[Federal Register Volume 81, Number 45 (Tuesday, March 8, 2016)]
[Notices]
[Pages 12165-12174]
[FR Doc No: 2016-05043]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32019; File No. 812-13754]

Apollo Investment Corporation, et al.; Notice of Application

March 2, 2016.
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 of Application: Applicants request an order to permit
certain business development companies and closed-end management
investment companies to co-invest in portfolio companies with each
other and with affiliated investment funds.
    Applicants: Apollo Investment Corporation (``AIC''), Apollo
Tactical Income Fund Inc. (``AIF''), Apollo Investment Management, L.P.
(``AIM''), Apollo Management VII, L.P., Apollo Management VIII, L.P.,
Apollo Global Real Estate Management, L.P., Apollo Capital Management,
L.P., Apollo SVF Management, L.P., Apollo Value Management, L.P.,
Apollo Europe Management, L.P., Apollo EPF Management, L.P., Apollo
Credit Opportunity Management III LLC, Apollo Credit Management II,
L.P., Apollo Credit Management (CLO), LLC, Apollo Credit Management II
GP, LLC, Athene Asset Management, L.P., Apollo Credit Management, LLC
(``ACM''), Apollo Palmetto Strategic Partnership, L.P., Apollo Special
Opportunities Managed Account, L.P., Apollo Investment Europe II, L.P.,
Apollo Credit Opportunity Fund III LP, Apollo Investment Fund VII,
L.P., Apollo Investment Fund VIII, L.P., Apollo

Commercial Real Estate Finance, Inc., ACREFI Management, LLC, Apollo
Credit Senior Loan Fund, L.P., Apollo Senior Floating Rate Fund Inc.
(``ASFRF''), ALM IV, Ltd., AGRE U.S. Real Estate Fund, L.P., ALM V,
Ltd., Apollo Longevity, LLC, A-A European Senior Debt Fund, L.P.,
Apollo Management Singapore Pte. Ltd., Apollo European Strategic
Management, L.P., Apollo European Strategic Investments (Holdings),
L.P., Apollo Residential Mortgage, Inc., ARM Manager, LLC, AGRE Debt
Fund I, L.P., AGRE-CRE Debt Manager, LLC, Apollo Natural Resources
Partners, L.P., Apollo Commodities Management, L.P., Financial Credit
Investment I, L.P., Financial Credit Investment I Manager, LLC, Apollo
European Senior Debt Management, LLC, Apollo/Palmetto Short-Maturity
Loan Portfolio, L.P., Apollo Credit Management (Senior Loans), LLC,
2011 Stone Tower HY Cayman Fund Trust, AGRE NA Management, LLC, ALM X,
Ltd., ALM VI, Ltd., ALM VII, Ltd., ALM VII (R), LTD., ALM VII (R)-2,
LTD., ALM VIII, Ltd., ALM IX, Ltd., ALM XI, Ltd., ALM XII, Ltd., ALM
XIV, Ltd., Apollo AF Loan Trust 2012, Apollo Asia Private Credit Master
Fund Pte., Ltd., Apollo Centre Street Management, LLC, Apollo Centre
Street Partnership, L.P., Apollo Credit Management (Senior Loans) II,
LLC, Apollo Credit Master Fund Ltd., Apollo Credit Strategies Master
Fund Ltd., Apollo EPF II Partnership, Apollo EPF Management II, L.P.,
Apollo European Credit Management, L.P., Apollo European Credit Master
Fund, L.P., Apollo SK Strategic Investments, L.P., Apollo SK Strategic
Management, LLC, Apollo ST Debt Advisors LLC, Apollo ST Fund Management
LLC, Apollo Structured Credit Recovery Master Fund II Ltd., Cornerstone
CLO Ltd., Rampart CLO 2006-I Ltd., Rampart CLO 2007 Ltd., Stone Tower
CLO V Ltd., Stone Tower CLO VI Ltd., Stone Tower CLO VII Ltd., Stone
Tower Loan Trust 2010, Stone Tower Loan Trust 2011, Merx Aviation
Finance, LLC (``Merx''), Athene Holding Ltd. (``Athene''), MidCap FinCo
Holdings Limited (``MidCap''), ALME Loan Funding 2013-1 Limited, ALME
Loan Funding II Limited, ALME Loan Funding IV B.V., ALME Loan Funding
III Limited, Apollo Capital Spectrum Fund, L.P., Apollo Capital
Spectrum Management, LLC, Apollo Credit Short Opportunities Master
Fund, L.P., Apollo Credit Short Opportunities Management, LLC, Apollo
Franklin Management, LLC, Apollo Franklin Partnership, L.P., Apollo
Structured Credit Recovery Management III LLC, Apollo Structured Credit
Recovery Master Fund III L.P., Apollo Total Return Management LLC,
Apollo Total Return Master Fund L.P., Apollo Zeus Strategic Management,
LLC, Apollo Zeus Strategic Investments, L.P., AP Investment Europe III,
L.P., AESI II, L.P., Apollo Lincoln Fixed Income Fund, L.P., Apollo
Lincoln Private Credit Fund, L.P., Apollo Emerging Markets Debt Master
Fund LP, Apollo Emerging Markets Fixed Income Strategies Fund, L.P.
Financial Credit Investment II, L.P., Financial Credit Investment II
Manager, LLC, Apollo U.S. Real Estate Fund II, L.P., ALM XIX, Ltd., ALM
XVI, Ltd., ALM XVII, Ltd., ALM XVIII, Ltd., Apollo A-N Credit Fund,
L.P., Apollo A-N Credit Management, LLC, Apollo Hercules Management,
LLC, Apollo Hercules Partners, L.P., Apollo Management International
LLP, Apollo Moultrie Credit Fund Management, LLC, Apollo Moultrie
Credit Fund, L.P., Apollo NA Management II, LLC, Apollo Tactical Value
SPN Investments, L.P., Apollo Tactical Value SPN Management, LLC,
Apollo Thunder Management, LLC, Apollo Thunder Partners, L.P., Apollo
Total Return Enhanced Management, LLC, Apollo Total Return Master Fund
Enhanced, L.P., Apollo Union Street Management, LLC, Apollo Union
Street Partners, L.P., Financial Credit Investment III Manager, LLC,
and Financial Credit Investment III, L.P.
    Filing Dates: The application was filed on February 16, 2010, and
amended on November 17, 2010, November 23, 2011, July 26, 2012,
February 12, 2013, March 21, 2014, November 26, 2014 and March 1, 2016.
    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 March 28, 2016, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
St. NE., Washington, DC 20549-1090. Applicants: 9 West 57th Street, New
York, NY 10019.

FOR FURTHER INFORMATION CONTACT: David J. Marcinkus, Senior Counsel, or
Dalia Blass, Assistant Chief Counsel, 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>.

Introduction

    1. The Applicants request an order of the Commission under Sections
17(d) and 57(i) and Rule 17d-1 thereunder (the ``Order'') to permit,
subject to the terms and conditions set forth in the application (the
``Conditions''), a Regulated Fund \1\ and one or more other Regulated
Funds and/or one or more Affiliated Funds \2\ to enter into Co-
Investment Transactions with each other. ``Co-Investment Transaction''
means any transaction in which a Regulated Fund (or its Wholly-Owned
Investment Sub) participated together with one or more Affiliated Funds
and/or one or more other Regulated Funds in reliance on the Order.
``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Fund (or its Wholly-Owned Investment
Sub) could not participate together with one or more Affiliated Funds
and/or one or more other Regulated Funds without obtaining and relying
on the Order.\3\
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    \1\ ``Regulated Funds'' means AIC, ASFRF, AIF, the Future
Regulated Funds and the BDC Downstream Funds (defined below).
``Future Regulated Fund'' means a closed-end management investment
company (a) that is registered under the Act or has elected to be
regulated as a BDC and (b) whose investment adviser is an Adviser.
    ``Adviser'' means AIM, ACM and the Existing Advisers to
Affiliated Funds (identified in Appendix A to the application)
together with any future investment adviser that (i) controls, is
controlled by or is under common control with AGM, (ii) is
registered as an investment adviser under the Advisers Act, and
(iii) is not a Regulated Fund or a subsidiary of a Regulated Fund.
    \2\ ``Affiliated Fund'' means any Existing Affiliated Fund
(identified in Appendix A to the application) or any entity (a)
whose investment adviser is an Adviser, (b) that would be an
investment company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of
the Act and (c) that is not a BDC Downstream Fund. Applicants
represent that no Existing Affiliated Fund is a BDC Downstream Fund.
    \3\ All existing entities that currently intend to rely on the
Order have been named as Applicants and any existing or future
entities that may rely on the Order in the future will comply with
its terms and Conditions set forth in the application.

