

[Federal Register: June 7, 2007 (Volume 72, Number 109)]
[Notices]
[Page 31631-31636]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07jn07-118]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27843; 813-306]


Stephens Inc., et al.; Notice of Application

May 29, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under sections 6(b) and
6(e) of the Investment Company Act of 1940 (the ``Act'') granting an
exemption from all provisions of the Act, except section 9 and sections
36 through 53, and the rules and regulations under the Act. With
respect to sections 17 and 30 of the Act, and the rules and regulations
thereunder, and rule 38a-1 under the Act, the exemption is limited as
set forth in the application.

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Summary of Application: Applicants request an order to exempt certain
limited liability companies and other entities (``Companies'') formed
for the benefit of key employees of Stephens Inc. (``Stephens'') and
its affiliates from certain provisions of the Act. Each Company will be
an ``employees' securities company'' within the meaning of section
2(a)(13) of the Act.

Applicants: Stephens; Stephens Investment Partners 2001 LLC, Stephens
Investment Partners 2001A LLC, Stephens Investment Partners 2001B LLC,
Stephens Investment Partners 2001C LLC, Stephens Investment Partners
2003 LLC, Stephens Investment

[[Page 31632]]

Partners 2003A LLC, Stephens Investment Partners 2003B LLC, Stephens
Investment Partners 2004 LLC, Stephens Investment Partners 2004A LLC,
Stephens Investment Partners 2004B LLC, Stephens Investment Partners
2006 LLC, Stephens Investment Partners 2006A LLC, and Stephens
Investment Partners 2006B LLC (collectively, the ``Initial
Companies'').

Filing Dates: The application was filed on October 4, 2000, and amended
on February 22, 2007 and April 27, 2007. Applicants have agreed to file
an amendment during the notice period, the substance of which is
reflected in this notice.

Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on June 25, 2007, 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, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants, 111 Center Street, Suite
2300, Little Rock, AR 72201.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, at
(202) 551-6811 or Mary Kay Frech, Branch Chief, at (202) 551-6821
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC
20549-0102 (telephone (202) 551-5850).

