[Federal Register Volume 81, Number 110 (Wednesday, June 8, 2016)]
[Notices]
[Pages 36967-36973]
[FR Doc No: 2016-13514]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32138; File No. 812-14426]

Carey Credit Income Fund, et al.; Notice of Application

June 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 (``BDC'') and closed-end
management investment companies to co-invest in portfolio companies
with each other and with affiliated investment funds.
    Applicants: Carey Credit Income Fund (the ``Fund''); Carey Credit
Advisors, LLC (``W.P. Carey''); Guggenheim Partners Investment
Management, LLC (``Guggenheim''); Guggenheim Funds Distributors, LLC,
Guggenheim Funds Investment Advisors, LLC, Security Investors, LLC
(collectively, together with Guggenheim, the ``Existing Guggenheim
Advisers''); Guggenheim European Credit Fund, Guggenheim Private Debt
Fund Note Issuer, LLC, Guggenheim Private Debt Fund, LLC, Guggenheim
Private Debt Fund, Ltd., Guggenheim Private Debt Master Fund, LLC,
Guggenheim Private Debt Fund Note Issuer 2.0, LLC, Guggenheim Private
Debt Fund 2.0, LLC, Guggenheim Private Debt Fund 2.0, Ltd., Guggenheim
Private Debt Master Fund 2.0, LLC, NZC Guggenheim Fund LLC, NZC
Guggenheim Fund Limited, NZC Guggenheim Master Fund Limited, NZCG
Funding Ltd., NZCG Funding 2 Limited, South Dock Funding Limited, NZCG
Feeder I, L.P., NZCG Funding 2, LLC, NZCG Funding LLC, Guggenheim U.S.
Loan Fund, Guggenheim U.S. Loan Fund II, Guggenheim U.S. Loan Fund III,
Guggenheim Opportunistic U.S. Loan and Bond Fund IV, Guggenheim Loan
and Bond Fund V, Guggenheim Loan and Bond Fund VI, GFI Fund, and GHY
Fund (collectively, the ``Existing Affiliated Investors'').
    Filing Dates: The application was filed on February 23, 2015, and
amended on June 12, 2015, October 20, 2015, February 25, 2016 and April
29, 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 June 27, 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: W.P. Carey and the
Fund: 50 Rockefeller Plaza, New York, NY 10020; the Existing Guggenheim
Advisers and the Existing Affiliated Investors: 100 Wilshire Boulevard,
5th Floor, Santa Monica, CA 90401.

FOR FURTHER INFORMATION CONTACT:  Robert Shapiro, Senior Counsel, at
(202) 551-7758 or Mary Kay Frech, 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. The Fund is a Delaware statutory trust organized as a closed-end
management investment company that has elected to be regulated as a BDC
under the Act.\1\ The Fund serves as the master fund in a master-feeder
structure with two feeder funds and makes investments with the proceeds
it receives from the sale of shares of the feeder funds.\2\ The Fund's
Objectives and Strategies \3\ are to provide shareholders with current
income, capital preservation and, to a lesser extent, long-term capital
appreciation. The Fund invests primarily in large, privately-negotiated
loans to private middle market U.S. companies and in opportunities that
are originated by various intermediaries where the Fund is able to play
a differentiated role gaining outsized allocation, influencing
structure, pricing, and fees compared to the broader market (this could
include more broadly syndicated assets such as bank loans and corporate
bonds). The Fund has a five member Board,\4\ of which three members are
Independent Trustees.\5\
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    \1\ Section 2(a)(48) of the Act 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
    \2\ The existing feeder funds are Carey Credit Income Fund--I
and Carey Credit Income Fund 2016 T. Any future feeder fund will be
created by W.P. Carey.
    \3\ ``Objectives and Strategies'' means a Regulated Entity's (as
defined below) investment objectives and strategies, as described in
the Regulated Entity's registration statement on Form N-2, other
filings the Regulated Entity 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 Entity's reports
to shareholders.
    \4\ The term ``Board'' refers to the board of directors or
trustees of any Regulated Entity.
    \5\ The term ``Independent Trustees'' refers to the trustees or
directors of any Regulated Entity that are not ``interested
persons'' of the Regulated Entity within the meaning of section
2(a)(19) of the Act.
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    2. W.P. Carey is a Delaware limited liability company and is
registered as an investment adviser under the Investment Advisers Act
of 1940 (the ``Advisers Act''). W.P. Carey serves as the investment
adviser to the Fund. W.P. Carey also provides administrative services
to the Fund under an administrative services agreement.
    3. Guggenheim is a Delaware limited liability company and is
registered as an investment adviser under the Advisers Act. Guggenheim
serves as the sub-adviser to the Fund. Guggenheim is part of the
investment management business of Guggenheim Partners LLC, a privately
held, global financial services firm.
    4. Each Existing Affiliated Investor is a privately-offered fund
that would be an investment company but for section 3(c)(1) or 3(c)(7)
of the Act. An Existing Guggenheim Adviser serves as the investment
adviser to each Existing Affiliated Investor. Each Existing Guggenheim
Adviser is either controlled by Guggenheim or under common control with
Guggenheim and is registered as an investment adviser under the
Advisers Act.
    5. Applicants seek an order (``Order'') to permit one or more
Regulated Entities \6\ and/or one or more Affiliated Investors \7\ 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 sections 17(d) and
57(a)(4) and the rules under the Act. For purposes of the application,
``Co-Investment Transaction'' means any transaction in which a
Regulated Entity (or its Wholly-Owned Investment Subsidiary, as defined
below) participated together with one or more other Regulated Entities
and/or one or more Affiliated Investors in reliance on the requested
Order. ``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Entity (or its Wholly-Owned Investment
Subsidiary) could not participate together with one or more Affiliated
Investors and/or one or more other Regulated Entities without obtaining
and relying on the Order.\8\ The term ``Adviser'' means any W.P. Carey
Adviser or any Guggenheim Adviser.
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    \6\ ``Regulated Entity'' means the Fund and any Future Regulated
Entity. ``Future Regulated Entity'' means a closed-end management
investment company (a) that is registered under the Act or has
elected to be regulated as a BDC under the Act, (b) whose investment
adviser is a W.P. Carey Adviser and (c) whose investment sub-adviser
is a Guggenheim Adviser. ``W.P. Carey Adviser'' means W.P. Carey or
any future investment adviser that (i) controls, is controlled by or
is under common control with W.P. Carey, (ii) is registered as an
investment adviser under the Advisers Act and (iii) is not a
Regulated Entity or a subsidiary of a Regulated Entity. ``Guggenheim
Adviser'' means any Existing Guggenheim Adviser or any future
investment adviser that (i) controls, is controlled by or is under
common control with Guggenheim, (ii) is registered as an investment
adviser under the Advisers Act, and (iii) is not a Regulated Entity
or a subsidiary of a Regulated Entity.
    \7\ ``Affiliated Investors'' means the Existing Affiliated
Investors and any Future Affiliated Investor. ``Future Affiliated
Investor'' means an entity (a) whose investment adviser is a
Guggenheim Adviser and (b) that would be an investment company but
for section 3(c)(1) or 3(c)(7) of the Act.
    \8\ 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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    6. Applicants state that a Regulated Entity may, from time to time,
form a Wholly-Owned Investment Subsidiary.\9\ Such a subsidiary would
be prohibited from investing in a Co-Investment Transaction with any
Affiliated Investor 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 Subsidiary be
permitted to participate in Co-Investment Transactions in lieu of its
parent Regulated Entity and that the Wholly-Owned Investment
Subsidiary's participation in any such transaction be treated, for
purposes of the requested Order, as though the parent Regulated

