, of the right to nominate a director for election to a
portfolio company's board of directors, the right to have an observer
on the board of directors or similar rights to participate in the
governance or management of the portfolio company will not be
interpreted so as to violate this condition 6, if conditions
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Co-Investment Affiliate elects to sell, exchange or
otherwise dispose of an interest in a security that was acquired in a
Co-Investment Transaction, the applicable Investment Adviser will:
    (i) notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed disposition at the earliest
practical time; and
    (ii) formulate a recommendation as to participation by each
Regulated Fund in the disposition.
    (b) Each Regulated Fund will have the right to participate in such
disposition on a proportionate basis, at the same price and on the same
terms and conditions as those applicable to other Co-Investment
Affiliates.
    (c) A Regulated Fund may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Co-Investment Affiliate in such disposition is
proportionate to its outstanding investments in the issuer immediately
preceding the disposition; (ii) the Board of the Regulated Fund has
approved as being in the best interests of the Regulated Fund the
ability to participate in such dispositions on a pro rata basis (as
described in greater detail in the application); and (iii) the Board of
each Regulated Fund is provided on a quarterly basis with a list of all
dispositions made in accordance with this condition. In all other
cases, the applicable Investment 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.
    (d) Each Co-Investment Affiliate will bear its own expenses in
connection with any such disposition.
    8. (a) If any Co-Investment Affiliate desires to make a Follow-On
Investment in a portfolio company whose securities were acquired in a
Co-Investment Transaction, the Investment Adviser will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed transaction at the earliest
practical time; and
    (ii) formulate a recommendation as to the proposed participation,
including the amount of the proposed Follow-On Investment, by each
Regulated Fund.
    (b) A Regulated Fund may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Co-Investment Affiliate in such
investment is proportionate to its outstanding investments in the
issuer immediately preceding the Follow-On Investment; and (ii) the
Board of the Regulated Fund has approved as being in the best interests
of the Regulated Fund the ability to participate in Follow-On
Investments on a pro rata basis (as described in greater detail in the
application). In all other cases, the applicable Investment 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 determines that it is in the Regulated Fund's best
interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Co-Investment
Affiliate's outstanding investments immediately preceding the Follow-On
Investment; and
    (ii) the aggregate amount recommended by the applicable Investment
Adviser to be invested by such Regulated Fund in the Follow-On
Investment, together with the amount proposed to be invested by the
other Co-Investment Affiliates in the same transaction, exceeds the
amount of the opportunity, then the amount invested by each such party
will be allocated among them pro rata based on each participant's
Available Capital available for investment in the asset class being
allocated, up to the amount proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and subject to the other conditions set forth in the
application.
    9. The Non-Interested Directors of each Regulated Fund will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by any Co-Investment Affiliate that the applicable
Regulated Fund considered but declined to participate in, so that the
Non-Interested Directors may determine whether all investments made
during the preceding quarter, including those investments which such
Regulated Fund considered but declined to participate in, comply with
the conditions of the Order. In addition, the Non-Interested Directors
will consider at least annually the continued appropriateness for the
applicable Regulated Fund of participating in new and existing Co-
Investment Transactions. All information presented to such Regulated
Fund's Board pursuant to this condition will be kept for the life of
such Regulated Fund and at least two years thereafter, and will be
subject to examination by the Commission and its staff.
    10. Each Regulated Fund will maintain the records required by
section 57(f)(3) of the Act as if each of the Regulated Funds were a
BDC and as if each of the investments permitted under these conditions
were approved by the Required Majority under section 57(f).
    11. No Non-Interested Director of a Regulated Fund also will be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the 1940 Act) of any of the Co-
Investment Affiliates (other than any other Fund).
    12. 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 applicable Investment Adviser under its
respective investment advisory agreement with the applicable Regulated
Fund or other Co-Investment Affiliate, be shared by such Regulated Fund
and each Co-Investment Affiliate in proportion to the relative amounts
of the securities held or to be acquired or disposed of, as the case
may be.

    13. Any transaction fee (including break-up or commitment fees but
excluding broker's fees contemplated by section 17(e) or 57(k) of the
Act, as applicable) received in connection with a Co-Investment
Transaction will be distributed to the participating applicable
Regulated Fund and the Co-Investment Affiliates on a pro rata basis
based on the amount they invested or committed, as the case may be, in
such Co-Investment Transaction. If any transaction fee is to be held by
the Investment Advisers of a Co-Investment Affiliate pending
consummation of the transaction, the fee will be deposited into an
account maintained by the Investment Advisers of Co-Investment
Affiliates at a bank or banks having the qualifications prescribed in
section 26(a)(1) of the Act, and the account will earn a competitive
rate of interest that will also be divided pro rata between such Fund
and the Co-Investment Affiliates based on the amounts they invest in
such Co-Investment Transaction. None of the Co-Investment Affiliates,
their investment advisers, nor any affiliated person (as defined in the
Act) of the Regulated Funds will receive additional compensation or
remuneration of any kind as a result of or in connection with a Co-
Investment Transaction (other than (a) in the case of Co-Investment
Affiliates, the pro rata transaction fees described above and fees or
other compensation described in condition 2(c)(iii)(C) and (b) in the
case of the Investment Advisers, investment advisory fees paid in
accordance with the agreements between such Investment Advisers and the
Co-Investment Affiliates).

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-02506 Filed 2-5-14; 8:45 am]
BILLING CODE 8011-01-P