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Applicants

    2. AIC is a closed-end management investment company incorporated
in Maryland that has elected to be regulated as a business development
company (``BDC'') under the Act.\4\ AIC's Board \5\ currently consists
of eight members, six of whom are Independent Directors.\6\ ASFRF and
AIF are Maryland corporations that are registered as closed-end
management investment companies. Each of ASFRF's and AIF's Board
currently consists of six members, four of whom are Independent
Directors.
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    \4\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in Section 55(a)(1) through
55(a)(3) and makes available significant managerial assistance with
respect to the issuers of such securities.
    \5\ ``Board'' means (i) with respect to a Regulated Fund other
than a BDC Downstream Fund, the board of directors (or the
equivalent) of the Regulated Fund and (ii) with respect to a BDC
Downstream Fund, the Independent Party of the BDC Downstream Fund.
    ``Independent Party'' means, with respect to a BDC Downstream
Fund, (i) if the BDC Downstream Fund has a board of directors (or
the equivalent), the board or (ii) if the BDC Downstream Fund does
not have a board of directors (or the equivalent), a transaction
committee or advisory committee of the BDC Downstream Fund.
    \6\ ``Independent Director'' means a member of the Board of any
relevant entity who is not an ``interested person'' as defined in
Section 2(a)(19) of the Act. No Independent Director of a Regulated
Fund (including any non-interested member of an Independent Party)
will have a financial interest in any Co-Investment Transaction,
other than indirectly through share ownership in one of the
Regulated Funds.
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    3. AIM, a Delaware limited partnership that is registered under the
Investment Advisers Act of 1940 (the ``Advisers Act''), serves as the
investment adviser to AIC. ACM, a Delaware limited liability company
that is registered as an investment adviser under the Advisers Act,
serves as investment adviser to ASFRF and AIF.
    4. Merx, a Delaware limited liability company, is a special purpose
vehicle owned by AIC. AIM serves as Merx's investment adviser.
Applicants state that Merx engages primarily in aircraft leasing and
related businesses and is thus excluded from investment company status
under Section 3(a). Merx is a BDC Downstream Fund.\7\ If Applicants
receive the requested Order, Merx may on occasion engage in Co-
Investment Transactions with other Regulated Funds and with Affiliated
Funds.\8\
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    \7\ ``BDC Downstream Fund'' means either (a) with respect to
AIC, Merx or (b) with respect to any Regulated Fund that is a BDC,
an entity (i) that the BDC directly or indirectly controls, (ii)
that is not controlled by any person other than the BDC (except a
person that indirectly controls the entity solely because it
controls the BDC), (iii) that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act, (iv) whose investment adviser
is an Adviser and (v) that is not a Wholly-Owned Investment Sub.
    \8\ Applicants believe that allowing the other Regulated Funds
and the Affiliated Funds to co-invest with Merx does not raise any
legal or policy concerns that are not otherwise raised by allowing a
Regulated Fund to co-invest with another Regulated Fund and/or one
or more Affiliated Funds because, in terms of its operation and
purpose, Merx differs from a private fund only in that it invests in
and operates aircraft subject to leases instead of in investment
securities.
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    5. The Existing Affiliated Funds are the investment funds
identified in Appendix A to the application. Applicants represent that
each Existing Affiliated Fund is a separate and distinct legal entity
and each, other than Athene and MidCap, would be an investment company
but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Act. Applicants
state that Athene Holding does not come within the definition of
investment company in Section 3(a)(1). As described in the application,
Applicants state that Athene engages in the insurance business through
wholly-owned subsidiary insurance companies which are excluded from
investment company status by either Rule 3a-6 or Section 3(c)(3).
Applicants state that Athene also invests through its controlled
affiliate MidCap, which currently is excluded from investment company
status by Section 3(b)(1), 3(c)(5) or 3(c)(6).\9\ As with the other
Affiliated Funds, each of Athene and MidCap is advised by an Adviser
pursuant to a separate investment management agreement.
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    \9\ Applicants state that, although Athene and MidCap may not
rely on section 3(c)(1), 3(c)(5)(c) or 3(c)(7) of the Act, as do the
other Existing Affiliated Funds, Applicants do not believe that
allowing Athene and MidCap to participate in Co-investment
Transactions as Affiliated Funds raises any additional legal or
policy concerns not otherwise raised by allowing a Regulated Fund to
co-invest with one or more Affiliated Funds. Specifically,
Applicants argue that Athene and MidCap are clients of Advisers the
same way that an Affiliated Fund relying on Section 3(c)(1) or
3(c)(7) is a client of an Adviser. Although a relatively small
portion of Athene's assets are managed by an investment adviser that
is not an Adviser, only the portion of Athene's assets for which an
Adviser has investment discretion will participate in Co-investment
Transactions. Athene and MidCap may continue to be an Affiliated
Fund in the future if it instead relies solely on Section 3(c)(1),
3(c)(5)(C) or 3(c)(7) and otherwise satisfies the criteria for an
``Affiliated Fund'' set out in the definition thereof.
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    6. The Existing Advisers to Affiliated Funds, identified in
Appendix A to the application, are the investment advisers to the
Existing Affiliated Funds. Each of the Existing Advisers to Affiliated
Funds is registered as an investment adviser under the Advisers Act.
    7. Each of the Applicants may be deemed to be controlled by Apollo
Global Management, LLC (``AGM''), a publicly traded company. AGM owns
controlling interests in the Advisers and, thus, may be deemed to
control the Regulated Funds and the Affiliated Funds. Applicants state
that AGM is a holding company and does not currently offer investment
advisory services to any person and is not expected to do so in the
future. Applicants state that as a result, AGM has not been included as
an Applicant.
    8. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\10\ Such a subsidiary
may be prohibited from investing in a Co-Investment Transaction with a
Regulated Fund (other than its parent) or any Affiliated Fund because
it would be a company controlled by its parent Regulated Entity for
purposes of Section 57(a)(4) and Rule 17d-1. Applicants request that
each Wholly-Owned Investment Sub be permitted to participate in Co-
Investment Transactions in lieu of the Regulated Entity that owns it
and that the Wholly-Owned Investment Sub's participation in any such
transaction be treated, for purposes of the Order, as though the parent
Regulated Fund were participating directly. 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 parent Regulated Fund and the Wholly-Owned
Investment Sub. The Board of the parent Regulated Fund 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 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 parent Regulated Fund proposes to participate in the same
Co-Investment Transaction with any of its Wholly-Owned Investment Subs,
the Board of the parent Regulated Fund will also be informed of, and
take into consideration, the relative participation

of the Regulated Fund and the Wholly-Owned Investment Sub.
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    \10\ ``Wholly-Owned Investment Sub'' means an entity (i) that is
wholly-owned by one of AIC, ASFRF, AIF or a Future Regulated Fund
(with such Regulated Fund at all times holding, beneficially and of
record, 100% of the voting and economic interests); (ii) whose sole
business purpose is to hold one or more investments on behalf of
such Regulated Fund; (iii) with respect to which such Regulated
Fund's Board has the sole authority to make all determinations with
respect to the entity's participation under the Conditions; 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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Applicants' Representations

