[Federal Register Volume 79, Number 12 (Friday, January 17, 2014)]
[Notices]
[Pages 3256-3260]
[FR Doc No: 2014-00822]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-30855; File No. 812-14199]

Prospect Capital Corporation, et al.; Notice of Application

January 13, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 17(d) and
57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-
1 under the Act to permit certain joint transactions otherwise
prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1
under the Act.

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

Applicants: Prospect Capital Corporation (``PSEC''), Priority Senior
Secured Income Fund, Inc. (``PRIS''), Pathway Energy Infrastructure
Fund, Inc. (``PWAY''), Prospect Capital Funding LLC (``PSEC SPV Sub''),
Prospect Capital Management LLC (``PCM'') on behalf of itself and its
successors,\1\ Priority Senior Secured Income Management, LLC
(``PRISM'') on behalf of itself and its successors, and Pathway Energy
Infrastructure Management, LLC (``PEIM'') on behalf of itself and its
successors.
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    \1\ The term ``successor,'' as applied to each Adviser, 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 August 9, 2013, and
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amended on December 4, 2013.

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 7, 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: 10
East 40th St., 44th Floor, New York, NY 10016.

FOR FURTHER INFORMATION CONTACT: David J. Marcinkus, Senior Counsel, at
(202) 551-6882 or David P. Bartels, 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. PSEC is a Maryland corporation organized as a closed-end
management investment company that has elected to be regulated as a BDC
under Section 54(a) of the Act.\2\ PSEC's Objectives and Strategies \3\
are to generate both current income and long-term capital appreciation
through debt and equity investments. PSEC invests primarily in first
and second lien senior loans and mezzanine debt, which in some cases
are accompanied by an equity component, and also acquires equity
control of companies. A majority of the directors of each of the
Regulated Funds is or will be persons who are not ``interested
persons'' as defined in section 2(a)(19) of the Act (``Non-Interested
Directors''). The board of directors (``Board'') of PSEC is comprised
of five directors, three of

