
[Federal Register Volume 79, Number 132 (Thursday, July 10, 2014)]
[Notices]
[Pages 39418-39419]
From the Federal Register Online via the Government Printing 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


