[Federal Register Volume 86, Number 20 (Tuesday, February 2, 2021)]
[Notices]
[Pages 7892-7900]
[FR Doc No: 2021-02179]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34182; File No. 812-15099]

Hamilton Lane Private Assets Fund, et al.

January 28, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    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.
Applicants request an order to permit a closed-end management
investment company to co-invest in portfolio companies with affiliated
investment funds.

Applicants: Hamilton Lane Private Assets Fund (the ``Fund''), Hamilton
Lane Advisors, L.L.C. (``Hamilton Lane''), 2020 Tactical Market Fund
LP, Edgewood Partners LP, Fifth Stockholm CI SPV L.P., Finance Street
AIV Splitter L.P., Florida Growth Fund II LLC, Green Core Fund, L.P.,
Hamilton Lane Co-

Investment Fund IV Holdings LP, Hamilton Lane Co-Investment Fund IV
Holdings-2 LP, Hamilton Lane NM Fund I LP, Hamilton Lane Private Equity
Fund X Holdings LP, Hamilton Lane Private Markets Opportunity Fund LP,
Credit Series, Hamilton Lane Private Markets Opportunity Fund LP, Fund-
of-Funds Series, Hamilton Lane Private Markets Opportunity Fund LP,
Fund-of-Funds Series II, Hamilton Lane SMID II Holdings LP, Hamilton
Lane Strategic Opportunities Fund V (Series 2019) Holdings LP, Hamilton
Lane Strategic Opportunities Fund VI (Series 2020) Holdings LP,
Hamilton Lane Strategic Opportunities Fund VI (Series 2020) LP,
Hamilton Lane Venture Capital Series 2020, Hamilton Lane-Carpenters
Partnership Fund V L.P., HL International Investors LP, Series H2, HL-
HP Global Investments LP, HLSF V Holdings LP, Nakhoda Lane Fund L.P.,
Nakhoda Lane Fund DE SPV LP, SRCS HL PE 1 (Master) LP, Hamilton Lane/
NYSCRF Israel Investment Fund L.P., HL ENPAM Fund Splitter LP, HL
Impact Holdings LP, HL International Investors L.P. Series M, HL
International Investors L.P. Series N, HL International Investors L.P.
Series O, HL International Investors L.P. Series Q, HL International
Investors LP Series I, HL International Investors LP, HL Secondary
Opportunities 2018 Series, HL International Investors LP, Series H1, HL
International Investors, L.P. Series P, HL Miras Secondary Fund LP, HL
Pennsylvania Co-Investment Fund, L.P., HL Private Assets Holdings LP,
HL/AS Global Coinvest LP, HLSF IV Holdings LP, Hudson River Co-
Investment Fund III L.P., Innovation Lane LP, Jati Private Equity Fund
III L.P., KPI-Hamilton Lane Multi-Strategy Fund I Master LP, KPS-
Hamilton Lane Multi-Strategy Fund I Master LP, Libra Taurus PE Fund
Master LP, Moran Real Asset Fund II, L.P., New York Credit Co-
Investment Fund II LP, New York Credit SBIC Fund L.P., RAPM NM
Secondary Opportunity Fund, L.P., SRE HL PE 1 (Master) LP, SREH HL PE 1
(Master) LP, SRZ HL PE 1 (Master) LP, Tarragon Master Fund LP, Utah
Real Assets Portfolio, LP, Hamilton Lane Secondary Fund V International
Series Fund LP, Series 2, Hamilton Lane Infrastructure Fund Holdings
LP, Hamilton Lane Infrastructure Fund Holdings-2 LP, Hamilton Lane
Equity Opportunities Fund V Holding LP, and Hamilton Lane Equity
Opportunities Fund V Holding-2 LP.

Filing Dates: The application was filed on February 25, 2020, and
amended on July 13, 2020 and October 16, 2020.

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 emailing the Commission's
Secretary at<EMAIL_ADDRESS>and serving applicants with a
copy of the request, by email. Hearing requests should be received by
the Commission by 5:30 p.m. on February 22, 2021, and should be
accompanied by proof of service on the 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 emailing the Commission's Secretary at<EMAIL_ADDRESS>
ADDRESSES: The Commission<EMAIL_ADDRESS>Applicants: Attn:
General Counsel<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at
(202) 551-6773 or David J. Marcinkus, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Introduction

    1. The Applicants request an order of the Commission under sections
17(d) and 57(i) and rule 17d-1 thereunder (the ``Order'') to permit,
subject to the terms and conditions set forth in the application (the
``Conditions''), a Regulated Fund \1\ and one or more other Regulated
Funds and/or one or more Affiliated Funds \2\ to enter into Co-
Investment Transactions with each other. ``Co-Investment Transaction''
means any transaction in which one or more Regulated Funds (or its
Wholly-Owned Investment Sub) participated together with one or more
Affiliated Funds and/or one or more other Regulated Funds in reliance
on the Order. ``Potential Co-Investment Transaction'' means any
investment opportunity in which a Regulated Fund (or its Wholly-Owned
Investment Sub) could not participate together with one or more
Affiliated Funds and/or one or more other Regulated Funds without
obtaining and relying on the Order.\3\
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    \1\ ``Regulated Funds'' means the Fund and any Future Regulated
Funds. ``Future Regulated Fund'' means a closed-end management
investment company (a) that is registered under the Act or has
elected to be regulated as a business development company (``BDC'');
(b) whose investment adviser is an Adviser; and (c) that intends to
participate in the co-investment program. ``Adviser'' means Hamilton
Lane and any other investment adviser that is (i) controlling, under
common control with, or controlled by Hamilton Lane, (ii) registered
as an investment adviser under the Investment Advisers Act of 1940
(the ``Advisers Act''), and (iii) not a Regulated Fund or a
subsidiary of a Regulated Fund. Section 2(a)(48) defines a BDC to be
any closed-end investment company that operates for the purpose of
making investments in securities described in section 55(a)(1)
through 55(a)(3) and makes available significant managerial
assistance with respect to the issuers of such securities.
    \2\ ``Affiliated Fund'' means the Existing Affiliated Funds, any
Future Affiliated Fund or any Hamilton Lane Proprietary Account.
``Existing Affiliated Funds'' means the investment vehicles
identified in Schedule A of the application. ``Future Affiliated
Fund'' means any entity (a) whose investment adviser is an Adviser;
(b) that would be an investment company but for section 3(c)(1),
3(c)(5)(C) or 3(c)(7) of the Act; and (c) that intends to
participate in the co-investment program. ``Hamilton Lane
Proprietary Account'' means any account of an Adviser or its
affiliates or any company that is a direct or indirect, wholly- or
majority-owned subsidiary of the Adviser or its affiliates, which,
from time to time, may hold various financial assets in a principal
capacity.
    \3\ All existing entities that currently intend to rely on the
Order have been named as applicants and any existing or future
entities that may rely on the Order in the future will comply with
the terms and conditions of the application.
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Applicants