Applicants' Representations

    1. Stephens is an investment banking firm organized under the laws
of the State of Arkansas. Stephens is a wholly owned subsidiary of SI
Holdings Inc., a holding company for a limited number of financial and
insurance related companies. Stephens engages in municipal
underwriting, mergers and acquisitions, corporate underwriting, private
placements, trading, discretionary portfolio management, and offers a
full range of investment banking services. Stephens is a broker-dealer
registered under the Securities Exchange Act of 1934 (the ``Exchange
Act'') and an investment adviser registered under the Investment
Advisers Act of 1940 (the ``Advisers Act''). Stephens and its
``affiliates,'' as defined in rule 12b-2 under the Exchange Act, are
referred to collectively as the ``Stephens Group'' and each entity
within the Stephens Group is referred to individually as a ``Stephens
Group Entity.''
    2. Stephens has established the Initial Companies as limited
liability companies organized under the laws of the state of Arkansas
and may in the future establish additional pooled investment vehicles
identical in all material respects to the Initial Companies (other than
investment objectives and strategies and form of organization) (the
``Subsequent Companies'' and collectively with the Initial Companies,
the ``Companies'') for the benefit of current or former key employees,
officers, directors and consultants of the Stephens Group and certain
entities and individuals affiliated with employees of the Stephens
Group (``Members''). The Companies are designed primarily to create
capital building opportunities that are competitive with those at other
investment banking firms for the Members and to facilitate the
recruitment and retention of high caliber professionals.
    3. Each Company will operate as a closed-end, management investment
company and may be diversified or non-diversified. The Initial
Companies are organized in a ``master-feeder'' structure, in which
several feeder Companies invest all of their assets in a master Company
(``Master Company'') that invests directly or indirectly in portfolio
companies. Each Company, including the Master Company, will be an
``employees' securities company'' within the meaning of section
2(a)(13) of the Act. The investment objectives and policies for each
Company may vary from Company to Company. Participation in the
Companies is voluntary, except with respect to Plan Interest Holders
(as defined below) who will receive an award of interests in the
Companies on an involuntary basis (as described below).
    4. The Initial Companies are managed by a committee of ten managers
(collectively, the ``Managers''). Each Manager is a senior executive of
Stephens and an Accredited Investor (as defined below) who is eligible
to invest in a Company. It is currently anticipated that Subsequent
Companies will be managed by the Managers, however, Stephens may in the
future organize one or more Stephens Group Entities to serve as the
Manager of one or more Subsequent Companies. The Managers will register
as investment advisers under the Advisers Act, if required under
applicable law.
    5. Interests in the Companies (``Interests'') will be offered
without registration in reliance on section 4(2) of the Securities Act
of 1933 (the ``Securities Act'') or Regulation D under the Securities
Act, and will be offered and sold only to (a) certain officers,
directors, employees and ``Consultants'' \1\ of the Stephens Group who
meet the standards set forth below (``Stephens Employees''), and (b)
trusts or other investment vehicles of which the trustees or grantors
are Stephens Employees or Stephens Employees together with their
Qualified Family Members (as defined below), trusts or other investment
vehicles established solely for the benefit of Stephens Employees or
their Qualified Family Members, or partnerships, corporations or other
entities all of the voting power of which is controlled by Stephens
Employees (``Qualified Investment Vehicles'' and collectively with
Stephens Employees, ``Eligible Investors''). Qualified Family Members
include any parent, child, spouse of a child, spouse, brother, sister
or grandchild, and includes any step and adoptive relationships. Each
Eligible Investor must have, in the reasonable belief of the Managers,
the knowledge, sophistication and experience in business and financial
matters to be capable of evaluating the merits and risks of investing
in a Company and be able to bear the economic risk of such investment,
and be able to afford a complete loss of the investment. In the future,
Stephens Group Entities may invest in a Company and Interests in a
Company may be offered and sold to Qualified Family Members.
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    \1\ A ``Consultant'' is a person or entity whom a Stephens Group
Entity has engaged on retainer to provide services and professional
expertise on an ongoing basis as a regular consultant or as a
business or legal adviser and who shares a community of interest
with the Stephens Group and its employees.
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    6. To be a Stephens Employee, an individual must (a) meet the
standards of an accredited investor under rule 501(a)(5) or 501(a)(6)
of Regulation D under the Securities Act (an ``Accredited Investor'')
or (b) be one of 35 Stephens Employees who (i) is a Managing Employee
(as defined below) or (ii) has a minimum of three years business
experience in management, consulting, accounting, finance, law or