whom are Non-Interested Directors of PSEC.
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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 N-2, other filings the
Regulated Fund has made with the Commission under the Securities Act
of 1933 (the ``Securities Act''), or under the Securities Exchange
Act of 1934, and the Regulated Fund's reports to shareholders.
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    2. PRIS and PWAY are Maryland corporations organized as closed-end
investment companies registered under the Act. PRIS's Objectives and
Strategies are to generate current income and, as a secondary
objective, long-term capital appreciation. Applicants state that PRIS
expects to seek to achieve its Objectives and Strategies by investing,
under normal circumstances, at least 80% of its total assets, or net
assets plus borrowings, in senior secured loans made to companies whose
debt is rated below investment grade or, in limited circumstances,
unrated, with an emphasis on current income. PWAY's Objectives and
Strategies are to generate current income and, as a secondary
objective, long-term capital appreciation through debt and equity
investments. Applicants state that PWAY expects to achieve its
Objectives and Strategies by investing, under normal circumstances, at
least 80% of its total assets, or net assets plus borrowings, in
securities of companies that operate primarily in the energy and
related infrastructure and industrial sectors. The Board of PRIS
consists of five directors, three of whom are Non-Interested Directors
of PRIS. The Board of PWAY consists of five directors, three of whom
are Non-Interested Directors of PWAY.
    3. PCM and PRISM are Delaware limited liability companies
registered as investment advisers under the Investment Advisers Act of
1940 (the ``Advisers Act'') and serve as investment adviser to PSEC and
PRIS, respectively. PEIM is a Delaware limited liability company that
will be registered with the Commission as an investment adviser under
Advisers Act and serve as investment adviser to PWAY.
    4. Applicants seek an order (``Order'') to permit one or more
Regulated Funds \4\ and/or one or more Future Affiliated Funds \5\ to
participate in the same investment opportunities through a proposed co-
investment program (the ``Co-Investment Program'') where such
participation would otherwise be prohibited under section 57(a)(4) and
rule 17d-1 by (a) co-investing with each other in securities issued by
issuers in private placement transactions in which an Adviser
negotiates terms in addition to price; \6\ and (b) making additional
investments in securities of such issuers, including through the
exercise of warrants, conversion privileges, and other rights to
purchase securities of the issuers (``Follow-On Investments''). ``Co-
Investment Transaction'' means any transaction in which a Regulated
Fund (or its Wholly-Owned Investment Sub, as defined below)
participated together with one or more other Regulated Funds and/or one
or more Future Affiliated Funds in reliance on the requested Order.
``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Fund (or its Wholly-Owned Investment
Sub, as defined below) could not participate together with one or more
Future Affiliated Funds and/or one or more other Regulated Funds
without obtaining and relying on the Order.\7\
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    \4\ ``Regulated Fund'' means any of PSEC, PRIS, PWAY, and any
Future Regulated Fund. ``Future Regulated Fund'' means any closed-
end management investment company (a) that is registered under the
Act or has elected to be regulated as BDC, (b) whose investment
adviser is an Adviser, and (c) that intends to participate in the
Co-Investment Program. The term ``Adviser'' means (a) PCM, PEIM, and
PRISM and (b) any future investment adviser that controls, is
controlled by, or is under common control with PCM and is registered
as an investment adviser under the Advisers Act.
    \5\ ``Future Affiliated Fund'' means any entity (a) whose
investment adviser is an 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 upon the
requested Order have been named as applicants. Any other existing or
future entity that subsequently relies on the Order will comply with
the terms and conditions of the application.
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    5. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\8\ Such a subsidiary
would be prohibited from investing in a Co-Investment Transaction with
any Future Affiliated Fund or Regulated Fund because it would be a
company controlled by its parent Regulated Fund for purposes of Section
57(a)(4) and rule 17d-1. Applicants request that each Wholly-Owned
Investment Sub be permitted to participate in Co-Investment
Transactions in lieu of its parent Regulated Fund and that the Wholly-
Owned Investment 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 Wholly-Owned Investment 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 Wholly-Owned Investment
Sub. The Regulated Fund's Board would make all relevant determinations
under the conditions with regard to a Wholly-Owned Investment 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 Wholly-Owned Investment Sub in the Regulated Fund's place. If
the Regulated Fund proposes to participate in the same Co-Investment
Transaction with any of its Wholly-Owned Investment Subs, the Board
will also be informed of, and take into consideration, the relative
participation of the Regulated Fund and the Wholly-Owned Investment
Sub. PSEC SPV Sub is a Delaware limited liability company and is a
Wholly-Owned Investment Sub of PSEC. PSEC SPV Sub is exempt from
registration under Section 3(c)(7) of the Act.
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    \8\ The term ``Wholly-Owned Investment Sub'' means an entity (i)
that is wholly-owned by a Regulated Fund (with the Regulated Fund at
all times holding, beneficially and of record, 100% of the voting
and economic interests); (ii) whose sole business purpose is to hold
one or more investments on behalf of the Regulated Fund; (iii) with
respect to which the Regulated Fund's Board has the sole authority
to make all determinations with respect to the entity's
participation under the conditions of the application; and (iv) that
would be an investment company but for Section 3(c)(1) or 3(c)(7) of
the Act.
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    6. When considering Potential Co-Investment Transactions for any
Regulated Fund, the applicable Adviser will consider only the
Objectives and Strategies, investment policies, investment positions,
capital available for investment, and other pertinent factors
applicable to that Regulated Fund. The Regulated Fund Advisers expect
that any portfolio company that is an appropriate investment for a
Regulated Fund should also be an appropriate investment for one or more
other Regulated Funds and/or one or more Future Affiliated Funds, with
certain exceptions based on available capital or diversification.\9\
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    \9\ The Regulated Funds, however, will not be obligated to
invest, or co-invest, when investment opportunities are referred to
them.
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    7. Other than pro rata dispositions and Follow-On Investments as
provided in conditions 7 and 8, and after making the determinations
required in conditions 1 and 2(a), the Adviser will present each
Potential Co-Investment Transaction and the proposed allocation to the
directors of the Board 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 the participating Regulated
Fund.
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    \10\ In the case of a Regulated Fund that is a registered
closed-end fund, the Board members that make up the Required
Majority will be determined as if the Regulated Fund were a BDC
subject to Section 57(o).
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    8. With respect to the pro rata dispositions and Follow-On
Investments 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 Regulated Fund and
Future Affiliated Fund in such disposition 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.
    9. No Non-Interested Director of a Regulated Fund will have a
financial interest in any Co-Investment Transaction, other than through
share ownership in one of the Regulated Funds.

