[Federal Register Volume 87, Number 106 (Thursday, June 2, 2022)]
[Notices]
[Pages 33535-33542]
[FR Doc No: 2022-11784]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94988; File No. SR-OCC-2022-002]

Self-Regulatory Organizations; The Options Clearing Corporation;
Order Granting Approval of Proposed Rule Change Concerning the Options
Clearing Corporation's Governance Arrangements

May 26, 2022.

I. Introduction

    On February 7, 2022, the Options Clearing Corporation (``OCC'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change SR-OCC-2022-002 (``Proposed Rule Change'')
pursuant to Section 19(b) of the Securities Exchange Act of 1934
(``Exchange Act'') \1\ and Rule 19b-4 \2\ thereunder to amend certain
of its governing documents by (1) clarifying that OCC's Public
Directors (defined below) may not be affiliated with any designated
contract market (``DCM'') or futures commission merchant (``FCM''); (2)
allowing OCC's board of directors (the ``Board'') to delegate certain
authorities to Board-level committees \3\ or officers; (3) amending
OCC's by-laws (the ``By-Laws'') with regard to stockholder consent; and
(4) applying additional housekeeping amendments to the charter of the
Board (``Board Charter'') and Committee Charters (collectively, the
``Charters'').\4\ The Proposed Rule Change was published for public
comment in the Federal Register on February 25, 2022.\5\ The Commission
received one comment regarding the Proposed Rule Change.\6\ This order
approves the Proposed Rule Change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Committees supporting OCC's Board include an Audit
Committee (the ``AC''), a Compensation and Performance Committee
(the ``CPC''), a Governance and Nominating Committee (the ``GNC''),
a Risk Committee (the ``RC''), and a Technology Committee (the
``TC'') (collectively, the ``Committees''). The purpose, form, and
function of the Committees is governed by each Committee's
respective charter (i.e., the ``AC Charter,'' the ``CPC Charter,''
the ``GNC Charter,'' the ``RC Charter,'' and the ``TC Charter'')
(collectively, the ``Committee Charters'').
    \4\ See Notice of Filing infra note 5, 87 FR at 10881.
    \5\ Securities Exchange Act Release No. 94283 (Feb. 18, 2022),
87 FR 10881 (Feb. 25, 2022) (File No. SR-OCC-2022-002) (``Notice of
Filing'').
    \6\ The comment on the Proposed Rule Change is available at
https://www.sec.gov/comments/sr-occ-2022-002/srocc2022002.htm.
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II. Background 7
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    \7\ Capitalized terms used but not defined herein have the
meanings specified in OCC's Rules and By-Laws, available at https://www.theocc.com/about/publications/bylaws.jsp.
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A. Public Director Qualifications

    The Proposed Rule Change would amend Sections 6A and 12 of Article
III of the By-Laws, the Fitness Standards adopted by the Board
thereunder,\8\ and the Board Charter to codify OCC's practice of
nominating Public Directors who are, in addition to other
qualifications, unaffiliated with DCMs and FCMs. Currently, OCC's By-
Laws and Fitness Standards define Public Directors as individuals who
are not affiliated with a national securities exchange, national
securities association, or a broker or dealer in securities.\9\ OCC
notes that these restrictions were intended to broaden the mix of
viewpoints and business expertise represented on the Board.\10\
Subsequent to implementing these restrictions, OCC added futures market
clearing memberships and expanded its services to include clearance of
futures and futures options.\11\ OCC's practice has been and is to
nominate Public Directors who are independent from DCMs and FCMs, and
it believes it is appropriate to codify this practice in its By-Laws,
Fitness Standards, and Board Charter.\12\ Similar to the existing
restrictions related to national securities exchanges, securities
associations, and brokers and dealers, OCC believes that the proposal
to exclude DCM- or FCM-affiliated Public Directors would broaden the
mix of viewpoints and business expertise represented on the Board.\13\
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    \8\ See Fitness Standards for Directors, Clearing Members, and
Others, available at https://www.theocc.com/getmedia/40ab0b06-5e8a-441e-97e3-fab85d3cfe0b/fitness_standards.pdf.
    \9\ See By-Laws Art. III Sec.  6A & Interpretation and Policy
.01.
    \10\ See Securities Exchange Act No. 30328 (Jan. 31, 1992), 57
FR 4784 (Feb. 7, 1992) (File No. SR-OCC-92-2).
    \11\ See Exchange Act Release No. 44434 (June 15, 2001), 66 FR
33283 (June 21, 2001) (File No. SR-OCC-2001-05).
    \12\ See Notice of Filing supra note 5, 87 FR at 10882.
    \13\ Id.
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B. Delegated Authority

    OCC proposes to amend the Charters to delegate authority from the
Board to the Committees to review and approve certain routine
initiatives and policies. In addition, OCC proposes to amend its

By-Laws and Committee Charters to delegate authority to authorize
certain regulatory filings to a Committee or, in limited cases, an OCC
officer.\14\ However, as provided under the current Board Charter, in
all instances, the Board would retain the obligation to oversee such
delegated activity.\15\
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    \14\ Under OCC's By-Laws, the Board may elect one or more
officers as it may from time to time determine are required for the
effective management and operation of the Corporation. By-Laws Art.
IV Sec.  1. In addition, the Chairman, Chief Executive Officer and
Chief Operational Officer each may appoint such officers, in
addition to those elected by the Board, and such agents as they each
shall deem necessary or appropriate to carry out the functions
assigned to them. By-Laws Art. IV Sec.  2.
    \15\ See Board Charter, available at https://www.theocc.com/about/corporate-information/board-charter (stating that ``[t]he
Board may form and delegate authority to committees and may delegate
authority to one or more of its members and to one or more
designated officers of OCC. However, in all instances, the Board
retains the obligation to oversee such delegated activity and to
assure itself that delegation and reliance on the work of such
delegates is reasonable.'').
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    Currently, the Charters delegate to the Committees the review of
many routine initiatives or policies, but not usually the approval.
Regulatory filings generally require approval by the full Board.\16\
OCC believes that its current governance processes have several
disadvantages, including mandating that numerous matters that otherwise
would not occupy the time and attention of the Board be brought to the
full Board for approval.\17\ OCC also believes that requiring Board
approval makes it more difficult to obtain authorization for regulatory
filings between regularly scheduled Board meetings absent a special
Board meeting.\18\ In practice, the Board routinely delegates authority
to Committees to approve initiatives, policy changes, and rule filings
on a case-by-case basis when proposed changes are expected to be ready
for Board-level review between regular Board meetings, in part because
the Board relies on the business expertise of the directors appointed
to the Committees to review and approve proposed changes within the
scope of each Committee's responsibilities.
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    \16\ The Board has delegated the approval of fee change-related
filings to the CPC, and the Board may delegate authority for
approving individual filings on a case-by-case basis.
    \17\ See Notice of Filing supra note 5, 87 FR at 10882.
    \18\ Id.
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    The Proposed Rule Change would delegate to the Committees authority
for the review and approval of certain initiatives and policies, as
well as approval of proposed rule changes for matters within the scope
of authority of each Committee. Specifically, OCC proposes to amend the
Charters to delegate authority to the Committees to review and approve
the following initiatives and policies that currently require Board
approval:

------------------------------------------------------------------------
               Committee                     Initiatives and Policies
------------------------------------------------------------------------
Audit..................................  evaluation and appointment of
Committee (``AC'').....................   an external auditor
Compensation and Performance Committee   review and approval of the:
 (``CPC'').
                                          corporate performance
                                          report (formerly the
                                          ``Corporate Plan''); and
                                          annual budget
Governance and Nominating Committee      review and approval of the:
 (``GNC'').
                                          Director Code of
                                          Conduct
                                          Related Party
                                          Transaction Policy
                                          Board self-evaluation
                                          questionnaire
Risk Committee (``RC'')................  review and approval of:
                                          risk appetites and
                                          risk tolerances
                                          changes to existing
                                          models
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    For matters that are within the scope of the Committee's
responsibilities, each Committee generally would have the authority to
amend OCC policies filed with the Commission as rules pursuant to the
Exchange Act.\19\ The Board would, however, retain sole approval
authority for certain policies.\20\ The Board would also retain the
authority to revoke delegated authority and limit or modify the scope
of such delegated authority, either in whole or in part, by Board
resolution. OCC would also amend Article XI, Section 2 of the By-Laws
to allow the Board to delegate authority to Committees to authorize the
filing of proposed amendments to OCC's rules. Board approval would
continue to be required for filings related to amendments that require
a supermajority vote pursuant to Article XI, Section 2 of the By-
Laws.\21\ OCC would amend the Committee Charters to include among each
Committee's functions and responsibilities the authorization of
regulatory submissions within the scope of the functions and
responsibilities delegated to each Committee.\22\
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    \19\ For example, with respect to risk management-related
policies, OCC would amend the RC Charter by deleting the provisions
requiring the RC to recommend changes to certain risk-related
policies to the Board for approval. Instead, the RC would be
authorized to approve such regulatory filings. The Board would
continue to review OCC's risk management policies, procedures, and
systems annually, but would delegate authority to approve intra-year
changes to such policies and procedures to the RC.
    \20\ These include policies for which the Board has determined
to retain oversight. For example, the Board would remain the sole
authority to approve policies addressing decision-making in crises
and emergencies. See Board Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
    \21\ Amendments requiring a supermajority vote include
amendments of the introduction to Chapter X of the Rules (involving
Clearing Fund contributions), Rule 1002, Rule 1006, Rule 1009, and
Rule 1010. By-Laws Art. XI Sec.  2.
    \22\ The RC Charter currently grants the RC authority to
``authorize the filing of regulatory submissions pursuant to'' the
performance of the responsibilities and functions that the Board
shall delegate to the RC from time to time. See RC Charter,
available at https://www.theocc.com/about/corporate-information/board-charter.
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    OCC also proposes to allow the Board to delegate authority to an
OCC officer to make certain regulatory filings. OCC believes that such
delegated authority would help OCC to more efficiently revise its rules
to improve their clarity and ensure their consistency.\23\ Factors the
Board would consider in delegating such authority to an officer
include, but are not limited to, the responsibilities and expertise of
the officer to whom authority would be delegated and any limitations on
the scope of the delegated authority, including limitations to the
subject matter, materiality of the changes, the regulatory approval
process required to implement the amendments, and the manner in which
the officer must notify the Board or a Committee about filings approved
pursuant to such authority. Such delegation authority and related
factors are described in OCC's proposed changes to the Board Charter
and Section 2 of Article XI of the By-

Laws.\24\ Based on the factors identified above, OCC believes that the
Chief Legal Officer and Chief Regulatory Officer have the appropriate
responsibility and expertise to identify matters suitable for delegated
approval based on the limits imposed with respect to the method of
filing the proposed changes under the Exchange Act and the materiality
of the proposed changes.\25\
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    \23\ See Notice of Filing supra note 5, 87 FR at 10883.
    \24\ OCC anticipates that if implemented, the Board would
delegate authority to the Chief Legal Officer and Chief Regulatory
Counsel to authorize regulatory filings that (1) may be filed for
immediate effectiveness pursuant to Section 19(b)(3) of the Exchange
Act, and (2) proposed rule changes that the Chief Legal Officer or
Chief Regulatory Counsel determines in his or her discretion to
constitute clarifications, corrections or minor changes, in each
case other than filings that would amend OCC's By-Laws, Rules that
require a supermajority vote of the Board to amend pursuant to
Article XI, Section 2 of the By-Laws, or rule-filed policies for
which the Board has retained oversight vis-[agrave]-vis the
Committees. In addition, OCC anticipates that if implemented, the
Board's delegation of authority would be conditioned on the officers
notifying the Board of regulatory filings approved by delegated
authority at the next regularly scheduled Board meeting. OCC expects
to implement procedures to ensure the Board is so notified. See
Notice of Filing supra note 5, 87 FR at 10883.
    \25\ Id.
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C. By-Law Article XI

    OCC proposes to amend Article XI of the By-Laws to remove the
provision that allows OCC to treat an Exchange Director's vote as the
consent of the stockholder who elected the Exchange Director for those
amendments to the By-Laws that require stockholder consent. According
to OCC, the provision codified a long-standing understanding between
OCC and the stockholders to consider the affirmative vote of each
Exchange Director as the approval of the stockholder.\26\ To avoid
potential conflicts between an Exchange Director's fiduciary duty as a
director of OCC and the Exchange Director's fiduciary duty to the
stockholder, the By-Laws provide that an Exchange Director may disclaim
such stockholder consent.\27\ It is OCC's current practice to obtain
written consent from the stockholders for all matters that require such
consent.\28\ OCC contends that the Proposed Rule Change would eliminate
the outdated authority in OCC's By-Laws to impute an Exchange
Director's vote to constitute stockholder consent and better reflect
current practice.\29\ As a result, OCC's By-Laws would require written
consent from the stockholders for all matters that require such
consent.
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    \26\ See Exchange Act Release No. 43630 (Nov. 28, 2000), 65 FR
75991, 75991 (Dec. 5, 2000) (File No. SR-OCC-00-05) (``Each of OCC's
stockholders is a participant exchange of OCC, and each is entitled
to elect one `exchange director' to OCC's board of directors. It has
been the practice of OCC and the exchanges to consider the
affirmative vote of each exchange director to be the required
approval of the stockholder that elected that exchange director. OCC
is proposing to amend Article XI, Section 1 to provide more explicit
authorization for this procedure.'').
    \27\ Id.
    \28\ See Notice of Filing supra note 5, 87 FR at 10884. Such
matters would include amendments to Sections 2, 3 and 5 of Article
II (By-Laws pertaining to Stockholders, including those addressing
Special Meetings, Quorum, and Voting), Article III (By-Laws
pertaining to the Board), as well as other Articles listed in
Article XI. By-Laws Art. XI Sec.  1.
    \29\ Id.
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D. Other Amendments to the Board Charter and Corporate Charters

    The Proposed Rule Change would make other amendments to the
Charters arising from the annual review of OCC's governance
arrangements. These proposed amendments are intended to increase
consistency across OCC's governance arrangements and to make other
conforming changes to improve their clarity and transparency. These
changes are described and broadly categorized below.\30\
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    \30\ Many of the components of the Proposed Rule Change may
serve more than one purpose and could, therefore, be discussed in
more than one category herein. The categorization of changes is not
designed to denote otherwise.
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(1) Clarity and Transparency
    The Proposed Rule Change would amend the Board Charter to provide
for a minimum of four meetings per year, rather than five. This change
would align the Board Charter with the Committee Charters, which
generally require at least four meetings each year. The Proposed Rule
Change would also modify the attendance guidelines to provide that
attendance telephonically or by videoconference for meetings scheduled
for in-person attendance is discouraged. This change conforms with the
current Director Code of Conduct and would be applied to each of the
Committee Charters.
    The Proposed Rule Change would also amend the discussion of the
Board's mission to more accurately reflect that OCC's services to the
industry are not limited to clearance and settlement.\31\ The
amendments would also clarify that the Board approves ``material,''
rather than ``major,'' changes in auditing and accounting principles
and practices. This proposed change would align the Board Charter with
language in the AC Charter.
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    \31\ For example, OCC provides thought leadership and education
to market participants and the public about the prudent use of
products that OCC clears.
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    The Proposed Rule Change would also revise the description of the
Conflict of Interest Policy within the Board Charter. The current
Conflict of Interest Policy does not define ``conflict of interest,''
but rather refers variously throughout the policy to different types of
conflicts, including potential conflicts and apparent conflicts, which
are referred to as those that may ``be reasonably perceived by others
to raise questions about potential conflicts of interest.'' OCC would
streamline the policy by defining ``conflict of interest'' as ``actual,
potential or apparent conflicts of interest'' and referring to the new
defined term ``conflict of interest'' throughout the policy instead of
identifying specific types of conflicts (i.e., potential or apparent)
at various points throughout the policy. Accordingly, OCC would remove
the current references to potential and apparent conflicts of interest
scattered throughout the policy, including the references to apparent
conflicts of interest described as matters that may ``be reasonably
perceived by others to raise questions about potential conflicts of
interest.'' These changes would align the Board Charter with the
current Director Code of Conduct, which employs the same defined term.
The Board Charter's discussion of ethics and conflicts of interest
would also be amended to reflect the full title of the Director Code of
Conduct and the corporate title for OCC's general counsel. In addition,
the Board Charter would be updated to clarify that an Exchange
Director's, Member Director's, or Public Director's qualification as
independent for purposes of service on the AC is subject to the
assessment of the Board and GNC, which includes other disqualifying
material relationships, as provided by the current Board Charter.
    OCC is also proposing to update the cadence of certain AC reviews
to reflect that the AC shall conduct such reviews at each regular
meeting of the AC.\32\ The current AC Charter contemplates that the AC
shall conduct certain reviews quarterly based on the assumption that
regular meetings will occur quarterly. OCC believes that, while it is
generally the case that regular meetings are scheduled each quarter,
the proposed change would avoid the need to call special meetings to
address items on a quarterly cadence if a regularly scheduled meeting
happens to fall at the beginning of the next quarter or the end of the
last quarter.\33\ The cadence of reviews for other reports described as
``periodic'' or occurring ``regularly''