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investment banking; will have a reportable income from all sources
(including any profit share or bonus) in the calendar year immediately
preceding his or her admission as a Member of at least $100,000 and a
reasonable expectation of reportable income of at least $100,000 in
each year in which he or she invests in a Company; and has a graduate
degree in business, law, finance or accounting (``Sophisticated
Employee''); except that a Managing Employee who is an Accredited
Investor is not counted toward the 35 employee limit referred to in (b)
above. A Managing Employee is an employee of Stephens Group who meets
the definition of ``knowledgeable employee'' in rule 3c-5(a)(4) under
the Act (with the Company treated as though it were a ``Covered
Company'' for purposes of the rule). Each Sophisticated Employee will
not be permitted to invest in any year more than 10% of such person's
income from all sources for the immediately preceding year in the
aggregate in a Company and in all other Companies in which he or she
has previously invested.
    7. To be a Stephens Employee, an entity must (a) be a current or
former Consultant of a Stephens Group Entity and (b) meet the standards
of an accredited investor under rule 501(a) of Regulation D. To be a
Qualified Family Member, a person must be an Accredited Investor. A
Stephens Employee or a Qualified Family Member may purchase an Interest
through a Qualified Investment Vehicle only if either (a) the Qualified
Investment Vehicle is an accredited investor, or (b) the Qualified
Investment Vehicle, which is not an accredited investor, (i) has a
Stephens Employee or Qualified Family Member as the settlor \2\ and
principal investment decision-maker, and (ii) is counted toward the
limit on the 35 non-accredited investors that may invest in a Company.
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    \2\ If a Qualified Investment Vehicle is an entity other than a
trust, the reference to ``settler'' shall be construed to mean a
person who created the vehicle, alone or together with others, and
who contributed funds to the vehicle.
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    8. Certain employees of the Stephens Group who do not qualify as
Eligible Investors may receive Interests from Stephens without payment
as part of an employee benefit plan in order to reward and retain these
employees (``Plan Interest Holders''). Interests awarded to Plan
Interest Holders will not be registered under the Securities Act and,
because these employees will not be investing their own funds and will
not have discretion over whether or not they receive Interests, these
employees will not meet the sophistication and salary requirements to
which Eligible Investors are subject. Plan Interest Holders will
receive Interests at no cost and will neither make, nor be permitted to
make, any financial contribution in order to acquire Interests. Plan
Interest Holders will not be permitted to elect to receive an
equivalent cash payment or other compensation in lieu of Interests.
Plan Interest Holders will have no control or input as to whether they
are awarded Interests, and the Interests given to Plan Interest Holders
will not replace any part of, or reduce in any manner, the compensation
of, or other benefits provided to, the Plan Interest Holders.
    9. The investment objectives and strategies for each Company will
be set forth in offering documents relating to the Interests offered by
the Company. Prior to being invited to participate in a Company or
receiving an Interest in a Company, each Eligible Investor or Plan
Interest Holder will receive a copy of the offering documents and the
operating agreement (or other organizational document) of the Company
or an offering memorandum, which will set forth all the terms of
participation in the Company. The Managers will send an annual report
to each Member not later than 120 days after the close of the fiscal
year, which will contain financial statements of the Company that have
been audited by independent accountants. In addition, the Members will
receive at least annually all information necessary to enable the
Members to prepare their federal and state income tax returns.
    10. Interests in the Companies will be non-transferable by a Member
except with the express consent of the Managers or to the Eligible
Investor's estate in the event of his or her death. No person will be
admitted as a Member of a Company unless the person is an Eligible
Investor, a Plan Interest Holder, a Stephens Group Entity, a Qualified
Family Member, or a Qualified Investment Vehicle, except that a legal
representative may hold an Interest in order to settle the estate of a
deceased Member or administer its property. No fee of any kind will be
charged in connection with the sale of Interests.
    11. A Member's Interests in a Company may be subject to a vesting
schedule that will provide that such Interests will initially be
unvested or only partially vested and will vest over time at specified
percentages and specified intervals as set out in the Company's
operating agreement or other constitutive document. A Member's
Interests in a Company will be subject to repurchase or cancellation
if: (a) The Member's employment relationship with the Stephens Group is
terminated for cause, (b) the Member becomes a consultant to or joins
any firm that the Managers determine, in their reasonable discretion,
is competitive with any business of the Stephens Group, or (c) the
Member voluntarily resigns from employment with the Stephens Group.
Upon the occurrence of one of the events specified above, the relevant
Company or a Stephens Group Entity will have the right to repurchase
all of the terminating Member's Interests in exchange for a payment
equal to the amount actually paid by the Member to acquire the
Interests less the fair market value of any distributions received by
that Member from the Fund, plus interest. This repurchase right also
applies upon any attempted transfer of Interests (whether vested or
not) in violation of the transfer restrictions. Following termination
where the Company's repurchase option does not apply, the terminating
Member (or, following the death of the Member, the Member's estate or
beneficiary) has the right to continue to hold the Interests purchased
or awarded prior to termination and to receive distributions on the
same terms as other Interest holders in the relevant Companies.
    12. Certain of the Companies may leverage their investments through
loans from a Stephens Group Entity. Each such Company loan will be made
at an interest rate no less favorable than that which could be obtained
on an arm's length basis. The Companies will not borrow from any person
if the borrowing would cause any person not named in section 2(a)(13)
of the Act to own outstanding securities of the Company (other than
short-term paper). Any Company loan made to a Company will be non-
recourse to the Members.
    13. A Company will not acquire any security issued by a registered
investment company if immediately after the acquisition, the Company
would own more than 3% of the outstanding voting stock of the
registered investment company.
    14. The Managers may charge the Companies an administrative fee or
a management fee, including a performance fee.\3\ The Managers may
receive reimbursement of their out-of-pocket expenses, including