Applicants' Legal Analysis

    1. 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 a BDC in contravention of rules as prescribed by
the Commission. Under section 57(b)(2) of the Act, any person who is
directly or indirectly controlling, controlled by, or under common
control with a BDC is subject to section 57(a)(4). Applicants submit
that each of the Regulated Funds and Future Affiliated Funds could be
deemed to be a person related to each Regulated Fund in a manner
described by section 57(b) by virtue of being under common control.
Section 57(i) of the Act provides that, until the Commission prescribes
rules under section 57(a)(4), the Commission's rules under section
17(d) of the Act applicable to registered closed-end investment
companies will be deemed to apply to transactions subject to section
57(a)(4). Because the Commission has not adopted any rules under
section 57(a)(4), rule 17d-1 also applies to joint transactions with
Regulated Funds that are BDCs. Section 17(d) of the Act and rule 17d-1
under the Act are applicable to Regulated Funds that are registered
closed-end investment companies.
    2. 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 unless the
Commission has granted an order permitting such transactions. 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.
    3. 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 the Order will be subject to the following
conditions:
    1. Each time an Adviser considers a Potential Co-Investment
Transaction for a Future Affiliated Fund or another Regulated Fund that
falls within a Regulated Fund's then-current Objectives and Strategies,
the Regulated Fund's Adviser will make an independent determination of
the appropriateness of the investment for such Regulated Fund in light
of the Regulated Fund's then-current circumstances.
    2. (a) If the Adviser deems a Regulated Fund's participation in any
Potential Co-Investment Transaction to be appropriate for the Regulated
Fund, it will then determine an appropriate level of investment for the
Regulated Fund.
    (b) If the aggregate amount recommended by the applicable Adviser
to be invested by the applicable Regulated Fund in the Potential Co-
Investment Transaction, together with the amount proposed to be
invested by the other participating Regulated Funds and Future
Affiliated Funds, collectively, in the same transaction, exceeds the
amount of the investment opportunity, the investment opportunity will
be allocated among them pro rata based on each participant's capital
available for investment in the asset class being allocated, up to the
amount proposed to be invested by each. The applicable Adviser will
provide the Eligible Directors of each participating Regulated Fund
with information concerning each participating party'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 applicable Adviser will distribute written information
concerning the Potential Co-Investment Transaction (including the
amount proposed to be invested by each participating Regulated Fund and
Future Affiliated Fund) to the Eligible Directors of each participating
Regulated Fund for their consideration. A Regulated Fund will co-invest
with one or more other Regulated Funds and/or one or more Future
Affiliated Funds only if, prior to the Regulated Fund's participation
in the Potential Co-Investment Transaction, a Required Majority
concludes that:
    (i) The terms of the 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 in respect of
the 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 the Regulated Fund; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Funds or Future
Affiliated Funds would not disadvantage the Regulated Fund, and
participation by the Regulated Fund would not be on a basis different
from or less advantageous than that of other Regulated Funds or Future
Affiliated Funds; provided that, if any other Regulated Fund or Future
Affiliated Fund, but not the Regulated Fund itself, gains the right to
nominate a director for election to a portfolio company's board of
directors 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 applicable Adviser agrees to, and does, provide periodic
reports to the Regulated Fund's Board with respect to the actions of
such director or the information received by such board observer or
obtained through the exercise of any similar right to participate in
the governance or management of the portfolio company; and
    (C) any fees or other compensation that any Future Affiliated Fund
or any Regulated Fund or any affiliated person of any Future Affiliated
Fund or any Regulated Fund receives in connection with the right of an
Future Affiliated Fund or a Regulated Fund 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 Future Affiliated Funds (who each may, in turn,
share its portion with its affiliated persons) and the participating
Regulated Funds in accordance with the amount of each party's
investment; and
    (iv) the proposed investment by the Regulated Fund will not benefit
the Advisers, the Future Affiliated Funds or the other Regulated Funds
or any affiliated person of any of them (other than the parties to the
Co-Investment Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by Section 17(e) or 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 Adviser will present to the Board of each
Regulated Fund, on a quarterly basis, a record of all investments in
Potential Co-Investment Transactions made by any of the other Regulated
Funds or Future Affiliated Funds during the preceding quarter that fell
within the 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 pursuant to this condition
will be kept for the life of the Regulated Fund and at least two years
thereafter, and will be subject to examination by the Commission and
its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8, a Regulated Fund will not invest in reliance on the Order
in any issuer in which another Regulated Fund, Future Affiliated Fund,
or any affiliated person of another Regulated Fund or Future Affiliated
Fund 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 each participating Regulated Fund and Future
Affiliated Fund. The grant to a Future Affiliated Fund or another
Regulated Fund, but not the 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 Future Affiliated Fund or any Regulated Fund elects
to sell, exchange or otherwise dispose of an interest in a security
that was acquired in a Co-Investment Transaction, the applicable
Advisers 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 the participating Future
Affiliated Funds and Regulated Funds.
    (c) A Regulated Fund may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Fund and each Future Affiliated Fund 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 the 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 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 Future Affiliated Fund and each Regulated Fund will bear
its own expenses in connection with any such disposition.
    8. (a) If any Future Affiliated Fund or any Regulated Fund desires
to make a Follow-On Investment in a portfolio company whose securities
were acquired in a Co-Investment Transaction, the applicable Advisers
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 Regulated Fund and each Future
Affiliated Fund 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 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 Regulated
Funds' and the Future Affiliated Funds' outstanding investments
immediately preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the Adviser to be invested
by each Regulated Fund in the Follow-On Investment, together with the
amount proposed to be invested by the participating Future Affiliated
Funds 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 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 this
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 other Regulated Funds or Future Affiliated Funds
that the 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 that the
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
Regulated Fund of participating in new and existing Co-Investment
Transactions.
    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 each of the investments permitted under these conditions were
approved by the Required Majority under Section 57(f) of the Act.
    11. No Non-Interested Director of a Regulated Fund will also be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the Act) of a Future Affiliated
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 Advisers under their respective
investment advisory agreements with Future Affiliated Funds and the
Regulated Funds, be shared by the Regulated Funds and the Future
Affiliated Funds 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 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 Regulated Funds and Future
Affiliated Funds on a pro rata basis based on the amounts they invested
or committed, as the case may be, in such Co-Investment Transaction. If
any transaction fee is to be held by an Adviser pending consummation of
the transaction, the fee will be deposited into an account maintained
by such Adviser 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 among the
participating Regulated Funds and Future Affiliated Funds based on the
amounts they invest in such Co-Investment Transaction. None of the
Future Affiliated Funds, the Advisers, the other Regulated Funds or any
affiliated person of the Regulated Funds or Future Affiliated 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 the Regulated Funds and the Future Affiliated Funds,
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 an Adviser, investment advisory fees paid in accordance with the
agreement between the Adviser and the Regulated Fund or Future
Affiliated Fund.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2014-00822 Filed 1-16-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 138 (Thursday, July 22, 2021)]
[Notices]
[Page 38736]
[FR Doc No: 2021-15622]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4491-DR; Docket ID FEMA-2021-0001]