would also be amended to reflect that that the review would be
conducted at each regular meeting of the AC. Similar changes would be
made to the CPC Charter and TC Charter.
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    \32\ Such reviews include, but are not limited to, regulatory
inspection reports and OCC's system of internal controls.
    \33\ See Notice of Filing supra note 5, 87 FR at 10885.
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    OCC would amend the CPC Charter by removing gendered pronouns that
assume the Chairman and Chief Executive Officer necessarily will be
individuals who identify as male. Similar changes would be applied to
the Board Charter and AC Charter. The Proposed Rule Change would also
provide for CPC oversight of OCC's succession planning for ``critical
roles,'' in alignment with terminology in OCC's policies and procedures
that address succession planning. In addition, references to the
``Corporate Plan'' would be replaced with references to the ``corporate
performance report,'' which better describes the initiative by which
the CPC assesses OCC's performance against its corporate goals.
    OCC would amend the RC Charter by changing the minimum number of
meetings from six to four to align with the other Committee Charters,
which generally require at least four meetings each year.
    The Proposed Rule Change also includes administrative changes
designed to enhance the clarity and conciseness of the Charters. For
the Board Charter, OCC is proposing the following:
     Under the ``Mission of the Board'' heading, in the tenth
bulleted item describing the Board's oversight role, removing ``such
officer'' from ``approving the compensation of each such officer'' so
that the bullet would state ``[o]verseeing the development and design
of employee compensation, incentive, and benefit programs and
evaluating the performance of any Executive Chairman, the Chief
Executive Officer, and the Chief Operating Officer and approving the
compensation of each'';
     under the ``Board Issues'' heading and ``Membership''
subheading: In the first paragraph of the ``Selection of Member Directs
and Public Directors'' section, removing ``in order'' in ``retain a
search firm in order to assist [the GNC] in these efforts'';
     in the second paragraph of the same section, replacing
``such annual meeting'' with ``the annual meeting,'' deleting ``as in
effect from time to time'' from ``the Director Nomination Procedure as
in effect from time to time,'' and deleting the introductory clause
beginning the sentence, ``With respect to Member Directors'';
     in the ``Member Directors Changing Their Employment''
paragraph of the ``Retirement'' section, deleting ``with respect
thereto'' and ``requirements of the'' in ``the [GNC] . . . shall
recommend to the Board any action to be taken with respect thereto,
consistent with the requirements of the By-Laws concerning the
continued eligibility of such person to remain a Member Director;''
     under the ``Board Issues'' heading and ``Conduct''
subheading, the second paragraph of ``Distribution of Materials; Board
Presentations'' in the ``Board Meetings'' section, replacing
``summaries/slides of presentations'' with ``materials''; and
     under the ``Management Structure, Evaluation and
Succession'' heading and ``Management Structure'' section, deleting
``what is in'' in the phrase ``the specific needs of the business and
what is in the best interest of OCC and the market participants it
serves.''
    OCC is also proposing certain administrative changes designed to
enhance the clarity, conciseness, and consistency of the AC Charter.
Specifically, OCC is proposing the following:
     Changing the reference to the AC's review of the
``Compliance Policy'' to the ``Compliance Risk Policy'' to align with
the current title of that policy;
     modifying reference to the General Counsel to reflect that
the General Counsel is OCC's Chief Legal Officer;
     clarifying that, in the section addressing competencies of
AC members, ``working familiarity with basic finance and accounting
practices'' means ``financial literacy'';
     under the ``Membership and Organization'' section, (i) in
the first paragraph of the ``Composition'' section, abbreviating
``Board of Directors'' and removing extraneous references to the
``full'' Board and ``full Committee membership,'' and (ii) in the first
paragraph of the ``Meetings'' section, replacing ``The Committee will''
with ``The Committee shall'' for consistency with the language of
similar requirements; and
     under the ``Functions and Responsibilities'' section, in
the ninth bulleted item concerning the AC's functions and
responsibilities in discharging is oversight role, replacing ``at least
once in a calendar year'' with ``at least once every calendar year.''
    For the CPC Charter, OCC is proposing the following:
     In the ``Membership and Organization'' section, (i) in the
first paragraph of the ``Composition'' section, replacing ``The
Committee shall consist of'' with ``The Committee shall be comprised
of''; and (ii) in the first paragraph of the ``Meetings'' section,
replacing ``The Committee will'' with ``The Committee shall'' and
deleting ``is'' in the phrase ``as is necessary'';
     in the ``Authority'' section and ``Scope'' subsection,
correcting a reference to ``employees of the OCC,'' which should be
``employees of OCC;''
     for the bulleted items discussing the CPC's functions and
responsibilities in discharging its oversight role in the ``Functions
and Responsibilities'' section: In the fifth bulleted item, deleting
the phrase ``with respect thereto''; in the eighth bulleted item
replacing ``For each calendar year'' with ``Each calendar year''; and
fifteenth bulleted item, replacing ``every two years'' with ``every two
calendar years.''
    For the GNC Charter, OCC is proposing the following:
     Under the ``Membership and Organization'' section, in the
first paragraph of the ``Composition'' section, (i) replacing ``The
Committee will be composed'' with ``The Committee shall be comprised,''
(ii) inserting ``at least'' before the required number of Exchange
Director and Member Director membership on the GNC, and (iii) replacing
``The Committee Chair will be designated by the Board from among the
Public Director Committee members'' with ``The Chair shall be a Public
Director''; and
     for the bulleted items discussing the GNC's functions and
responsibilities in discharging its oversight role in the ``Functions
and Responsibilities'' section: In the eleventh bulleted item,
replacing ``For each calendar year'' with ``Each calendar year''; and
in the thirteenth bulleted item, replacing ``the manner in which'' with
``how.''
    OCC also proposes certain administrative changes to the RC Charter,
including (i) to specify that the RC recommends changes to OCC's
Recovery and Orderly Wind-Down Plan ``for approval,'' consistent with
language used with respect to policies for which the Board has retained
approval authority with respect to amendments; and (ii) to replace
``examinations'' with ``audits'' in the description of the RC's
oversight of internal or external audits of OCC's financial,
collateral, risk model and third party risk management processes,
consistent with the use of the term ``audit'' elsewhere in that
description.
    The proposed changes also include a few administrative changes
designed to enhance the clarity and concision in the TC Charter. These
minor administrative changes remove unnecessary verbiage or otherwise
modify the verbiage in certain provisions.

(2) Clear and Direct Lines of Responsibility
    The Proposed Rule Change would amend the Board Charter by
clarifying that the Board has delegated to Committees the ``oversight''
of specific risks, not the ``management'' of those risks. OCC believes
that this proposed change better aligns the Board Charter with the
Committee Charters and better distinguishes responsibilities of the
Board, Committees, and management.\34\ The Board Charter would also be
amended to replace reference to ``senior management'' or management in
instances where referring to OCC's Management Committee would more
clearly delineate OCC's governance structure.
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    \34\ See Notice of Filing supra note 5, 87 FR at 10884.
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    The AC assists the Board in overseeing OCC's financial reporting
process, OCC's system of internal control, OCC's auditing process,
OCC's process for monitoring compliance with applicable laws and
regulation, and OCC's compliance and legal risks.\35\ The Proposed Rule
Change would amend the AC Charter, and specifically the discussion of
the AC's functions and responsibilities, by adding the AC's oversight
of management's responsibility to ``measure'' compliance and legal
risks to conform with the Board Charter, which provides that the Board
oversees OCC's processes and frameworks for comprehensively managing
such risks. In addition, the proposed changes provide that the AC
recommends material changes in accounting principles and practices for
Board approval, which aligns with the Board Charter, which provides
that the Board oversees OCC's financial reporting, internal and
external auditing, and accounting and compliance processes, including
the approval of such major (i.e., material) changes.
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    \35\ See AC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    The Board established the CPC to assist in overseeing general
business, regulatory capital, investment, corporate planning, and
compensation and human capital risks, as well as executive management
succession planning and performance assessment.\36\ Consistent with the
proposed change to the AC Charter, OCC proposes to amend the CPC
Charter by describing the CPC's oversight of management's
responsibility to ``measure'' general business risks, including as they
relate to OCC's corporate performance report (formerly the ``Corporate
Plan'') and corporate budget, capital requirements, human capital,
compensation and benefit programs, management succession planning, and
management performance assessment processes, arising from OCC's
business activities in light of OCC's role as a systemically important
financial market utility, to conform with similar language in the Board
Charter. With respect to oversight of OCC's human resources programs,
the Proposed Rule Change would amend the CPC Charter to reflect the
CPC's oversight of OCC's diversity, equity, and inclusion efforts.
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    \36\ See CPC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    The Board established the GNC to assist the Board in overseeing
OCC's corporate governance processes, including assessing the clarity
and transparency of OCC's governance arrangements, establishing the
qualifications necessary for Board service to ensure that the Board is
able to discharge its duties and responsibilities, identifying and
recommending to the Board candidates eligible for service as Public
Directors and Member Directors, and resolving certain conflicts of
interests.\37\ The proposed changes to the GNC Charter are designed to
clarify the Board's expectation that the GNC assist the Board in
reviewing and proposing changes to the Board Charter, by stating that
the GNC would recommend to the Board, where appropriate, changes to the
Board Charter and Corporate Governance Principles.
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    \37\ See GNC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
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    The Board established the RC to assist the Board in overseeing
OCC's financial, collateral, risk model and third-party risk management
processes, among other responsibilities.\38\ Consistent with the
foregoing Committee Charter changes, the Proposed Rule Change would
amend the RC Charter by describing the committee's oversight of
management's responsibility to ``measure'' these risks arising from
OCC's business activities in light of OCC's role as a systemically
important financial market utility, which conforms with similar
language in the Board Charter. OCC would also amend the RC Charter to
provide that the RC shall review, and have the authority to approve,
OCC's risk appetites and risk tolerances at least once every twelve
months. Such a change would be consistent with the proposed delegation
of authority for such reviews and approvals, discussed above. In
addition, the Proposed Rule Change would consolidate discussion of the
RC's functions and responsibilities with respect to oversight and
annual review of OCC's management of liquidity risks and the adequacy
of OCC's committed liquidity facilities. This change would streamline
the RC Charter's discussion of liquidity risks.
---------------------------------------------------------------------------