A. Allocation Process

    9. Applicants state that the Advisers are presented with thousands
of investment opportunities each year on behalf of their clients and
must determine how to allocate those opportunities in a manner that,
over time, is fair and equitable to all of their clients. Such
investment opportunities may be Potential Co-Investment Transactions.
    10. Applicants represent that they have established processes for
allocating initial investment opportunities, opportunities for
subsequent investments in an issuer and dispositions of securities
holdings reasonably designed to treat all clients fairly and equitably.
Further, Applicants represent that these processes will be extended and
modified in a manner reasonably designed to ensure that the additional
transactions permitted under the Order will both (i) be fair and
equitable to the Regulated Funds and the Affiliated Funds and (ii)
comply with the Conditions.
    11. Specifically, applicants state that the Advisers are organized
and managed such that the individual portfolio managers, as well as the
teams and committees of portfolio managers, analysts and senior
management (``Investment Teams'' and ``Investment Committees''),
responsible for evaluating investment opportunities and making
investment decisions on behalf of clients are promptly notified of the
opportunities. If the requested Order is granted, the Advisers will
establish, maintain and implement policies and procedures reasonably
designed to ensure that, when such opportunities arise, the Advisers to
the relevant Regulated Funds are promptly notified and receive the same
information about the opportunity as any other Advisers considering the
opportunity for their clients. In particular, consistent with Condition
1, if a Potential Co-Investment Transaction falls within the then-
current Objectives and Strategies \11\ and any Board-Established
Criteria \12\ of a Regulated Fund, the policies and procedures will
require that the relevant portfolio managers, Investment Teams and
Investment Committees responsible for that Regulated Fund receive
sufficient information to allow the Regulated Fund's Adviser to make
its independent determination and recommendations under the Conditions.
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    \11\ ``Objectives and Strategies'' means (i) with respect to any
Regulated Fund other than a BDC Downstream Fund, its investment
objectives and strategies, as described in its most current
registration statement on Form N-2, other current filings with the
Commission under the Securities Act of 1933 (the ``Securities Act'')
or under the Securities Exchange Act of 1934, as amended, and its
most current report to stockholders, and (ii) with respect to any
BDC Downstream Fund, those investment objectives and strategies
described in its disclosure documents (including private placement
memoranda and reports to equity holders) and organizational
documents (including operating agreements).
    \12\ ``Board-Established Criteria'' means criteria that the
Board of a Regulated Fund may establish from time to time to
describe the characteristics of Potential Co-Investment Transactions
regarding which the Adviser to the Regulated Fund should be notified
under Condition 1. The Board-Established Criteria will be consistent
with the Regulated Fund's Objectives and Strategies. If no Board-
Established Criteria are in effect, then the Regulated Fund's
Adviser will be notified of all Potential Co-Investment Transactions
that fall within the Regulated Fund's then-current Objectives and
Strategies. Board-Established Criteria will be objective and
testable, meaning that they will be based on observable information,
such as industry/sector of the issuer, minimum EBITDA of the issuer,
asset class of the investment opportunity or required commitment
size, and not on characteristics that involve a discretionary
assessment. The Adviser to the Regulated Fund may from time to time
recommend criteria for the Board's consideration, but Board-
Established Criteria will only become effective if approved by a
majority of the Independent Directors. The Independent Directors of
a Regulated Fund may at any time rescind, suspend or qualify its
approval of any Board-Established Criteria, though Applicants
anticipate that, under normal circumstances, the Board would not
modify these criteria more often than quarterly.
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    12. The Adviser to each applicable Regulated Fund will then make an
independent determination of the appropriateness of the investment for
the Regulated Fund in light of the Regulated Fund's then-current
circumstances. If the Adviser to a Regulated Fund deems the Regulated
Fund's participation in such Potential Co-Investment Transaction to be
appropriate, then it will formulate a recommendation regarding the
proposed order amount for the Regulated Fund.
    13. Applicants state that, for each Regulated Fund and Affiliated
Fund whose Adviser recommends participating in a Potential Co-
Investment Transaction, the Adviser will submit a proposed order amount
to the internal trading function, which is comprised of a group of
individual traders who collect and execute trades. Applicants state
further that each proposed order amount may be reviewed and adjusted,
in accordance with the Advisers' written allocation policies and
procedures, by an allocation committee for the area in question (e.g.,
credit, private equity, real estate) on which senior management, legal
and compliance personnel from that area participate or, in the case of
issues involving multiple areas or AGM as a whole, an AGM-wide
allocation committee on which senior management, legal and compliance
personnel for AGM participate.\13\ The order of a Regulated Fund or
Affiliated Fund resulting from this process is referred to as its
``Internal Order''. The Internal Order will be submitted for approval
by the Required Majority of any participating Regulated Funds in
accordance with the Conditions.\14\
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    \13\ The reason for any such adjustment to a proposed order
amount will be documented in writing and preserved in the records of
the Advisers.
    \14\ ``Required Majority'' means a required majority, as defined
in Section 57(o) of the Act. In the case of a Regulated Fund that is
a registered closed-end fund, the Board members that make up the
Required Majority will be determined as if the Regulated Fund were a
BDC subject to Section 57(o). In the case of a BDC Downstream Fund
with a board of directors (or the equivalent), the members that make
up the Required Majority will be determined as if the BDC Downstream
Fund were a BDC subject to Section 57(o). In the case of a BDC
Downstream Fund with a transaction committee or advisory committee,
the committee members that make up the Required Majority will be
determined as if the BDC Downstream Fund were a BDC subject to
Section 57(o) and as if the committee members were directors of the
fund.
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    14. If the aggregate Internal Orders for a Potential Co-Investment
Transaction do not exceed the size of the investment opportunity
immediately prior to the submission of the orders to the underwriter,
broker, dealer or issuer, as applicable (the ``External Submission''),
then each Internal Order will be fulfilled as placed. If, on the other
hand, the aggregate Internal Orders for a Potential Co-Investment
Transaction exceed the size of the investment opportunity immediately
prior to the External Submission, then the allocation of the
opportunity will be made pro rata on the basis of the size of the
Internal Orders.\15\ If, subsequent to such External Submission, the
size of the opportunity is increased or decreased, or if the terms of
such opportunity, or the facts and circumstances applicable to the
Regulated Funds' or the Affiliated Funds' consideration of the
opportunity, change, the participants will be permitted to submit
revised Internal Orders in accordance with written

allocation policies and procedures that the Advisers will establish,
implement and maintain.\16\
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    \15\ The Advisers will maintain records of all proposed order
amounts, Internal Orders and External Submissions in conjunction
with Potential Co-Investment Transactions. Each applicable Adviser
will provide the Eligible Directors with information concerning the
Affiliated Funds' and Regulated Funds' order sizes to assist the
Eligible Directors with their review of the applicable Regulated
Fund's investments for compliance with the Conditions.
    ``Eligible Directors'' means, with respect to a Regulated Fund
and a Potential Co-Investment Transaction, the members of the
Regulated Fund's Board eligible to vote on that Potential Co-
Investment Transaction under Section 57(o) of the Act.
    \16\ However, if the size of the opportunity is decreased such
that the aggregate of the original Internal Orders would exceed the
amount of the remaining investment opportunity, then upon submitting
any revised order amount to the Board of a Regulated Fund for
approval, the Adviser to the Regulated Fund will also notify the
Board promptly of the amount that the Regulated Fund would receive
if the remaining investment opportunity were allocated pro rata on
the basis of the size of the original Internal Orders. The Board of
the Regulated Fund will then either approve or disapprove of the
investment opportunity in accordance with condition 2, 6, 7, 8 or 9,
as applicable.
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B. Follow-On Investments

