PCSLoads2000 Data Dictionary Prepared for:

U. S. Environmental Protection Agency Engineering and Analysis Division Office of Water 1200 Pennsylvania Avenue, NW Washington DC 20460 Prepared by:

ERG, Inc. 14555 Avion Parkway Suite 200 Chantilly, VA 20151 1102 12 December 2003 EPA Contract No. 68 C02 095 Work Assignment 1 05 Table of Contents 1.0 Introduction ................................................................................................................... 3 2.0 Table Descriptions ......................................................................................................... 3 3.0 Query Descriptions ...................................................................................................... 11 3 1.0 Introduction This data element dictionary provides documentation of the data contained in the PCSLoads2000 Microsoft Access database used for the analysis of Permit Compliance System ( PCS) data. A description of the analysis, as well as a summary of the data, is provided in the report entitled Development of PCS Loads, dated August 13, 2003. A copy of the database is included in the public docket ( DCN 00577, Section 2.1.2).

This database includes data downloaded from the EPA mainframe PCS database in March 2003 for reporting year 2000. As further study was conducted on the PCS data, some corrections were made. A summary of the corrections is included as an addendum to the August 2003 report.

Section 2 provides a listing of all the tables in the PCSLoads2000 database, as well as field names and field descriptions for each table. Section 3 includes a listing and description of the primary queries run with the PCSLoads2000 database.

2.0 Table Descriptions The tables included in the PCSLoads2000 database are listed below. A brief description of the table is followed by a listing of the field names and field descriptions. Several of the tables include data extracted from the PCS mainframe database. These tables are PCS2000, PCSFAC, PRAM_ CODES, and SIC_ CODES. Further explanation of PCS variables can be found in the Permit Compliance System Data Element Dictionary ( DCN 00356, Section 2.1.2). The remaining tables were generated for use in screening industrial discharges for the Clean Water Act ( CWA) preliminary Effluent Guidelines Program Plan for 2004/ 2005.

Facilities included in PCS may be classified as major or minor, depending on the size of the facility and the amount of water discharged from the facility. For the majority of PCS analyses, only major facilities were investigated. 4 40 CFR Parts and SIC Groups This table relates point source categories to regulations listed in 40 CFR by part number. In the case where SIC codes are not associated with a regulation, the point source category field is populated with a 2 or 4 digit SIC code and the 40 CFR Part field is populated with the name of that SIC group. Number of Records: 88 Field Name Field Description 40 CFR Part 40 Code of Federal Regulations Part, 2 digit SIC grouping, or 4 digit SIC grouping Point Source Category Point Source Category, 2 digit SIC group, or 4 digit SIC group PCS2000 This table, which provides discharge information for each facility reporting to PCS, is the output of the Effluent Data Statistics ( EDS) program on EPA's mainframe PCS database. EDS uses raw data reported to PCS to calculate pollutant discharge in kilograms and flow discharge in million gallons per year for each discharge pipe at each facility ( majors and minors). Number of Records: 277,101 Field Name Field Description DSCH Discharge Pipe KGYE Load, in kilograms per year for pollutants and million gallons per year for flow MLOC Monitoring Location NPID NPDES Permit Number PRAM PCS Parameter Code Year Measurement Year 5 PCSFAC This table provides facility information, including geographical information, for all facilities ( majors and minors) reporting to PCS. The data in this table were downloaded from EPA's mainframe PCS database. Number of Records: 54,203 Field Name Field Description CITY Facility City CSDN Consolidated System Facility Identifier, an EPA identification number FHBC Facility USGS Hydrologic Basin Code FLLC Facility Latitude/ Longitude Code of Accuracy MADI Major/ Minor Indicator ( M indicates a major discharger)

NAME Facility Name NLAT Facility Latitude NLONG Facility Longitude NPID NPDES Permit Number RWAT Receiving Water SIC 4 digit Standard Industrial Classification Code PCS_ Master_ List This table provides estimated discharge information by chemical for every major facility reporting to PCS. It contains chemical name, pounds discharged, and toxic weighed pound equivalents for each chemical reported. The data in this table are calculated using the data in the PCS2000, PCSFAC, SUPERCAS, and TWF REQUESTS tables. Number of Records: 85,683 6 Field Name Field Description CAS Chemical Abstracts Service Number LBSYE Load in pounds per year ( for year 2000)

NPID NPDES Permit Number PRAM PCS Parameter Code PRAM_ NAME Parameter Name SIC 4 digit Standard Industrial Classification Code ToxicWt( lbs) Sum of Toxic Weighted Pound Equivalents by Facility ( for year 2000)

Point Source Ranking Sum This table provides estimated discharge information by chemical and discharge pipe for each major facility in both pounds per year and kilograms per year. Number of Records: 139,507 Field Name Field Description CAS Chemical Abstracts Service Number DSCH Discharge Pipe KGYE Load, in kilograms per year for pollutants and millions of gallons per year for flow LBSYE Load in pounds per year ( for year 2000)

NPID NPDES permit number Point Source Category Point Source Category, 2 digit SIC group, or 4 digit SIC group PRAM PCS Parameter Code SIC 4 digit Standard Industrial Classification Code ToxLBS Sum of Toxic Weighted Pound Equivalents by discharge pipe ( for year 2000) 7 Point Source Ranking Sum  MF and MPM fixed This table provides estimated discharge information by chemical and discharge pipe for each major facility in both pounds per year and kilograms per year, with corrections made to the Metal Finishing and Metal Products & Machinery ( MP& M) point source categories to eliminate double counting. EPA determined it would be inappropriate to double count pollutant loadings for these point source categories because the final MP& M rule at § 438.1( b) specifically excludes both metal bearing wastewaters and wastewaters subject to other effluent guidelines ( e. g., Metal Finishing). EPA developed a methodology to distribute the pollutant loadings by allocating only organic chemical releases to the MP& M point source category and all other releases to the Metal Finishing point source category. Number of Records: 133,765 Field Name Field Description CAS Chemical Abstracts Service Number DSCH Discharge Pipe KGYE Load, in kilograms per year for pollutants and in millions of gallons per year for flow.