Maryland; Amendment No. 5 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Maryland (FEMA-4491-DR), dated March 26, 2020, and
related determinations.

DATES: This change occurred on July 6, 2021.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) hereby gives notice that pursuant to the authority vested in the
Administrator, under Executive Order 12148, as amended, MaryAnn
Tierney, of FEMA is appointed to act as the Federal Coordinating
Officer for this disaster.
    This action terminates the appointment of Janice P. Barlow as
Federal Coordinating Officer for this disaster.

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2021-15622 Filed 7-21-21; 8:45 am]
BILLING CODE 9111-23-P


[Federal Register Volume 84, Number 29 (Tuesday, February 12, 2019)]
[Notices]
[Pages 3479-3481]
[FR Doc No: 2019-01934]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2019-0002; Internal Agency Docket No. FEMA-B-1901]

Changes in Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice lists communities where the addition or
modification of Base Flood Elevations (BFEs), base flood depths,
Special Flood Hazard Area (SFHA) boundaries or zone designations, or
the regulatory floodway (hereinafter referred to as flood hazard
determinations), as shown on the Flood Insurance Rate Maps (FIRMs), and
where applicable, in the supporting Flood Insurance Study (FIS)
reports, prepared by the Federal Emergency Management Agency (FEMA) for
each community, is appropriate because of new scientific or technical
data. The FIRM, and where applicable, portions of the FIS report, have
been revised to reflect these flood hazard determinations through
issuance of a Letter of Map Revision (LOMR), in accordance with Federal
Regulations. The LOMR will be used by insurance agents and others to
calculate appropriate flood insurance premium rates for new buildings
and the contents of those buildings. For rating purposes, the currently
effective community number is shown in the table below and must be used
for all new policies and renewals.