    15. Applicants state that from time to time the Regulated Funds and
Affiliated Funds may have opportunities to make Follow-On Investments
\17\ in an issuer in which a Regulated Fund and one or more other
Regulated Funds and/or Affiliated Funds previously have invested.
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    \17\ ``Follow-On Investment'' means an additional investment in
the same issuer, including, but not limited to, through the exercise
of warrants, conversion privileges or other rights to purchase
securities of the issuer.
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    16. Applicants propose that Follow-On Investments would be divided
into two categories depending on whether the prior investment was a Co-
Investment Transaction or a Pre-Boarding Investment.\18\ If the
Regulated Funds and Affiliated Funds had previously participated in a
Co-Investment Transaction with respect to the issuer, then the terms
and approval of the Follow-On Investment would be subject to the
Standard Review Follow-Ons described in Condition 8. If the Regulated
Funds and Affiliated Funds have not previously participated in a Co-
Investment Transaction with respect to the issuer but hold a Pre-
Boarding Investment, then the terms and approval of the Follow-On
Investment would be subject to the Enhanced-Review Follow-Ons described
in Condition 9. All Enhanced Review Follow-Ons require the approval of
the Required Majority. For a given issuer, the participating Regulated
Funds and Affiliated Funds would need to comply with the requirements
of Enhanced-Review Follow-Ons only for the first Co-Investment
Transaction. Subsequent Co-Investment Transactions with respect to the
issuer would be governed by the requirements of Standard Review Follow-
Ons.
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    \18\ ``Pre-Boarding Investments'' are investments in an issuer
held by a Regulated Fund as well as one or more Affiliated Funds
and/or one or more other Regulated Funds that: (i) were acquired
prior to participating in any Co-Investment Transaction; (ii) were
acquired in transactions in which the only term negotiated by or on
behalf of such funds was price; and (iii) were acquired either: (A)
in reliance on one of the JT No-Action Letters (defined below); or
(B) in transactions occurring at least 90 days apart and without
coordination between the Regulated Fund and any Affiliated Fund or
other Regulated Fund.
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    17. A Regulated Fund would be permitted to invest in Standard
Review Follow-Ons either with the approval of the Required Majority
under Condition 8(c) or without Board approval under Condition 8(b) if
it is (i) a Pro Rata Follow-On Investment \19\ or (ii) a Non-Negotiated
Follow-On Investment.\20\ Applicants believe that these Pro Rata and
Non-Negotiated Follow-On Investments do not present a significant
opportunity for overreaching on the part of any Adviser and thus do not
warrant the time or the attention of the Board. Pro Rata Follow-One
Investments and Non-Negotiated Follow-On Investments remain subject to
the Board's periodic review in accordance with Condition 10.
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    \19\ A ``Pro Rata Follow-On Investment'' is a Follow-On
Investment (i) in which the participation of each Affiliated Fund
and each Regulated Fund is proportionate to its outstanding
investments in the issuer or security, as appropriate, immediately
preceding the Follow-On Investment, and (ii) in the case of a
Regulated Fund, a majority of the Board has approved the Regulated
Fund's participation in the pro rata Follow-On Investments as being
in the best interests of the Regulated Fund. The Regulated Fund's
Board may refuse to approve, or at any time rescind, suspend or
qualify, its approval of Pro Rata Follow-On Investments, in which
case all subsequent Follow-On Investments will be submitted to the
Regulated Fund's Eligible Directors in accordance with Condition
8(c).
    \20\ A ``Non-Negotiated Follow-On Investment'' is a Follow-On
Investment in which a Regulated Fund participates together with one
or more Affiliated Funds and/or one or more other Regulated Funds
(i) in which the only term negotiated by or on behalf of the funds
is price and (ii) with respect to which, if the transaction were
considered on its own, the funds would be entitled to rely on one of
the JT No-Action Letters.
    ``JT No-Action Letters'' means SMC Capital, Inc., SEC No-Action
Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life
Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).
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C. Dispositions

    18. Applicants propose that Dispositions \21\ would be divided into
two categories. If the Regulated Funds and Affiliated Funds holding
investments in the issuer had previously participated in a Co-
Investment Transaction with respect to the issuer, then the terms and
approval of the Disposition would be subject to the Standard Review
Dispositions described in Condition 6. If the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer but hold a Pre-Boarding
Investment, then the terms and approval of the Disposition would be
subject to the Enhanced Review Dispositions described in Condition 7.
Subsequent Dispositions with respect to the same issuer would be
governed by Condition 6 under the Standard Review Dispositions.\22\
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    \21\ ``Disposition'' means the sale, exchange or other
disposition of an interest in a security of an issuer.
    \22\ However, with respect to an issuer, if a Regulated Fund's
first Co-Investment Transaction is an Enhanced Review Disposition,
and the Regulated Fund does not dispose of its entire position in
the Enhanced Review Disposition, then before such Regulated Fund may
complete its first Standard Review Follow-On in such issuer, the
Eligible Directors must review the proposed Follow-On Investment not
only on a stand-alone basis but also in relation to the total
economic exposure in such issuer (i.e., in combination with the
portion of the Pre-Boarding Investment not disposed of in the
Enhanced Review Disposition), and the other terms of the
investments. This additional review would be required because such
findings would not have been required in connection with the prior
Enhanced Review Disposition, but they would have been required had
the first Co-Investment Transaction been an Enhanced Review Follow-
On.
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    19. A Regulated Fund may participate in a Standard Review
Disposition either with the approval of the Required Majority under
Condition 6(d) or without Board approval under Condition 6(c) if (i)
the Disposition is a Pro Rata Disposition \23\ or (ii) the securities
are Tradable Securities \24\ and the Disposition meets the other
requirements of Condition 6(c)(ii). Pro Rata Dispositions and
Dispositions of a Tradable Security remain subject to the Board's
periodic review in accordance with Condition 10.
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    \23\ A ``Pro Rata Disposition'' is a Disposition (i) in which
the participation of each Affiliated Fund and each Regulated Fund is
proportionate to its outstanding investment in the security subject
to Disposition immediately preceding the Disposition; and (ii) in
the case of a Regulated Fund, a majority of the Board has approved
the Regulated Fund's participation in pro rata Dispositions as being
in the best interests of the Regulated Fund. The Regulated Fund's
Board may refuse to approve, or at any time rescind, suspend or
qualify, its approval of Pro Rata Dispositions, in which case all
subsequent Dispositions will be submitted to the Regulated Fund's
Eligible Directors.
    \24\ ``Tradable Security'' means a security that meets the
following criteria at the time of Disposition: (i) It trades on a
national securities exchange or designated offshore securities
market as defined in rule 902(b) under the Securities Act; (ii) it
is not subject to restrictive agreements with the issuer or other
security holders; and (iii) it trades with sufficient volume and
liquidity (findings as to which are documented by the Advisers to
any Regulated Funds holding investments in the issuer and retained
for the life of the Regulated Fund) to allow each Regulated Fund to
dispose of its entire position remaining after the proposed
Disposition within a short period of time not exceeding 30 days at
approximately the value (as defined by section 2(a)(41) of the Act)
at which the Regulated Fund has valued the investment.
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D. Delayed Settlement

    20. Applicants represent that under the terms and Conditions of the
Application, all Regulated Funds and Affiliated Funds participating in
a Co-

Investment Transaction will invest at the same time, for the same price
and with the same terms, conditions, class, registration rights and any
other rights, so that none of them receives terms more favorable than
any other. However, the settlement date for an Affiliated Fund in a Co-
Investment Transaction may occur up to ten business days after the
settlement date for the Regulated Fund, and vice versa.\25\
Nevertheless, in all cases, (i) the date on which the commitment of the
Affiliated Funds and Regulated Funds is made will be the same even
where the settlement date is not and (ii) the earliest settlement date
and the latest settlement date of any Affiliated Fund or Regulated Fund
participating in the transaction will occur within ten business days of
each other.
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    \25\ Applicants state this may occur for two reasons. First,
when the Affiliated Fund or Regulated Fund is not yet fully funded
because, when the Affiliated Fund or Regulated Fund desires to make
an investment, it must call capital from its investors to obtain the
financing to make the investment, and in these instances, the notice
requirement to call capital could be as much as ten business days.
Second, where, for tax or regulatory reasons, an Affiliated Fund or
Regulated Fund does not purchase new issuances immediately upon
issuance but only after a short seasoning period of up to ten
business days.
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E. Holders