Entity were participating directly. Applicants represent that this
treatment is justified because a Wholly-Owned Investment Subsidiary
would have no purpose other than serving as a holding vehicle for the
Regulated Entity's investments and, therefore, no conflicts of interest
could arise between the Regulated Entity and the Wholly-Owned
Investment Subsidiary. The Regulated Entity's Board would make all
relevant determinations under the conditions with regard to a Wholly-
Owned Investment Subsidiary's participation in a Co-Investment
Transaction, and the Regulated Entity's Board would be informed of, and
take into consideration, any proposed use of a Wholly-Owned Investment
Subsidiary in the Regulated Entity's place. If the Regulated Entity
proposes to participate in the same Co-Investment Transaction with any
of its Wholly-Owned Investment Subsidiaries, the Board will also be
informed of, and take into consideration, the relative participation of
the Regulated Entity and the Wholly-Owned Investment Subsidiary.
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    \9\ The term ``Wholly-Owned Investment Subsidiary'' means an
entity (i) that is wholly-owned by a Regulated Entity (with such
Regulated Entity 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 Entity (and, in the case of an entity that is licensed by
the Small Business Administration to operate under the Small
Business Investment Act of 1958, as amended (the ``SBA Act''), as a
small business investment company (an ``SBIC''), to maintain a
license under the SBA Act and issue debentures guaranteed by the
Small Business Administration); (iii) with respect to which the
Regulated Entity'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. All
subsidiaries participating in the Co-Investment Program will be
Wholly-Owned Investment Subsidiaries and will have Objectives and
Strategies that are either substantially the same as, or a subset
of, their parent Regulated Entity's Objectives and Strategies. A
subsidiary that is an SBIC may be a Wholly-Owned Investment
Subsidiary if it satisfies the conditions in this definition.
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    7. It is anticipated that a Guggenheim Adviser will periodically
determine that certain investments the Guggenheim Adviser recommends
for a Regulated Entity would also be appropriate investments for one or
more other Regulated Entities and/or one or more Affiliated Investors.
Such a determination may result in the Regulated Entity, one or more
other Regulated Entities and/or one or more Affiliated Investors co-
investing in certain investment opportunities. For each such investment
opportunity, the Advisers to each Regulated Entity will independently
analyze and evaluate the investment opportunity as to its
appropriateness for such Regulated Entity taking into consideration the
Regulated Entity's Objectives and Strategies.
    8. Applicants state that W.P. Carey serves as the Fund's investment
adviser and administrator and either it or another W.P. Carey Adviser
will serve in the same capacity to any Future Regulated Entity, and
that Guggenheim serves as the Fund's sub-adviser and either it or
another Guggenheim Adviser will serve in the same capacity to any
Future Regulated Entity. Applicants represent that although a
Guggenheim Adviser will identify and recommend investments \10\ for
each Regulated Entity, prior to any investment by the Regulated Entity,
the Guggenheim Adviser will present each proposed investment to the
W.P. Carey Adviser which has the authority to approve or reject all
investments proposed for the Regulated Entity by the Guggenheim
Adviser.
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    \10\ Applicants represent that the W.P. Carey Advisers will not
source any Potential Co-Investment Transactions under the requested
Order.
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    9. Applicants state that each Guggenheim Adviser has (or will have,
in the case of future advisers) an investment committee through which
it will carry out its obligation under condition 1 to make a
determination as to the appropriateness of a Potential Co-Investment
Transaction for each Regulated Entity. Applicants represent that each
Guggenheim Adviser, as a registered investment adviser, has (or will
have, in the case of future advisers) developed a robust allocation
process that is designed to allocate investment opportunities fairly
and equitably among its clients over time. Applicants state that, in
the case of a Potential Co-Investment Transaction, the applicable
Guggenheim Adviser would apply its allocation policies and procedures
in determining the proposed allocation for the Regulated Entity
consistent with the requirements of condition 2(a).
    10. Applicants state that, once the applicable Guggenheim Adviser
determined a proposed allocation for a Regulated Entity, such
Guggenheim Adviser would notify the applicable W.P. Carey Adviser of
the Potential Co-Investment Transaction and the Guggenheim Adviser's
recommended allocation for such Regulated Entity. Applicants further
state that the applicable W.P. Carey Adviser would then present the
Potential Co-Investment Transaction and the Guggenheim Adviser's
proposed allocation to the W.P. Carey Adviser's investment committee
for its approval. Applicants represent that the W.P. Carey Adviser's
investment committee would review the Guggenheim Adviser's
recommendation for the Regulated Entity and would have the ability to
ask questions of the Guggenheim Adviser and request additional
information from the Guggenheim Adviser. Applicants further submit that
if the W.P. Carey Adviser's investment committee approved the
investment for the Regulated Entity, the investment and all relevant
allocation information would then be presented to the Regulated
Entity's Board for its approval in accordance with the conditions to
the application. Applicants state that they believe the investment
process between the Guggenheim Advisers and the W.P. Carey Advisers,
prior to seeking approval from the Regulated Entity's Board (which is
in addition to, rather than in lieu of, the procedures required under
the conditions of the application), is significant and provides for
additional procedures and processes to ensure that the Regulated Entity
is being treated fairly in respect of Potential Co-Investment
Transactions.
    11. If the Advisers to a Regulated Entity determine that a
Potential Co-Investment Transaction is appropriate for the Regulated
Entity (and the applicable W.P. Carey Adviser approves the investment
for such Regulated Entity), and one or more other Regulated Entities
and/or one or more Affiliated Investors may also participate, the
Advisers will present the investment opportunity to the Eligible
Trustees \11\ of the Regulated Entity prior to the actual investment by
the Regulated Entity. As to any Regulated Entity, a Co-Investment
Transaction will be consummated only upon approval by a required
majority of the Eligible Trustees of such Regulated Entity within the
meaning of section 57(o) of the Act (``Required Majority'').\12\
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    \11\ ``Eligible Trustees'' means the trustees or directors of a
Regulated Entity that are eligible to vote under section 57(o) of
the Act.
    \12\ In the case of a Regulated Entity that is a registered
closed-end fund, the trustees or directors that make up the Required
Majority will be determined as if the Regulated Entity were a BDC
subject to section 57(o). As defined in section 57(o), ``required
majority'' means ``both a majority of a business development
company's directors or general partners who have no financial
interest in such transaction, plan, or arrangement and a majority of
such directors or general partners who are not interested persons of
such company.''
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    12. With respect to the pro rata dispositions and follow-on
Investments provided in conditions 7 and 8, a Regulated Entity 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 Entity and
Affiliated Investor 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) each
Regulated Entity's Board has approved that Regulated Entity's
participation in pro rata dispositions and follow-on investments as
being in the best interests of the Regulated Entity. If the Board does
not so approve, any such disposition or follow-on investment will be
submitted to the Regulated Entity's Eligible Trustees. The Board of any
Regulated Entity 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 Trustees.