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reimbursement for the allocable portion of the salaries of the Stephens
Group employees who participate in any of the Companies' affairs.
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    \3\ Any performance fee payable by a Company to the Managers may
be charged only to the extent permitted by rule 205-3 under the
Advisers Act (in the case of Managers registered under the Advisers
Act) or will comply with section 205(b)(3) of the Advisers Act (in
the case of Managers exempt from registration under the Advisers
Act), with the Company treated as a business development company
solely for the purpose of that section.
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Applicants' Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act to the extent that the exemption is consistent with the protection
of investors. Section 6(b) provides that the Commission will consider,
in determining the provisions of the Act from which the company should
be exempt, the company's form of organization and capital structure,
the persons owning and controlling its securities, the price of the
company's securities and the amount of any sales load, how the
company's funds are invested, and the relationship between the company
and the issuers of the securities in which it invests. Section 2(a)(13)
defines an employees' securities company as any investment company all
of whose securities (other than short-term paper) are beneficially
owned (a) by current or former employees, or persons on retainer, of
one or more affiliated employers, (b) by immediate family members of
such persons, or (c) by such employer or employers together with any of
the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) provides that, in connection
with any order exempting an investment company from any provision of
section 7, certain provisions of the Act, as specified by the
Commission, will be applicable to the company and other persons dealing
with the company as though the company were registered under the Act.
Applicants request an order under sections 6(b) and 6(e) of the Act
exempting the Companies from all provisions of the Act, except section
9 and sections 36 through 53 of the Act, and the rules and regulations
under the Act. With respect to sections 17 and 30 of the Act, and the
rules and regulations thereunder, and rule 38a-1 under the Act, the
exemption is limited as set forth in the application.
    3. Section 17(a) generally prohibits any affiliated person of a
registered investment company, or any affiliated person of an
affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the company.
Applicants request an exemption from section 17(a) to permit: (a) A
Stephens Group Entity, or an affiliated person of a Stephens Group
Entity (``Stephens Affiliate''), acting as principal, to engage in any
transaction directly or indirectly with any Company or any entity
controlled by the Company; (b) a Company to invest in or engage in any
transaction with any entity, acting as principal (i) in which the
Company, any company controlled by the Company or any entity in which a
Stephens Group Entity has invested or will invest or (ii) with which
the Company, any company controlled by the Company, or a Stephens Group
Entity is or will otherwise become affiliated; (c) a partner or other
investor in any entity in which a Company invests, acting as principal,
to engage in transactions directly or indirectly with a Company or any
company controlled by a Company; or (d) a sale by a Company as a
selling security holder in a public offering in which a Stephens Group
Entity or a Stephens Affiliate acts as a member of the selling group.
    4. Applicants state that an exemption from section 17(a) is
consistent with the protection of investors and the purposes of the
Act. Applicants state that the Members in each Company will be informed
of the possible extent of the Company's dealings with Stephens Group
Entities and of the potential conflicts of interest that may exist.
Applicants also state that, as professionals engaged in the investment
banking business, the Members will be able to understand and evaluate
the attendant risks. Applicants assert that the community of interest
among the Members and Stephens will serve to reduce any risk of abuse
in transactions involving a Company and a Stephens Group Entity.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person or principal underwriter of a registered
investment company, or any affiliated person of an affiliated person or
principal underwriter, acting as principal, from participating in any
joint arrangement unless authorized by the Commission. Applicants
request relief to permit affiliated persons of each Company, or
affiliated persons of such persons, to participate in any joint
arrangement in which the Company or an entity controlled by the Company
is a participant.
    6. Applicants submit that it is likely that suitable investments
will be brought to the attention of a Company because of its
affiliation with the Stephens Group and Stephen Group's experience in
investment and merchant banking. Applicants also submit that the types
of investment opportunities considered by a Company often require each
investor to make funds available in an amount that may be substantially
greater than what a Company may make available on its own. Applicants
contend that, as a result, the only way in which a Company may be able
to participate in these opportunities may be to co-invest with other
persons, including its affiliates. Applicants note that each Company
will be primarily organized for the benefit of Members as an incentive
for them to remain with the Stephens Group and for the generation and
maintenance of goodwill. Applicants believe that, if co-investments
with the Stephens Group Entities are prohibited, the appeal of the
Companies would be substantially eliminated.
    7. Applicants state that the possibility that permitting co-
investments by a Stephens Group Entity and a Company might lead to less
advantageous treatment of the Company is mitigated by (a) the community
of interest between the Stephens Group and the Members in the Company
and (b) the fact that officers and directors of Stephens Group Entities
will be investing in the Company. In addition, applicants assert that
compliance with section 17(d) could cause a Company to forego
attractive investment opportunities simply because an affiliated person
of the Company has made, or may make, the same investment.
    8. Section 17(e) of the Act and rule 17e-1 under the Act limit the
compensation an affiliated person may receive when acting as agent or
broker for a registered investment company. Applicants request an
exemption from section 17(e) to permit a Stephens Group Entity, acting
as agent or broker, to receive placement fees, advisory fees, or other
compensation from a Company in connection with the purchase or sale by
a Company of securities, subject to the requirement that the fees or
other compensation must be deemed ``usual and customary.'' Applicants
state that for the purposes of the application, fees or other
compensation that is charged or received by a Stephens Group Entity
will be deemed ``usual and customary'' only if (a) the Company is
purchasing or selling securities alongside other unaffiliated third
parties who also are similarly purchasing or selling securities, (b)
the fees or compensation being charged to the Company are also being
charged to the unaffiliated third parties, and (c) the amount of
securities being purchased or sold by the Company does not exceed 50%
of the total amount of securities being purchased or sold by the
Company and the unaffiliated third parties. Applicants assert that,
because the Stephens Group does not wish it to appear as if it is