    2. The Fund was organized under the Delaware Statutory Trust Act
and is a closed-end management investment company registered under the
Act. The Fund's Board \4\ will be comprised of a majority of members
who are Independent Trustees.\5\
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    \4\ ``Board'' means the board of trustees (or the equivalent) of
a Regulated Fund.
    \5\ ``Independent Trustee'' means a member of the Board of any
relevant entity who is not an ``interested person'' as defined in
section 2(a)(19) of the Act. No Independent Trustee of a Regulated
Fund will have a direct or indirect financial interest in any Co-
Investment Transaction or any interest in any portfolio company,
other than indirectly through share ownership in one of the
Regulated Funds.
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    3. Hamilton Lane, a Pennsylvania limited liability company that is
registered under the Advisers Act, serves as the investment adviser to
the Fund.
    4. Hamilton Lane also serves as the investment adviser to each of
the Existing Affiliated Funds. Applicants represent that each Existing
Affiliated Fund is a separate and distinct legal entity and each would
be an investment company but for section 3(c)(1) or 3(c)(7) of the Act.
The Hamilton Lane Proprietary Accounts will hold various financial
assets in a principal capacity. Hamilton Lane and its affiliates may

operate through wholly- or majority-owned subsidiaries. Currently,
there are no Hamilton Lane Proprietary Accounts or subsidiaries that
exist and currently intend to participate in the co-investment program.
    5. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\6\ Such a subsidiary may
be prohibited from investing in a Co-Investment Transaction with a
Regulated Fund (other than its parent) or any Affiliated Fund because
it would be a company controlled by its parent Regulated Fund for
purposes of section 57(a)(4) and rule 17d-1. Applicants request that
each Wholly-Owned Investment Sub be permitted to participate in Co-
Investment Transactions in lieu of the Regulated Fund that owns it and
that the Wholly-Owned Investment Sub's participation in any such
transaction be treated, for purposes of the Order, as though the parent
Regulated Fund were participating directly.
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    \6\ ``Wholly-Owned Investment Sub'' means an entity (i) that is
wholly-owned by a Regulated Fund (with such Regulated Fund at all
times holding, beneficially and of record, 100% of the voting and
economic interests); (ii) whose sole business purpose is to hold one
or more investments on behalf of such Regulated Fund (and, in the
case of a SBIC Subsidiary (defined below), maintain a license under
the SBA Act (defined below) and issue debentures guaranteed by the
SBA (defined below)); (iii) with respect to which such Regulated
Fund's Board has the sole authority to make all determinations with
respect to the entity's participation under the Conditions; and (iv)
that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act. ``SBIC Subsidiary'' means a Wholly-Owned
Investment Sub that is licensed by the Small Business Administration
(the ``SBA'') to operate under the Small Business Investment Act of
1958, as amended, (the ``SBA Act'') as a small business investment
company.
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Applicants' Representations

A. Allocation Process

    6. Applicants state that the Advisers are presented with a
substantial number of investment opportunities each year on behalf of
their clients, and that the Advisers must determine how to allocate
those opportunities in a manner that, over time, is fair and equitable
to all of their clients. Such investment opportunities may be Potential
Co-Investment Transactions.
    7. Applicants represent that the Adviser has established processes
for allocating initial investment opportunities, opportunities for
subsequent investment in an issuer and dispositions of securities
holdings reasonably designed to treat all clients fairly and equitably.
Further, Applicants represent that these processes will be extended and
modified in a manner reasonably designed to ensure that the additional
transactions permitted under the Order will both (i) be fair and
equitable to the Regulated Funds and Affiliated Funds and (ii) comply
with the Conditions. In particular, consistent with Condition 1, if a
Potential Co-Investment Transaction falls within the then-current
Objectives and Strategies \7\ and any Board-Established Criteria \8\ of
a Regulated Fund, the policies and procedures will require that the
Adviser to such Regulated Fund receives sufficient information to allow
such Adviser's investment committee to make its independent
determination and recommendations under the Conditions.
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    \7\ ``Objectives and Strategies'' means with respect to any
Regulated Fund, its investment objectives and strategies, as
described in its most current registration statement on Form N-2,
other current filings with the Commission under the Securities Act
of 1933 (the ``Securities Act'') or under the Securities Exchange
Act of 1934, as amended, and its most current report to
stockholders.
    \8\ ``Board-Established Criteria'' means criteria that the Board
of a Regulated Fund may establish from time to time to describe the
characteristics of Potential Co-Investment Transactions regarding
which the Adviser to the Regulated Fund should be notified under
Condition 1. The Board-Established Criteria will be consistent with
the Regulated Fund's Objectives and Strategies. If no Board-
Established Criteria are in effect, then the Regulated Fund's
Adviser will be notified of all Potential Co-Investment Transactions
that fall within the Regulated Fund's then-current Objectives and
Strategies. Board-Established Criteria will be objective and
testable, meaning that they will be based on observable information,
such as industry/sector of the issuer, minimum EBITDA of the issuer,
asset class of the investment opportunity or required commitment
size, and not on characteristics that involve a discretionary
assessment. The Adviser to the Regulated Fund may from time to time
recommend criteria for the Board's consideration, but Board-
Established Criteria will only become effective if approved by a
majority of the Independent Trustees. The Independent Trustees of a
Regulated Fund may at any time rescind, suspend or qualify its
approval of any Board-Established Criteria, though applicants
anticipate that, under normal circumstances, the Board would not
modify these criteria more often than quarterly.
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    8. The Adviser to each applicable Regulated Fund will then make an
independent determination of the appropriateness of the investment for
the Regulated Fund in light of the Regulated Fund's then-current
circumstances. If the Adviser to a Regulated Fund deems the Regulated
Fund's participation in such Potential Co-Investment Transaction to be
appropriate, then it will formulate a recommendation regarding the
proposed order amount for the Regulated Fund.
    9. Applicants state that, for each Regulated Fund and Affiliated
Fund whose Adviser recommends participating in a Potential Co-
Investment Transaction, the Adviser will submit a proposed order amount
to an internal investment committee which the Adviser will establish to
handle the allocation of investment opportunities in Potential Co-
Investment Transactions. Applicants state further that, at this stage,
each proposed order amount may be reviewed and adjusted, in accordance
with the Advisers' written allocation policies and procedures, by the
Adviser's investment committee.\9\ The order of a Regulated Fund or
Affiliated Fund resulting from this process is referred to as its
``Internal Order.'' The Internal Order will be submitted for approval
by the Required Majority of any participating Regulated Funds in
accordance with the Conditions.\10\
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    \9\ The reason for any such adjustment to a proposed order
amount will be documented in writing and preserved in the records of
the Advisers.
    \10\ ``Required Majority'' means a required majority, as defined
in section 57(o) of the Act. In the case of a Regulated Fund that is
a registered closed-end fund, the Board members that make up the
Required Majority will be determined as if the Regulated Fund were a
BDC subject to section 57(o).
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    10. If the aggregate Internal Orders for a Potential Co-Investment
Transaction do not exceed the size of the investment opportunity
immediately prior to the submission of the orders to the underwriter,
broker, dealer or issuer, as applicable (the ``External Submission''),
then each Internal Order will be fulfilled as placed. If, on the other
hand, the aggregate Internal Orders for a Potential Co-Investment
Transaction exceed the size of the investment opportunity immediately
prior to the External Submission, then the allocation of the
opportunity will be made pro rata on the basis of the size of the
Internal Orders.\11\ If, subsequent to such External Submission, the
size of the opportunity is increased or decreased, or if the terms of
such opportunity, or the facts and circumstances applicable to the
Regulated Funds' or the Affiliated Funds' consideration of the
opportunity, change, the participants will be permitted to submit
revised Internal Orders in accordance with written allocation policies
and procedures that the Advisers will establish, implement and
maintain. The Board of the