    13. No Independent Trustee of a Regulated Entity will have a
financial interest in any Co-Investment Transaction.
    14. Under condition 15, if an Adviser or its principals, or any
person controlling, controlled by, or under common control with the
Adviser or its the principals, and any Affiliated Investors
(collectively, the ``Holders'') own in the aggregate more than 25% of
the outstanding voting securities of a Regulated Entity (``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
Trustees will act independently in evaluating the Co-Investment
Program, because the ability of the Adviser or its principals to
influence the Independent Trustees by a suggestion, explicit or
implied, that the Independent Trustees can be removed will be limited
significantly. Applicants represent that the Independent Trustees shall
evaluate and approve any such independent third 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 Entities that are
registered closed-end investment companies. Similarly, with regard to
BDCs, section 57(a)(4) of the Act makes it unlawful for any person who
is related to a BDC in a manner described in section 57(b), acting as
principal, knowingly to effect any transaction in which the BDC (or a
company controlled by such BDC) is a joint or a joint and several
participant with that person in contravention of rules as prescribed by
the Commission. Because the Commission has not adopted any rules
expressly under section 57(a)(4), section 57(i) provides that the rules
under section 17(d) applicable to registered closed-end investment
companies (e.g., rule 17d-1) are, in the interim, deemed to apply to
transactions subject to section 57(a). Rule 17d-1, as made applicable
to BDCs by section 57(i), prohibits any person who is related to a BDC
in a manner described in section 57(b), as modified by rule 57b-1, from
acting as principal, from participating in, or effecting any
transaction in connection with, any joint enterprise or other joint
arrangement or profit-sharing plan in which the BDC (or a company
controlled by such BDC) is a participant, unless an application
regarding the joint enterprise, arrangement, or profit-sharing plan has
been filed with the Commission and has been granted by an order entered
prior to the submission of the plan or any modification thereof, to
security holders for approval, or prior to its adoption or modification
if not so submitted.
    2. 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 submit that each Regulated Entity may be deemed to be
an ``affiliated person'' of each other Regulated Entity within the
meaning of section 2(a)(3) of the Act. Applicants state that the
Regulated Entities, by virtue of each having a W.P. Carey Adviser, may
be deemed to be under common control, and thus affiliated persons of
each other under section 2(a)(3)(C) of the Act. Section 17(d) and
section 57(b) apply to any investment adviser to a closed-end fund or a
BDC, respectively, including the sub-adviser. Thus, a Guggenheim
Adviser and any Affiliated Investors that it advises could be deemed to
be persons related to Regulated Entities in a manner described by
sections 17(d) and 57(b) and therefore prohibited by sections 17(d) and
57(a)(4) and rule 17d-1 from participating in the Co-Investment
Program. Applicants further submit that, because the Guggenheim
Advisers are ``affiliated persons'' of other Guggenheim Advisers,
Affiliated Investors advised by any of them could be deemed to be
persons related to Regulated Entities (or a company controlled by a
Regulated Entity) in a manner described by sections 17(d) and 57(b) and
also prohibited from participating in the Co-Investment Program.
    4. Applicants state that they expect that that co-investment in
portfolio companies by a Regulated Entity, one or more other Regulated
Entities and/or one or more Affiliated Investors will increase
favorable investment opportunities for each Regulated Entity.
    5. Applicants submit that the fact that the Required Majority will
approve each Co-Investment Transaction before investment (except for
certain dispositions or follow-on investments, as described in the
conditions), and other protective conditions set forth in the
application, will ensure that each Regulated Entity will be treated
fairly. Applicants state that each Regulated Entity's 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
further state that the terms and conditions proposed herein will ensure
that all such transactions are reasonable and fair to each Regulated
Entity and the Affiliated Investors and do not involve overreaching by
any person concerned, including W.P. Carey or Guggenheim.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
conditions:
    1. Each time a Guggenheim Adviser considers a Potential Co-
Investment Transaction for an Affiliated Investor or another Regulated
Entity that falls within a Regulated Entity's then-current Objectives
and Strategies, the Advisers to the Regulated Entity will make an
independent determination of the appropriateness of the investment for
the Regulated Entity in light of the Regulated Entity's then-current
circumstances.
    2. a. If the Advisers to a Regulated Entity deem participation in
any Potential Co-Investment Transaction to be appropriate for the
Regulated Entity, the Advisers will then determine an appropriate level
of investment for such Regulated Entity.
    b. If the aggregate amount recommended by the Advisers to a
Regulated Entity to be invested by the Regulated Entity in the
Potential Co-Investment Transaction, together with the amount proposed
to be invested by the other participating Regulated Entities and
Affiliated Investors, collectively, in the same transaction, exceeds
the amount of the investment opportunity, the amount of the investment
opportunity will be allocated among the Regulated Entities and such
Affiliated Investors, pro rata based on each participant's Available
Capital \13\ for investment in the asset