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favoring the Companies, compliance with section 17(e) would prevent a
Company from participating in a transaction where the Company is being
charged lower fees than the unaffiliated third parties. Applicants
assert that the fees or other compensation paid by a Company to a
Stephens Group Entity will be the same as those negotiated at arm's
length with unaffiliated third parties.
    9. Rule 17e-1(b) requires that a majority of directors who are not
``interested persons'' (as defined by section 2(a)(19) of the Act) take
actions and make approvals regarding commissions, fees, or other
remuneration. Rule 17e-1(c) requires each Company to comply with the
fund governance standards defined in rule 0-1(a)(7). Applicants request
an exemption from rule 17e-1(b) to the extent necessary to permit each
Company to comply with the rule without having a majority of the
Managers of the Company who are not interested persons take actions and
make determinations as set forth in the rule. Applicants state that
because the Managers of a Company will be deemed interested persons of
the Company, without the relief requested, a Company could not comply
with rule 17e-1(b). Applicants state that each Company will comply with
rule 17e-1(b) by having a majority of the Managers take actions and
make approvals as set forth in rule 17e-1. Applicants also request an
exemption from rule 17e-1(c). Applicants state that each Company will
otherwise comply with the requirements of rule 17e-1.
    10. Section 17(f) designates the entities that may act as
investment company custodians, and rule 17f-1 imposes certain
requirements when the custodian is a member of a national securities
exchange. Applicants request an exemption from section 17(f) and rule
17f-1(a) to permit Stephens to act as custodian of a Company's assets
without a written contract. Applicants also request an exemption from
the rule 17f-1(b)(4) requirement that an independent accountant
periodically verify the assets held by the custodian. Applicants
further request an exemption from rule 17f-1(c)'s requirement of
transmitting to the Commission a copy of any contract executed pursuant
to rule 17f-1. Applicants believe that, because of the community of
interest between the Stephens Group and the Companies and the existing
requirement for an independent audit, compliance with these
requirements would be unnecessary. Applicants state that they will
comply with rule 17f-1(d), provided that ratification by the Managers
of any Company will be deemed to be ratification by a majority of the
board of directors of that Company. Applicants state that each Company
will comply with all other requirements of rule 17f-1.
    11. Section 17(g) and rule 17g-1 generally require the bonding of
officers and employees of a registered investment company who have
access to its securities or funds. Rule 17g-1 requires that a majority
of directors who are not interested persons take certain actions and
give certain approvals relating to fidelity bonding. Paragraph (g) of
rule 17g-1 sets forth certain materials relating to the fidelity bond
that must be filed with the Commission and certain notices relating to
the fidelity bond that must be given to each member of the investment
company's board of directors. Paragraph (h) of rule 17g-1 provides that
an investment company must designate one of its officers to make the
filings and give the notices required by paragraph (g). Paragraph (j)
of rule 17g-1 exempts a joint insured bond provided and maintained by
an investment company and one or more other parties from section 17(d)
of the Act and the rules thereunder. Rule 17g-1(j)(3) requires that the
board of directors of an investment company satisfy the fund governance