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

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
participation by a registered investment company and an affiliated
person in any ``joint enterprise or other joint arrangement or profit-
sharing plan,'' as defined in the rule, without prior approval by the
Commission by order upon application. Section 17(d) of the Act and rule
17d-1 under the Act are applicable to Regulated Funds that are
registered closed-end investment companies.
    2. Similarly, with regard to BDCs, section 57(a)(4) of the Act
generally prohibits certain persons specified in section 57(b) from
participating in joint transactions with the BDC or a company
controlled by the BDC in contravention of rules as prescribed by the
Commission. Section 57(i) of the Act provides that, until the
Commission prescribes rules under section 57(a)(4), the Commission's
rules under section 17(d) of the Act applicable to registered closed-
end investment companies will be deemed to apply to transactions
subject to section 57(a)(4). Because the Commission has not adopted any
rules under section 57(a)(4), rule 17d-1 also applies to joint
transactions with Regulated Funds that are BDCs.
    3. Co-Investment Transactions are prohibited by either or both of
Rule 17d-1 and Section 57(a)(4) without a prior exemptive order of the
Commission to the extent that the Affiliated Funds and the Regulated
Funds participating in such transactions fall within the category of
persons described by Rule 17d-1 and/or Section 57(b), as applicable,
vis-[agrave]-vis each participating Regulated Fund. Each of the
participating Regulated Funds and Affiliated Funds may be deemed to be
affiliated persons vis-[agrave]-vis a Regulated Fund within the meaning
of section 2(a)(3) by reason of common control because (i) controlled
affiliates of AGM manage each of the Affiliated Funds and ASFRF and AIF
and may be deemed to control any future Regulated Fund, (ii) AGM
controls AIM, which manages AIC, and (iii) AIC Downstream Funds, are,
and, in the future will be, deemed to be controlled by AIM, AIC or
certain of AIC's subsidiaries. Thus, each of the Affiliated Funds could
be deemed to be a person related to the AIC Funds in a manner described
by Section 57(b) and related to the other Regulated Funds in a manner
described by Rule 17d-1; and therefore the prohibitions of Rule 17d-1
and Section 57(a)(4) would apply respectively to prohibit the
Affiliated Funds from participating in Co-Investment Transactions with
the Regulated Funds.
    4. In passing upon applications under rule 17d-1, the Commission
considers whether the company's participation in the joint transaction
is consistent with the provisions, policies, and purposes of the Act
and the extent to which such participation is on a basis different from
or less advantageous than that of other participants.
    5. Applicants state that in the absence of the requested relief, in
many circumstances the Regulated Funds would be limited in their
ability to participate in attractive and appropriate investment
opportunities. Applicants state that, as required by Rule 17d-1(b), the
Conditions ensure that the terms on which Co-Investment Transactions
may be made will be consistent with the participation of the Regulated
Funds being on a basis that it is neither different from nor less
advantageous than other participants, thus protecting the equity
holders of any participant from being disadvantaged. Applicants further
state that the Conditions ensure that all Co-Investment Transactions
are reasonable and fair to the Regulated Funds and their shareholders
and do not involve overreaching by any person concerned, including the
Advisers. Applicants state that the Regulated Funds' participation in
the Co-Investment Transactions in accordance with the Conditions will
be consistent with the provisions, policies, and purposes of the Act
and would be done in a manner that is not different from, or less
advantageous than, that of other participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
Conditions:
    1. Identification and Referral of Potential Co-Investment
Transactions.
    (a) The Advisers will establish, maintain and implement policies
and procedures reasonably designed to ensure that each Adviser is
promptly notified of all Potential Co-Investment Transactions that fall
within the then-current Objectives and Strategies and Board-Established
Criteria of any Regulated Fund the Adviser manages.
    (b) When an Adviser to a Regulated Fund is notified of a Potential
Co-Investment Transaction under Condition 1(a), the Adviser will make
an independent determination of the appropriateness of the investment
for the Regulated Fund in light of the Regulated Fund's then-current
circumstances.
    2. Board Approvals of Co-Investment Transactions.
    (a) If the Adviser deems a Regulated Fund's participation in any
Potential Co-Investment Transaction to be appropriate for the Regulated
Fund, it will then determine an appropriate level of investment for the
Regulated Fund.
    (b) If the aggregate amount recommended by the Advisers to be

invested in the Potential Co-Investment Transaction by the
participating Regulated Funds and any participating Affiliated Funds,
collectively, exceeds the amount of the investment opportunity, the
investment opportunity will be allocated among them pro rata based on
the size of the Internal Orders, as described in section III.A.1.b. of
the application. Each Adviser to a participating Regulated Fund will
promptly notify and provide the Eligible Directors with information
concerning the Affiliated Funds' and Regulated Funds' order sizes to
assist the Eligible Directors with their review of the applicable
Regulated Fund's investments for compliance with these Conditions.
    (c) After making the determinations required in Condition 1(b)
above, each Adviser to a participating Regulated Fund will distribute
written information concerning the Potential Co-Investment Transaction
(including the amount proposed to be invested by each participating
Regulated Fund and each participating Affiliated Fund) to the Eligible
Directors of its participating Regulated Fund(s) for their
consideration. A Regulated Fund will enter into a Co-Investment
Transaction with one or more other Regulated Funds or Affiliated Funds
only if, prior to the Regulated Fund's participation in the Potential
Co-Investment Transaction, a Required Majority concludes that:
    (i) The terms of the transaction, including the consideration to be
paid, are reasonable and fair to the Regulated Fund and its equity
holders and do not involve overreaching in respect of the Regulated
Fund or its equity holders on the part of any person concerned;
    (ii) the transaction is consistent with:
    (A) The interests of the Regulated Fund's equity holders; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Fund(s) or Affiliated
Fund(s) would not disadvantage the Regulated Fund, and participation by
the Regulated Fund would not be on a basis different from, or less
advantageous than, that of any other Regulated Fund(s) or Affiliated
Fund(s) participating in the transaction; provided that the Required
Majority shall not be prohibited from reaching the conclusions required
by this Condition 2(c)(iii) if:
    (A) The settlement date for another Regulated Fund or an Affiliated
Fund in a Co-Investment Transaction is later than the settlement date
for the Regulated Fund by no more than ten business days or earlier
than the settlement date for the Regulated Fund by no more than ten
business days, in either case, so long as: (x) The date on which the
commitment of the Affiliated Funds and Regulated Funds is made is the
same; and (y) the earliest settlement date and the latest settlement
date of any Affiliated Fund or Regulated Fund participating in the
transaction will occur within ten business days of each other; or
    (B) any other Regulated Fund or Affiliated Fund, but not the
Regulated Fund itself, gains the right to nominate a director for
election to a portfolio company's board of directors, the right to have
a board observer or any similar right to participate in the governance
or management of the portfolio company so long as: (x) The Eligible
Directors will have the right to ratify the selection of such director
or board observer, if any; (y) the Adviser agrees to, and does, provide
periodic reports to the Regulated Fund's Board with respect to the
actions of such director or the information received by such board
observer or obtained through the exercise of any similar right to
participate in the governance or management of the portfolio company;
and (z) any fees or other compensation that any other Regulated Fund or
Affiliated Fund or any affiliated person of any other Regulated Fund or
Affiliated Fund receives in connection with the right of one or more
Regulated Funds or Affiliated Funds to nominate a director or appoint a
board observer or otherwise to participate in the governance or
management of the portfolio company will be shared proportionately
among any participating Affiliated Funds (who may, in turn, share their
portion with their affiliated persons) and any participating Regulated
Fund(s) in accordance with the amount of each such party's investment;
and
    (iv) the proposed investment by the Regulated Fund will not involve
compensation, remuneration or a direct or indirect \26\ financial
benefit to the Advisers, any other Regulated Fund, the Affiliated Funds
or any affiliated person of any of them (other than the parties to the
Co-Investment Transaction), except (A) to the extent permitted by
Condition 14, (B) to the extent permitted by Section 17(e) or 57(k), as
applicable, (C) indirectly, as a result of an interest in the
securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in Condition 2(c)(iii)(B)(z).
---------------------------------------------------------------------------

    \26\ For example, procuring the Regulated Fund's investment in a
Potential Co-Investment Transaction to permit an affiliate to
complete or obtain better terms in a separate transaction would
constitute an indirect financial benefit.
---------------------------------------------------------------------------

    3. Right to Decline. Each Regulated Fund has the right to decline
to participate in any Potential Co-Investment Transaction or to invest
less than the amount proposed.
    4. General Limitation. Except for Follow-On Investments made in
accordance with Conditions 8 and 9 below,\27\ a Regulated Fund will not
invest in reliance on the Order in any issuer in which a Related Party
has an investment.\28\
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    \27\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
    \28\ ``Related Party'' means (i) any Close Affiliate and (ii) in
respect of matters as to which any Adviser has knowledge, any Remote
Affiliate.
     ``Close Affiliate'' means the Advisers, the Regulated Funds,
the Affiliated Funds and any other person described in Section 57(b)
(after giving effect to Rule 57b-1) in respect of any Regulated Fund
(treating any registered investment company or series thereof as a
BDC for this purpose) except for limited partners included solely by
reason of the reference in Section 57(b) to Section 2(a)(3)(D).
    ``Remote Affiliate'' means any person described in Section 57(e)
in respect of any Regulated Fund (treating any registered investment
company or series thereof as a BDC for this purpose) and any limited
partner holding 5% or more of the relevant limited partner interests
that would be a Close Affiliate but for the exclusion in that
definition.
---------------------------------------------------------------------------

    5. Same Terms and Conditions. A Regulated Fund will not participate
in any Potential Co-Investment Transaction unless (i) the terms,
conditions, price, class of securities to be purchased, date on which
the commitment is entered into and registration rights (if any) will be
the same for each participating Regulated Fund and Affiliated Fund and
(ii) the earliest settlement date and the latest settlement date of any
participating Regulated Fund or Affiliated Fund will occur as close in
time as practicable and in no event more than ten business days apart.
The grant to one or more Regulated Funds or Affiliated Funds, but not
the respective Regulated Fund, of the right to nominate a director for
election to a portfolio company's board of directors, the right to have
an observer on the board of directors or similar rights to participate
in the governance or management of the portfolio company will not be
interpreted so as to violate this Condition 5, if Condition
2(c)(iii)(B) is met.
    6. Standard Review Dispositions.
    (a) General. If any Regulated Fund or Affiliated Fund elects to
sell, exchange or otherwise dispose of an interest in a security and
one or more Regulated Funds and Affiliated Funds have previously
participated in a Co-