class being allocated, up to the amount proposed to be invested by
each. The Advisers to each participating Regulated Entity will provide
the Eligible Trustees of each participating Regulated Entity with
information concerning each participating party's Available Capital to
assist the Eligible Trustees with their review of the Regulated
Entity's investments for compliance with these allocation procedures.
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    \13\ ``Available Capital'' means (a) for each Regulated Entity,
the amount of capital available for investment determined based on
the amount of cash on hand, existing commitments and reserves, if
any, the targeted leverage level, targeted asset mix and other
investment policies and restrictions set from time to time by the
Board of the applicable Regulated Entity or imposed by applicable
laws, rules, regulations or interpretations and (b) for each
Affiliated Investor, the amount of capital available for investment
determined based on the amount of cash on hand, existing commitments
and reserves, if any, the targeted leverage level, targeted asset
mix and other investment policies and restrictions set by the
Affiliated Investor's directors, general partners or adviser or
imposed by applicable laws, rules, regulations or interpretations.
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    c. After making the determinations required in conditions 1 and
2(a) above, the Advisers to the Regulated Entity will distribute
written information concerning the Potential Co-Investment Transaction,
including the amount proposed to be invested by each Regulated Entity
and any Affiliated Investor, to the Eligible Trustees of each
participating Regulated Entity for their consideration. A Regulated
Entity will co-invest with one or more other Regulated Entities and/or
an Affiliated Investor only if, prior to the Regulated Entities' and
the Affiliated Investors' 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
Entity and its shareholders and do not involve overreaching in respect
of the Regulated Entity or its shareholders on the part of any person
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (a) The interests of the Regulated Entity's shareholders; and
    (b) the Regulated Entity's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Entity or an Affiliated
Investor would not disadvantage the Regulated Entity, and participation
by the Regulated Entity would not be on a basis different from or less
advantageous than that of any other Regulated Entity or Affiliated
Investor; provided, that if another Regulated Entity or Affiliated
Investor, but not the Regulated Entity 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 a Required
Majority from reaching the conclusions required by this condition
2(c)(iii), if:
    (a) The Eligible Trustees will have the right to ratify the
selection of such director or board observer, if any; and
    (b) the Advisers to the Regulated Entity agree to, and do, provide
periodic reports to the Regulated Entity'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 other Regulated Entity
or any Affiliated Investor or any affiliated person of any other
Regulated Entity or an Affiliated Investor receives in connection with
the right of one or more Regulated Entities or Affiliated Investors 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 Affiliated
Investors (who may, in turn, share their portion with their affiliated
persons) and any participating Regulated Entity in accordance with the
amount of each party's investment; and
    (iv) the proposed investment by the Regulated Entity will not
benefit the Advisers, any other Regulated Entity or the Affiliated
Investors 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 under sections
17(e) and 57(k) of the Act, as applicable, (C) in the case of fees or
other compensation described in condition 2(c)(iii)(c), or (D)
indirectly, as a result of an interest in the securities issued by one
of the parties to the Co-Investment Transaction.
    3. Each Regulated Entity will have the right to decline to
participate in any Potential Co-Investment Transaction or to invest
less than the amount proposed.
    4. The Advisers will present to the Board of each Regulated Entity,
on a quarterly basis, a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Entities or
any of the Affiliated Investors during the preceding quarter that fell
within the Regulated Entity's then-current Objectives and Strategies
that were not made available to the Regulated Entity, and an
explanation of why the investment opportunities were not offered to the
Regulated Entity. All information presented to the Board pursuant to
this condition will be kept for the life of the Regulated Entity 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,\14\ a Regulated Entity will not invest in reliance on the
Order in any issuer in which another Regulated Entity or an Affiliated
Investor or any affiliated person of another Regulated Entity or an
Affiliated Investor is an existing investor.
---------------------------------------------------------------------------