standards defined in rule 0-1(a)(7). Applicants request an exemption
from section 17(g) and rule 17g-1 to the extent necessary to permit
each Company to comply with rule 17g-1 without the necessity of having
a majority of the disinterested directors take such action and make the
determinations set forth in the rule. Specifically, each Company will
comply with rule 17g-1 by having the Managers take such actions and
make such approvals as are set forth in rule 17g-1. Applicants state
that, because the Managers will be interested persons of each Company,
a Company could not comply with rule 17g-1 without the requested
relief. Applicants also request an exemption from the requirements of
rule 17g-1(g) and (h) relating to the filing of copies of fidelity
bonds and related information with the Commission and provision of
notices to the board of directors and from the requirements of rule
17g-1(j)(3). Applicants believe the filing requirements are burdensome
and unnecessary as applied to the Companies. The Managers will maintain
the materials otherwise required to be filed with the Commission by
rule 17g-1(g) and agree that all such material will be subject to
examination by the Commission and its staff. The Managers will
designate a person to maintain the records otherwise required to be
filed with the Commission under paragraph (g) of the rule. Applicants
also state that the notices otherwise required to be give to the board
of directors would be unnecessary as the Companies will not have boards
of directors. The Companies will comply with all other requirements of
rule 17g-1.
    12. Section 17(j) and paragraph (b) of rule 17j-1 make it unlawful
for certain enumerated persons to engage in fraudulent or deceptive
practices in connection with the purchase or sale of a security held or
to be acquired by a registered investment company. Rule 17j-1 also
requires that every registered investment company adopt a written code
of ethics and that every access person of a registered investment
company report personal securities transactions. Applicants request an
exemption from the provisions of rule 17j-1, except for the anti-fraud
provisions of paragraph (b), because they are unnecessarily burdensome
as applied to the Companies.
    13. Applicants request an exemption from the requirements in
sections 30(a), 30(b) and 30(e), and the rules under those sections,
that registered investment companies prepare and file with the
Commission and mail to their shareholders certain periodic reports and
financial statements. Applicants contend that the forms prescribed by
the Commission for periodic reports have little relevance to the
Companies and would entail administrative and legal costs that outweigh
any benefit to the Members. Applicants request exemptive relief to the
extent necessary to permit each Company to report annually to its
Members. Applicants also request also an exemption from section 30(h)
to the extent necessary to exempt the Managers of each Company and any
other person who may be deemed to be a member of an advisory board of a
Company from filing Forms 3, 4, and 5 under section 16(a) of the
Exchange Act with respect to their ownership of Interests in a Company.
Applicants assert that, because there will be no trading market and the
transfers of Interests will be severely restricted, these filings are
unnecessary for the protection of investors and burdensome to those
required to make them.
    14. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies and procedures reasonably
designed to prevent violation of the federal securities laws and to
appoint a chief compliance officer. Each Company will comply with rule
38a-1(a), (c) and (d), except that (a) because the Companies