Investment Transaction with respect to the issuer, then:
    (i) The Adviser to such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds an investment in the issuer of
the proposed Disposition at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition.
    (b) Same Terms and Conditions. Each Regulated Fund will have the
right to participate in such Disposition on a proportionate basis, at
the same price and on the same terms and conditions as those applicable
to the Affiliated Funds and any other Regulated Fund.
    (c) No Board Approval Required. A Regulated Fund may participate in
such a Disposition without obtaining prior approval of the Required
Majority if:
    (i)(A) The participation of each Regulated Fund and Affiliated Fund
in such Disposition is proportionate to its then-current holding of the
security (or securities) of the issuer that is (or are) the subject of
the Disposition; \29\ (B) the Board of the Regulated Fund has approved
as being in the best interests of the Regulated Fund the ability to
participate in such Dispositions on a pro rata basis (as described in
greater detail in the application); and (C) the Board of the Regulated
Fund is provided on a quarterly basis with a list of all Dispositions
made in accordance with this Condition; or
---------------------------------------------------------------------------

    \29\ In the case of any Disposition, proportionality will be
measured by each participating Regulated Fund's and Affiliated
Fund's outstanding investment in the security in question
immediately preceding the Disposition.
---------------------------------------------------------------------------

    (ii) each security is a Tradable Security and (A) the Disposition
is not to the issuer or any affiliated person of the issuer; and (B)
the security is sold for cash in a transaction in which the only term
negotiated by or on behalf of the participating Regulated Funds and
Affiliated Funds is price.
    (d) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Directors and the Regulated Fund will
participate in such Disposition solely to the extent that a Required
Majority determines that it is in the Regulated Fund's best interests.
    7. Enhanced Review Dispositions.
    (a) General. If any Regulated Fund or Affiliated Fund elects to
sell, exchange or otherwise dispose of a Pre-Boarding Investment in a
Potential Co-Investment Transaction and the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer:
    (i) The Adviser to such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds an investment in the issuer of
the proposed Disposition at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition; and
    (iii) the Advisers will provide to the Board of each Regulated Fund
that holds an investment in the issuer all information relating to the
existing investments in the issuer of the Regulated Funds and
Affiliated Funds, including the terms of such investments and how they
were made, that is necessary for the Required Majority to make the
findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Directors, and the Regulated Fund will participate in such Disposition
solely to the extent that a Required Majority determines that:
    (i) The Disposition complies with Conditions 2(c)(i), (ii),
(iii)(A), and (iv);
    (ii) the making and holding of the Pre-Boarding Investments were
not prohibited by Section 57 or Rule 17d-1, as applicable, and records
the basis for the finding in the Board minutes.
    (c) Additional Requirements. The Disposition may only be completed
in reliance on the Order if:
    (i) Same Terms and Conditions. Each Regulated Fund has the right to
participate in such Disposition on a proportionate basis, at the same
price and on the same terms and conditions as those applicable to the
Affiliated Funds and any other Regulated Fund;
    (ii) Original Investments. All of the Affiliated Funds' and
Regulated Funds' investments in the issuer are Pre-Boarding
Investments;
    (iii) Advice of counsel. Independent counsel to the Board advises
that the making and holding of the investments in the Pre-Boarding
Investments were not prohibited by Section 57 (as modified by Rule 57b-
1) or Rule 17d-1, as applicable;
    (iv) Multiple Classes of Securities. All Regulated Funds and
Affiliated Funds that hold Pre-Boarding Investments in the issuer
immediately before the time of completion of the Co-Investment
Transaction hold the same security or securities of the issuer. For the
purpose of determining whether the Regulated Funds and Affiliated Funds
hold the same security or securities, they may disregard any security
held by some but not all of them if, prior to relying on the Order, the
Required Majority is presented with all information necessary to make a
finding, and finds, that: (x) Any Regulated Fund's or Affiliated Fund's
holding of a different class of securities (including for this purpose
a security with a different maturity date) is immaterial \30\ in
amount, including immaterial relative to the size of the issuer; and
(y) the Board records the basis for any such finding in its minutes. In
addition, securities that differ only in respect of issuance date,
currency, or denominations may be treated as the same security; and
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    \30\ In determining whether a holding is ``immaterial'' for
purposes of the Order, the Required Majority will consider whether
the nature and extent of the interest in the transaction or
arrangement is sufficiently small that a reasonable person would not
believe that the interest affected the determination of whether to
enter into the transaction or arrangement or the terms of the
transaction or arrangement.
---------------------------------------------------------------------------

    (v) No control. The Affiliated Funds, the other Regulated Funds and
their affiliated persons (within the meaning of Section 2(a)(3)(C) of
the Act), individually or in the aggregate, do not control the issuer
of the securities (within the meaning of Section 2(a)(9) of the Act).
    8. Standard Review Follow-Ons.
    (a) General. If any Regulated Fund or Affiliated Fund desires to
make a Follow-On Investment in an issuer and the Regulated Funds and
Affiliated Funds holding investments in the issuer previously
participated in a Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds securities of the portfolio
company of the proposed transaction at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such
Regulated Fund.
    (b) No Board Approval Required. A Regulated Fund may participate in
the Follow-On Investment without obtaining prior approval of the
Required Majority if:
    (i)(A) The proposed participation of each Regulated Fund and each
Affiliated Fund in such investment is proportionate to its outstanding
investments in the issuer or the security at issue, as appropriate,\31\
immediately

preceding the Follow-On Investment; and (B) the Board of the Regulated
Fund has approved as being in the best interests of the Regulated Fund
the ability to participate in Follow-On Investments on a pro rata basis
(as described in greater detail in the Application); or
---------------------------------------------------------------------------

    \31\ To the extent that a Follow-On Investment opportunity is in
a security or arises in respect of a security held by the
participating Regulated Funds and Affiliated Funds, proportionality
will be measured by each participating Regulated Fund's and
Affiliated Fund's outstanding investment in the security in question
immediately preceding the Follow-On Investment using the most recent
available valuation thereof. To the extent that a Follow-On
Investment opportunity relates to an opportunity to invest in a
security that is not in respect of any security held by any of the
participating Regulated Funds or Affiliated Funds, proportionality
will be measured by each participating Regulated Fund's and
Affiliated Fund's outstanding investment in the issuer immediately
preceding the Follow-On Investment using the most recent available
valuation thereof.
---------------------------------------------------------------------------