DATES: These flood hazard determinations will be finalized on the dates
listed in the table below and revise the FIRM panels and FIS report

in effect prior to this determination for the listed communities.
    From the date of the second publication of notification of these
changes in a newspaper of local circulation, any person has 90 days in
which to request through the community that the Deputy Associate
Administrator for Insurance and Mitigation reconsider the changes. The
flood hazard determination information may be changed during the 90-day
period.

ADDRESSES: The affected communities are listed in the table below.
Revised flood hazard information for each community is available for
inspection at both the online location and the respective community map
repository address listed in the table below. Additionally, the current
effective FIRM and FIS report for each community are accessible online
through the FEMA Map Service Center at https://msc.fema.gov for
comparison.
    Submit comments and/or appeals to the Chief Executive Officer of
the community as listed in the table below.

FOR FURTHER INFORMATION CONTACT: Rick Sacbibit, Chief, Engineering
Services Branch, Federal Insurance and Mitigation Administration, FEMA,
400 C Street SW, Washington, DC 20472,<PHONE_NUMBER>, or (email)
<EMAIL_ADDRESS>or visit the FEMA Map Information
eXchange (FMIX) online at https://www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: The specific flood hazard determinations are
not described for each community in this notice. However, the online
location and local community map repository address where the flood
hazard determination information is available for inspection is
provided.
    Any request for reconsideration of flood hazard determinations must
be submitted to the Chief Executive Officer of the community as listed
in the table below.
    The modifications are made pursuant to section 201 of the Flood
Disaster Protection Act of 1973, 42 U.S.C. 4105, and are in accordance
with the National Flood Insurance Act of 1968, 42 U.S.C. 4001 et seq.,
and with 44 CFR part 65.
    The FIRM and FIS report are the basis of the floodplain management
measures that the community is required either to adopt or to show
evidence of having in effect in order to qualify or remain qualified
for participation in the National Flood Insurance Program (NFIP).
    These flood hazard determinations, together with the floodplain
management criteria required by 44 CFR 60.3, are the minimum that are
required. They should not be construed to mean that the community must
change any existing ordinances that are more stringent in their
floodplain management requirements. The community may at any time enact
stricter requirements of its own or pursuant to policies established by
other Federal, State, or regional entities. The flood hazard
determinations are in accordance with 44 CFR 65.4.
    The affected communities are listed in the following table. Flood
hazard determination information for each community is available for
inspection at both the online location and the respective community map
repository address listed in the table below. Additionally, the current
effective FIRM and FIS report for each community are accessible online
through the FEMA Map Service Center at https://msc.fema.gov for
comparison.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

David I. Maurstad,
Deputy Associate Administrator for Insurance and Mitigation, Department
of Homeland Security, Federal Emergency Management Agency.