    \38\ See RC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
---------------------------------------------------------------------------

    The Board established the TC to assist the Board in overseeing
OCC's information technology (``IT'') strategy and other company-wide
operational capabilities.\39\ Consistent with the foregoing Committee
Charter changes, this proposed rule change would amend the TC Charter
by describing the TC's oversight of management's responsibility to
``measure'' IT and other operational risks arising from OCC's business
activities in light of OCC's role as a systemically important financial
market utility to conform with similar language in the Board Charter.
The Proposed Rule Change would also amend the TC Charter to reflect the
TC's current practice of overseeing all security risks, not just
information security risks.
---------------------------------------------------------------------------

    \39\ See TC Charter, available at https://www.theocc.com/about/corporate-information/board-charter.
---------------------------------------------------------------------------

(3) Consideration of Participants' Objectives and Other Relevant
Stakeholders' Interests
    The Proposed Rule Change would amend provisions governing the
composition of the Board and the RC to reflect OCC's belief that strong
and transparent governance with robust member input on relevant risk
issues is necessary to provide effective risk management, consistent
with OCC's current practice. Changes to the Board Charter and RC
Charter would codify that one of the factors OCC considers when
nominating Directors to the Board and RC is to obtain input from a
broad array of market participants on risk management issues. OCC
believes that this amendment would align the Board Charter and RC
Charter with the By-Laws, which require significant Clearing Member
representation on the Board.\40\ OCC believes the Proposed Rule Change
is consistent with the recommendation made by certain market
participants that central counterparties like OCC have governance
practices in place that obtain and address input from a broader array
of market participants on risk issues.\41\
---------------------------------------------------------------------------

    \40\ See Notice of Filing supra note 5, 87 FR at 10884.
    \41\ Id.

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III. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Exchange Act directs the Commission to
approve a proposed rule change of a self-regulatory organization if it
finds that such proposed rule change is consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to such organization.\42\ After carefully
considering the Proposed Rule Change, the Commission finds that the
proposal is consistent with the requirements of the Exchange Act and
the rules and regulations thereunder applicable to OCC. More
specifically, the Commission finds that the proposal is consistent with
Section 17A(b)(3)(F) of the Exchange Act,\43\ and Rule 17Ad-22(e)(2)
\44\ thereunder, as described in detail below.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 78s(b)(2)(C).
    \43\ 15 U.S.C. 78q-1(b)(3)(F).
    \44\ 17 CFR 240.17Ad-22(e)(2).
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A. Consistency With Section 17A(b)(3)(F) of the Exchange Act

    Section 17A(b)(3)(F) of the Exchange Act requires, among other
things, that a clearing agency's rules are designed to promote the
prompt and accurate clearance and settlement of securities transactions
and, to the extent applicable, derivative agreements, contracts, and
transactions; and the rules are designed, in general, to protect
investors and the public interest.\45\ Based on its review of the
record, and for the reasons described below, the Commission believes
that the proposed changes to revise OCC's governance arrangements are
consistent with being organized to facilitate the prompt and accurate
clearance and settlement of securities transactions and derivative
agreements, contracts, and transactions for which OCC is responsible,
and protect investors and the public interest.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The Commission believes that OCC's proposed changes to codify its
practice of nominating Public Directors who are unaffiliated with DCMs
and FCMs are consistent with Section 17A(b)(3)(F). This amendment would
likely preserve OCC's ability to enhance diversity of representation on
the Board and aid the Board in exercising its oversight of OCC's
clearance and settlement functions to ensure that they are not just
prompt and accurate, but are also structured to protect investors and
promote the public interest. The Commission believes that the changes
to OCC's governing documents to facilitate inclusion of the
perspectives provided by non-DCM- and non-FCM-affiliated Public
Directors should support the protection of the public interest because
such Public Directors are not affiliated with and therefore should not
have conflicts obligating them to represent the views of any DCM or
FCM, in addition to any national securities exchange, securities
association, broker, or dealer.
    In response to the Notice of Filing,\46\ the Commission received a
comment opposing the proposal on the basis that it does not consider
the interests of Clearing Members' customers, and only benefits OCC's
biggest shareholders by enabling OCC to increase systemic risk.\47\ The
Commission disagrees with this assertion, as the proposed change to
appoint non-DCM- and non-FCM-affiliated Public Directors would preserve
OCC's ability to enhance Board diversity and improve stakeholder
representation, rather than decrease it. By limiting the appointment of
Public Directors to candidates unaffiliated with securities exchanges,
securities associations, brokers, dealers, FCMs, and DCMs, OCC enhances
rather than hinders its ability to consider and address the interests
of stakeholders, including Clearing Members' customers and small
shareholders.
---------------------------------------------------------------------------

    \46\ See Notice of Filing supra note 5, 87 FR at 10881.
    \47\ The comment on the Proposed Rule Change is available at
https://www.sec.gov/comments/sr-occ-2022-002/srocc2022002.htm.
---------------------------------------------------------------------------

    OCC's proposed changes to establish a framework for delegated
authority are also consistent with Section 17A(b)(3)(F). The Commission
believes that the Proposed Rule Change would establish a clear and
transparent framework for the delegation of authority from the Board to
Committees and to officers to approve changes to certain rules. Such a
framework would facilitate the efficient maintenance and administration
of OCC's rules because it would allow the Board to delegate the
approval of routine regulatory changes to Committees or officers, which
would in turn leverage the specialized experience of the Committees or
officers and expedite review and approval of routine matters.
Facilitating the efficient maintenance and administration of OCC's
rules would help to ensure that such rules promote the prompt and
accurate clearance and settlement of securities transactions because
the routine rule changes would not need to wait for Board approval.
This would allow OCC to file such rule changes with the Commission more
quickly and ensure that amendments to the clearance and settlement
process are enacted promptly.
    The commenter opposing the proposal argues that the Proposed Rule
Change would ``concentrate power and risk while reducing checks and
balances'' by, in part, increasing executive control while reducing
Board control.\48\ However, the Commission does not believe that the
proposed changes would reduce Board control in practice, given that the
Board would retain the obligation to oversee the delegated activity in
all instances. Moreover, the Committees are comprised entirely of Board
Directors, which means that any issues that are delegated to the
Committees will be presented for Board Directors' consideration
regardless.
---------------------------------------------------------------------------

    \48\ Id.
---------------------------------------------------------------------------