Regulated Fund will then either approve or disapprove of the investment
opportunity in accordance with condition 2, 6, 7, 8 or 9, as
applicable.
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    \11\ Each Adviser will maintain records of all proposed order
amounts, Internal Orders and External Submissions in conjunction
with Potential Co-Investment Transactions. Each applicable Adviser
will provide the Eligible Trustees with information concerning the
Affiliated Fund's and Regulated Funds' order sizes to assist the
Eligible Trustees with their review of the applicable Regulated
Fund's investments for compliance with the Conditions. ``Eligible
Trustees'' means, with respect to a Regulated Fund and a Potential
Co-Investment Transaction, the members of the Regulated Fund's Board
eligible to vote on that Potential Co-Investment Transaction under
section 57(o) of the Act.
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B. Follow-On Investments

    11. Applicants state that from time to time the Regulated Funds and
Affiliated Funds may have opportunities to make Follow-On Investments
\12\ in an issuer in which a Regulated Fund and one or more other
Regulated Funds and/or Affiliated Funds previously have invested.
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    \12\ ``Follow-On Investment'' means an additional investment in
the same issuer, including, but not limited to, through the exercise
of warrants, conversion privileges or other rights to purchase
securities of the issuer.
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    12. Applicants propose that Follow-On Investments would be divided
into two categories depending on whether the prior investment was a Co-
Investment Transaction or a Pre-Boarding Investment.\13\ If the
Regulated Funds and Affiliated Funds had previously participated in a
Co-Investment Transaction with respect to the issuer, then the terms
and approval of the Follow-On Investment would be subject to the
Standard Review Follow-Ons described in Condition 8. If the Regulated
Funds and Affiliated Funds have not previously participated in a Co-
Investment Transaction with respect to the issuer but hold a Pre-
Boarding Investment, then the terms and approval of the Follow-On
Investment would be subject to the Enhanced-Review Follow-Ons described
in Condition 9. All Enhanced Review Follow-Ons require the approval of
the Required Majority. For a given issuer, the participating Regulated
Funds and Affiliated Funds would need to comply with the requirements
of Enhanced-Review Follow-Ons only for the first Co-Investment
Transaction. Subsequent Co-Investment Transactions with respect to the
issuer would be governed by the requirements of Standard Review Follow-
Ons.
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    \13\ ``Pre-Boarding Investments'' are investments in an issuer
held by a Regulated Fund as well as one or more Affiliated Funds
and/or one or more other Regulated Funds that were acquired prior to
participating in any Co-Investment Transaction in transactions: (i)
In which the only term negotiated by or on behalf of such funds was
price in reliance on one of the JT No-Action Letters (defined
below); or (ii) occurring at least 90 days apart and without
coordination between the Regulated Fund and any Affiliated Fund or
other Regulated Fund.
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    13. A Regulated Fund would be permitted to invest in Standard
Review Follow-Ons either with the approval of the Required Majority
under Condition 8(c) or without Board approval under Condition 8(b) if
it is (i) a Pro Rata Follow-On Investment \14\ or (ii) a Non-Negotiated
Follow-On Investment.\15\ Applicants believe that these Pro Rata and
Non-Negotiated Follow-On Investments do not present a significant
opportunity for overreaching on the part of any Adviser and thus do not
warrant the time or the attention of the Board. Pro Rata Follow-On
Investments and Non-Negotiated Follow-On Investments remain subject to
the Board's periodic review in accordance with Condition 10.
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    \14\ A ``Pro Rata Follow-On Investment'' is a Follow-On
Investment (i) in which the participation of each Affiliated Fund
and each Regulated Fund is proportionate to its outstanding
investments in the issuer or security, as appropriate, immediately
preceding the Follow-On Investment, and (ii) in the case of a
Regulated Fund, a majority of the Board has approved the Regulated
Fund's participation in the pro rata Follow-On Investments as being
in the best interests of the Regulated Fund. The Regulated Fund's
Board may refuse to approve, or at any time rescind, suspend or
qualify, its approval of Pro Rata Follow-On Investments, in which
case all subsequent Follow-On Investments will be submitted to the
Regulated Fund's Eligible Trustees in accordance with Condition
8(c).
    \15\ A ``Non-Negotiated Follow-On Investment'' is a Follow-On
Investment in which a Regulated Fund participates together with one
or more Affiliated Funds and/or one or more other Regulated Funds
(i) in which the only term negotiated by or on behalf of the funds
is price and (ii) with respect to which, if the transaction were
considered on its own, the funds would be entitled to rely on one of
the JT No-Action Letters. ``JT No-Action Letters'' means SMC
Capital, Inc., SEC No-Action Letter (pub. avail. Sept. 5, 1995) and
Massachusetts Mutual Life Insurance Company, SEC No-Action Letter
(pub. avail. June 7, 2000).
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C. Dispositions

    14. Applicants propose that Dispositions \16\ would be divided into
two categories. If the Regulated Funds and the Affiliated Funds holding
investments in the issuer had previously participated in a Co-
Investment Transaction with respect to the issuer, then the terms and
approval of the Disposition would be subject to the Standard Review
Dispositions described in Condition 6. If the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer but hold a Pre-Boarding
Investment, then the terms and approval of the Disposition would be
subject to the Enhanced Review Dispositions described in Condition 7.
Subsequent Dispositions with respect to the same issuer would be
governed by Condition 6 under the Standard Review Dispositions.\17\
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    \16\ ``Disposition'' means the sale, exchange or other
disposition of an interest in a security of an issuer.
    \17\ However, with respect to an issuer, if a Regulated Fund's
first Co-Investment Transaction is an Enhanced Review Disposition,
and the Regulated Fund does not dispose of its entire position in
the Enhanced Review Disposition, then before such Regulated Fund may
complete its first Standard Review Follow-On in such issuer, the
Eligible Trustees must review the proposed Follow-On Investment not
only on a stand-alone basis but also in relation to the total
economic exposure in such issuer (i.e., in combination with the
portion of the Pre-Boarding Investment not disposed of in the
Enhanced Review Disposition), and the other terms of the
investments. This additional review would be required because such
findings would not have been required in connection with the prior
Enhanced Review Disposition, but they would have been required had
the first Co-Investment Transaction been an Enhanced Review Follow-
On.
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    15. A Regulated Fund may participate in a Standard Review
Disposition either with the approval of the Required Majority under
Condition 6(d) or without Board approval under Condition 6(c) if (i)
the Disposition is a Pro Rata Disposition \18\ or (ii) the securities
are Tradable Securities \19\ and the Disposition meets the other
requirements of Condition 6(c)(ii). Pro Rata Dispositions and
Dispositions of a Tradable Security remain subject to the Board's
periodic review in accordance with Condition 10.
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    \18\ A ``Pro Rata Disposition'' is a Disposition (i) in which
the participation of each Affiliated Fund and each Regulated Fund is
proportionate to its outstanding investment in the security subject
to Disposition immediately preceding the Disposition; and (ii) in
the case of a Regulated Fund, a majority of the Board has approved
the Regulated Fund's participation in pro rata Dispositions as being
in the best interests of the Regulated Fund. The Regulated Fund's
Board may refuse to approve, or at any time rescind, suspend or
qualify, its approval of Pro Rata Dispositions, in which case all
subsequent Dispositions will be submitted to the Regulated Fund's
Eligible Trustees.
    \19\ ``Tradable Security'' means a security that meets the
following criteria at the time of Disposition: (i) It trades on a
national securities exchange or designated offshore securities
market as defined in rule 902(b) under the Securities Act; (ii) it
is not subject to restrictive agreements with the issuer or other
security holders; and (iii) it trades with sufficient volume and
liquidity (findings as to which are documented by the Advisers to
any Regulated Funds holding investments in the issuer and retained
for the life of the Regulated Fund) to allow each Regulated Fund to
dispose of its entire position remaining after the proposed
Disposition within a short period of time not exceeding 30 days at
approximately the value (as defined by section 2(a)(41) of the Act)
at which the Regulated Fund has valued the investment.
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D. Delayed Settlement

    16. Applicants represent that under the terms and Conditions of the
application, all Regulated Funds and Affiliated Funds participating in
a Co-Investment Transaction will invest at the same time, for the same
price and with the same terms, conditions, class, registration rights
and any other rights, so that none of them receives terms more
favorable than any other. However, the settlement date for an
Affiliated Fund in a Co-Investment Transaction may occur up to ten
business days after the settlement date for the Regulated Fund, and
vice versa.