LBSYE Load in pounds per year ( for year 2000)

NPID NPDES permit number Point Source Category Point Source Category, 2 digit SIC group, or 4 digit SIC group PRAM PCS Parameter Code SIC 4 digit Standard Industrial Classification Code ToxLBS Sum of Toxic Weighted Pound Equivalents by discharge pipe ( for year 2000)

PRAM_ CODES This table relates PCS parameter codes to parameter descriptions. This table was downloaded from EPA's mainframe PCS database ( PCS Table ID 160). Number of Records: 3,146 8 Field Name Field Description PRAMCODE PCS Parameter Code PRAMDESC Parameter Name PSC_ Toxic_ Wt_ Ranking This table provides the sum of toxic weighted pound equivalents for each point source category and either the 2 digit SIC grouping or the 4 digit SIC grouping for the year 2000. Number of Records: 82 Field Name Field Description 40 CFR Part 40 Code of Federal Regulations Part, 2 digit SIC grouping, or 4 digit SIC grouping Point Source Category Point Source Category, 2 digit SIC group, or 4 digit SIC group SumofToxLBS Toxic Weighted Pound Equivalents ( for year 2000) for a point source category or SIC group TypeofGroup Indicates if a group is a Point Source Category ( PSC), a 2 digit SIC grouping ( SIC), or a 4 digit SIC grouping ( SIC4)

SIC_ CODES This table is a listing of all 4 digit SIC codes reported in PCS and their descriptions as defined by the 1987 Standard Industrial Classification Manual. This table was downloaded from EPA's mainframe PCS database ( PCS Table ID 140). Number of Records: 1,009 Field Name Field Description SIC 4 digit Standard Industrial Classification Code SICDesc 4 digit Standard Industrial Classification Description 9 SIC_ Toxic_ Wt_ Ranking This table includes total toxic weighted pound equivalents for each SIC code. Number of Records: 250 Field Name Field Description SIC 4 digit Standard Industrial Classification Code SICDesc 4 digit Standard Industrial Classification Description SumofToxLBS Toxic Weighted Pound Equivalents ( for year 2000) for a point source category or SIC group SUPERCAS_ category This table relates PCS parameters to their CAS number and parameter category. The parameter categories include biological parameters ( BIO), biological oxygen demand ( BOD), chemical oxygen demand ( COD), dissolved oxygen ( DO), flow ( FLOW), hydrocarbons ( HC), oil and grease ( O& G), priority pollutants ( PP), solids ( SOLIDS), and total suspended solids ( TSS). This table also includes a field indicating those parameters regulated under the MP & M point source category. Number of Records: 4,259 Field Name Field Description CAS Chemical Abstracts Services Number Category Parameter Category Included in MPM Indicates whether a parameter is included in Metal Products & Machinery point source category PRAM PCS Parameter Code PRAM_ NAME Parameter Name SUPERCROSSWALK This table relates 4 digit SIC codes to point source categories, 2 digit SIC groupings, or 4 digit SIC groupings. Number of Records: 1,016 10 Field Name Field Description Point Source 1 The first Point Source Category, 2 digit SIC group, or 4 digit SIC group Point Source 2 The second Point Source Category, 2 digit SIC group, or 4 digit SIC group Point Source 3 The third Point Source Category, 2 digit SIC group, or 4 digit SIC group Point Source 4 The fourth Point Source Category, 2 digit SIC group, or 4 digit SIC group SIC 4 digit Standard Industrial Classification Code SICDesc 4 digit Standard Industrial Classification Description TypeofGroup Indicates if a group is a Point Source Category ( PSC), a 2 digit SIC grouping ( SIC), or a 4 digit SIC grouping ( SIC4)

TWF REQUESTS This table provides the toxic weighting factors ( TWFs) as assigned by EPA Office of Water's Engineering and Analysis Division ( EAD). The TWFs measure the toxicity of the pollutant relative to copper, and take into account chronic freshwater aquatic criteria as well as human health criteria based on fish consumption. Number of Records: 1,993 Field Name Field Description CASNU Chemical Abstracts Service Number NAME Chemical Name SYN Alternate Name, Synonym TRI_ Match Indicates whether a chemical is included in TRI TWF EAD Toxic Weighting Factor UPDATE This field indicates the date of the most recent update to the TWF 11 3.0 Query Descriptions The queries included in PCSLoads2000 are listed below. Included in the query listing is a brief description of the purpose of each query.

ci_ Count_ by_ SIC_ minors_ Step1 The purpose of this query is to group facilities from " ci_ Toxic_ wt_ Minors" by SIC code.

ci_ Count_ by_ SIC_ minors_ Step2 The purpose of this query is to count the number of facilities for each SIC code from " ci_ Count_ by_ SIC_ minors_ Step1" query.

ci_ Count_ by_ SIC_ Step1 The purpose of this query is to group facilities from " ci_ Toxic_ Wt" by SIC code.

ci_ Count_ by_ SIC_ Step2 The purpose of this query is to count the number of facilities for each SIC code from " ci_ Count_ by_ SIC_ Step1."

ci_ Master_ List The purpose of this query is to create the " PCS_ Master_ List" table which includes all discharge information for all major facilities in PCS, with the exception of flow.

ci_ Toxic_ Wt The purpose of this query is to calculate TWPE for all chemicals reported in PCS for all major facilities with SIC codes listed in the " PCSFAC" table. This query is used as a building block for many queries.

ci_ Toxic_ wt_ Minors The purpose of this query is to calculate TWPE for all chemicals reported in PCS for all minor facilities with SIC codes listed in the " PCSFAC" table.