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do not have boards of directors, the Managers of each Company will
fulfill the responsibilities assigned to a Company's board of directors
under the rule, and (b) because all Managers would be considered
interested persons of the Companies, approval by a majority of
disinterested directors required by rule 38a-1 will not be obtained.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each proposed transaction involving a Company otherwise
prohibited by section 17(a) or section 17(d) of the Act and rule 17d-1
thereunder (each, a ``Section 17 Transaction'') will be effected only
if the Managers determine that:
    (a) The terms of the Section 17 Transaction, including the
consideration to be paid or received, are fair and reasonable to the
Members and do not involve overreaching of the Company or its Members
on the part of any person concerned; and
    (b) the Section 17 Transaction is consistent with the interests of
the Members, the Company's organizational documents and the Company's
reports to its Members.
    In addition, the Managers will record and preserve a description of
all Section 17 Transactions, their findings, the information or
materials upon which their findings are based, and the basis therefor.
All such records will be maintained for the life of the Companies and
at least six years thereafter, and will be subject to examination by
the Commission and its staff. Each Company will preserve the accounts,
books, and other documents required to be maintained in an easily
accessible place for the first two years.
    2. In connection with the Section 17 Transactions, the Managers
will adopt, and periodically review and update, procedures designed to
ensure that reasonable inquiry is made, before the consummation of any
such transaction, with respect to the possible involvement in the
transaction of any affiliated person or promoter of or principal
underwriter for the Companies, or any affiliated person of an
affiliated person, promoter, or principal underwriter.
    3. The Managers of each Company will not invest the funds of any
Company in any investment in which an Affiliated Co-Investor (as
defined below) has acquired or proposes to acquire the same class of
securities of the same issuer, where the investment involves a joint
enterprise or other joint arrangement within the meaning of rule 17d-1
in which the Company and an Affiliated Co-Investor are participants,
unless any such Affiliated Co-Investor, prior to disposing of all or
part of its investment, (a) gives the Managers sufficient, but not less
than one day's, notice of its intent to dispose of its investment and
(b) refrains from disposing of its investment unless the Company has
the opportunity to dispose of the Company's investment prior to or
concurrently with, on the same terms as, and pro rata with the
Affiliated Co-Investor. The term ``Affiliated Co-Investor'' with
respect to a Company means: (a) An ``affiliated person,'' as such term
is defined in the Act, of the Company; (b) the Stephens Group; (c) an
officer, director or employee of the Stephens Group; (d) an investment
vehicle offered, sponsored or managed by the Stephens Group, or (e) an
entity in which a member of the Stephens Group acts as a general
partner or has a similar capacity to control the sale or other
disposition of the entity's securities. The restrictions contained in
this condition, however, will not be deemed to limit or prevent the
disposition of an investment by an Affiliated Co-Investor: (a) To its
direct or indirect wholly-owned subsidiary, to any company (a
``Parent'') of which the Affiliated Co-Investor is a direct or indirect
wholly-owned subsidiary, or to a direct or indirect wholly-owned
subsidiary of its Parent; (b) to Immediate Family Members of the
Affiliated Co-Investor or a trust established for any Affiliated Co-
Investor or any such family member; or (c) when the investment is
comprised of securities that are (i) listed on any national securities
exchange registered under section 6 of the Exchange Act; (ii) national
market system securities pursuant to section 11A(a)(2) of the Exchange
Act and rule 11Aa2-1 thereunder; or (iii) government securities as
defined in section 2(a)(16) of the Act.
    4. Each Company and its Managers will maintain and preserve, for
the life of each Company and at least six years thereafter, all
accounts, books, and other documents as constitute the record forming
the basis for the audited financial statements that are to be provided
to the Members, and each annual report of such Company required to be
sent to the Members, and agree that all such records will be subject to
examination by the Commission and its staff.\4\
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    \4\ Each Company will preserve the accounts, books and other
documentsrequired to be maintained in an easily accessible place for
the first two years.
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    5. The Managers will send to each Member who had an Interest in the
Company, at any time during the fiscal year then ended, Company
financial statements that have been audited by that Company's
independent accountants. At the end of each fiscal year, the Managers
will make a valuation or have a valuation made of all of the assets of
the Company as of such fiscal year end in a manner consistent with
customary practice with respect to the valuation of assets of the kind
held by the Company. In addition, within 120 days after the end of each
fiscal year of the Company or as soon as practicable thereafter, the
Managers of the Company shall send a report to each person who was a
Member at any time during the fiscal year then ended setting forth tax
information necessary for the preparation by the Member of his or her
federal and state income tax returns and a report of the investment
activities of the Company during that year.
    6. Whenever a Company makes a purchase from or sale to an entity
that is affiliated with the Company by reason of a Stephens Group
director, officer, or employee (a) serving as an officer, director,
general partner or investment adviser of the entity or (b) having a 5%
or more investment in the entity, that individual will not participate
in the determination by the Managers of whether or not to effect the
purchase or sale.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-10924 Filed 6-6-07; 8:45 am]

BILLING CODE 8010-01-P