Nevertheless, in all cases, (i) the date on which the commitment of the
Affiliated Funds and Regulated Funds is made will be the same even
where the settlement date is not and (ii) the earliest settlement date
and the latest settlement date of any Affiliated Fund or Regulated Fund
participating in the transaction will occur within ten business days of
each other.

E. Holders

    17. Under Condition 15, if an Adviser, its principals, or any
person controlling, controlled by, or under common control with the
Adviser or its principals, and the Affiliated Funds (collectively, the
``Holders'') own in the aggregate more than 25 percent of the
outstanding voting shares of a Regulated Fund (the ``Shares''), then
the Holders will vote such Shares in the same percentages as the
Regulated Fund's other shareholders (not including the Holders) when
voting on matters specified in the Condition. Applicants believe that
this Condition will ensure that the Independent Trustees will act
independently in evaluating Co-Investment Transactions, 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' Legal Analysis

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

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
conditions:

1. Identification and Referral of Potential Co-Investment Transactions

    (a) The Advisers will establish, maintain and implement policies
and procedures reasonably designed to ensure that each Adviser is
promptly notified of all Potential Co-Investment Transactions that fall
within the then-current Objectives and Strategies and Board-Established
Criteria of any Regulated Fund the Adviser manages.
    (b) When an Adviser to a Regulated Fund is notified of a Potential
Co-Investment Transaction under Condition 1(a), the Adviser will make
an independent determination of the appropriateness of the investment
for the Regulated Fund in light of the Regulated Fund's then-current
circumstances.

2. Board Approvals of Co-Investment Transactions

    (a) If an Adviser deems a Regulated Fund's participation in any
Potential Co-Investment Transaction to be appropriate for the Regulated
Fund, it will then determine an appropriate level of investment for the
Regulated Fund.
    (b) If the aggregate amount recommended by the Advisers to be

invested in the Potential Co-Investment Transaction by the
participating Regulated Funds and any participating Affiliated Funds,
collectively, exceeds the amount of the investment opportunity, the
investment opportunity will be allocated among them pro rata based on
the size of the Internal Orders, as described in Section III.A.1.b. of
the application. Each Adviser to a participating Regulated Fund will
promptly notify and provide the Eligible Trustees with information
concerning the Affiliated Funds' and Regulated Funds' order sizes to
assist the Eligible Trustees with their review of the applicable
Regulated Fund's investments for compliance with these Conditions.
    (c) After making the determinations required in Condition 1(b)
above, each Adviser to a participating Regulated Fund will distribute
written information concerning the Potential Co-Investment Transaction
(including the amount proposed to be invested by each participating
Regulated Fund and each participating Affiliated Fund) to the Eligible
Trustees of its participating Regulated Fund(s) for their
consideration. A Regulated Fund will enter into a Co-Investment
Transaction with one or more other Regulated Funds or the Affiliated
Funds only if, prior to the Regulated Fund's participation in the
Potential Co-Investment Transaction, a Required Majority concludes
that:
    (i) The terms of the transaction, including the consideration to be
paid, are reasonable and fair to the Regulated Fund and its
shareholders and do not involve overreaching in respect of the
Regulated Fund or its shareholders on the part of any person concerned;
    (ii) the transaction is consistent with:
    (A) The interests of the Regulated Fund's shareholders; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Fund(s) or Affiliated
Fund(s) would not disadvantage the Regulated Fund, and participation by
the Regulated Fund would not be on a basis different from, or less
advantageous than, that of any other Regulated Fund(s) or Affiliated
Fund(s) participating in the transaction; provided that the Required
Majority shall not be prohibited from reaching the conclusions required
by this Condition 2(c)(iii) if:
    (A) The settlement date for another Regulated Fund or an Affiliated
Fund in a Co-Investment Transaction is later than the settlement date
for the Regulated Fund by no more than ten business days or earlier
than the settlement date for the Regulated Fund by no more than ten
business days, in either case, so long as: (x) The date on which the
commitment of the Affiliated Fund and Regulated Funds is made is the
same; and (y) the earliest settlement date and the latest settlement
date of any Affiliated Fund or Regulated Fund participating in the
transaction will occur within ten business days of each other; or
    (B) any other Regulated Fund or Affiliated Fund, but not the
Regulated Fund itself, gains the right to nominate a director for
election to a portfolio company's board of directors, the right to have
a board observer or any similar right to participate in the governance
or management of the portfolio company so long as: (x) The Eligible
Trustees will have the right to ratify the selection of such director
or board observer, if any; (y) the Adviser agrees to, and does, provide
periodic reports to the Regulated Fund's Board with respect to the
actions of such director or the information received by such board
observer or obtained through the exercise of any similar right to
participate in the governance or management of the portfolio company;
and (z) any fees or other compensation that any other Regulated Fund or
Affiliated Fund or any affiliated person of any other Regulated Fund or
Affiliated Fund receives in connection with the right of one or more
Regulated Funds or Affiliated Funds to nominate a director or appoint a
board observer or otherwise to participate in the governance or
management of the portfolio company will be shared proportionately
among any participating Affiliated Funds (who may, in turn, share their
portion with their affiliated persons) and any participating Regulated
Fund(s) in accordance with the amount of each such party's investment;
and
    (iv) the proposed investment by the Regulated Fund will not involve
compensation, remuneration or a direct or indirect \20\ financial
benefit to the Advisers, any other Regulated Fund, the Affiliated Funds
or any affiliated person of any of them (other than the parties to the
Co-Investment Transaction), except (A) to the extent permitted by
Condition 14, (B) to the extent permitted by section 17(e) or 57(k), as
applicable, (C) indirectly, as a result of an interest in the
securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in Condition 2(c)(iii)(B)(z).
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    \20\ For example, procuring the Regulated Fund's investment in a
Potential Co-Investment Transaction to permit an affiliate to
complete or obtain better terms in a separate transaction would
constitute an indirect financial benefit.
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    3. Right to Decline. Each Regulated Fund has the right to decline
to participate in any Potential Co-Investment Transaction or to invest
less than the amount proposed.
    4. General Limitation. Except for Follow-On Investments made in
accordance with Conditions 8 and 9 below,\21\ a Regulated Fund will not
invest in reliance on the Order in any issuer in which a Related Party
has an investment.\22\
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    \21\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
    \22\ ``Related Party'' means (i) any Close Affiliate and (ii) in
respect of matters as to which any Adviser has knowledge, any Remote
Affiliate. ``Close Affiliate'' means the Advisers, the Regulated
Funds, the Affiliated Funds and any other person described in
section 57(b) (after giving effect to rule 57b-1) in respect of any
Regulated Fund (treating any registered investment company or series
thereof as a BDC for this purpose) except for limited partners
included solely by reason of the reference in section 57(b) to
section 2(a)(3)(D). ``Remote Affiliate'' means any person described
in section 57(e) in respect of any Regulated Fund (treating any
registered investment company or series thereof as a BDC for this
purpose) and any limited partner holding 5% or more of the relevant
limited partner interests that would be a Close Affiliate but for
the exclusion in that definition.
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    5. Same Terms and Conditions. A Regulated Fund will not participate
in any Potential Co-Investment Transaction unless (i) the terms,
conditions, price, class of securities to be purchased, date on which
the commitment is entered into and registration rights (if any) will be
the same for each participating Regulated Fund and Affiliated Fund and
(ii) the earliest settlement date and the latest settlement date of any
participating Regulated Fund or Affiliated Fund will occur as close in
time as practicable and in no event more than ten business days apart.
The grant to one or more Regulated Funds or Affiliated Funds, but not
the respective Regulated Fund, of the right to nominate a director for
election to a portfolio company's board of directors, the right to have
an observer on the board of directors or similar rights to participate
in the governance or management of the portfolio company will not be
interpreted so as to violate this Condition 5, if Condition
2(c)(iii)(B) is met.

