[Federal Register Volume 65, Number 160 (Thursday, August 17, 2000)]
[Notices]
[Pages 50245-50249]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-20882]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-24596; 812-9618]


XSource, Inc.

August 11, 2000.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of application for an order under sections 6(c), 17(b) 
and 23(c) of the Investment Company Act of 1940 (the ``Act'') granting 
an exemption from sections 17(a), 18(d), 21(b), 23(a) through (c), and 
30 of the Act; and under section 17(d) of the Act and rule 17d-1 under 
the Act permitting certain joint transactions.

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Summary of Application: Applicant proposes to operate as a managerial 
strategic investment company (``MSIC'').

Filing Dates: The application was filed on May 31, 1995, and amended on 
September 25, 1995, September 4, 1996, and January 20, 2000.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless to SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on September 5, 
2000 and should be accompanied by proof of service on applicant, 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street N.W., Washington, D.C. 20549-
0609. Applicant, 153 East 53rd Street, Suite 5900, New York, New York, 
10022.

FOR FURTHER INFORMATION CONTACT: Mary Kay Frech, Branch Chief, (202) 
942-0564 (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 
SEC's Public Reference Branch, 450 5th Street N.W., Washington, D.C. 
20549 0102 (telephone 202-942-8090).

Applicant's Representations

    1. Applicant, a Delaware corporation, is an indirect wholly-owned 
subsidiary of Millicom International Cellular, S.A. (``Millicom''), a 
Luxembourg corporation engaged in the cellular telephone business. 
Applicant currently holds majority equity interests in nine companies 
engaged in electronics, media, providing integrated network services 
for telecommunication data and internet network businesses.\1\ The 
present business of applicant dates back to 1993, when Millicom 
transferred substantially all of its non-cellular operations to 
applicant (then known as American Satellite Network, Inc., and later 
known as Great Universal Incorporated).
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    \1\ Currently, XSource's principal holdings include 100% 
ownership of Get.2.Net Corporation, Integrated Systems and Internet 
Solutions, Inc., Basset Telecom Solutions AB, Diator Netcom 
Consultants AB, Multinational Automated Clearing House U.S.A. Inc., 
Netcom Consultants (UK) Ltd., Netcom Latin America BV, Netcom Asia 
BV and Praesidium Incorporated as well as a 55% interest in Savera 
Systems Incorporated. XSource also holds a 45% interest in Modern 
Cartoons, Ltd. (together with wholly-owned and majority-owned 
subsidiaries, ``Current Holdings'').
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    2. In 2000, upon the exercise of certain warrants, applicant no 
longer will be a wholly-owned subsidiary of Millicom and will become a 
public company. At that time, applicant states that it plans to change 
its business to operate as an MSIC. As an MSIC, applicant states that 
it will provide a long-term source of financial support and managerial 
assistance to public companies seeking to improve their 
competitiveness. Applicant will acquire long-term substantial minority 
equity holdings in selected public companies (``strategic portfolio 
companies'') and then apply applicant's experience and resources to 
help manage those companies. Applicant plans to be actively involved in 
the management of the strategic portfolio companies through board 
representation; by having applicant's officers and employees serve as 
officers or consultants to the strategic portfolio companies; and by 
providing direct financial assistance to the companies.
    3. Applicant states that, as an MSIC, it may come within the 
definition of investment company in section 3(a)(1)(C) of the Act 
because more than 40% of applicant's holdings may consist of minority 
interests that constitute ``investment securities,'' as that term is 
defined in section 3(a)(2) of the Act. If applicant comes within the 
definition of investment company in section 3(a)(1)(C) of the Act, and 
is unable to rely on an exemptive rule under the Act, applicant will 
register under the Act as a closed-end management investment company.
    4. Applicant states that, although it would be registered under the 
Act,

[[Page 50246]]

applicant will not hold itself out as being engaged in the business of 
investing, reinvesting, owning, holding, or trading in securities. 
Rather, applicant will hold itself out as being engaged in the 
businesses of its portfolio companies. Applicant also states that at 
least 50% of its assets will consist of greater than 25% holdings in 
U.S. companies to which it makes available significant managerial 
assistance. As part of these holdings, at least 25% of applicant's 
assets will consist of greater than 25% holdings in its existing 
subsidiaries. These companies will be engaged in the types of 
businesses similar to applicant's current holdings. At least one 
officer, director, employee or other person designated by applicant 
will serve on the board of each company.
    5. Applicant states that at least 40% of its assets will consist of 
(a) no more than five holdings, each greater than 10%, in publicly held 
U.S. companies to which applicant will make available significant 
managerial assistance and which applicant will hold for at least two 
years, and (b) other assets that are not investment securities. These 
companies also will be engaged in the types of businesses similar to 
applicant's current holdings. At least one officer, director, employee 
or other person designated by applicant will serve on the board of each 
company.
    6. Applicant further states that no more than 10% of its assets 
will consist of investment securities other than those described above, 
and no more than 5% of its assets in this category will consist of 
equity securities. In addition, applicant will have acquired at least 
50% of its holdings either in a private placement directly from the 
portfolio company or as a result of providing other financial 
assistance directly to the portfolio company.