    \14\ This exception applies only to follow-on investments by a
Regulated Entity in issuers in which that Regulated Entity already
holds investments.
---------------------------------------------------------------------------

    6. A Regulated Entity 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 Entity and Affiliated
Investor. The grant to one or more Regulated Entities or Affiliated
Investors, but not the Regulated Entity itself, 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 Regulated Entity or Affiliated Investor elects to
sell, exchange or otherwise dispose of an interest in a security that
was acquired by one or more Regulated Entities and/or Affiliated
Investors in a Co-Investment Transaction, the Advisers will:
    (i) Notify each Regulated Entity 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 Entity in the disposition.
    b. Each Regulated Entity 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 Investors
and any other Regulated Entity.
    c. A Regulated Entity may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Entity and each Affiliated Investor in
such disposition is proportionate to its outstanding investments in the
issuer immediately

preceding the disposition; (ii) the Regulated Entity's Board has
approved as being in the best interests of the Regulated Entity the
ability to participate in such dispositions on a pro rata basis (as
described in greater detail in the application); and (iii) the
Regulated Entity's Board is provided on a quarterly basis with a list
of all dispositions made in accordance with this condition. In all
other cases, the Advisers will provide their written recommendation as
to the Regulated Entity's participation to the Eligible Trustees, and
the Regulated Entity will participate in such disposition solely to the
extent that a Required Majority determines that it is in the Regulated
Entity's best interests.
    d. Each Regulated Entity and each Affiliated Investor will bear its
own expenses in connection with the disposition.
    8. a. If any Regulated Entity or Affiliated Investor desires to
make a ``follow-on investment'' (i.e., an additional investment in the
same entity, including through the exercise of warrants or other rights
to purchase securities of the issuer) in a portfolio company whose
securities were acquired by the Regulated Entity and the Affiliated
Investor in a Co-Investment Transaction, the Advisers will:
    (i) Notify each Regulated Entity 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 Entity.
    b. A Regulated Entity may participate in such follow-on investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Regulated Entity and each Affiliated
Investor in such investment is proportionate to its outstanding
investments in the issuer immediately preceding the follow-on
investment; and (ii) the Regulated Entity's Board has approved as being
in the best interests of such Regulated Entity 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 Advisers
will provide their written recommendation as to such Regulated Entity's
participation to the Eligible Trustees, and the Regulated Entity will
participate in such follow-on investment solely to the extent that the
Required Majority determines that it is in such Regulated Entity's best
interests.
    c. If, with respect to any follow-on investment:
    (i) The amount of a follow-on investment is not based on the
Regulated Entities' and the Affiliated Investors' outstanding
investments immediately preceding the follow-on investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested by the Regulated Entity in the follow-on investment, together
with the amount proposed to be invested by the other participating
Regulated Entities and the Affiliated Investors in the same
transaction, exceeds the amount of the opportunity; then the amount
invested by each such party will be allocated among them pro rata based
on each participant's Available Capital 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 be subject to the other conditions set forth in the
application.
    9. The Independent Trustees of each Regulated Entity will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Entities or Affiliated Investors
that a Regulated Entity considered but declined to participate in, so
that the Independent Trustees may determine whether all investments
made during the preceding quarter, including those investments which
the Regulated Entity considered but declined to participate in, comply
with the conditions of the Order. In addition, the Independent Trustees
will consider at least annually the continued appropriateness for such
Regulated Entity of participating in new and existing Co-Investment
Transactions.
    10. Each Regulated Entity will maintain the records required by
section 57(f)(3) of the Act as if each of the Regulated Entities were a
BDC and each of the investments permitted under these conditions were
approved by a Required Majority under section 57(f).
    11. No Independent Trustee of a Regulated Entity will also be a
trustee, director, general partner, managing member or principal, or
otherwise an ``affiliated person'' (as defined in the Act) of any
Affiliated Investor.
    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) shall, to
the extent not payable by the Advisers under their respective advisory
agreements with the Regulated Entities and the Affiliated Investors, be
shared by the Regulated Entities and the Affiliated Investors 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 brokers' fees contemplated by section 17(e) or 57(k) of the
Act, as applicable) \15\ received in connection with a Co-Investment
Transaction will be distributed to the participating Regulated Entities
and Affiliated Investors on a pro rata basis based on the amount they
invested or committed, as the case may be, in such Co-Investment
Transaction. If any transaction fee is to be held by 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) of the Act, and the
account will earn a competitive rate of interest that will also be
divided pro rata among the participating Regulated Entities and
Affiliated Investors based on the amount they invest in the Co-
Investment Transaction. None of the other Regulated Entities,
Affiliated Investors, the Advisers nor any affiliated person of the
Regulated Entities or the Affiliated Investors 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 Entities and the Affiliated Investors, the pro rata
transaction fees described above and fees or other compensation
described in condition 2(c)(iii)(c) and (b) in the case of the
Advisers, investment advisory fees paid in accordance with the
Regulated Entities' and the Affiliated Investors' investment advisory
agreements).
---------------------------------------------------------------------------

    \15\ Applicants are not requesting and the Commission is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    14. The Advisers to the Regulated Entities and Affiliated Investors
will maintain written policies and procedures reasonably designed to
ensure compliance with the foregoing conditions. These policies and
procedures will require, among other things, that each of the Advisers
to each Regulated Entity will be notified of all Potential Co-
Investment Transactions that fall within a Regulated Entity's then-
current Objectives and Strategies and will be given sufficient
information to make its independent determination

and recommendations under conditions 1, 2(a), 7 and 8.
    15. If the Holders own in the aggregate more than 25 percent of the
shares of a Regulated Entity, then the Holders will vote such shares as
directed by an independent third party when voting on (1) the election
of directors or trustees; (2) the removal of one or more directors or
trustees; or (3) any matters requiring approval by the vote of a
majority of the outstanding voting securities, as defined in section
2(a)(42) of the Act.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-13514 Filed 6-7-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 176 (Monday, September 12, 2011)]
[Notices]
[Page 56210]
[FR Doc No: 2011-23215]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-3325-EM; Docket ID FEMA-2011-0001]

Missouri; Amendment No. 2 to Notice of an Emergency Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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

SUMMARY: This notice amends the notice of an emergency declaration for
State of Missouri (FEMA-3325-EM), dated June 30, 2011, and related
determinations.