    The Commission further believes the proposed change to Article XI
of OCC's By-Laws is consistent with Section 17A(b)(3)(F). Crucially,
the Proposed Rule Change does not change the existing Article XI
requirement that certain By-Law amendments cannot occur through the
action of the Board without the approval of all of the stockholders.
The proposed amendment to remove the language attributing an Exchange
Director's vote to constitute stockholder consent is a reasonable step
given OCC's current practice of obtaining written stockholder consents
for all By-Law amendments that require them. The separation of the
roles of individuals serving as both Board members and stockholder
representatives would, in general, protect investors and the public
interest.
    Additionally, the Commission believes that the other housekeeping
amendments to the Charters arising from the annual review of OCC's
governance arrangements are consistent with Section 17A(b)(3)(F). As
described above, many of the housekeeping amendments would resolve
small inconsistencies within and across OCC's rules. The proposed
changes would also more clearly define the responsibilities of the
Board and Committees as well as codify that OCC's Board seeks to obtain
input from a broad array of market participants on risk management
issues. These housekeeping amendments to the Board and Committee
Charters would, in general, protect investors and the public interest.
    The Commission believes, therefore, that the proposal to (i)
clarify that OCC's Public Directors may not be affiliated with any DCM
or FCM; (ii) allow the Board to delegate authority to various
Committees and officers to review and approve routine initiatives and
policies and authorize certain regulatory filings; (iii) remove the
portion of Article XI,

Section 1 of the By-Laws; and (iv) make certain housekeeping amendments
to the Charters is consistent with the requirements of Section
17A(b)(3)(F) of the Exchange Act.\49\
---------------------------------------------------------------------------

    \49\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

B. Consistency With Rule 17Ad-22(e)(2) under the Exchange Act

    Rule 17Ad-22(e)(2) under the Exchange Act requires that a covered
clearing agency establish, implement, maintain, and enforce written
policies and procedures reasonably designed to provide for governance
arrangements that, among other things, are clear and transparent,
support the public interest requirements in Section 17A of the Exchange
Act applicable to clearing agencies and the objectives of owners and
participants, specify clear and direct lines of responsibility, and
consider the interests of participants' customers, securities issues
and holders, and other relevant stakeholders of the covered clearing
agency.\50\
---------------------------------------------------------------------------

    \50\ 17 CFR 240.17Ad-22(e)(2)(i), (iii), (v), and (vi).
---------------------------------------------------------------------------

    The Commission believes the proposed changes to nominate Public
Directors who are unaffiliated with DCMs and FCMs are consistent with
Rule 17Ad-22(e)(2)(vi). The changes serve to enhance the diversity of
the Board by requiring that OCC look beyond parties affiliated with
exchanges, associations, and other such market participants when
appointing Public Directors. This improved representation would in turn
enable the Board to better consider the interests of participants'
customers, securities issues and holders, and other relevant
stakeholders of the covered clearing agency.
    OCC's proposed changes to delegate authority are consistent with
Rule 17Ad-22(e)(2)(v). The Commission believes that by delegating
approval of certain regulatory changes to Committees, the authority to
review and approve certain initiatives and policies or to direct
certain regulatory filings would reside with the Committee that has
oversight authority over the relevant subject matter for such
initiatives, policies, and proposed changes. Such delegations would
allocate the limited time and attention of the Board more efficiently.
The proposed changes to delegate authority aid in specifying clear and
direct lines of responsibility.
    The Commission believes the proposed change to Article XI is
consistent with Rule 17Ad-22(e)(2)(iii). By removing the provision that
allows OCC to treat an Exchange Director's vote as the consent of the
stockholder who elected the Exchange Director for those amendments to
the By-Laws that require stockholder consent, the proposed change would
resolve an Exchange Director's potential conflict of interest of acting
with fiduciary duty as a director while also having a fiduciary duty to
the stockholder. Given that OCC retains the requirement in Article XI
for all stockholders to approve amendments to certain portions of the
By-Laws, the proposed provision removal would not result in any
negative impacts to the stockholder. Instead, the separation of the
Exchange Director's roles as Board members and stockholder
representatives would better support the public interest requirements
of Section 17A.
    Moreover, the Commission believes that all of the proposed
housekeeping changes to the Charters are consistent with specific
subsections of Rule 17Ad-22(e)(2) as described below.
    Rule 17Ad-22(e)(2)(i) requires that a covered clearing agency
establish, implement, maintain, and enforce written policies and
procedures reasonably designed to provide for governance arrangements
that are clear and transparent.\51\ The Commission believes that
changes described above in Section II.D.1 are consistent with Rule
17Ad-22(e)(2)(i), in that they either improve the alignment of the
governance documents or correct minor inaccuracies, which in turn
creates stronger clarity and transparency. For example, OCC proposed
changes across the charter to require the Board and Committees each to
hold at least four meetings per year.
---------------------------------------------------------------------------

    \51\ 17 CFR 240.17Ad-22(e)(2)(i).
---------------------------------------------------------------------------

    The commenter opposing the proposal argues that the Proposed Rule
Change would ``concentrate power and risk while reducing checks and
balances'' by, in part, reducing meeting frequency.\52\ However, the
Commission does not believe that the proposed changes to the Board's
meeting frequency will negatively affect the ability of the Board to
address stockholder concerns. By amending the number of Board meetings
per year from five to four to align with the meeting frequency
specified in the Committee Charters, OCC will potentially increase
administrative efficiency and better ensure the Board or the Committees
address all isssues critical to stakeholders. Additionally, the
Proposed Rule Change does not preclude the Board from holding
additional meetings as needed.
---------------------------------------------------------------------------

    \52\ The comment on the Proposed Rule Change is available at
https://www.sec.gov/comments/sr-occ-2022-002/srocc2022002.htm. The
commenter also raised concerns abouit ``increasing roadblocks for
potential new Board members.'' Id. However, the commenter does not
specify what portions of the Proposed Rule Change would represent a
``roadblock,'' if any. In contrast, the Commission believes that a
significant portion of the Proposed Rule Change would in fact make
OCC's governance arrangements clearer and more transparent and also
specify clear and direct lines of responsibility as discussed below.
---------------------------------------------------------------------------

    Rule 17A-22(e)(2)(v) requires that a covered clearing agency
establish, implement, maintain, and enforce written policies and
procedures reasonably designed to provide for governance arrangements
that specify clear and direct lines of responsibility.\53\ The
Commission believes that the changes described above in Section II.D.2
are consistent with Rule 17Ad-22(e)(2)(v), as they each serve to
clarify the specific responsibilities of the Board, the Committees, and
officers.
---------------------------------------------------------------------------

    \53\ 17 CFR 240.17Ad-22(e)(2)(v).
---------------------------------------------------------------------------

    Finally, Rule 17Ad-22(e)(2)(vi) requires that a covered clearing
agency establish, implement, maintain, and enforce written policies and
procedures reasonably designed to provide for governance arrangements
that consider the interests of participants' customers, securities
issues and holders, and other relevant stakeholders of the covered
clearing agency.\54\ The proposed changes to the Board Charter and RC
Charter to codify input from a broad array of market participants as
one of the factors considered for nominating Directors to the Board and
Risk Committee are consistent with this Rule, as the diversity of
opinions would better consider a broader array of interests among OCC's
relevant stakeholders.
---------------------------------------------------------------------------

    \54\ 17 CFR 240.17Ad-22(e)(2)(vi).
---------------------------------------------------------------------------

    The Commission believes, therefore, that the proposal to (i)
clarify that OCC's Public Directors may not be affiliated with any DCM
or FCM; (ii) allow the Board to delegate authority to various
Committees and officers to review and approve routine initiatives and
policies and authorize certain regulatory filings; (iii) remove the
portion of Article XI, Section 1 of the By-Laws; and (iv) apply
additional housekeeping amendments is consistent with the requirements
of Rule 17Ad-22(e)(2)(i), (iii), (v), and (vi) under the Exchange
Act.\55\
---------------------------------------------------------------------------

    \55\ 17 CFR 240.17Ad-22(e)(2)(i), (iii), (v), and (vi).
---------------------------------------------------------------------------

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the
Proposed Rule Change is consistent with the requirements of the
Exchange Act, and in particular, the requirements of Section 17A of the
Exchange Act \56\ and the rules and regulations thereunder.
---------------------------------------------------------------------------

    \56\ In approving this Proposed Rule Change, the Commission has
considered the proposed rules' impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).