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                                                         Chief executive                         Online location of
        State and county           Location and case       officer of         Community map        letter of map       Date of modification   Community
                                          No.               community          repository             revision                                   No.
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California:
    Placer......................  Unincorporated       The Honorable Jim   Placer County       https://msc.fema.gov/  Apr. 8, 2019.........       060239
                                   Areas of Placer      Holmes, Chairman,   Department of       portal/advanceSearch.
                                   County (18-09-       Board of            Public Works,
                                   2198P).              Supervisors,        3091 County
                                                        Placer County,      Center Drive,
                                                        175 Fulweiler       Suite 220,
                                                        Avenue, Auburn,     Auburn, CA 95603.
                                                        CA 95603.
    Sacramento..................  City of Sacramento   The Honorable       Department of       https://msc.fema.gov/  Mar. 25, 2019........       060266
                                   (17-09-2500P).       Darrell             Utilities           portal/advanceSearch.
                                                        Steinberg, Mayor,   Stormwater
                                                        City of             Program
                                                        Sacramento, City    Management, 1395
                                                        Hall, 915 I         35th Avenue,
                                                        Street, 5th         Sacramento, CA
                                                        Floor,              95822.
                                                        Sacramento, CA
                                                        95814.
    Sacramento..................  Unincorporated       The Honorable       Sacramento County   https://msc.fema.gov/  Mar. 25, 2019........       060262
                                   Areas of             Susan Peters,       Department of       portal/advanceSearch.
                                   Sacramento County    Chair, Board of     Water Resources,
                                   (17-09-2500P).       Supervisors,        827 7th Street,
                                                        Sacramento          Suite 301,
                                                        County, 700 H       Sacramento, CA
                                                        Street, Suite       95814.
                                                        2450, Sacramento,
                                                        CA 95814.
Michigan:
    Macomb......................  City of Sterling     The Honorable       City Hall, 40555    https://msc.fema.gov/  Mar. 21, 2019........       260128
                                   Heights (18-05-      Michael C.          Utica Road,         portal/advanceSearch.
                                   4204P).              Taylor, Mayor,      Sterling Heights,
                                                        City of Sterling    MI 48311.
                                                        Heights, P.O. Box
                                                        8009, Sterling
                                                        Heights, MI 48311.
    Ottawa......................  City of Hudsonville  The Honorable Mark  City Hall, 3275     https://msc.fema.gov/  Mar. 28, 2019........       260493
                                   (18-05-4330P).       Northrup, Mayor,    Central             portal/advanceSearch.
                                                        City of             Boulevard,
                                                        Hudsonville, 3275   Hudsonville, MI
                                                        Central             49426.
                                                        Boulevard,
                                                        Hudsonville, MI
                                                        49426.
Oregon: Benton..................  Unincorporated       The Honorable       Benton County       https://msc.fema.gov/  Mar. 28, 2019........       410008
                                   Areas of Benton      Xanthippe           Sheriff's Office,   portal/advanceSearch.
                                   County (18-10-       Augerot, Chair,     180 Northwest 5th
                                   0715P).              Benton County,      Street,
                                                        Board of            Corvallis, OR
                                                        Commissioners,      97333.
                                                        P.O. Box 3020,
                                                        Corvallis, OR
                                                        97339.
Texas:

    Hays........................  City of San Marcos   The Honorable John  Engineering         https://msc.fema.gov/  Apr. 4, 2019.........       485505
                                   (18-06-1845P).       Thomaides, Mayor,   Department City     portal/advanceSearch.
                                                        City of San         Hall, 630 East
                                                        Marcos, San         Hopkins Street,
                                                        Marcos City Hall,   San Marcos, TX
                                                        630 East Hopkins    78666.
                                                        Street, San
                                                        Marcos, TX 78666.
    Hays........................  Unincorporated       The Honorable Bert  Hays County,        https://msc.fema.gov/  Apr. 4, 2019.........       480321
                                   Areas of Hays        Cobb, M.D.,         Development         portal/advanceSearch.
                                   County (18-06-       County Judge,       Services
                                   1845P).              Hays County, Hays   Department, 2171
                                                        County              Yarrington Road,
                                                        Courthouse, 111     San Marcos, TX
                                                        East San Antonio    78666.
                                                        Street, Suite
                                                        300, San Marcos,
                                                        TX 78666.
Virginia: Fairfax...............  Unincorporated       The Honorable       Fairfax County,     https://msc.fema.gov/  Apr. 9, 2019.........       515525
                                   Areas of Fairfax     David L. Meyer,     Stormwater          portal/advanceSearch.
                                   County (18-03-       Mayor, Fairfax      Planning, 12000
                                   1394P).              County, 10455       Government Center
                                                        Armstrong Street,   Parkway, Suite
                                                        Fairfax, VA 22030.  449, Fairfax, VA
                                                                            22035.
Washington:
    Pierce......................  City of Puyallup     The Honorable John  City Hall, 333      https://msc.fema.gov/  Apr. 4, 2019.........       530144
                                   (18-10-0841P).       Palmer, Mayor,      South Meridian,     portal/advanceSearch.
                                                        City of Puyallup,   Puyallup, WA
                                                        Puyallup City       98371.
                                                        Hall, 333 South
                                                        Meridian,
                                                        Puyallup, WA
                                                        98371.
    Pierce......................  Unincorporated       Mr. Bruce           Pierce County       https://msc.fema.gov/  Mar. 27, 2019........       530138
                                   Areas of Pierce      Dammeier, County    Annex Building,     portal/advanceSearch.
                                   County (18-10-       Executive, Pierce   2401 South 35th
                                   0476P).              County, 930         Street, Tacoma,
                                                        Tacoma Avenue       WA 98409.
                                                        South, Room 737,
                                                        Tacoma, WA 98402.
Wisconsin:
    Winnebago...................  City of Oshkosh (18- The Honorable       City Hall, 215      https://msc.fema.gov/  Mar. 27, 2019........       550511
                                   05-2015P).           Steve Cummings,     Church Avenue,      portal/advanceSearch.
                                                        Mayor, City of      Oshkosh, WI 54903.
                                                        Oshkosh, City
                                                        Hall, P.O. Box
                                                        1130, Oshkosh, WI
                                                        54903.
    Winnebago...................  Unincorporated       Mr. Mark Harris,    Winnebago County    https://msc.fema.gov/  Mar. 27, 2019........       550537
                                   Areas of Winnebago   Executive,          Zoning              portal/advanceSearch.
                                   County (18-05-       Winnebago County,   Department, 448
                                   2015P).              County              Algoma Boulevard,
                                                        Courthouse, 415     Oshkosh, WI 54901.
                                                        Jackson Street,
                                                        Oshkosh, WI 54901.
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[FR Doc. 2019-01934 Filed 2-11-19; 8:45 am]
 BILLING CODE 9110-12-P