6. Standard Review Dispositions

    (a) General. If any Regulated Fund or Affiliated Fund elects to
sell, exchange or otherwise dispose of an interest in a security and
one or more Regulated Funds and Affiliated Funds have previously
participated in a Co-

Investment Transaction with respect to the issuer, then:
    (i) The Adviser to such Regulated Fund or Affiliated Fund \23\ will
notify each Regulated Fund that holds an investment in the issuer of
the proposed Disposition at the earliest practical time; and
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    \23\ Any Hamilton Lane Proprietary Account that is not advised
by an Adviser is itself deemed to be an Adviser for purposes of
Conditions 6(a)(i), 7(a)(i), 8(a)(i), and 9(a)(i).
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    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition.
    (b) Same Terms and Conditions. Each Regulated Fund will have the
right to participate in such Disposition on a proportionate basis, at
the same price and on the same terms and conditions as those applicable
to the Affiliated Funds and any other Regulated Fund.
    (c) No Board Approval Required. A Regulated Fund may participate in
such a Disposition without obtaining prior approval of the Required
Majority if:
    (i)(A) The participation of each Regulated Fund and Affiliated Fund
in such Disposition is proportionate to its then-current holding of the
security (or securities) of the issuer that is (or are) the subject of
the Disposition; \24\ (B) the Board of the Regulated Fund has approved
as being in the best interests of the Regulated Fund the ability to
participate in such Dispositions on a pro rata basis (as described in
greater detail in the application); and (C) the Board of the Regulated
Fund is provided on a quarterly basis with a list of all Dispositions
made in accordance with this Condition; or
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    \24\ In the case of any Disposition, proportionality will be
measured by each participating Regulated Fund's and Affiliated
Fund's outstanding investment in the security in question
immediately preceding the Disposition.
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    (ii) each security is a Tradable Security and (A) the Disposition
is not to the issuer or any affiliated person of the issuer; and (B)
the security is sold for cash in a transaction in which the only term
negotiated by or on behalf of the participating Regulated Funds and
Affiliated Funds is price.
    (d) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Trustees and the Regulated Fund will
participate in such Disposition solely to the extent that a Required
Majority determines that it is in the Regulated Fund's best interests.

7. Enhanced Review Dispositions

    (a) General. If any Regulated Fund or Affiliated Fund elects to
sell, exchange or otherwise dispose of a Pre-Boarding Investment in a
Potential Co-Investment Transaction and the Regulated Funds and
Affiliated Funds have not previously participated in a Co-Investment
Transaction with respect to the issuer:
    (i) The Adviser to such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds an investment in the issuer of
the proposed Disposition at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to participation by such
Regulated Fund in the Disposition; and
    (iii) the Advisers will provide to the Board of each Regulated Fund
that holds an investment in the issuer all information relating to the
existing investments in the issuer of the Regulated Funds and
Affiliated Fund, including the terms of such investments and how they
were made, that is necessary for the Required Majority to make the
findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written
recommendation as to the Regulated Fund's participation to the Eligible
Trustees, and the Regulated Fund will participate in such Disposition
solely to the extent that a Required Majority determines that:
    (i) The Disposition complies with Condition 2(c)(i), (ii),
(iii)(A), and (iv); and
    (ii) the making and holding of the Pre-Boarding Investments were
not prohibited by section 57 or rule 17d-1, as applicable, and records
the basis for the finding in the Board minutes.
    (c) Additional Requirements. The Disposition may only be completed
in reliance on the Order if:
    (i) Same Terms and Conditions. Each Regulated Fund has the right to
participate in such Disposition on a proportionate basis, at the same
price and on the same terms and conditions as those applicable to the
Affiliated Funds and any other Regulated Fund;
    (ii) Original Investments. All of the Affiliated Funds' and
Regulated Funds' investments in the issuer are Pre-Boarding
Investments;
    (iii) Advice of counsel. Independent counsel to the Board advises
that the making and holding of the investments in the Pre-Boarding
Investments were not prohibited by section 57 (as modified by rule 57b-
1) or rule 17d-1, as applicable;
    (iv) Multiple Classes of Securities. All Regulated Funds and
Affiliated Funds that hold Pre-Boarding Investments in the issuer
immediately before the time of completion of the Co-Investment
Transaction hold the same security or securities of the issuer. For the
purpose of determining whether the Regulated Funds and Affiliated Funds
hold the same security or securities, they may disregard any security
held by some but not all of them if, prior to relying on the Order, the
Required Majority is presented with all information necessary to make a
finding, and finds, that: (x) Any Regulated Fund's or Affiliated Fund's
holding of a different class of securities (including for this purpose
a security with a different maturity date) is immaterial \25\ in
amount, including immaterial relative to the size of the issuer; and
(y) the Board records the basis for any such finding in its minutes. In
addition, securities that differ only in respect of issuance date,
currency, or denominations may be treated as the same security; and
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    \25\ In determining whether a holding is ``immaterial'' for
purposes of the Order, the Required Majority will consider whether
the nature and extent of the interest in the transaction or
arrangement is sufficiently small that a reasonable person would not
believe that the interest affected the determination of whether to
enter into the transaction or arrangement or the terms of the
transaction or arrangement.
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    (v) No control. The Affiliated Funds, the other Regulated Funds and
their affiliated persons (within the meaning of section 2(a)(3)(C) of
the Act), individually or in the aggregate, do not control the issuer
of the securities (within the meaning of section 2(a)(9) of the Act).

8. Standard Review Follow-Ons

    (a) General. If any Regulated Fund or Affiliated Fund desires to
make a Follow-On Investment in an issuer and the Regulated Funds and
Affiliated Funds holding investments in the issuer previously
participated in a Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Fund will
notify each Regulated Fund that holds securities of the portfolio
company of the proposed transaction at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in
the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such
Regulated Fund.
    (b) No Board Approval Required. A Regulated Fund may participate in
the Follow-On Investment without obtaining prior approval of the
Required Majority if:
    (i)(A) The proposed participation of each Regulated Fund and each

Affiliated Fund in such investment is proportionate to its outstanding
investments in the issuer or the security at issue, as appropriate,\26\
immediately preceding the Follow-On Investment; and (B) the Board of
the Regulated Fund has approved as being in the best interests of the
Regulated Fund the ability to participate in Follow-On Investments on a
pro rata basis (as described in greater detail in the application); or
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    \26\ To the extent that a Follow-On Investment opportunity is in
a security or arises in respect of a security held by the
participating Regulated Funds and any Affiliated Fund,
proportionality will be measured by each participating Regulated
Fund's and Affiliated Fund's outstanding investment in the security
in question immediately preceding the Follow-On Investment using the
most recent available valuation thereof. To the extent that a
Follow-On Investment opportunity relates to an opportunity to invest
in a security that is not in respect of any security held by any of
the participating Regulated Funds or any Affiliated Fund,
proportionality will be measured by each participating Regulated
Fund's and Affiliated Fund's outstanding investment in the issuer
immediately preceding the Follow-On Investment using the most recent
available valuation thereof.
---------------------------------------------------------------------------