    (ii) it is a Non-Negotiated Follow-On Investment.
    (c) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Directors and the Regulated Fund will
participate in such Follow-On Investment solely to the extent that a
Required Majority makes the determinations set forth in Condition 2(c).
If the only previous Co-Investment Transaction with respect to the
issuer was an Enhanced Review Disposition the Eligible Directors must
complete this review of the proposed Follow-On Investment both on a
stand-alone basis and together with the Pre-Boarding Investments in
relation to the total economic exposure and other terms of the
investment.
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds' and the
Affiliated Funds' outstanding investments in the issuer or the security
at issue, as appropriate, immediately preceding the Follow-On
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated
Funds and any participating Affiliated Funds, collectively, exceeds the
amount of the investment opportunity, then the Follow-On Investment
opportunity will be allocated among them pro rata based on the size of
the Internal Orders, as described in section III.A.1.b. of the
application.
    (e) Other Conditions. The acquisition of Follow-On Investments as
permitted by this Condition will be considered a Co-Investment
Transaction for all purposes and subject to the other Conditions set
forth in the application.
    9. Enhanced Review Follow-Ons.
    (a) General. If any Regulated Fund or Affiliated Fund desires to
make a Follow-On Investment in an issuer that is a Potential Co-
Investment Transaction and the Regulated Funds and Affiliated Funds
holding investments in the issuer have not previously participated in a
Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds securities of the portfolio
company of the proposed transaction at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such
Regulated Fund; and
    (iii) the Advisers will provide to the Board of each Regulated Fund
that holds an investment in the issuer all information relating to the
existing investments in the issuer of the Regulated Funds and
Affiliated Funds, including the terms of such investments and how they
were made, that is necessary for the Required Majority to make the
findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Directors, and the Regulated Fund will participate in such Follow-On
Investment solely to the extent that a Required Majority reviews the
proposed Follow-On Investment both on a stand-alone basis and together
with the Pre-Boarding Investments in relation to the total economic
exposure and other terms and makes the determinations set forth in
Condition 2(c). In addition, the Follow-On Investment may only be
completed in reliance on the Order if the Required Majority of each
participating Regulated Fund determines that the making and holding of
the Pre-Boarding Investments were not prohibited by Section 57 (as
modified by Rule 57b-1) or Rule 17d-1, as applicable. The basis for the
Board's findings will be recorded in its minutes.
    (c) Additional Requirements. The Follow-On Investment may only be
completed in reliance on the Order if:
    (i) Original Investments. All of the Affiliated Funds' and
Regulated Funds' investments in the issuer are Pre-Boarding
Investments;
    (ii) Advice of counsel. Independent counsel to the Board advises
that the making and holding of the investments in the Pre-Boarding
Investments were not prohibited by Section 57 (as modified by Rule 57b-
1) or Rule 17d-1, as applicable;
    (iii) Multiple Classes of Securities. All Regulated Funds and
Affiliated Funds that hold Pre-Boarding Investments in the issuer
immediately before the time of completion of the Co-Investment
Transaction hold the same security or securities of the issuer. For the
purpose of determining whether the Regulated Funds and Affiliated Funds
hold the same security or securities, they may disregard any security
held by some but not all of them if, prior to relying on the Order, the
Required Majority is presented with all information necessary to make a
finding, and finds, that: (x) Any Regulated Fund's or Affiliated Fund's
holding of a different class of securities (including for this purpose
a security with a different maturity date) is immaterial in amount,
including immaterial relative to the size of the issuer; and (y) the
Board records the basis for any such finding in its minutes. In
addition, securities that differ only in respect of issuance date,
currency, or denominations may be treated as the same security; and
    (iv) No control. The Affiliated Funds, the other Regulated Funds
and their affiliated persons (within the meaning of Section 2(a)(3)(C)
of the Act), individually or in the aggregate, do not control the
issuer of the securities (within the meaning of Section 2(a)(9) of the
Act).
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds' and the
Affiliated Funds' outstanding investments in the issuer or the security
at issue, as appropriate, immediately preceding the Follow-On
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated
Funds and any participating Affiliated Funds, collectively, exceeds the
amount of the investment opportunity, then the Follow-On Investment
opportunity will be allocated among them pro rata based on the size of
the Internal Orders, as described in section III.A.1.b. of the
application.
    (e) Other Conditions. The acquisition of Follow-On Investments as
permitted by this Condition will be considered a Co-Investment
Transaction for all

purposes and subject to the other Conditions set forth in the
application.
    10. Board Reporting, Compliance and Annual Re-Approval.
    (a) Each Adviser to a Regulated Fund will present to the Board of
each Regulated Fund, on a quarterly basis, and at such other times as
the Board may request, (i) a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Funds or any
of the Affiliated Funds during the preceding quarter that fell within
the Regulated Fund's then-current Objectives and Strategies and Board-
Established Criteria that were not made available to the Regulated
Fund, and an explanation of why such investment opportunities were not
made available to the Regulated Fund; (ii) a record of all Follow-On
Investments in and Dispositions of investments in any issuer in which
the Regulated Fund holds any investments by any Affiliated Fund or
other Regulated Fund during the prior quarter; and (iii) all
information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by other Regulated
Funds or Affiliated Funds that the Regulated Fund considered but
declined to participate in, so that the Independent Directors, may
determine whether all Potential Co-Investment Transactions and Co-
Investment Transactions during the preceding quarter, including those
investments that the Regulated Fund considered but declined to
participate in, comply with the Conditions.
    (b) All information presented to the Regulated Fund's Board
pursuant to this Condition will be kept for the life of the Regulated
Fund and at least two years thereafter, and will be subject to
examination by the Commission and its staff.
    (c) Each Regulated Fund's chief compliance officer, as defined in
rule 38a-1(a)(4), will prepare an annual report for its Board each year
that evaluates (and documents the basis of that evaluation) the
Regulated Fund's compliance with the terms and Conditions of the
application and the procedures established to achieve such compliance.
In the case of a BDC Downstream Fund that does not have a chief
compliance officer, the chief compliance officer of the BDC that
controls the BDC Downstream Fund will prepare the report for the
relevant Independent Party.
    (d) The Independent Directors (including the non-interested members
of each Independent Party) will consider at least annually whether
continued participation in new and existing Co-Investment Transactions
is in the Regulated Fund's best interests.
    11. Record Keeping. Each Regulated Fund will maintain the records
required by Section 57(f)(3) of the Act as if each of the Regulated
Funds were a BDC and each of the investments permitted under these
Conditions were approved by the Required Majority under Section 57(f).
    12. Director Independence. No Independent Director (including the
non-interested members of any Independent Party) of a Regulated Fund
will also be a director, general partner, managing member or principal,
or otherwise be an ``affiliated person'' (as defined in the Act) of any
Affiliated Fund.
    13. Expenses. The expenses, if any, associated with acquiring,
holding or disposing of any securities acquired in a Co-Investment
Transaction (including, without limitation, the expenses of the
distribution of any such securities registered for sale under the
Securities Act) will, to the extent not payable by the Advisers under
their respective advisory agreements with the Regulated Funds and the
Affiliated Funds, be shared by the Regulated Funds and the
participating Affiliated Funds in proportion to the relative amounts of
the securities held or being acquired or disposed of, as the case may
be.
    14. Transaction Fees.\32\ Any transaction fee (including break-up,
structuring, monitoring or commitment fees but excluding brokerage or
underwriting compensation permitted by Section 17(e) or 57(k)) received
in connection with any Co-Investment Transaction will be distributed to
the participants on a pro rata basis based on the amounts they invested
or committed, as the case may be, in such Co-Investment Transaction. If
any transaction fee is to be held by an Adviser pending consummation of
the transaction, the fee will be deposited into an account maintained
by the Adviser at a bank or banks having the qualifications prescribed
in Section 26(a)(1), and the account will earn a competitive rate of
interest that will also be divided pro rata among the participants.
None of the Advisers, the Affiliated Funds, the other Regulated Funds
or any affiliated person of the Affiliated Funds or the Regulated Funds
will receive any additional compensation or remuneration of any kind as
a result of or in connection with a Co-Investment Transaction other
than (i) in the case of the Regulated Funds and the Affiliated Funds,
the pro rata transaction fees described above and fees or other
compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or
underwriting compensation permitted by Section 17(e) or 57(k) or (iii)
in the case of the Advisers, investment advisory compensation paid in
accordance with investment advisory agreements between the applicable
Regulated Fund(s) or Affiliated Fund(s) and its Adviser.
---------------------------------------------------------------------------

    \32\ Applicants are not requesting and the Commission is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    15. If the Holders own in the aggregate more than 25 percent of the
Shares of a Regulated Fund, then the Holders will vote such Shares as
directed by an independent third party (such as the trustee of a voting
trust or a proxy adviser) when voting on (1) the election of directors;
(2) the removal of one or more directors; or (3) any other matter under
either the Act or applicable State law affecting the Board's
composition, size or manner of election.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-05043 Filed 3-7-16; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 5 (Tuesday, January 8, 2013)]
[Rules and Regulations]
[Pages 1143-1144]
[FR Doc No: 2013-00109]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 420

[Docket No. FAA-2011-0105; Amdt. No. 420-6A]
RIN 2120-AJ73

Explosive Siting Requirements; Correction

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule; correction.

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

SUMMARY: The FAA is correcting a final rule published on September 7,
2012 (77 FR 55108). In that rule, the FAA amended its regulations to
the requirements for siting explosives under a license to operate a
launch site. The rule increases flexibility for launch site operators
in site planning for the storage and handling of energetic liquids and
explosives. The FAA inadvertently did not correctly identify the
Department of Defense Explosives Safety Board. This document corrects
the error.

DATES: Effective January 8, 2013.