[Federal Register: December 30, 2009 (Volume 74, Number 249)]
[Notices]
[Page 69132]
[DOCID:fr30de09-100]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-1865-DR; Docket ID FEMA-2008-0018]

Alaska; Major Disaster and Related Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This is a notice of the Presidential declaration of a major
disaster for the State of Alaska (FEMA-1865-DR), dated December 18,
2009, and related determinations.

DATES: Effective Date: December 18, 2009.

FOR FURTHER INFORMATION CONTACT: Peggy Miller, Disaster Assistance
Directorate, Federal Emergency Management Agency, 500 C Street, SW.,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Notice is hereby given that, in a letter
dated December 18, 2009, the President issued a major disaster
declaration under the authority of the Robert T. Stafford Disaster
Relief and Emergency Assistance Act, 42 U.S.C. 5121 et seq. (the
``Stafford Act''), as follows:

    I have determined that the damage in certain areas of the State
of Alaska resulting from severe storms, flooding, mudslides, and
rockslides during the period of October 6-11, 2009, is of sufficient
severity and magnitude to warrant a major disaster declaration under
the Robert T. Stafford Disaster Relief and Emergency Assistance Act,
42 U.S.C. 5121 et seq. (the ``Stafford Act''). Therefore, I declare
that such a major disaster exists in the State of Alaska.
    In order to provide Federal assistance, you are hereby
authorized to allocate from funds available for these purposes such
amounts as you find necessary for Federal disaster assistance and
administrative expenses.
    You are authorized to provide Public Assistance in the
designated areas and Hazard Mitigation throughout the State.
Consistent with the requirement that Federal assistance is
supplemental, any Federal funds provided under the Stafford Act for
Public Assistance and Hazard Mitigation will be limited to 75
percent of the total eligible costs.
    Further, you are authorized to make changes to this declaration
for the approved assistance to the extent allowable under the
Stafford Act.

    The Federal Emergency Management Agency (FEMA) hereby gives notice
that pursuant to the authority vested in the Administrator, under
Executive Order 12148, as amended, Dolph A. Diemont, of FEMA is
appointed to act as the Federal Coordinating Officer for this major
disaster.
    The following areas of the State of Alaska have been designated as
adversely affected by this major disaster:

    Kodiak Island Borough for Public Assistance.
    All boroughs and Regional Educational Attendance Areas in the
State of Alaska are eligible to apply for assistance under the
Hazard Mitigation Grant Program.

The following Catalog of Federal Domestic Assistance Numbers (CFDA)
are to be used for reporting and drawing funds: 97.030, Community
Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis Counseling;
97.033, Disaster Legal Services; 97.034, Disaster Unemployment
Assistance (DUA); 97.046, Fire Management Assistance Grant; 97.048,
Disaster Housing Assistance to Individuals and Households In
Presidentially Declared Disaster Areas; 97.049, Presidentially
Declared Disaster Assistance--Disaster Housing Operations for
Individuals and Households; 97.050, Presidentially Declared Disaster
Assistance to Individuals and Households--Other Needs; 97.036,
Disaster Grants--Public Assistance (Presidentially Declared
Disasters); 97.039, Hazard Mitigation Grant.

W. Craig Fugate,
Administrator, Federal Emergency Management Agency.
[FR Doc. E9-31018 Filed 12-29-09; 8:45 am]

BILLING CODE 9111-23-P