[Federal Register Volume 79, Number 132 (Thursday, July 10, 2014)]
[Notices]
[Pages 39418-39419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-16103]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31148; 812-14222]
American Capital, Ltd., et al.; Notice of Application
July 3, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTIONS: Notice of application to amend a prior order under section
6(c) of the Investment Company Act of 1940 (the ``1940 Act'') granting
an exemption from section 12(d)(3) of the 1940 Act.
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APPLICANTS: American Capital, Ltd. (the ``Company''), American Capital
Asset Management, LLC (``AC LLC''), American Capital Mortgage
Management, LLC (``ACMM''), European Capital Asset Management Limited
(``ECAM''), and American Capital Leveraged Finance Management, LLC
(``ACLFM''; and together with the other applicants, ``Applicants'').
SUMMARY OF APPLICATION: Applicants request an order to amend a prior
order
[[Page 39419]]
(``Amended Order'') to permit: AC LLC to hold up to 100% of the
outstanding membership interests of American Capital Energy &
Infrastructure I Management, LLC (``AC Energy''); AC LLC to hold up to
100% of the outstanding membership interests of American Capital Equity
Management III, LLC (``ACEM3''); AC LLC to hold up to 100% of the
outstanding membership interests of ACLFM; ACLFM to hold up to 100% of
the outstanding membership interests of American Capital CLO
Management, LLC (``ACAM''); and ACLFM to hold up to 100% of the
outstanding membership interests of American Capital ACSF Management,
LLC (``AC Debt'').
DATES: Filing Dates: The application was filed on August 15, 2013, and
amended on October 2, 2013, February 18, 2014, and June 6, 2014.
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 July 28, 2014, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, 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
Street NE., Washington, DC 20549-1090. Applicants: 2 Bethesda Metro
Center, 14th Floor, Bethesda, Maryland 20814.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819, or David P. Bartels, Branch Chief, 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 (202) 551-8090.
Applicants' Representations
1. On March 27, 2012, the Company, AC LLC,\1\ ACMM, and ECAM \2\
obtained an order under section 6(c) of the 1940 Act for an exemption
from section 12(d)(3) of the 1940 Act (the ``Prior Order'').\3\
Subsequently, the Company and AC LLC formed several additional directly
or indirectly wholly-owned entities that intend to register or have
registered as investment advisers under the Investment Advisers Act of
1940 (the ``Advisers Act''): AC Energy, ACEM3, and AC Debt.\4\ AC LLC
owns 100% of the membership interests of AC Energy and ACEM3. AC LLC
owns 100% of the membership interests of ACLFM, which in turn owns 100%
of the membership interests of AC Debt.\5\
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\1\ Effective January 30, 2013, the entity referred to as
American Capital, LLC in the Prior Order (as defined below) changed
its name to American Capital Asset Management, LLC.
\2\ Effective September 5, 2013, the entity referred to as
European Capital Financial Services (Guernsey) Limited in the Prior
Order changed its name to European Capital Asset Management Limited.
\3\ American Capital, Ltd., et al., Investment Company Act
Release Nos. 29973 (March 1, 2012) (notice) and 30010 (March 27,
2012) (order).
\4\ Applicants state that AC Energy and ACEM3 will be registered
as investment advisers under the Advisers Act upon obtaining the
Amended Order and that AC Debt registered as an investment adviser
under the Advisers Act effective September 25, 2013.
\5\ ACLFM also owns ACAM. Effective January 30, 2013, the entity
referred to as American Capital Asset Management, LLC in the Prior
Order changed its name to American Capital Leveraged Finance
Management, LLC. Effective August 1, 2013, it then changed its name
again to American Capital CLO Management, LLC. When the Prior Order
was issued, AC LLC directly owned 100% of the outstanding membership
interests of ACAM. On August 14, 2013, AC LLC executed a
Contribution Agreement contributing its interests in ACAM to ACLFM.
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2. Applicants are seeking the Amended Order to extend the relief
granted in the Prior Order to the ownership of these new advisory
entities, as described above.\6\ In addition, the Amended Order would
amend: (i) The Definition of ``AC Subs'' in the Prior Order to include
AC Energy, ACEM3 and AC Debt and (ii) the definition of ``Applicants''
in the Prior Order to include ACLFM.
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\6\ The Company will only rely on the Amended Order with respect
to its investments in AC LLC and the AC Subs; AC LLC will only rely
on /he Amended Order with respect to the AC Subs; ACMM will only
rely on the Amended Order with respect to American Capital AGNC
Management, LLC and American Capital MTGE Management, LLC; ECAM will
only rely on the Amended Order with respect to European Capital
Financial Services Limited; and ACLFM will only rely on the Amended
Order with respect to AC Debt and ACAM.
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3. Applicants state that, because of the potential for the Company
to expand its asset management business by having AC LLC, through the
new AC Subs, advise additional funds, it would be beneficial to the
Company and the Company's stockholders for the Company to be permitted
to continue to hold, indirectly, AC Energy, AC Debt and ACEM3.
Applicants represent that the legal analysis applicable to the request
for the Amended Order is virtually identical to the analysis in the
application for the Prior Order and that it applies to the new AC Subs
to the same extent as it applies to the previously registered AC Subs.
Applicants believe the requested relief is in the public interest and
consistent with the protection of investors and the purposes fairly
intended by the policy and provisions of the 1940 Act.
4. Applicants further represent that, except as expressly stated in
the application for the Amended Order, all representations to the Prior
Order will remain in effect and will apply to the new entities relying
on the Amended Order and to the new AC Subs, and the terms and
conditions of the Prior Order will apply equally to the Amended Order.
For the Commission, by the Division of Investment Management,
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2014-16103 Filed 7-9-14; 8:45 am]
BILLING CODE 8011-01-P