Make Final Table ( 10) not MF or MPM The purpose of this query is to append the " Point Source Ranking Sum  MF and MPM fixed" table. A listing of all facilities with the exception of Metal Finishing and Metal Products & Machinery facilities, is added to the table.

Make Final Table ( 8) MF The purpose of this query is to append a listing of all Metal Finishing facilities with their chemical discharge information to " Point Source Ranking Sum  MF and MPM fixed." 12 Make Final Table ( 9) MPM The purpose of this query is to append a listing of all Metal Products & Machinery facilities with their chemical discharge information to " Point Source Ranking Sum  MF and MPM fixed."

Make Final Table Collapse ( 12) MPM and MF fixed The purpose of this query is to create the " PSC_ Toxic_ Wt_ Ranking" table from " Point Source Ranking Sum  MF and MPM fixed." This query also calculates the total TWPE ( SumofToxLBS) for each 40 CFR Part.

Make Final Table Collapse ( 13) MPM and MF fixed by SIC The purpose of this query is to create " SIC_ Toxic_ Wt_ Ranking" from " Point Source Ranking Sum  MF and MPM fixed". This query also calculates total TWPE ( SumofToxLBS) for each SIC code.

Make Point Source Ranking  blank ( 1) The purpose of this query is to create a blank table named " Point Source Ranking Sum."

Make Point Source Ranking  blank ( 7) MF and MPM The purpose of this query is to create a blank table named " Point Source Ranking Sum  MF and MPM fixed."

Make Point Source Ranking  Collapse ( 11) The purpose of this query is to return total TWPE for each PCS facility and sort the results in descending order.

Make Point Source Ranking  PS1 ( 2) The purpose of this query is to append a listing of all facilities with non null Point Source 1 and their discharges from the " ci_ Toxic_ Wt" query to the " Point Source Ranking Sum" table.

Make Point Source Ranking  PS2 ( 3) The purpose of this query is to append a listing of all facilities with non null Point Source 2 and their discharges from the " ci_ Toxic_ Wt" query to the " Point Source Ranking Sum" table.

Make Point Source Ranking  PS3 ( 4) The purpose of this query is to append a listing of all facilities with non null Point Source 3 and their discharges from the " ci_ Toxic_ Wt" query to the " Point Source Ranking Sum" table.

Make Point Source Ranking  PS4 ( 5) The purpose of this query is to append a listing of all facilities with Point Source 4 data 13 and their discharges from the " ci_ Toxic_ Wt" query to the " Point Source Ranking Sum" table.

Make Point Source Ranking  w/ o PSC ( 6) The purpose of this query is to append a listing of all facilities null Point Source 4 and their discharges from the " ci_ Toxic_ Wt" table to the " Point Source Ranking Sum" table.

PCS_ FACS_ SteamElectric The purpose of this query is to return a list of all facilities classified as Stream Electric Power Generation and the total TWPE for each facility.

PCS_ FAC_ CFPR The purpose of this query is to return a list of all facilities classified as Chemical Formulating, Packaging, and Repackaging and the total TWPE for each facility.

PCS_ FAC_ Fertilizer The purpose of this query is to return a list of all facilities classified as Fertilizer Manufacturing and the total TWPE for each facility.

PCS_ FAC_ Inorganics The purpose of this query is to return a list of all facilities classified as Inorganic Chemicals Manufacturing and the total TWPE for each facility.

PCS_ FAC_ NFMM The purpose of this query is to return a list of all facilities classified as Nonferrous Metals Manufacturing and the total TWPE for each facility.

PCS_ FAC_ OCPSF The purpose of this query is to return a list of all facilities classified as Organic Chemicals, Plastics, and Synthetic Fibers and the total TWPE for each facility.

PCS_ FAC_ Oremining The purpose of this query is to return a list of all facilities classified as Ore Mining and Dressing and the total TWPE for each facility.

PCS_ FAC_ PBST The purpose of this query is to return a list of all facilities classified as Petroleum Bulk Stations and Terminals and the total TWPE for each facility.

PCS_ FAC_ Phosphate The purpose of this query is to return a list of all facilities classified as Phosphate Manufacturing and the total TWPE for each facility. 14 PCS_ FAC_ PR The purpose of this query is to return a list of all facilities classified as Petroleum Refining and the total TWPE for each facility.

PCS_ FAC_ PulpPaperPaperboard_ 1 The purpose of this query is to return a list of all facilities classified as Pulp, Paper, and Paperboard Phase I and the total TWPE for each facility.

PCS_ FAC_ PulpPaperPaperboard_ 2 The purpose of this query is to return a list of all facilities classified as Pulp, Paper, and Paperboard Phase II and the total TWPE for each facility.

PCS_ FAC_ PulpPaperPaperboard_ 3 The purpose of this query is to return a list of all facilities classified as Pulp, Paper, and Paperboard Phase III and the total TWPE for each facility.

PCS_ FAC_ Textile The purpose of this query is to return a list of all facilities classified as Textile Mills and the total TWPE for each facility.

PCS_ FAC_ Timber The purpose of this query is to return a list of all facilities classified as Timber Products Processing and the total TWPE for each facility.

PCS_ PRAM_ CFPR_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Chemical Formulating, Packaging, and Repackaging facilities.

PCS_ PRAM_ CFPR_ Step2 The purpose of this query is to return a list of chemicals discharged from all Chemical Formulating, Packaging, and Repackaging facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ Fertilizer_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Fertilizer Manufacturing facilities.