    (ii) it is a Non-Negotiated Follow-On Investment.
    (c) Standard Board Approval. In all other cases, the Adviser will
provide its written recommendation as to the Regulated Fund's
participation to the Eligible Trustees and the Regulated Fund will
participate in such Follow-On Investment solely to the extent that a
Required Majority makes the determinations set forth in Condition 2(c).
If the only previous Co-Investment Transaction with respect to the
issuer was an Enhanced Review Disposition the Eligible Trustees must
complete this review of the proposed Follow-On Investment both on a
stand-alone basis and together with the Pre-Boarding Investments in
relation to the total economic exposure and other terms of the
investment.
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds' and the
Affiliated Funds' outstanding investments in the issuer or the security
at issue, as appropriate, immediately preceding the Follow-On
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated
Funds and any participating Affiliated Funds, collectively, exceeds the
amount of the investment opportunity, then the Follow-On Investment
opportunity will be allocated among them pro rata based on the size of
the Internal Orders, as described in Section III.A.1.b. of the
application.
    (e) Other Conditions. The acquisition of Follow-On Investments as
permitted by this Condition will be considered a Co-Investment
Transaction for all purposes and subject to the other Conditions set
forth in the application.

9. Enhanced Review Follow-Ons

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

described in Section III.A.1.b. of the application.
    (e) Other Conditions. The acquisition of Follow-On Investments as
permitted by this Condition will be considered a Co-Investment
Transaction for all purposes and subject to the other Conditions set
forth in the application.

10. Board Reporting, Compliance and Annual Re-Approval

    (a) Each Adviser to a Regulated Fund will present to the Board of
each Regulated Fund, on a quarterly basis, and at such other times as
the Board may request, (i) a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Funds or any
Affiliated Funds during the preceding quarter that fell within the
Regulated Fund's then-current Objectives and Strategies and Board-
Established Criteria that were not made available to the Regulated
Fund, and an explanation of why such investment opportunities were not
made available to the Regulated Fund; (ii) a record of all Follow-On
Investments in and Dispositions of investments in any issuer in which
the Regulated Fund holds any investments by any Affiliated Fund or
other Regulated Fund during the prior quarter; and (iii) all
information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by other Regulated
Funds or any Affiliated Funds that the Regulated Fund considered but
declined to participate in, so that the Independent Trustees, may
determine whether all Potential Co-Investment Transactions and Co-
Investment Transactions during the preceding quarter, including those
investments that the Regulated Fund considered but declined to
participate in, comply with the Conditions.
    (b) All information presented to the Regulated Fund's Board
pursuant to this Condition will be kept for the life of the Regulated
Fund and at least two years thereafter, and will be subject to
examination by the Commission and its staff.
    (c) Each Regulated Fund's chief compliance officer, as defined in
rule 38a-1(a)(4), will prepare an annual report for its Board each year
that evaluates (and documents the basis of that evaluation) the
Regulated Fund's compliance with the terms and Conditions of the
application and the procedures established to achieve such compliance.
    (d) The Independent Trustees will consider at least annually
whether continued participation in new and existing Co-Investment
Transactions is in the Regulated Fund's best interests.
    11. Record Keeping. Each Regulated Fund will maintain the records
required by section 57(f)(3) of the Act as if each of the Regulated
Funds were a BDC and each of the investments permitted under these
Conditions were approved by the Required Majority under section 57(f).
    12. Trustee Independence. No Independent Trustee of a Regulated
Fund will also be a director, general partner, managing member or
principal, or otherwise be an ``affiliated person'' (as defined in the
Act) of any Affiliated Fund.
    13. Expenses. The expenses, if any, associated with acquiring,
holding or disposing of any securities acquired in a Co-Investment
Transaction (including, without limitation, the expenses of the
distribution of any such securities registered for sale under the
Securities Act) will, to the extent not payable by the Advisers under
their respective advisory agreements with the Regulated Funds and the
Affiliated Funds, be shared by the Regulated Funds and any
participating Affiliated Funds in proportion to the relative amounts of
the securities held or being acquired or disposed of, as the case may
be.
    14. Transaction Fees.\27\ Any transaction fee (including break-up,
structuring, monitoring or commitment fees but excluding brokerage or
underwriting compensation permitted by section 17(e) or 57(k)) received
in connection with any Co-Investment Transaction will be distributed to
the participants on a pro rata basis based on the amounts they invested
or committed, as the case may be, in such Co-Investment Transaction. If
any transaction fee is to be held by an Adviser pending consummation of
the transaction, the fee will be deposited into an account maintained
by an Adviser at a bank or banks having the qualifications prescribed
in section 26(a)(1), and the account will earn a competitive rate of
interest that will also be divided pro rata among the participants.
None of the Adviser, the Affiliated Funds, the other Regulated Funds or
any affiliated person of the Affiliated Funds or the Regulated Funds
will receive any additional compensation or remuneration of any kind as
a result of or in connection with a Co-Investment Transaction other
than (i) in the case of the Regulated Funds and the Affiliated Funds,
the pro rata transaction fees described above and fees or other
compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or
underwriting compensation permitted by section 17(e) or 57(k) or (iii)
in the case of the Adviser, investment advisory compensation paid in
accordance with investment advisory agreements between the applicable
Regulated Fund(s) or Affiliated Fund(s) and its Adviser.
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    \27\ Applicants are not requesting and the Commission is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    15. Independence. 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 in the same percentages as the Regulated Fund's other
shareholders (not including the Holders) when voting on (1) the
election of directors; (2) the removal of one or more directors; or (3)
any other matter under either the Act or applicable State law affecting
the Board's composition, size or manner of election.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02179 Filed 2-1-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: July 30, 2009 (Volume 74, Number 145)]
[Notices]
[Page 38012-38013]
[DOCID:fr30jy09-59]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPP-2007-0513; FRL-8428-2]

Triclosan; Product Cancellation Order

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: This notice announces EPA's order for the cancellations,
voluntarily requested by the registrant and accepted by the Agency, of
products containing the pesticide triclosan pursuant to section 6(f)(1)
of the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), as
amended. This cancellation order follows a April 22,2009 Federal
Register Notice of Receipt of Requests from the triclosan registrant to
voluntarily cancel all their triclosan technical grade product
registrations. These are not the last triclosan products registered for
use in the United States. In the April 22, 2009 notice, EPA indicated
that it would issue an order implementing the cancellations to
terminate uses, unless the Agency received substantive comments within
the 30-day comment period that would

merit its further review of these requests, or unless the registrant
withdrew their requests within this period. The Agency did not receive
any comments on the notice. Further, the registrant did not withdraw
their requests. Accordingly, EPA hereby issues in this notice a
cancellation order granting the requested cancellations. Any
distribution, sale, or use of the triclosan products subject to this
cancellation order is permitted only in accordance with the terms of
this order, including any existing stocks provisions.

DATES: The cancellations are effective July 30, 2009.

FOR FURTHER INFORMATION CONTACT: Heather Garvie, Antimicrobials
Division (7510P), Office of Pesticide Programs, Environmental
Protection Agency, 1200 Pennsylvania Ave., NW., Washington, DC 20460-
0001; telephone number:<PHONE_NUMBER>; fax number:<PHONE_NUMBER>; e-
mail address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this Action Apply to Me?