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

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\57\ that the Proposed Rule Change (SR-OCC-2022-002) be,
and hereby is, approved.
---------------------------------------------------------------------------

    \57\ 15 U.S.C. 78s(b)(2).
    \58\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\58\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-11784 Filed 6-1-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 65 (Tuesday, April 5, 2016)]
[Notices]
[Pages 19656-19660]
[FR Doc No: 2016-07689]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32061; File No. 812-14482]

OHA Investment Corporation, et al.; Notice of Application

March 30, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

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

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

    Summary of Application: Applicants request an order to permit
certain business development companies (``BDCs'') and closed-end
management investment companies to co-invest in portfolio companies
with each other and with affiliated investment funds.
    Applicants: OHA Investment Corporation (``OHAI''); Oak Hill
Advisors, L.P. (``OHA''); OHA Funding GP, LLC, OHA Asset Holdings GP,
LLC, OHA Asset Holdings, LP, OHA Asset Holdings II, LP, OHA Asset
Holdings III, LP, OHA Asset Holdings V, LP, OHA Asset Holdings VI, LP,
OHA Funding, LP, OHA/OCI Investments, LLC, OHA Nevada, LLC, Oak Hill
Credit Opportunities Master Fund, Ltd., Oak Hill Credit Opportunities
Fund, L.P., OHA Diversified Credit Strategies Fund Master, L.P., OHA
Diversified Credit Strategies Fund, L.P., OHA Diversified Credit
Strategies Fund (Parallel), L.P., OHA Diversified Credit Strategies
Master Fund (Parallel II), L.P., OHA Diversified Credit Strategies
Tractor Master Fund, L.P., OHA Structured Products Master Fund C, L.P.,
OHA Asia Customized Credit Fund, L.P., OHA Denmark Customized Credit
Fund, L.P., OHA Centre Street Partnership, L.P., OHA Custom Multi-
Sector Credit Master Fund, L.P., OHA Custom Multi-Sector Credit Fund,
Ltd., OHA Finlandia Credit Fund, L.P., OHA Strategic Credit Master Fund
II, L.P., OHA Strategic Credit Fund II, L.P., OHA AD Customized Credit
Fund (International), L.P., OHA BCSS SSD, L.P., OHA BCSS SSD, Ltd., OHA
MPS SSD, L.P. and OHA MPS SSD, Ltd. (together, the ``Existing Co-
Investment Affiliates,'' and the Existing Co-Investment Affiliates
together with OHAI and OHA, the ``Applicants'').

DATES:  Filing Dates: The application was filed on June 5, 2015 and
amended on October 19, 2015, December 18, 2015, and March 18, 2016.
    Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on April 22, 2016, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F
St. NE., Washington, DC 20549-1090. Applicants: 1114 Avenue of the
Americas, 27th Floor, New York, NY 10036.

FOR FURTHER INFORMATION CONTACT:  Jill Ehrlich, Senior Counsel, at
(202) 551-6819 or Dalia Osman Blass, Assistant Chief Counsel, at (202)
551-6821 (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 Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. OHAI is a Maryland corporation organized as a non-diversified,
closed-end management investment company that has elected to be
regulated as a BDC under the Act.\1\ OHAI's investment

objective is to generate both current income and capital appreciation
primarily through debt investments with certain equity components. A
majority of the board of directors (``Board'') \2\ of OHAI are persons
who are not ``interested persons,'' as defined in section 2(a)(19) of
the Act (the ``Independent Directors'') of OHAI.
---------------------------------------------------------------------------

    \1\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
    \2\ The term ``Board'' refers to the board of directors of any
Regulated Fund (as defined below).
---------------------------------------------------------------------------

    2. Each of the Existing Co-Investment Affiliates would be an
investment company but for section 3(c)(1) or 3(c)(7) of the Act.
    3. OHA is a Delaware limited liability company that is registered
as an investment adviser under the Investment Advisers Act of 1940 (the
``Advisers Act''). OHA serves as the investment adviser to OHAI and the
Existing Co-Investment Affiliates.
    4. Applicants seek an order (``Order'') to permit a Regulated Fund
\3\ (or a Wholly-Owned Investment Sub) (as defined below) and one or
more other Regulated Funds (or a Wholly-Owned Investment Sub) and/or
one or more Co-Investment Affiliates \4\ to participate in the same
investment opportunities through a proposed co-investment program (the
``Co-Investment Program'') where such participation would otherwise be
prohibited under sections 17(d) and 57(a)(4) and rule 17d-1. ``Co-
Investment Transaction'' means any transaction in which a Regulated
Fund (or a Wholly-Owned Investment Sub) participated together with one
or more other Regulated Funds (or a Wholly-Owned Investment Sub) and/or
one or more Co-Investment Affiliates in reliance on the requested
Order. ``Potential Co-Investment Transaction'' means any investment
opportunity in which a Regulated Fund (or a Wholly-Owned Investment
Sub) could not participate together with one or more other Regulated
Funds (or a Wholly-Owned Investment Sub) and/or one or more Co-
Investment Affiliates without obtaining and relying on the Order.\5\
---------------------------------------------------------------------------

    \3\ ``Regulated Funds'' means OHAI and any future closed-end
investment companies (a) that are registered under the Act or have
elected to be regulated as BDCs under the Act, (b) whose investment
adviser is an Adviser, and (c) that intend to participate in the Co-
Investment Program. The term ``Adviser'' means OHA and any
investment adviser controlling, controlled by or under common
control with OHA.
    \4\ ``Co-Investment Affiliates'' means the Existing Co-
Investment Affiliates and any Future Co-Investment Affiliate.
``Future Co-Investment Affiliate'' means any entity whose (i)
investment adviser is an Adviser, (ii) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act, (iii) that is
not a subsidiary of a Regulated Fund, and (iv) that intends to
participate in the Co-Investment Program.
    \5\ All existing entities that currently intend to rely on the
Order have been named as applicants. Any other existing or future
entity that relies on the Order in the future will comply with the
terms and conditions of the application.
---------------------------------------------------------------------------

    5. Applicants state that a Regulated Fund may, from time to time,
form one or more Wholly-Owned Investment Subs.\6\ Such a subsidiary
would be prohibited from investing in a Co-Investment Transaction with
any Co-Investment Affiliate or another Regulated Fund because it would
be a company controlled by the Regulated Fund for purposes of sections
17(d) and 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 requested Order, as though the Regulated
Fund were participating directly. Applicants represent that this
treatment is justified because a Wholly-Owned Investment Sub would have
no purpose other than serving as a holding vehicle for the Regulated
Fund's investments and, therefore, no conflicts of interest could arise
between the Regulated Fund and the Wholly-Owned Investment Sub. The
Board would make all relevant determinations under the conditions with
regard to a Wholly-Owned Investment Sub's participation in a Co-
Investment Transaction, and the Board would be informed of, and take
into consideration, any proposed use of a Wholly-Owned Investment Sub
in the Regulated Fund's place. If a Regulated Fund proposes to
participate in the same Co-Investment Transaction with any of its
Wholly-Owned Investment Subs, the Board will also be informed of, and
take into consideration, the relative participation of the Regulated
Fund and the Wholly-Owned Investment Sub.
---------------------------------------------------------------------------

    \6\ The term ``Wholly-Owned Investment Sub'' means an entity (i)
that is wholly-owned by a Regulated Fund (with the Regulated Fund at
all times holding, beneficially and of record, 100% of the voting
and economic interests); (ii) whose sole business purpose is to hold
one or more investments on behalf of the Regulated Fund; (iii) with
respect to which the Board of a Regulated Fund has the sole
authority to make all determinations with respect to the Wholly-
Owned Investment Sub's participation under the conditions to the
application; and (iv) that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act.
---------------------------------------------------------------------------

    6. In selecting investments for the Regulated Funds, an Adviser
will consider only the investment objective, investment policies,
investment position, capital available for investment (``Available
Capital'') and other factors relevant to each Regulated Fund. Each of
the Co-Investment Affiliates has or will have investment objectives and
strategies that are similar to or overlap with the Objectives and
Strategies \7\ of each Regulated Fund. To the extent there is an
investment opportunity that falls within the Objectives and Strategies
of one or more Regulated Funds and the investment objectives and
strategies of one or more of the Co-Investment Affiliates, the Advisers
would expect such Regulated Funds and Co-Investment Affiliates to co-
invest with each other, with certain exceptions based on Available
Capital or diversification.\8\
---------------------------------------------------------------------------

    \7\ The term ``Objectives and Strategies,'' with respect to each
Regulated Fund, means the Regulated Fund's investment objectives and
strategies, as described in the Regulated Fund's registration
statement on Form N-2, other filings the Regulated Fund has made
with the Commission under the Securities Act of 1933 (the ``1933
Act''), or under the Securities Exchange Act of 1934 and the
Regulated Fund's report to stockholders.
    \8\ The Regulated Funds, however, will not be obligated to
invest, or co-invest, when investment opportunities are referred to
them.
---------------------------------------------------------------------------