PCS_ PRAM_ Fertilizer_ Step2 The purpose of this query is to return a list of chemicals discharged from all Fertilizer Manufacturing facilities and their total TWPE along with the number of facilities reporting them. 15 PCS_ PRAM_ Inorganics_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Inorganic Chemicals Manufacturing facilities.

PCS_ PRAM_ Inorganics_ Step2 The purpose of this query is to return a list of chemicals discharged from all Inorganic Chemicals Manufacturing facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ NonferrousMetalsManufacturing_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Nonferrous Metals Manufacturing facilities.

PCS_ PRAM_ NonferrousMetalsManufacturing_ Step2 The purpose of this query is to return a list of chemicals discharged from all Nonferrous Metals Manufacturing facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ OCPSF_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Organic Chemicals, Plastics, and Synthetic Fibers facilities.

PCS_ PRAM_ OCPSF_ Step2 The purpose of this query is to return a list of chemicals discharged from all Organic Chemicals, Plastics, and Synthetic Fibers facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ OreMining_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Ore Mining and Dressing facilities.

PCS_ PRAM_ OreMining_ Step2 The purpose of this query is to return a list of chemicals discharged from all Ore Mining and Dressing facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ PBST_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Petroleum Bulk Stations and Terminals facilities.

PCS_ PRAM_ PBST_ Step2 The purpose of this query is to return a list of chemicals discharged from all Petroleum Bulk Stations and Terminals facilities, their total TWPE, and the number of facilities reporting them. 16 PCS_ PRAM_ Phosphate_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Phosphate Manufacturing facilities.

PCS_ PRAM_ Phosphate_ Step2 The purpose of this query is to return a list of chemicals discharged from all Phosphate Manufacturing facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ PR_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Petroleum Refining facilities.

PCS_ PRAM_ PR_ Step2 The purpose of this query is to return a list of chemicals discharged from all Petroleum Refining facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ PulpAndPaperPhaseI_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Pulp, Paper, and Paperboard Phase I facilities.

PCS_ PRAM_ PulpAndPaperPhaseI_ Step2 The purpose of this query is to return a list of chemicals discharged from all Pulp, Paper, and Paperboard Phase I facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ PulpAndPaperPhaseII_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Pulp, Paper, and Paperboard Phase II facilities.

PCS_ PRAM_ PulpAndPaperPhaseII_ Step2 The purpose of this query is to return a list of chemicals discharged from all Pulp, Paper, and Paperboard Phase II facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ PulpAndPaperPhaseIII_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Pulp, Paper, and Paperboard Phase III facilities.

PCS_ PRAM_ PulpAndPaperPhaseIII_ Step2 The purpose of this query is to return a list of chemicals discharged from all Pulp, Paper, and Paperboard Phase III facilities, their total TWPE, and the number of facilities reporting them. 17 PCS_ PRAM_ SteamElectric_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Steam Electric Power Generation facilities.

PCS_ PRAM_ SteamElectric_ Step2 The purpose of this query is to return a list of chemicals discharged from all Steam Electric Power Generation facilities, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ Textile_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Textile Mills.

PCS_ PRAM_ Textile_ Step2 The purpose of this query is to return a list of chemicals discharged from all Textile Mills, their total TWPE, and the number of facilities reporting them.

PCS_ PRAM_ Timber_ Step1 The purpose of this query is to return a list of all parameters and their total TWPE for Timber Products Processing facilities.

PCS_ PRAM_ Timber_ Step2 The purpose of this query is to return a list of chemicals discharged from all Timber Products Processing facilities, their total TWPE, and the number of facilities reporting them.

unique_ supercas The purpose of this query is to make a list of all unique parameters from " SUPERCAS_ category" for use in other queries.


[Federal Register Volume 80, Number 221 (Tuesday, November 17, 2015)]
[Notices]
[Pages 71895-71900]
[FR Doc No: 2015-29204]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31899; File No. 812-14256]

THL Credit, Inc., et al.; Notice of Application

November 10, 2015.
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 a
business development company and certain other closed-end management
investment companies to co-invest in portfolio companies with each
other and with affiliated investment funds.
    Applicants: THL Credit, Inc. (``TCRD''), THL Credit Holdings, Inc.
(``TCRD Subsidiary''), THL Credit Direct Lending Fund III LLC (``THL
Credit Fund III''), THL Credit Advisors LLC (``BDC Adviser'') on behalf
of itself and its successors,\1\ and THL Credit Senior Loan Strategies
LLC (``Subsidiary Adviser'') on behalf of itself and its successors.
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    \1\ The term ``successor,'' as applied to an Adviser, means an
entity that results from a reorganization into another jurisdiction
or change in the type of business organization.