    This action is directed to the public in general, and may be of
interest to a wide range of stakeholders including environmental, human
health, and agricultural advocates; the chemical industry; pesticide
users; and members of the public interested in the sale, distribution,
or use of pesticides. Since others also may be interested, the Agency
has not attempted to describe all the specific entities that may be
affected by this action. If you have any questions regarding the
applicability of this action to a particular entity, consult the person
listed under FOR FURTHER INFORMATION CONTACT.

B. How Can I Get Copies of this Document and Other Related Information?

    1. Docket. EPA has established a docket for this action under
docket identification (ID) number EPA-HQ-OPP-2007-0513. Publicly
available docket materials are available either in the electronic
docket at http://www.regulations.gov, or, if only available in hard
copy, at the Office of Pesticide Programs (OPP) Regulatory Public
Docket in Rm. S-4400, One Potomac Yard (South Bldg.), 2777 S. Crystal
Dr., Arlington, VA. The hours of operation of this Docket Facility are
from 8:30 a.m. to 4 p.m., Monday through Friday, excluding legal
holidays. The Docket Facility telephone number is<PHONE_NUMBER>.
    2. Electronic access. You may access this Federal Register document
electronically through the EPA Internet under the ``Federal Register''
listings at http://www.epa.gov/fedrgstr.

II. What Action is the Agency Taking?

    This notice announces the cancellation, as requested by
registrants, of certain manufacturing-use triclosan products registered
under section 3 of FIFRA. These registrations are listed in sequence by
registration number in Table 1 of this unit.

                Table 1.--Triclosan Product Cancellations
------------------------------------------------------------------------
          EPA Registration Number                   Product Name
------------------------------------------------------------------------
70404-2                                     Irgasan DP300R
------------------------------------------------------------------------
70404-5                                     Irgaguard B1000
------------------------------------------------------------------------

    Table 2 of this unit includes the names and addresses of record for
all registrants of the products in Table 1 of this unit, in sequence by
EPA company number.

          Table 2.--Registrants of Cancelled Triclosan Products
------------------------------------------------------------------------
            EPA Company Number                Company Name and Address
------------------------------------------------------------------------
70404                                       Ciba Corporation
                                            4090 Premier Drive
                                            High Point, NC 27265
------------------------------------------------------------------------

III. Summary of Public Comments Received and Agency Response to
Comments

    During the public comment period provided, EPA received no comments
in response to the April 22, 2009 Federal Register notice (74 FR 18378;
FRL-8410-6) announcing the Agency's receipt of the requests for
voluntary cancellations of triclosan.

 IV. Cancellation Order

    Pursuant to FIFRA section 6(f), EPA hereby approves the requested
cancellations of triclosan registrations identified in Table 1 of Unit
II. Accordingly, the Agency orders that the triclosan product
registrations identified in Table 1 of Unit II. are hereby canceled.
Any distribution, sale, or use of existing stocks of the products
identified in Table 1 of Unit II. in a manner inconsistent with any of
the Provisions for Disposition of Existing Stocks set forth in Unit VI.
will be considered a violation of FIFRA.

V. What is the Agency's Authority for Taking this Action?

    Section 6(f)(1) of FIFRA provides that a registrant of a pesticide
product may at any time request that any of its pesticide registrations
be canceled or amended to terminate one or more uses. FIFRA further
provides that, before acting on the request, EPA must publish a notice
of receipt of any such request in the Federal Register. Thereafter,
following the public comment period, the Administrator may approve such
a request.

VI. Provisions for Disposition of Existing Stocks

    Existing stocks are those stocks of registered pesticide products
which are currently in the United States and which were packaged,
labeled, and released for shipment prior to the effective date of the
cancellation action. The cancellation order issued in this notice
includes the following existing stocks provisions. Registrants may sell
and distribute existing stocks for one year from the date of the
cancellation request. The products may be sold, distributed, and used
by people other than the registrant until existing stocks have been
exhausted, provided that such sale, distribution, and use complies with
the EPA-approved label and labeling of the product.

List of Subjects

    Environmental protection, Pesticides and pests, Triclosan,
Antimicrobials.

    Dated: July 17, 2009.
 Joan Harrigan Farrelly
Director, Antimicrobials Division, Office of Pesticide Programs.

[FR Doc. E9-18196 Filed 7-29-09; 8:45 am]

BILLING CODE 6560-50-S


[Federal Register: March 27, 2006 (Volume 71, Number 58)]
[Notices]
[Page 15238-15240]
[DOCID:fr27mr06-103]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53509; File No. SR-NASD-2006-036]

Self Regulatory Organizations; National Association of Securities
Dealers, Inc.; Notice of Filing and Order Granting Accelerated Approval
of Proposed Rule Change Relating to Certification by the Chief
Executive Officer Under NASD Interpretive Material 3013

March 17, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 7, 2006, the National Association of Securities Dealers, Inc.
(``NASD'') filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by NASD. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons. In addition, the Commission is granting
accelerated approval of the proposed rule change for the reasons
discussed below.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NASD is proposing to amend NASD Interpretive Material 3013 (``IM-
3013'') to clearly establish the timing with respect to the requirement
to submit to the member's board of directors and audit committee a
report that evidences certain processes that form the basis of a
certification by the Chief Executive Officer (``CEO'') under Rule 3013.
Below is the text of the proposed rule change. Proposed new language is
in italics; proposed deletions are in brackets.
* * * * *

3000. RESPONSIBILITIES RELATING TO ASSOCIATED PERSONS, EMPLOYEES, AND
OTHERS' EMPLOYEES

* * * * *

IM-3013. Annual Compliance and Supervision Certification

* * * * *

Annual Compliance and Supervision Certification

    The undersigned is the chief executive officer (or equivalent
officer) of [name of member corporation/partnership/sole
proprietorship] (the ``Member''). As required by NASD Rule 3013(b), the
undersigned makes the following certification:
    1. through 2. No change.
    3. The Member's processes, with respect to paragraph 1 above, are
evidenced in a report reviewed by the chief executive officer (or
equivalent officer), chief compliance officer, and such other officers
as the Member may deem necessary to make this certification[[, and]].
The final report has been submitted to the Member's board of directors
and audit committee or will be submitted to the Member's board of
directors and audit committee (or equivalent bodies) at the earlier of
their next scheduled meetings or within 45 days of the date of
execution of this certification.
    4. No change.
* * * * *
    The report required in paragraph 3 of the certification must
document the member's processes for establishing, maintaining,
reviewing, testing and modifying compliance policies, that are
reasonably designed to achieve compliance with applicable NASD rules,
MSRB rules and federal securities laws and regulations, and any
principal designated by the member may prepare the report. The report
must be produced prior to execution of the certification and be
reviewed by the chief executive

officer (or equivalent officer), chief compliance officer and any other
officers the member deems necessary to make the certification and must
be provided to the member's board of directors and audit committee in
final form either prior to execution of the certification or at the
earlier of their next scheduled meetings or within 45 days of execution
of the certification. The report should include the manner and
frequency in which the processes are administered, as well as the
identification of officers and supervisors who have responsibility for
such administration. The report need not contain any conclusions
produced as a result of following the processes set forth therein. The
report may be combined with any other compliance report or other
similar report required by any other self-regulatory organization
provided that (1) such report is clearly titled in a manner indicating
that it is responsive to the requirements of the certification and this
Interpretive Material; (2) a member that submits a report for review in
response to an NASD request must submit the report in its entirety; and
(3) the member makes such report in a timely manner, i.e., annually.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NASD included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. NASD has prepared summaries, set forth in sections A, B,
and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    NASD Rule 3013 requires each member's CEO or equivalent officer to
certify annually that the member has in place processes to establish,
maintain, review, modify, and test policies and procedures reasonably
designed to achieve compliance with applicable NASD rules, MSRB rules
and the federal securities laws and regulations. The rule is
accompanied by IM-3013, which sets forth the actual certification
language and provides additional guidance about the requirements of the
rule and sets forth certain limitations to its scope. On October 14,
2005, NASD filed for immediate effectiveness amendments to Rule 3013 to
extend until April 1, 2006, the date by which members must execute
their first annual certification pursuant to Rule 3013 and IM-3013.\3\
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 52727 (Nov. 3, 2005); 70
FR 68122 (Nov. 9, 2005) (SR-NASD-2005-121).
---------------------------------------------------------------------------