DATES: Effective Date: August 31, 2011.

FOR FURTHER INFORMATION CONTACT: Peggy Miller, 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, Michael L.
Karl, of FEMA is appointed to act as the Federal Coordinating Officer
for this emergency.
    This action terminates the appointment of Elizabeth Turner as
Federal Coordinating Officer for this emergency.

(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. 2011-23215 Filed 9-9-11; 8:45 am]
BILLING CODE 9111-23-P


[Federal Register Volume 85, Number 37 (Tuesday, February 25, 2020)]
[Rules and Regulations]
[Pages 10615-10617]
[FR Doc No: 2020-02906]

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

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 721

[EPA-HQ-OPPT-2018-0627 and EPA-HQ-OPPT-2018-0697; FRL-10003-45]
RIN 2070-AB27

Significant New Use Rules on Certain Chemical Substances (18-1
and 18-4); Technical Correction

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule; technical correction.

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

SUMMARY: EPA issued final significant new use rules (SNURs) in the
Federal Register of November 25, 2019 for 22 chemical substances that
were the subject of premanufacture notices (PMNs) (SNUR batch 18-1),
and in in the Federal Register of December 5, 2019 for 29 chemical
substances that were the subject of PMNs (SNUR batch 18-4). In SNUR
batch 18-1, for the chemical substance that was the subject of PMN P-
15-114, EPA made errors in the SNUR requirements for hazard

communication and protection in the workplace, resulting in
inconsistencies with the same requirements in the associated TSCA
Order. For SNUR batch 18-4, for one of the two chemical substances that
are subject to the SNUR, EPA made a typographical error when
identifying the associated PMN number in the SNUR. Additionally, for
two other SNURs, language in the SNURs incorrectly refers to
requirements in ``the TSCA Order'' rather than in the SNUR itself. This
document is being issued to correct these errors.

DATES: This technical correction is effective on February 25, 2020.

ADDRESSES: The dockets for this action, identified by docket
identification (ID) numbers EPA-HQ-OPPT-2018-0627 and EPA-HQ-OPPT-2018-
0697, are available at http://www.regulations.gov or at the Office of
Pollution Prevention and Toxics Docket (OPPT Docket), Environmental
Protection Agency Docket Center (EPA/DC), West William Jefferson
Clinton Bldg., Rm. 3334, 1301 Constitution Ave. NW, Washington, DC. The
Public Reading Room is open from 8:30 a.m. to 4:30 p.m., Monday through
Friday, excluding legal holidays. The telephone number for the Public
Reading Room is<PHONE_NUMBER>, and the telephone number for the OPPT
Docket is<PHONE_NUMBER>. Please review the visitor instructions and
additional information about the dockets available at http://www.epa.gov/dockets.

FOR FURTHER INFORMATION CONTACT:
    For technical information contact: Kenneth Moss, Chemical Control
Division, Office of Pollution Prevention and Toxics, Environmental
Protection Agency, 1200 Pennsylvania Ave. NW, Washington, DC 20460-
0001; telephone number:<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>    For general information contact: The TSCA-Hotline, ABVI-Goodwill,
422 South Clinton Ave., Rochester, NY 14620; telephone number: (202)
554-1404; email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. What does this technical correction do?

    EPA issued a final rule (referred to as SNUR Batch 18-1) in the
Federal Register of November 25, 2019 (84 FR 64754) (FRL-10001-30) for
significant new uses for 22 chemical substances that were the subject
of PMNs. EPA also issued a final rule (SNUR Batch 18-4) in the Federal
Register of December 5, 2019 (84 FR 66599) (FRL-10002-30) for
significant new uses for 29 chemical substances that were the subject
of PMNs. In SNUR Batch 18-1, EPA made errors when specifying worker
protection and hazard communication requirements for the chemical
substance 2-butanone 1,1,1,3,4,4,4-heptafluoro-3-(trifluoromethyl)-
(PMN P-15-114, CAS No. 756-12-7), listed in the significant new use
rule (SNUR) codified at 40 CFR 721.11151, resulting in inconsistencies
between the SNUR and the associated TSCA 5(e) Order for the PMN. This
action corrects these errors as follows:
     The worker protection requirements in paragraph (a)(2)(i)
of the SNUR are corrected to refer to 40 CFR 721.63(a)(1) and (3)
rather than 721.63(a)(1) through (3), thereby removing the reference to
40 CFR 721.63(a)(2).
     The hazard communication requirements in paragraph
(a)(2)(ii) of the SNUR are corrected to change the reference to 40 CFR
721.72(g)(3) from ``(g)(3)(ii)(harmful to fish)'' to ``(g)(3)(harmful
to aquatic organisms)(harmful to fish).''
    In SNUR Batch 18-4, EPA made a typographical error in the SNUR at
40 CFR 721.11236 when identifying the PMN number associated with the
chemical B component of P-17-373. It was mislabeled as P-13-373. EPA
also made errors in paragraph (a)(1) of the SNURs at 40 CFR 721.11236
and 721.11237 when describing an exemption from SNUR terms after the
chemicals are completely reacted (cured). Language in paragraph (a)(1)
of the SNURs incorrectly refers to requirements of ``the TSCA Order''
rather than the SNUR itself. This action corrects these errors as
follows:
     Paragraph (a)(1) of the SNUR at 40 CFR 721.11236 is
corrected to identify the PMN number for chemical B as P-17-373.
     The final sentence of paragraph (a)(1) for the SNURs at 40
CFR 721.11236 and 721.11237 is corrected to refer to ``The requirements
of this section'' rather than ``The requirements of the TSCA Order.''