DATES:  Filing Dates: The application was filed on December 23, 2013,
and amended on February 10, 2015, May 20, 2015, September 11, 2015, and
November 6, 2015.
    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
December 7, 2015, 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:  Brent J. Fields, Secretary, U.S. Securities and Exchange
Commission, 100 F St. NE., Washington, DC 20549-1090. Applicants: 100
Federal St., 31st Floor, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT:  Courtney S. Thornton, Senior Counsel,
at<PHONE_NUMBER> or David P. Bartels, Branch Chief, at<PHONE_NUMBER>
(Chief Counsel's Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION:  The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.
    Applicants' Representations:
    1. TCRD is an externally managed, non-diversified closed-end
management investment company incorporated in Delaware that has elected
to be regulated as a business development company (``BDC'') under
Section 54(a) of the Act.\2\ TCRD's Objectives and Strategies \3\ are
to generate both current income and capital appreciation, primarily
through investments in privately negotiated debt and equity securities
of middle market companies. The board of directors (``Board'') of TCRD
is comprised of seven directors, six of whom are Non-Interested
Directors. A majority of the directors of each of the Regulated Funds
will be persons who are not ``interested persons'' as defined in
section 2(a)(19) of the Act (``Non-Interested Directors'').
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    \2\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
    \3\ ``Objectives and Strategies'' means the investment
objectives and strategies of a Regulated Fund (as defined below), as
described in the Regulated Fund's registration statement on Form N-
2, other filings the Regulated Fund has made with the Commission
under the Securities Act of 1933 (the ``Securities Act''), or under
the Securities Exchange Act of 1934, and the Regulated Fund's
reports to shareholders.
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    2. THL Credit Fund III is a private fund organized in Delaware that
has not yet formally commenced principal operations. THL Credit Fund
III's investment objective is to generate current income consistent
with capital preservation by investing primarily in first lien and
second lien secured loans. THL Credit Fund III is not registered under
the Act in reliance on the exclusion from the definition of
``investment company'' in section 3(c)(7) of the Act.
    3. The BDC Adviser is a Delaware limited liability company and is
registered as an investment adviser under the Advisers Act. The BDC
Adviser serves as the investment adviser to TCRD and will serve as
investment adviser to THL Credit Fund III. The Subsidiary Adviser is a
Delaware limited liability company that is registered under the
Advisers Act.
    4. Applicants seek an order (``Order'') to permit one or more
Regulated Funds \4\ and/or one or more Affiliated Funds \5\ to
participate in the same investment opportunities through a proposed co-
investment program (the ``Co-Investment Program'') where such
participation would otherwise be prohibited under section 57(a)(4) and
rule 17d-1 by (a) co-investing with each other in securities issued by
issuers in private placement transactions in which an Adviser
negotiates terms in addition to price; \6\ and (b) making additional
investments in securities of such issuers, including through the
exercise of warrants, conversion privileges, and other rights to
purchase securities of the issuers (``Follow-On Investments''). ``Co-
Investment Transaction'' means any transaction in which a Regulated
Fund (or its Wholly-Owned Investment Sub, as defined below)
participated together with one or more other Regulated Funds and/or one
or more Affiliated Funds in reliance on the requested Order.
``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Fund (or its Wholly-Owned Investment
Sub) 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.\7\
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    \4\ ``Regulated Fund'' means TCRD and any Future Regulated Fund.
``Future Regulated Fund'' means any closed-end management investment
company (a) that is registered under the Act or has elected to be
regulated as BDC, (b) whose investment adviser is an Adviser, and
(c) that intends to participate in the Co-Investment Program. The
term ``Adviser'' means (a) the BDC Adviser and the Subsidiary
Adviser and (b) any future investment adviser that controls, is
controlled by or is under common control with the BDC Adviser and is
registered as an investment adviser under the Advisers Act.
    \5\ ``Affiliated Fund'' means THL Credit Fund III and any Future
Affiliated Funds. ``Future Affiliated Funds'' means any entity (a)
whose investment adviser is an Adviser, (b) that would be an
investment company but for section 3(c)(1) or 3(c)(7) of the Act,
and (c) that intends to participate in the Co-Investment Program.
    \6\ The term ``private placement transactions'' means
transactions in which the offer and sale of securities by the issuer
are exempt from registration under the Securities Act.
    \7\ All existing entities that currently intend to rely upon the
requested Order have been named as applicants. Any other existing or
future entity that subsequently relies on the Order will comply with
the terms and conditions of the application. TCRD manages two
limited term investment funds, THL Credit Greenway Fund LLC and THL
Credit Greenway Fund II LLC (together, the ``Greenway Entities'').
TCRD and the Greenway Entities previously agreed to conditions that
would apply to any co-investment transactions between them, but the
Greenway Entities are not applicants to the Order. Accordingly, the
Greenway Entities would not be able to rely on the requested Order
to participate in Co-Investment Transactions pursuant to the Order.
Moreover, the Greenway Entities will not be making any new or
follow-on co-investments with TCRD because the Greenway Entities are
fully invested and do not, and will not at any point, have any
capital to invest. No Greenway Entity will have an interest in any
issuer that is the subject of a Co-Investment Transaction completed
pursuant to the Order, and TCRD will not form or manage another
entity structured in the same manner as the Greenway Entities.
Additionally, THL Credit Logan JV LLC (``Logan JV''), a joint
venture with TCRD, would not be able to rely on the requested Order
and, accordingly, would not participate in Co-Investment
Transactions pursuant to the Order. No entity that holds an interest
in Logan JV is or would be an affiliated person, or an affiliated
person of an affiliated person, of TCRD within the meaning of
section 2(a)(3) of the Act, other than by virtue of its ownership
interest in Logan JV.
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    5. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\8\ Such a subsidiary
would be prohibited from investing in a Co-Investment Transaction with
any Affiliated Fund or other Regulated Fund because it would be a
company controlled by its parent Regulated Fund for purposes of section
57(a)(4) of the Act and rule 17d-1. Applicants request that each
Wholly-Owned Investment Sub be permitted to participate in Co-