    7. After making the determinations required in conditions 1 and
2(a), other than in the case of pro rata Dispositions (as defined
below) and Follow-On Investments,\9\ as provided in conditions 7 and 8,
the applicable Adviser will present each Potential Co-Investment
Transaction and the proposed allocation to the directors of the Board
that are eligible to vote under section 57(o) of the Act (the
``Eligible Directors''). The ``required majority,'' as defined in
section 57(o) of the Act (``Required Majority''),\10\ of a Regulated
Fund will approve each Co-Investment Transaction prior to any
investment by the Regulated Fund.
---------------------------------------------------------------------------

    \9\ ``Follow-On Investment'' means any additional investment in
an existing portfolio company, the exercise of warrants, conversion
privileges or other similar rights to acquire additional securities
of the portfolio company.
    \10\ In the case of a Regulated Fund that is a registered
closed-end fund, the Board members that make up the Required
Majority will be determined as if the Regulated Fund were a BDC
subject to section 57(o).
---------------------------------------------------------------------------

    8. All subsequent activity, meaning either to (a) sell, exchange,
or otherwise dispose of an investment (collectively, a ``Disposition'')
or (b) complete a Follow-On Investment, in respect of an investment
acquired in a Co-Investment Transaction will also be made in accordance
with the terms and conditions set forth in the application. With
respect to the pro rata Dispositions and Follow-On Investments provided
in conditions 7 and 8, a Regulated Fund may participate in a pro rata
Disposition or Follow-On Investment without

obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Co-Investment Affiliate
and Regulated Fund in such Disposition or Follow-On Investment is
proportionate to its outstanding investments in the issuer immediately
preceding the Disposition or Follow-On Investment, as the case may be;
and (ii) the Board of the Regulated Fund has approved that Regulated
Fund's participation in pro rata Dispositions and Follow-On Investments
as being in the best interests of the Regulated Fund. If the Board does
not so approve, any such Disposition or Follow-On Investment will be
submitted to the Regulated Fund's Eligible Directors. The Board of any
Regulated Fund may at any time rescind, suspend or qualify its approval
of pro rata Dispositions and Follow-On Investments with the result that
all Dispositions and/or Follow-On Investments must be submitted to the
Eligible Directors.
    9. No Independent Director of a Regulated Fund will have a
financial interest in any Co-Investment Transaction, other than
indirectly through share ownership in one of the Regulated Funds.
    10. If an Adviser or its principals, or any person controlling,
controlled by, or under common control with the Adviser or its
principals, and the Co-Investment Affiliates (collectively, the
``Holders'') own in the aggregate more than 25 percent of the
outstanding voting shares of a Regulated Fund (the ``Shares''), then
the Holders will vote such Shares as directed by an independent third
party when voting on (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. Applicants believe that this condition will ensure that
the Independent Directors will act independently in evaluating the Co-
Investment Program, because the ability of the Adviser or its
principals to influence the Independent Directors by a suggestion,
explicit or implied, that the Independent Directors can be removed will
be limited significantly. The Independent Directors shall evaluate and
approve any independent third party, taking into account its
qualifications, reputation for independence, cost to the shareholders,
and other factors that they deem relevant.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits certain affiliated persons
of a BDC from participating in joint transactions with the BDC or a
company controlled by a BDC in contravention of rules as prescribed by
the Commission. Under section 57(b)(2) of the Act, any person who is
directly or indirectly controlling, controlled by, or under common
control with a BDC is subject to section 57(a)(4). Applicants submit
that each of the other Regulated Funds and Co-Investment Affiliates may
be deemed to be a person related to a Regulated Fund in a manner
described by section 57(b) by virtue of being under common control.
Section 57(i) of the Act provides that, until the Commission prescribes
rules under section 57(a)(4), the Commission's rules under section
17(d) of the Act applicable to registered closed-end investment
companies will be deemed to apply to transactions subject to section
57(a)(4). Because the Commission has not adopted any rules under
section 57(a)(4), rule 17d-1 also applies to joint transactions with
Regulated Funds that are BDCs. Section 17(d) of the Act and rule 17d-1
under the Act are applicable to Regulated Funds that are registered
closed-end investment companies.
    2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
affiliated persons of a registered investment company from
participating in joint transactions with the company unless the
Commission has granted an order permitting such transactions. In
passing upon applications under rule 17d-1, the Commission considers
whether the company's participation in the joint transaction is
consistent with the provisions, policies, and purposes of the Act and
the extent to which such participation is on a basis different from or
less advantageous than that of other participants.
    3. Applicants state that in the absence of the requested relief,
the Regulated Funds would be, in some circumstances, limited in their
ability to participate in attractive and appropriate investment
opportunities. Applicants believe that the proposed terms and
conditions will ensure that the Co-Investment Transactions are
consistent with the protection of each Regulated Fund's shareholders
and with the purposes intended by the policies and provisions of the
Act. Applicants state that the Regulated Funds' participation in the
Co-Investment Transactions will be consistent with the provisions,
policies, and purposes of the Act and on a basis that is not different
from or less advantageous than that of other participants.

Applicants' Conditions

    Applicants agree that any Order of the Commission granting the
requested relief will be subject to the following conditions:
    1. Each time an Adviser considers a Potential Co-Investment
Transaction for a Co-Investment Affiliate or another Regulated Fund
that falls within a Regulated Fund's then-current Objectives and
Strategies, the Regulated Fund's Adviser will make an independent
determination of the appropriateness of the investment for the
Regulated Fund in light of the Regulated Fund's then-current
circumstances.
    2. (a) If the applicable Adviser deems a Regulated Fund's
participation in any Potential Co-Investment Transaction to be
appropriate for the Regulated Fund, the Adviser will then determine an
appropriate level of investment for the Regulated Fund.
    (b) If the aggregate amount recommended by the applicable Adviser
to be invested by the applicable Regulated Fund in the Potential Co-
Investment Transaction, together with the amount proposed to be
invested by the other participating Regulated Funds and Co-Investment
Affiliates, collectively, in the same transaction, exceeds the amount
of the investment opportunity, then the investment opportunity will be
allocated among them pro rata based on each participant's Available
Capital, up to the maximum amount proposed to be invested by each. The
applicable Adviser will provide the Eligible Directors of each
participating Regulated Fund with information concerning each
participating party's Available Capital to assist the Eligible
Directors with their review of the Regulated Fund's investments for
compliance with these allocation procedures.
    (c) After making the determinations required in conditions 1 and
2(a), the applicable Adviser will distribute written information
concerning the Potential Co-Investment Transaction, including the
amount proposed to be invested by each Regulated Fund and each Co-
Investment Affiliate to the Eligible Directors of each participating
Regulated Fund for their consideration. A Regulated Fund will co-invest
with one or more other Regulated Funds and/or one or more Co-Investment
Affiliates only if, prior to the Regulated Fund's participation in the
Potential Co-Investment Transaction, a Required Majority concludes
that:
    (i) The terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Regulated
Fund and its stockholders and do not involve overreaching in respect of
the Regulated

Fund or its stockholders on the part of any person concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) the interests of the Regulated Fund's stockholders; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by the other Regulated Funds or any Co-
Investment Affiliates 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 or Co-
Investment Affiliate; provided that, if any other Regulated Fund or Co-
Investment Affiliate, but not the Regulated Fund itself, gains the
right to nominate a director for election to a portfolio company's
board of directors or the right to have a board observer or any similar
right to participate in the governance or management of the portfolio
company, such event shall not be interpreted to prohibit the Required
Majority from reaching the conclusions required by this condition
2(c)(iii), if:
    (A) the Eligible Directors will have the right to ratify the
selection of such director or board observer, if any;
    (B) the Adviser agrees to, and does, provide periodic reports to
the Board of the Regulated Fund with respect to the actions of such
director or the information received by such board observer or obtained
through the exercise of any similar right to participate in the
governance or management of the portfolio company; and
    (C) any fees or other compensation that any other Regulated Fund,
or any Co-Investment Affiliate, or any affiliated person of either
receives in connection with the right of any other Regulated Fund or a
Co-Investment Affiliate to nominate a director or appoint a board
observer or otherwise to participate in the governance or management of
the portfolio company will be shared proportionately among the
participating Co-Investment Affiliates (which each may, in turn, share
its portion with its affiliated persons) and the participating
Regulated Funds in accordance with the amount of each party's
investment; and
    (iv) the proposed investment by the Regulated Fund will not benefit
the Advisers, the Co-Investment Affiliates, the other Regulated Funds
or any affiliated person of any of them (other than the parties to the
Co-Investment Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by sections 17(e) or 57(k) of
the Act, as applicable, (C) indirectly, as a result of an interest in
the securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in condition 2(c)(iii)(C).
    3. Each Regulated Fund has the right to decline to participate in
any Potential Co-Investment Transaction or to invest less than the
amount proposed.
    4. The applicable Adviser will present to the Board of each
Regulated Fund, on a quarterly basis, a record of all investments in
Potential Co-Investment Transactions made by any of the other Regulated
Funds and Co-Investment Affiliates during the preceding quarter that
fell within the Regulated Fund's then-current Objectives and Strategies
that were not made available to the Regulated Fund, and an explanation
of why the investment opportunities were not offered to the Regulated
Fund. All information presented to the Board pursuant to this condition
will be kept for the life of the Regulated Fund and at least two years
thereafter, and will be subject to examination by the Commission and
its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8 below,\11\ a Regulated Fund will not invest in reliance on
the Order in any issuer in which another Regulated Fund, Co-Investment
Affiliate, or any affiliated person of another Regulated Fund or Co-
Investment Affiliate is an existing investor.
---------------------------------------------------------------------------