FOR FURTHER INFORMATION CONTACT: For technical questions concerning
this final rule, contact Yvonne Tran, Commercial Space Transportation,
Federal Aviation Administration, 800 Independence Avenue SW.,
Washington, DC 20591; telephone<PHONE_NUMBER>; facsimile (202) 267-
5463, email<EMAIL_ADDRESS>For legal questions concerning this
final rule, contact Laura Montgomery, AGC 200,

Senior Attorney for Commercial Space Transportation, Office of the
Chief Counsel, Federal Aviation Administration, 800 Independence Avenue
SW., Washington, DC 20591; telephone<PHONE_NUMBER>; facsimile (202)
267-7971, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Background

    On September 7, 2012, the FAA published a final rule entitled,
``Explosive Siting Requirements'' (77 FR 55108).
    In that final rule, the FAA revised the requirements for siting
explosives under a license to operate a launch site. The rule increased
flexibility for launch site operators in site planning for the storage
and handling of energetic liquids and explosives. In the discussion of
the Overview of the Final Rule, the FAA explained that it was
dispensing with the hazard groups of tables E-3 through E-6 of appendix
E of Title 14, Code of Federal Regulations part 420 as a means of
classification to be consistent with the Department of Defense (DOD)
Explosives Safety Board (DDESB) and National Fire Protection
Association (NFPA) practices. In the full title of DDESB, the FAA
inadvertently used the word ``siting'' instead of ``safety.'' The FAA
is now correcting the error to properly identify DDESB.

Correction to Preamble

    1. On page 55109, in the first column, in the first paragraph under
Section I., correct ``Department of Defense (DOD) Explosives Siting
Board's (DDESB)'' to read ``Department of Defense (DOD) Explosives
Safety Board (DDESB)''.

    Issued in Washington, DC on January 2, 2013.
Lirio Liu,
Director, Office of Rulemaking.
[FR Doc. 2013-00109 Filed 1-7-13; 8:45 am]
BILLING CODE 4910-13-P


From:
Jones, DonnaLee<EMAIL_ADDRESS>Sent:
Tuesday, August 2, 2016 1:56 PM
To:
Doug Allen<EMAIL_ADDRESS>Cc:
<EMAIL_ADDRESS><EMAIL_ADDRESS>Raymond, Gabrielle<EMAIL_ADDRESS>Subject:
RE: Coke Oven ICR method questions

"once per mercury run and then composite them into one sample" would translate to one sample for three runs.

_____________________________________________________________
Regards,
Donna Lee Jones, Ph.D.
Senior Technical Advisor, Metals Sector
U. S. Environmental Protection Agency
Office of Air Quality Planning and Standards
Sector Policies and Programs Division / Metals & Inorganic Chemicals Group (D 243-02)
Research Triangle Park, NC  27711  Tele:<PHONE_NUMBER>  Fax<PHONE_NUMBER>
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
"Reasonableness never fails to be appreciated."  - anon.

From: Doug Allen<EMAIL_ADDRESS>Sent: Tuesday, August 02, 2016 1:40 PM
To: Jones, DonnaLee<EMAIL_ADDRESS>Cc<EMAIL_ADDRESS><EMAIL_ADDRESS>Subject: RE: Coke Oven ICR method questions

Hey Donna  -  I have one more clarification for the ICR.

In Section 1.8 of Enclosure 2, we're required to take baghouse dust samples, once per mercury run and then composite them into one sample.  We are not sure if this means we only submit one sample to the lab for analysis for all three Method 29 test runs, or if we need to submit a sample for each run (3 samples in total)?

Thanks for the clarification.

Thanks
Doug

Doug Allen
Environmental Quality Management
1800 Carillon Boulevard
Cincinnati, OH 45240
(513) 825-7500 ext. 7313
(513) 505-6697 (cell)
<EMAIL_ADDRESS>

From: Jones, DonnaLee<EMAIL_ADDRESS>Sent: Monday, July 25, 2016 3:25 PM
To: Doug Allen
Cc<EMAIL_ADDRESS><EMAIL_ADDRESS>Ron McLeod<EMAIL_ADDRESS>Chris Janzen; GABRIELLE RAYMOND
Subject: RE: Coke Oven ICR method questions

Hello all  -  Sorry for the delay in this response, but I was out on vacation last week and did not hear back from measurement people in time before I left for the day/week.

We are fine with your approach. Please also include a detailed description of the procedure for the combined analysis in your analytical report.
_____________________________________________________________
Regards,
Donna Lee Jones, Ph.D.
Senior Technical Advisor, Metals Sector
U. S. Environmental Protection Agency
Office of Air Quality Planning and Standards
Sector Policies and Programs Division / Metals & Inorganic Chemicals Group (D 243-02)
Research Triangle Park, NC  27711  Tele:<PHONE_NUMBER>  Fax<PHONE_NUMBER>
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
"Reasonableness never fails to be appreciated."  - anon.

From: Doug Allen<EMAIL_ADDRESS>Sent: Friday, July 15, 2016 12:05 PM
To: Jones, DonnaLee<EMAIL_ADDRESS>Cc<EMAIL_ADDRESS><EMAIL_ADDRESS>Ron McLeod<EMAIL_ADDRESS><EMAIL_ADDRESS>Chris Janzen<EMAIL_ADDRESS>Subject: Coke Oven ICR method questions

Donna  -  EQ is performing the testing at AK Steel Middletown for the Coke Oven ICR and I had a sampling method question.  In Table 1-B of Enclosure 2, it says we can perform CARB 428 & 429 together for the semi-volatile HAPs.  I wanted to see if it was approved to combine these into one train if we spiked the traps for both semi-volatiles and dioxin/furans.  We would use acetone, methylene chloride, and toluene as our solvent rinses (acetone and methylene chloride in one bottle and toluene in a second) and water as our impinger solution.

Please let us know if this approach is acceptable or if there was anything we should modify.

Thanks
Doug

Doug Allen
Environmental Quality Management
1800 Carillon Boulevard
Cincinnati, OH 45240
(513) 825-7500 ext. 7313
(513) 505-6697 (cell)
<EMAIL_ADDRESS>


From:
"Jones, DonnaLee"<EMAIL_ADDRESS>Sent:
Tue, 06 Dec 2022 13:00:59
To:
"David Ailor (dailor@accci.org)"<EMAIL_ADDRESS>Subject:
FW: Allegheny County agree to make method 303 tests possible at Clairton

David  -  To follow up on the Method 303 issue with Allegheny County (ACDH), we had a call last week with ACDH to discuss the permission needed for U.S. Steel to use Keramida to do the CAA section 114 testing for Method 303 on doors. ACDH is working on getting two memoranda of understanding (MOUs) ready in December for signatures in January 2023 to enable the Method 303 testing at USS Clairton, PA. The two MOUs are between ACDH and Keramida, Inc (the testing contractor, https://www.keramida.com/), and ACDH and U.S. Steel. The person responsible at ACDH is Ms. Allason Holt. Her signature block is shown below.

As fyi, the Keramida contract with ACDH prohibits them from working for US Steel on the same day that they are working for ACDH.

Allason Holt
Program Manager - Compliance and Enforcement Program
Air Quality
301 39th Street, Bldg 7
Pittsburgh, PA 15201
412.578.8122
<EMAIL_ADDRESS>
Regards,
Donna Lee Jones, Ph.D.
Senior Technical Advisor, Metals Sector
U. S. Environmental Protection Agency
Office of Air Quality Planning and Standards
Sector Policies and Programs Division / Metals & Inorganic Chemicals Group (D243-02)
Research Triangle Park, NC  27711
Tele:<PHONE_NUMBER>
--------------------------------------------------------------------------------
Fax<PHONE_NUMBER>
"Reasonableness never fails to be appreciated."  - anon.

Pronouns - She/Her/Hers
Salutation - Dr./Ms.


[Federal Register: December 15, 2005 (Volume 70, Number 240)]
[Notices]
[Page 74308]
[DOCID:fr15de05-51]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP05-437-001]

Discovery Gas Transmission LLC; Notice of Compliance Filing

December 7, 2005.
    Take notice that on November 30, 2005, Discovery Gas Transmission
LLC (Discovery) tendered for filing in compliance with Commission's
Letter Order issued November 8, 2005, as part of its FERC Gas Tariff,
Original Volume No. 1, Fourth Revised Sheet No. 124 and Substitute
Ninth Revised Sheet No. 196, with an effective date of September 1,
2005.
    Discovery states that copies of the filing have been mailed to each
of its customers, interested state commissions and other interested
persons.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed in accordance with the provisions of Section 154.210 of
the Commission's regulations (18 CFR 154.210). Anyone filing a protest
must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
 [FR Doc. E5-7359 Filed 12-14-05; 8:45 am]

BILLING CODE 6717-01-P