Investment Transactions in lieu of its parent Regulated Fund and that
the Wholly-Owned Investment Sub's participation in any such transaction
be treated, for purposes of the requested order, as though the parent
Regulated Fund were participating directly. Applicants represent that
this treatment is justified because a Wholly-Owned Investment Sub would
have no purpose other than serving as a holding vehicle for the
Regulated Fund's investments and, therefore, no conflicts of interest
could arise between the Regulated Fund and the Wholly-Owned Investment
Sub. The Regulated Fund's Board would make all relevant determinations
under the conditions with regard to a Wholly-Owned Investment Sub's
participation in a Co-Investment Transaction, and the Regulated Fund's
Board would be informed of, and take into consideration, any proposed
use of a Wholly-Owned Investment Sub in the Regulated Fund's place. If
the Regulated Fund proposes to participate in the same Co-Investment
Transaction with any of its Wholly-Owned Investment Subs, the Board
will also be informed of, and take into consideration, the relative
participation of the Regulated Fund and the Wholly-Owned Investment
Sub. TCRD Subsidiary is a Wholly-Owned Investment Sub of TCRD, which is
structured as a Delaware corporation. In reliance on the exclusion from
the definition of ``investment company'' provided by section 3(c)(7) of
the Act, TCRD Subsidiary is not registered under the Act.
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    \8\ The term ``Wholly-Owned Investment Sub'' means an entity (i)
that is wholly-owned by a Regulated Fund (with the Regulated Fund at
all times holding, beneficially and of record, 100% of the voting
and economic interests); (ii) whose sole business purpose is to hold
one or more investments on behalf of the Regulated Fund; (iii) with
respect to which the Regulated Fund's Board has the sole authority
to make all determinations with respect to the entity's
participation under the conditions of the application; and (iv) that
would be an investment company but for Section 3(c)(1) or 3(c)(7) of
the Act.
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    6. When considering Potential Co-Investment Transactions for a
Regulated Fund, the applicable Adviser will consider only the
Objectives and Strategies, investment policies, investment positions,
Available Capital (defined below),\9\ and other pertinent factors
applicable to that Regulated Fund. The Board of each Regulated Fund,
including the Non-Interested Directors, has (or will have prior to
relying on the requested Order) determined that it is in the best
interests of the Regulated Fund to participate in Co-Investment
Transactions. The Regulated Fund Advisers expect that any portfolio
company that is an appropriate investment for a Regulated Fund should
also be an appropriate investment for one or more other Regulated Funds
and/or Affiliated Funds, with certain exceptions based on Available
Capital or diversification.\10\
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    \9\ The amount of each Regulated Fund's capital available for
investment (``Available Capital'') will be 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 Fund or imposed by applicable
laws, rules, regulations, or interpretations. Likewise, an
Affiliated Fund's Available Capital will be 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 Fund's directors,
general partners or adviser or imposed by applicable laws, rules,
regulations or interpretations.
    \10\ The Regulated Funds, however, will not be obligated to
invest, or co-invest, when investment opportunities are referred to
them.
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    7. Other than pro rata dispositions and Follow-On Investments as
provided in conditions 7 and 8, and after making the determinations
required in conditions 1 and 2(a), the Adviser will present each
Potential Co-Investment Transaction and the proposed allocation to the
directors of the Board eligible to vote under section 57(o) of the Act
(``Eligible Directors''), and the ``required majority,'' as defined in
section 57(o) of the Act (``Required Majority'') \11\ will approve each
Co-Investment Transaction prior to any investment by the participating
Regulated Fund.
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    \11\ In the case of a Regulated Fund that is a registered
closed-end fund, the Board members that make up the Required
Majority will be determined as if the Regulated Fund were a BDC
subject to Section 57(o).
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    8. With respect to the pro rata dispositions and Follow-On
Investments provided in conditions 7 and 8, a Regulated Fund may
participate in a pro rata disposition or Follow-On Investment without
obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Regulated Fund and
Affiliated Fund in such disposition is proportionate to its outstanding
investments in the issuer immediately preceding the disposition or
Follow-On Investment, as the case may be; and (ii) the Board of the
Regulated Fund has approved that Regulated Fund's participation in pro
rata dispositions and Follow-On Investments as being in the best
interests of the Regulated Fund. If the Board does not so approve, any
such disposition or Follow-On Investment will be submitted to the
Regulated Fund's Eligible Directors. The Board of any Regulated Fund
may at any time rescind, suspend or qualify its approval of pro rata
dispositions and Follow-On Investments with the result that all
dispositions and/or Follow-On Investments must be submitted to the
Eligible Directors.
    9. No Non-Interested Director of a Regulated Fund will have a
financial interest in any Co-Investment Transaction, other than
indirectly through share ownership in one of the Regulated Funds.
    10. If an Adviser or its principals, or any person controlling,
controlled by, or under common control with the Adviser or its
principals, and any Affiliated Fund (collectively, the ``Holders'') own
in the aggregate more than 25 per cent of the outstanding voting 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) the vote of a majority of the
outstanding voting securities, as defined in section 2(a)(42) of the
Act. Applicants believe that this condition will ensure that the Non-
Interested Directors will act independently in evaluating the Co-
Investment Program, because the ability of the Adviser or its
principals to influence the Non-Interested Directors by a suggestion,
explicit or implied, that the Non-Interested Directors can be removed
will be limited significantly. The Non-Interested Directors shall
evaluate and approve any such voting trust or proxy adviser, taking
into account its qualifications, reputation for independence, cost to
the shareholders, and other factors that they deem relevant.
    Applicants' Legal Analysis:
    1. Section 57(a)(4) of the Act prohibits certain affiliated persons
of a BDC from participating in joint transactions with the BDC or a
company controlled by a BDC in contravention of rules as prescribed by
the Commission. Under section 57(b)(2) of the Act, any person who is
directly or indirectly controlling, controlled by, or under common
control with a BDC is subject to section 57(a)(4). Applicants submit
that each of the Regulated Funds and Affiliated Funds could be deemed
to be a person related to each Regulated Fund in a manner described by
section 57(b) by virtue of being under common control. Section 57(i) of
the Act provides that, until the Commission prescribes rules under
section 57(a)(4), the Commission's rules under section 17(d) of the Act
applicable to registered closed-end investment companies will be deemed
to apply to transactions subject to section 57(a)(4). Because the
Commission has not adopted any rules under section 57(a)(4), rule 17d-1
also applies to joint transactions with Regulated Funds that are BDCs.
Section 17(d) of the Act and rule 17d-1 under the Act are applicable to
Regulated Funds that are registered closed-end investment companies.
    2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
affiliated persons of a registered investment