    \11\ This exception applies only to Follow-On Investments by a
Regulated Fund in issuers in which that Regulated Fund already holds
investments.
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    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date, and registration rights
will be the same for each participating Regulated Fund and Co-
Investment Affiliate. The grant to a Co-Investment Affiliate or another
Regulated Fund, but not the Regulated Fund, of the right to nominate a
director for election to a portfolio company's board of directors, the
right to have an observer on the board of directors or similar rights
to participate in the governance or management of the portfolio company
will not be interpreted so as to violate this condition 6, if
conditions 2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Co-Investment Affiliate or any Regulated Fund elects
to sell, exchange or otherwise dispose of an interest in a security
that was acquired in a Co-Investment Transaction, the applicable
Advisers will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed Disposition at the earliest
practical time; and
    (ii) formulate a recommendation as to participation by each
Regulated Fund in the Disposition.
    (b) Each Regulated Fund will have the right to participate in such
Disposition on a proportionate basis, at the same price and on the same
terms and conditions as those applicable to any participating Co-
Investment Affiliates and any other Regulated Funds.
    (c) A Regulated Fund may participate in such Disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Co-Investment Affiliate and Regulated Fund in
such Disposition is proportionate to its outstanding investments in the
issuer immediately preceding the Disposition; (ii) the Board of the
Regulated Fund has approved as being in the best interests of the
Regulated Fund the ability to participate in such Dispositions on a pro
rata basis (as described in greater detail in the application); and
(iii) the Board of the Regulated Fund is provided on a quarterly basis
with a list of all Dispositions made in accordance with this condition.
In all other cases, the applicable Adviser will provide its written
recommendation as to the Regulated Fund's participation to the
Regulated Fund's Eligible Directors, and the Regulated Fund will
participate in such Disposition solely to the extent that a Required
Majority determines that it is in the Regulated Fund's best interests.
    (d) Each Co-Investment Affiliate and each Regulated Fund will bear
its own expenses in connection with any such Disposition.
    8. (a) If any Co-Investment Affiliate or any Regulated Fund desires
to make a Follow-On Investment in a portfolio company whose securities
were acquired in a Co-Investment Transaction, the applicable Advisers
will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed transaction at the earliest
practical time; and
    (ii) formulate a recommendation as to the proposed participation,
including the amount of the proposed Follow-On Investment, by each
Regulated Fund.
    (b) A Regulated Fund may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Co-Investment Affiliate and each
Regulated Fund in such investment is proportionate to its outstanding
investments in the issuer immediately preceding the Follow-On
Investment; (ii) the Board of the

Regulated Fund has approved as being in the best interests of the
Regulated Fund the ability to participate in Follow-On Investments on a
pro rata basis (as described in greater detail in the application); and
(iii) the Board of the Regulated Fund is provided on a quarterly basis
with a list of all Follow-On Investments made in accordance with this
condition. In all other cases, the applicable Adviser will provide its
written recommendation as to the Regulated Fund's participation to the
Regulated Fund's Eligible Directors, and the Regulated Fund will
participate in such Follow-On Investment solely to the extent that a
Required Majority determines that it is in the Regulated Fund's best
interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the Follow-On Investment is not based on the Co-
Investment Affiliates' and the Regulated Funds' outstanding investments
immediately preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the applicable Adviser to
be invested by the applicable Regulated Fund in the Follow-On
Investment, together with the amount proposed to be invested by the
other participating Regulated Funds and Co-Investment Affiliates,
collectively, in the same transaction, exceeds the amount of the
investment opportunity; then the investment opportunity will be
allocated among them pro rata based on each participant's Available
Capital, up to the maximum amount proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and subject to the other conditions set forth in the
application.
    9. The Independent Directors of each Regulated Fund will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by the Co-Investment Affiliates and the other
Regulated Funds that the Regulated Fund considered but declined to
participate in, so that the Independent Directors may determine whether
all investments made during the preceding quarter, including those
investments that the Regulated Fund considered but declined to
participate in, comply with the conditions of the Order. In addition,
the Independent Directors will consider at least annually the continued
appropriateness for the Regulated Fund of participating in new and
existing Co-Investment Transactions.
    10. Each Regulated Fund will maintain the records required by
section 57(f)(3) of the Act as if each of the Regulated Funds were a
BDC and each of the investments permitted under these conditions were
approved by the Required Majority under section 57(f) of the Act.
    11. No Independent Director of a Regulated Fund will also be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the Act), of any Co-Investment
Affiliate.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the 1933 Act) will, to the
extent not payable by the Advisers under their respective advisory
agreements with the Co-Investment Affiliates and the Regulated Funds,
be shared by the participating Co-Investment Affiliates and the
participating Regulated Funds in proportion to the relative amounts of
the securities held or being acquired or disposed of, as the case may
be.
    13. Any transaction fee \12\ (including break-up or commitment fees
but excluding broker's fees contemplated by section 17(e) or 57(k) of
the Act, as applicable) received in connection with a Co-Investment
Transaction will be distributed to the participating Co-Investment
Affiliates and Regulated Funds on a pro rata basis based on the amount
they each invested or committed, as the case may be, in such Co-
Investment Transaction. If any transaction fee is to be held by an
Adviser pending consummation of the transaction, the fee will be
deposited into an account maintained by the Adviser at a bank or banks
having the qualifications prescribed in section 26(a)(1) of the Act,
and the account will earn a competitive rate of interest that will also
be divided pro rata among the participating Co-Investment Affiliates
and Regulated Funds based on the amount each invests in such Co-
Investment Transaction. None of the Co-Investment Affiliates, the
Regulated Funds, the Advisers nor any affiliated person of the
Regulated Funds or Co-Investment Affiliates will receive additional
compensation or remuneration of any kind as a result of or in
connection with a Co-Investment Transaction (other than (a) in the case
of the Co-Investment Affiliates and the Regulated Funds, the pro rata
transaction fees described above and fees or other compensation
described in condition 2(c)(iii)(C), and (b) in the case of the
Advisers, investment advisory fees paid in accordance with their
respective investment advisory agreements with the Regulated Funds and
Co-Investment Affiliates).
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    \12\ Applicants are not requesting and the staff is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
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    14. If the Holders own in the aggregate more than 25 percent of the
Shares of a Regulated Fund, then the Holders will vote such Shares as
directed by an independent third party when voting on (1) the election
of directors; (2) the removal of one or more directors; or (3) any
other matter under either the Act or applicable state law affecting the
Board's composition, size or manner of election.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-07689 Filed 4-4-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 23 (Thursday, February 3, 2022)]
[Notices]
[Page 6181]
[FR Doc No: 2022-02260]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4611-DR; Docket ID FEMA-2021-0001]

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

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Louisiana (FEMA-4611-DR), dated August 29, 2021, and
related determinations.

DATES: This amendment was issued December 14, 2021.

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

SUPPLEMENTARY INFORMATION: The notice of a major disaster declaration
for the State of Louisiana is hereby amended to include the following
areas among those areas determined to have been adversely affected by
the event declared a major disaster by the President in his declaration
of August 29, 2021.

    Ascension, Assumption, East Baton Rouge, East Feliciana,
Iberville, Livingston, Pointe Coupee, St. Helena, St. Martin, St.
Mary, and West Feliciana Parishes for permanent work [Categories C-
G] (already designated for Individual Assistance and assistance for
debris removal and emergency protective measures [Categories A and
B], including direct federal assistance, under the Public Assistance
program).

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

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2022-02260 Filed 2-2-22; 8:45 am]
BILLING CODE 9111-23-P