II. Why is this correction issued as a final rule?

    Section 553 of the Administrative Procedure Act (APA) (5 U.S.C.
553(b)(3)(B)) provides that, when an Agency for good cause finds that
notice and public procedure are impracticable, unnecessary or contrary
to the public interest, the Agency may issue a final rule without
providing notice and an opportunity for public comment. EPA has
determined that there is good cause for making this technical
correction final without prior proposal and opportunity for comment.
Correcting the worker protection and hazard communication requirements
specified in the November 25, 2019 SNUR is necessary for (1) the proper
identification of the human health and environmental hazards associated
with PMN substance; and (2) the proper identification of protective
measures required to be employed in the workplace, consistent with the
associated TSCA section 5(e) Order for the PMN substance. EPA finds
that this constitutes good cause under 5 U.S.C. 553(b)(3)(B).

III. Do any of the statutory and Executive Order reviews apply to this
action?

    No. For a detailed discussion concerning the statutory and
Executive Order review, refer to Unit XII. of the November 25, 2019
final rule.

IV. Congressional Review Act (CRA)

    Pursuant to the CRA (5 U.S.C. 801 et seq.), EPA will submit a
report containing this rule and other required information to the U.S.
Senate, the U.S. House of Representatives, and the Comptroller General
of the United States prior to publication of the rule in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).

List of Subjects in 40 CFR Part 721

    Environmental protection, Chemicals, Hazardous substances,
Reporting and recordkeeping requirements.

    Dated: January 30, 2020.
Tala Henry,
Deputy Director, Office of Pollution Prevention and Toxics.

    Therefore, 40 CFR part 721 is corrected as follows:

PART 721--[AMENDED]

0
1. The authority citation for part 721 continues to read as follows:

    Authority: 15 U.S.C. 2604, 2607, and 2625(c).

0
2. In Sec.  721.11151, revise paragraphs (a)(2)(i) and (ii) to read as
follows:

Sec.  721.11151  2-Butanone 1,1,1,3,4,4,4-heptafluoro-3-
(trifluoromethyl)-.

    (a) * * *
    (2) * * *
    (i) Protection in the workplace. Requirements as specified in Sec.
721.63(a)(1) and (3) (when determining which persons are reasonable
likely to be exposed as required for Sec.  721.63(a)(1), engineering
control measures (e.g., enclosure or confinement of the operation,
general and local ventilation) or administrative control measures
(e.g., workplace policies and procedures) shall be considered and
implemented to prevent

exposures, where feasible), (b) (concentration set at 1.0%), and (c).
    (ii) Hazard communication. Requirements as specified in Sec.
721.72(a) through (d), (f), (g)(1)(i), (g)(2)(i)(v), (g)(3) (harmful to
aquatic organisms) (harmful to fish), (g)(4)(iii), and (g)(5). It is a
significant new use unless containers of the PMN substance are labeled
with the statement: ``Contains a dielectric fluid which should not be
mixed or used in conjunction with sulfur hexafluoride (SF6)''.
Alternative hazard and warning statements that meet the criteria of the
Globally Harmonized System and OSHA Hazard Communication Standard may
be used.
* * * * *

0
3. In Sec.  721.11236, revise paragraph (a)(1) to read as follows:

Sec.  721.11236  Heteromonocycle, homopolymer, alkyl substituted
carbamate, alkyl ester (generic).

    (a) * * *
    (1) The chemical substances identified generically as
heteromonocycle, homopolymer, alkyl substituted carbamate, alkyl ester
(PMN P-17-373 chemical A and P-17-373 chemical B) are subject to
reporting under this section for the significant new uses described in
paragraph (a)(2) of this section. The requirements of this section do
not apply to quantities of the substance after they have been
completely reacted (cured).
* * * * *

0
4. In Sec.  721.11237, revise paragraph (a)(1) to read as follows:

Sec.  721.11237  Polysiloxanes, di alkyl, substituted alkyl group
terminated, alkoxylated, reaction products with alkanoic acid,
isocyanate substituted-alkyl carbomonocycle and polyol (generic).

    (a) * * * (1) The chemical substance identified generically as
polysiloxanes, di alkyl, substituted alkyl group terminated,
alkoxylated, reaction products with alkanoic acid, isocyanate
substituted alkyl carbomonocycle and polyol (PMN P-17-374) is subject
to reporting under this section for the significant new uses described
in paragraph (a)(2) of this section. The requirements of this section
do not apply to quantities of the PMN substance after they have been
completely reacted (cured).
* * * * *
[FR Doc. 2020-02906 Filed 2-24-20; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 85, Number 6 (Thursday, January 9, 2020)]
[Notices]
[Page 1154]
[FR Doc No: 2020-00134]

=======================================================================
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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. NJ20-9-000]

City of Banning, California; Notice of Filing

    Take notice that on December 20, 2019, the City of Banning,
California submitted its tariff filing: City of Banning 2020 TRBAA and
ETC Update to be effective 1/1/2020.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests 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. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov. Persons unable to file electronically should submit an
original and 5 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street NE, Washington, DC
20426.
    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 website that enables subscribers to receive email
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please email
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5:00 p.m. Eastern Time on January 10, 2020.

    Dated: January 3, 2020.
Kimberly D. Bose,
Secretary.
[FR Doc. 2020-00134 Filed 1-8-20; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 88, Number 107 (Monday, June 5, 2023)]
[Notices]
[Page 36609]
[FR Doc No: 2023-11811]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2023-0002; Internal Agency Docket No. FEMA-B-2222]

Proposed Flood Hazard Determinations for McIntosh County, North
Dakota and Incorporated Areas

AGENCY: Federal Emergency Management Agency, Department of Homeland
Security.