company from participating in joint transactions with the company
unless the Commission has granted an order permitting such
transactions. In passing upon applications under rule 17d-1, the
Commission considers whether the company's participation in the joint
transaction is consistent with the provisions, policies, and purposes
of the Act and the extent to which such participation is on a basis
different from or less advantageous than that of other participants.
    3. Applicants state that in the absence of the requested relief,
the Regulated Funds would be, in some circumstances, limited in their
ability to participate in attractive and appropriate investment
opportunities. Applicants believe that the proposed terms and
conditions will ensure that the Co-Investment Transactions are
consistent with the protection of each Regulated Fund's shareholders
and with the purposes intended by the policies and provisions of the
Act. Applicants state that the Regulated Funds' participation in the
Co-Investment Transactions will be consistent with the provisions,
policies, and purposes of the Act and on a basis that is not different
from or less advantageous than that of other participants.
    Applicants' Conditions:
    Applicants agree that the Order will be subject to the following
conditions:
    1. Each time an Adviser considers a Potential Co-Investment
Transaction for an Affiliated Fund or another Regulated Fund that falls
within a Regulated Fund's then-current Objectives and Strategies, the
Regulated Fund's Adviser will make an independent determination of the
appropriateness of the investment for such Regulated Fund in light of
the Regulated Fund's then-current circumstances.
    2. (a) If the Adviser deems a Regulated Fund's participation in any
Potential Co-Investment Transaction to be appropriate for the Regulated
Fund, it will then determine an appropriate level of investment for the
Regulated Fund.
    (b) If the aggregate amount recommended by the applicable Adviser
to be invested by the applicable Regulated Fund in the Potential Co-
Investment Transaction, together with the amount proposed to be
invested by the other participating Regulated Funds and Affiliated
Funds, collectively, in the same transaction, exceeds the amount of the
investment opportunity, the investment opportunity will be allocated
among them pro rata based on each participant's Available Capital, up
to the amount proposed to be invested by each. The applicable Adviser
will provide the Eligible Directors of each participating Regulated
Fund with information concerning each participating party's Available
Capital to assist the Eligible Directors with their review of the
Regulated Fund's investments for compliance with these allocation
procedures.
    (c) After making the determinations required in conditions 1 and
2(a), the applicable Adviser will distribute written information
concerning the Potential Co-Investment Transaction (including the
amount proposed to be invested by each participating Regulated Fund and
Affiliated Fund) to the Eligible Directors of each participating
Regulated Fund for their consideration. A Regulated Fund will co-invest
with one or more other Regulated Funds and/or one or more Affiliated
Funds only if, prior to the Regulated Fund's participation in the
Potential Co-Investment Transaction, a Required Majority concludes
that:
    (i) The terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Regulated
Fund and its shareholders and do not involve overreaching in respect of
the Regulated Fund or its shareholders on the part of any person
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) The interests of the shareholders of the Regulated Fund; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Funds or Affiliated
Funds would not disadvantage the Regulated Fund, and participation by
the Regulated Fund would not be on a basis different from or less
advantageous than that of other Regulated Funds or Affiliated Funds;
provided that, if 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 or the right to
have a board observer or any similar right to participate in the
governance or management of the portfolio company, such event shall not
be interpreted to prohibit the Required Majority from reaching the
conclusions required by this condition (2)(c)(iii), if:
    (A) The Eligible Directors will have the right to ratify the
selection of such director or board observer, if any;
    (B) the applicable Adviser agrees to, and does, provide periodic
reports to the Regulated Fund's Board with respect to the actions of
such director or the information received by such board observer or
obtained through the exercise of any similar right to participate in
the governance or management of the portfolio company; and
    (C) any fees or other compensation that any Affiliated Fund or any
Regulated Fund or any affiliated person of any Affiliated Fund or any
Regulated Fund receives in connection with the right of an Affiliated
Fund or a Regulated Fund to nominate a director or appoint a board
observer or otherwise to participate in the governance or management of
the portfolio company will be shared proportionately among the
participating Affiliated Funds (who each may, in turn, share its
portion with its affiliated persons) and the participating Regulated
Funds in accordance with the amount of each party's investment; and
    (iv) the proposed investment by the Regulated Fund will not benefit
the Advisers, the Affiliated Funds or the other Regulated Funds or any
affiliated person of any of them (other than the parties to the Co-
Investment Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by Section 17(e) or 57(k) of
the Act, as applicable, (C) indirectly, as a result of an interest in
the securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in condition 2(c)(iii)(C).
    3. Each Regulated Fund has the right to decline to participate in
any Potential Co-Investment Transaction or to invest less than the
amount proposed.
    4. The applicable Adviser will present to the Board of each
Regulated Fund, on a quarterly basis, a record of all investments in
Potential Co-Investment Transactions made by any of the other Regulated
Funds or Affiliated Funds during the preceding quarter that fell within
the Regulated Fund's then-current Objectives and Strategies that were
not made available to the Regulated Fund, and an explanation of why the
investment opportunities were not offered to the Regulated Fund. All
information presented to the Board pursuant to this condition will be
kept for the life of the Regulated Fund and at least two years
thereafter, and will be subject to examination by the Commission and
its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8,\12\ a Regulated Fund will not invest in reliance on the
Order in any issuer in which another Regulated Fund, Affiliated Fund,
or any affiliated person