    The certification consists of four attestations, each set forth in
a separate numbered paragraph within IM-3013. In paragraph 3 of the
certification, the CEO attests that the member's processes are
``evidenced in a report reviewed by the chief executive officer (or
equivalent officer), chief compliance officer, and such other officers
as the Member may deem necessary to make this certification, and
submitted to the Member's board of directors and audit committee.''
    IM-3013 does not clearly specify whether a member may submit the
report to its board of directors and audit committee \4\ after the CEO
makes the certification, and NASD has interpreted the certification
language to require a member to submit the report to those entities
prior to certification. However, it was not NASD's intent to require
the board of directors or audit committee to review or consider the
report as a condition to the CEO executing the certification. Rather,
the requirement that the report be submitted to the member's board of
directors and audit committee was intended to ensure that those
governing bodies remain informed of this aspect of the member's
compliance system in the context of their overall responsibility for
governance and internal controls of the member for which they serve.
Accordingly, NASD sees no compelling reason to mandate that the report
be submitted to the board of directors and audit committee prior to the
CEO executing the certification, and therefore the proposed rule change
would permit submission of the final report to these governing bodies
to take place either before or after the execution of the
certification, provided that the board of directors and audit committee
receive the report at the earlier of their next scheduled meeting or
within 45 days after execution of the certification.\5\ Importantly,
the board of directors and audit committee must receive the report in
its final form regardless of whether the member elects to submit it to
them before or after certification by the CEO.
---------------------------------------------------------------------------

    \4\ IM-3013 requires that members that do not utilize a board of
directors or audit committee in the conduct of their business must,
as a part of their process, have the report reviewed by their
governing bodies and committees that serve similar functions.
    \5\ New York Stock Exchange (``NYSE'') Rule 342.30 also requires
that each member (or member organization) file by April 1 of each
year a report that addresses the member organization's supervision
and compliance efforts during the preceding calendar year, as well
as ongoing compliance processes and procedures. NYSE Rule 342.30.
The report must include, among other things, a certification by the
member or its Chief Executive Officer (or equivalent officer) that
the member has processes in place, among other things, to establish
and maintain policies and procedures reasonably designed to achieve
compliance with applicable Exchange rules and federal securities
laws and regulations. NYSE Rule 342.30(e). This certification must
be submitted to the member's board of directors and audit committee
(if such a committee exists). NYSE Rule 342.30(e)(iii).
    The NYSE interprets the certification delivery requirement of
Rule 342.30 more restrictively than NASD has proposed to interpret
the comparable requirement in NASD Rule 3013. Specifically, Rule
342.30 requires the submittal of the report to the board and the
audit committee prior to certification. NYSE Information Memo 06-08
(March 13, 2006). Firms that are dual members of NASD and the NYSE
are subject to both NASD 3013 and NYSE Rule 342.30 and must,
therefore, comply with the more restrictive requirements of NYSE
Rule 342.30. Telephone conversation between Patrice Gliniecki,
Deputy General Counsel, NASD, and Richard Strasser, Acting Assistant
Director, Market Regulation, Commission (March 16, 2006).
---------------------------------------------------------------------------

2. Statutory Basis
    NASD believes that the proposed rule change is consistent with the
provisions of Section 15A of the Act,\6\ in general, and Section
15A(b)(6) of the Act,\7\ in particular, which requires, among other
things, that NASD's rules must be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest. NASD believes that the proposed rule change will
further the investor protection goals of the CEO certification
requirement by ensuring timely receipt of the Rule 3013 report by a
member's board of directors and audit committee and by providing
further clarity to the application of the Rule 3013 in its accompanying
interpretive material.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-3.
    \7\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    NASD does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASD-2006-036 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASD-2006-036. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549. Copies of such filing also will be available for
inspection and copying at the principal office of NASD.
    All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to the File Number SR-NASD-2006-
036 and should be submitted on or before April 17, 2006.

IV. Commission's Findings and Order Granting Accelerated Approval of
Proposed Rule Change

    The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities association.\8\
Specifically, the Commission finds that the proposed rule change is
consistent with Section 15A(b)(6) of the Act,\9\ which requires, among
other things, that the rules of a national securities association must
be designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, and, in general, to
protect investors and the public interest. The Commission finds that
the proposed rule change is consistent with the Act and, in particular,
with Section 15A(b)(6) of the Act because the proposal should help to
provide clarity with respect to the timing for the delivery of the
report required by Rule 3013 while ensuring that the report is
delivered to the member's board of directors and audit committee (or
their equivalents) in a timely manner.
---------------------------------------------------------------------------

    \8\ See supra note 6. In approving this proposal, the Commission
has considered its impact on efficeincy, competition, and capital
formation. 15 U.S.C. 78c(f).
    \9\ See supra note 7.
---------------------------------------------------------------------------

    NASD has requested that the Commission find good cause for
approving the proposed rule change prior to the 30th day after
publication of notice thereof in the Federal Register. The Commission
finds good cause, pursuant to Section 19(b)(2) of the Act,\10\ for
approving the proposed rule change prior to the 30th day after the date
of publication of notice of filing thereof in the Federal Register
because it believes accelerated approval will reduce the burden of
members that are currently in the process of taking the necessary steps
to execute the first CEO certification, which is required to be made by
April 1, 2006.\11\ Moreover, the Commission does not believe that the
proposal will reduce the investor protections that the certification
requirement is intended to promote.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2).
    \11\ See Exchange Act Release No. 52727 (Nov. 3, 2005), 70 FR
68122 (Nov. 9, 2005) (SR-NASD-2005-121) (which, among other things,
extended until April 1, 2006 the date by which members must execute
their first annual certification pursuant to Rule 3013 and IM-3013).
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\12\ that the proposed rule change (SR-NASD-2006-036), is hereby
approved on an accelerated basis.
---------------------------------------------------------------------------

    \12\ See supra note 10.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-4346 Filed 3-24-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: October 5, 2010 (Volume 75, Number 192)]
[Notices]
[Page 61469]
[DOCID:fr05oc10-70]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER10-3051-000]

Champion Energy, LLC; Supplemental Notice That Initial Market-
Based Rate Filing Includes Request for Blanket Section 204
Authorization

September 28, 2010.
    This is a supplemental notice in the above-referenced proceeding of
Champion Energy, LLC's application for market-based rate authority,
with an accompanying rate tariff, noting that such application includes
a request for blanket authorization, under 18 CFR part 34, of future
issuances of securities and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street, NE.,
Washington, DC 20426, in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214). Anyone filing a motion to intervene or protest must serve a
copy of that document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is October 18, 2010.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street, NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-24952 Filed 10-4-10; 8:45 am]
BILLING CODE 6717-01-P