ACTION: Notice; withdrawal.

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SUMMARY: The Federal Emergency Management Agency (FEMA) is withdrawing
its proposed notice concerning proposed flood hazard determinations,
which may include the addition or modification of any Base Flood
Elevation, base flood depth, Special Flood Hazard Area boundary or zone
designation, or regulatory floodway (herein after referred to as
proposed flood hazard determinations) on the Flood Insurance Rate Maps
and, where applicable, in the supporting Flood Insurance Study reports
for McIntosh County, North Dakota and Incorporated Areas.

DATES: This withdrawal is effective June 5, 2023.

ADDRESSES: You may submit comments, identified by Docket No. FEMA-B-
2222, to Rick Sacbibit, Chief, Engineering Services Branch, Federal
Insurance and Mitigation Administration, FEMA, 400 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>, or (email)
[email protected].

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 protected].

SUPPLEMENTARY INFORMATION: On March 15, 2022, FEMA published a proposed
notice at 87 FR 14550, proposing flood hazard determinations for
McIntosh County, North Dakota and Incorporated Areas. FEMA is
withdrawing the proposed notice.
    Authority: 42 U.S.C. 4104; 44 CFR 67.4.

Nicholas A. Shufro,
Deputy Assistant Administrator for Risk Management, Federal Emergency
Management Agency, Department of Homeland Security.
[FR Doc. 2023-11811 Filed 6-2-23; 8:45 am]
BILLING CODE 9110-12-P


b. In paragraph (a)(2), removing the comma after ``Sec.  230.504'' and
the reference to ``paragraphs (b)(2)(i) and (ii) of Sec.  230.505'':
0
c. In paragraph (a)(3), removing the comma after ``Sec.  230.504'' and
the reference to ``Sec.  230.505''; and
0
d. In paragraph (b), removing the comma after ``Sec.  230.504'' and the
reference to ``Sec.  230.505.''

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
13. The authority citation for part 239 continues to read, in part, as
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24,
80a-26, 80a-29, 80a-30, 80a-37, and Sec. 71003 and Sec. 84001, Pub.
L. 114-94, 129 Stat. 1312, unless otherwise noted.
* * * * *

Sec.  239.500   [Amended]

0
14. Amend Sec.  239.500 by:
0
a. In the section heading, removing the reference to ``4(5)'' and
adding in its place ``4(a)(5)'';
0
b. In paragraph (a)(1), removing the comma after ``Sec.  230.504'' and
the reference to ``Sec.  230.505,''; and removing the reference to
``4(5)'' and adding in its place ``4(a)(5)''; and
0
c. Amend Form D (referenced in Sec.  239.500) by:
0
i. In Item 6, removing the phrase ``Rule 505'' and the appropriate
check box;
0
ii. Under ``Signature and Submission,'' replace the third paragraph
under ``Terms of Submission'' with the following sentence: ``Certifying
that, if the issuer is claiming a Regulation D exemption for the
offering, the issuer is not disqualified from relying on Rule 504 or
Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule
506(d). ''

    (Note: The text of Form D does not, and the amendments will not,
appear in the Code of Federal Regulations.)

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
15. The authority citation for Part 240 continues to read, in part, as
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et. seq., and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and
Pub. L. 111-203, 939A, 124 Stat. 1376, (2010), unless otherwise
noted.
* * * * *

Sec.  240.15g-9  [Amended]

0
16. Amend Sec.  240.15g-9 paragraph (c)(2) by removing the reference to
``230.505 or''; and removing the reference to ``4(2)'' and adding in
its place ``4(a)(2)''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
17. The authority citation for part 249 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Public Law 111-203, 124
Stat. 1904; Sec. 102(a)(3), Public Law 112-106, 126 Stat. 309
(2012); Sec. 107, Public Law 112-106, 126 Stat. 313 (2012), and Sec.
72001, Public Law 114-94, 129 Stat. 1312 (2015), unless otherwise
noted.
* * * * *

Sec.  249.308  [Amended]

0
18. Amend the Instruction to Item 9.01 in Form 8-K (referenced in Sec.
249.308) by removing the phrase ``Rules 505 and 506 of Regulation D (17

CFR 230.505 and'' and adding in its place ``Rule 506 of Regulation D
(17 CFR''.

(Note: The text of Form 8-K does not, and the amendments will not,
appear in the Code of Federal Regulations.)

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
19. The authority citation for Part 270 continues to read in part as
follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *

Sec.  270.17j-1  [Amended]

0
20. Amend Sec.  270.17j-1 paragraph (a)(8) by removing the references
to ``4(2)'', ``4(5)'', ``77d(2)'' and ``77d(5)'' and adding in their
places ``4(a)(2)'', ``4(a)(5)'', ``77d(a)(2)'' and ``77d(a)(5)'',
respectively; and removing the comma after ``rule 504'', the reference
to ``rule 505,'', the comma after ``230.504'' and the reference to
``230.505,''.

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

0
21. The authority citation for Part 275 continues to read in part as
follows:

    Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless
otherwise noted.
* * * * *

Sec.  275.204A-1  [Amended]

0
22. Amend Sec.  275.204A-1 paragraph (e)(7) by removing the references
to ``4(2)'', ``4(5)'', ``77d(2)'' and ``77d(5)'' and adding in their
places ``4(a)(2)'', ``4(a)(5)'', ``77d(a)(2)'' and ``77d(a)(5)'',
respectively; and removing the comma after ``230.504'' and the
reference to ``230.505,''.

    Dated: October 26, 2016.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2016-26348 Filed 11-18-16; 8:45 am]
 BILLING CODE 8011-01-P