of another Regulated Fund or Affiliated Fund is an existing investor.
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    \12\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
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    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date, and registration rights
will be the same for each participating Regulated Fund and Affiliated
Fund. The grant to an Affiliated Fund or another Regulated Fund, but
not the Regulated Fund, of the right to nominate a director for
election to a portfolio company's board of directors, the right to have
an observer on the board of directors or similar rights to participate
in the governance or management of the portfolio company will not be
interpreted so as to violate this condition 6, if conditions
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Affiliated Fund or any Regulated Fund elects to sell,
exchange or otherwise dispose of an interest in a security that was
acquired in a Co-Investment Transaction, the applicable Advisers will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed disposition at the earliest
practical time; and
    (ii) formulate a recommendation as to participation by each
Regulated Fund in the disposition.
    (b) Each Regulated Fund will have the right to participate in such
disposition on a proportionate basis, at the same price and on the same
terms and conditions as those applicable to the participating
Affiliated Funds and Regulated Funds.
    (c) A Regulated Fund may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Fund and each Affiliated Fund in such
disposition is proportionate to its outstanding investments in the
issuer immediately preceding the disposition; (ii) the Board of the
Regulated Fund has approved as being in the best interests of the
Regulated Fund the ability to participate in such dispositions on a pro
rata basis (as described in greater detail in the application); and
(iii) the Board of the Regulated Fund is provided on a quarterly basis
with a list of all dispositions made in accordance with this condition.
In all other cases, the Adviser will provide its written recommendation
as to the Regulated Fund's participation to the Eligible Directors, and
the Regulated Fund will participate in such disposition solely to the
extent that a Required Majority determines that it is in the Regulated
Fund's best interests.
    (d) Each Affiliated Fund and each Regulated Fund will bear its own
expenses in connection with any such disposition.
    8. (a) If any Affiliated Fund or any Regulated Fund desires to make
a Follow-On Investment in a portfolio company whose securities were
acquired in a Co-Investment Transaction, the applicable Advisers will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed transaction at the earliest
practical time; and
    (ii) formulate a recommendation as to the proposed participation,
including the amount of the proposed Follow-On Investment, by each
Regulated Fund.
    (b) A Regulated Fund may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Regulated Fund and each Affiliated Fund
in such investment is proportionate to its outstanding investments in
the issuer immediately preceding the Follow-On Investment; and (ii) the
Board of the Regulated Fund has approved as being in the best interests
of the Regulated Fund the ability to participate in Follow-On
Investments on a pro rata basis (as described in greater detail in the
application). In all other cases, the Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Directors, and the Regulated Fund will participate in such Follow-On
Investment solely to the extent that a Required Majority determines
that it is in the Regulated Fund's best interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Regulated
Funds' and the Affiliated Funds' outstanding investments immediately
preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the applicable Adviser to
be invested by the applicable Regulated Fund in the Follow-On
Investment, together with the amount proposed to be invested by the
other participating Regulated Funds and Affiliated Funds, collectively,
in the same transaction, exceeds the amount of the opportunity, then
the investment opportunity will be allocated among them pro rata based
on each participant's Available Capital, up to the maximum amount
proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and subject to the other conditions set forth in the
application.
    9. The Non-Interested Directors of each Regulated Fund will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Funds or Affiliated Funds that the
Regulated Fund considered but declined to participate in, so that the
Non-Interested Directors may determine whether all investments made
during the preceding quarter, including those investments that the
Regulated Fund considered but declined to participate in, comply with
the conditions of the Order. In addition, the Non-Interested Directors
will consider at least annually the continued appropriateness for the
Regulated Fund of participating in new and existing Co-Investment
Transactions.
    10. Each Regulated Fund will maintain the records required by
Section 57(f)(3) of the Act as if each of the Regulated Funds were a
BDC and each of the investments permitted under these conditions were
approved by the Required Majority under Section 57(f) of the Act.
    11. No Non-Interested Director of a Regulated Fund will also be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the Act) of an Affiliated Fund.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the Securities Act) will, to
the extent not payable by the Advisers under their respective
investment advisory agreements with Affiliated Funds and the Regulated
Funds, be shared by the Regulated Funds and the Affiliated Funds in
proportion to the relative amounts of the securities held or to be
acquired or disposed of, as the case may be.
    13. Any transaction fee (including break-up or commitment fees but
excluding broker's fees contemplated by Section 17(e) or 57(k) of the
Act, as applicable), received in connection with a Co-Investment
Transaction will be distributed to the participating Regulated Funds
and Affiliated Funds on a pro rata basis based on the amounts they
invested or committed, as the case may be, in such Co-Investment
Transaction. If any transaction fee is to be held by an Adviser pending
consummation of the transaction, the fee will be deposited into an
account maintained by such Adviser at a bank or

banks having the qualifications prescribed in Section 26(a)(1) of the
Act, and the account will earn a competitive rate of interest that will
also be divided pro rata among the participating Regulated Funds and
Affiliated Funds based on the amounts they invest in such Co-Investment
Transaction. None of the Affiliated Funds, the Advisers, the other
Regulated Funds or any affiliated person of the Regulated Funds or
Affiliated Funds will receive additional compensation or remuneration
of any kind as a result of or in connection with a Co-Investment
Transaction (other than (a) in the case of the Regulated Funds and the
Affiliated Funds, the pro rata transaction fees described above and
fees or other compensation described in condition 2(c)(iii)(C); and (b)
in the case of an Adviser, investment advisory fees paid in accordance
with the agreement between the Adviser and the Regulated Fund or
Affiliated Fund.
    14. 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 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.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-29204 Filed 11-16-15; 8:45 am]
 BILLING CODE 8011-01-P