Applicant's Legal Analysis

    1. Applicant states that, when it registers under the Act as a 
closed-end investment company, it will need from various provisions of 
the Act in order to operate as an MSIC. Specifically, applicant seeks 
relief in order to be able to engage in certain transactions with its 
affiliates, provide financing to its portfolio companies, raise 
additional capital, and provide equity-based compensation to its 
employees. Thus, applicant requests an exemption under sections 6(c), 
17(b) and 23(c) of the Act from sections 17(a), 18(d), 21(b), 23(a) 
through (c), and 30 of the Act; and under section 17(d) of the Act and 
rule 17d-1 under the Act to permit certain joint transactions. 
Applicant acknowledges that, if it does not register under the Act 
within three years of the date the requested order is issued, the order 
will terminate. Applicant also acknowledges that the Commission, as a 
matter of normal practice, does not grant exemptive relief under the 
Act unless there is shown a clear present need for the relief. 
Applicant asserts that granting it the requested relief at this time 
would be appropriate in light of the unique regulatory issues presented 
by its proposal to operate as an MSIC.
    2. Applicant believes that its activities as an MSIC will resemble 
those of a business development company (``BDC''). BDCs, like 
applicant, are publicly offered closed-end investment companies. 
Applicant states that the Act includes a separate set of provisions for 
BDCs designed to enable them to engage in such activities. Applicant 
thus proposes to be governed by certain provisions of the Act 
applicable to BDCs.\2\
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    \2\ Applicant states that it would be unable to elect status as 
a BDC because the Act limits the extent to which BDCs may invest in 
large companies.
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Transactions With Affiliates

    3. Section 17(a) of the Act generally prohibits an affiliated 
person of a registered investment company, or an affiliated person of 
such person, from selling any security or other property to or 
purchasing any security or other property from the investment company. 
Section 17(d) of the Act and rule 17d-1 under the Act prohibit an 
affiliated person of an investment company, acting as principal, from 
participating in or effecting any transaction in connection with any 
joint enterprise or joint arrangement in which the investment company 
participates. Section 2(a)(3) of the Act defines ``affiliated person'' 
of another person to include any person directly or indirectly owning, 
controlling, or holding with power to vote 5% or more of the 
outstanding voting securities of the other person; any person 5% or 
more of whose outstanding voting securities are directly or indirectly 
owned, controlled, or held with power to vote by the other person; any 
person directly or indirectly controlling, controlled by, or under 
common control with, the other person; any officer, director, or 
employee of a person; and in the case of an investment company, is 
investment adviser.
    4. Section 17(b) of the Act authorizes the Commission to exempt a 
transaction from section 17(a) if the terms of the transaction, 
including the consideration to be paid or received, are reasonable and 
fair and do not involve overreaching on the part of any person, and the 
transaction is consistent with the policy of each investment company 
and the general purposes of the Act. Section 6(c) of the Act authorizes 
the Commission to exempt any class of transactions from any provision 
of the Act if the exemption is necessary or appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act. Under 
rule 17d-1, in passing on applications for orders under section 17(d), 
the Commission considers whether the company's participation in the 
proposed transaction is consistent with the provisions, policies, and 
purposes of the Act, and the extent to which the participation is on a 
basis different from or less advantageous than that of other 
participants.
    5. Applicant requests relief sections 6(c) and 17(b) from section 
17(a) and an order pursuant to section 17(d) and rule 17d-1 to permit 
transactions with certain affiliated persons of applicant that would be 
permitted if applicant were a BDC. Applicant proposes to be governed by 
certain provisions of section 57 of the Act, which establishes a 
framework for transactions by BDCs with affiliates. Applicant believes 
that complying with the provisions of the Act applicable to BDCs will 
provide it with needed flexibility to operate as an MSIC consistent 
with the protection of investors and that purposes of the Act.
    6. Under section 57(a) of the Act, transactions between a BDC and 
entities that control the BDC (``control affiliates''), as well as 
transactions in which a BDC participates jointly with its control 
affiliates, generally are prohibited. Under section 57(b) of the Act, 
control affiliates include the BDC's officers, directors, and 
employees, the BDC's investment adviser, principal underwriter, and any 
shareholder that owns more than 25% of the BDC's outstanding 
securities. Control affiliates also include persons that control any of 
these entities. A BDC must seek exemptive relief from the Commission to 
enter into a transaction with a control affiliate. Applicant will be 
subject to section 57(a) of the Act, and is not seeking any relief to 
be able to engage in transactions with its control affiliates.
    7. Under section 57(d) of the Act, transactions between a BDC and 
certain entities that are affiliated with the BDC (``non-control 
affiliates''), as well as transactions in which a BDC participates 
jointly with its non-control affiliates, generally are prohibited. 
Under section 57(e) of the Act, non-control affiliates include any 
shareholder that owns between 5% and 25% of the BDC's outstanding 
voting securities (as well as executive officers,

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directors, and persons controlling, controlled by or under common 
control with that shareholder), and any non-control affiliate of a 
director, officer, employee, investment adviser, or principal 
underwriter of the BDC.
    8. Under section 67(f) of the Act, transactions between a BDC and 
its non-control affiliates may be permitted, provided the BDC's board 
of directors, including a majority of the independent directors who 
have no financial interest in the transaction, approves the 
transaction. The board of directors must determine that the terms of a 
proposed transaction, including the consideration to be paid, are 
reasonable and fair, and do not involve overreaching, and that the 
transaction is consistent with the policies of the investment company 
and the interests of shareholders. Accordingly, applicant would be able 
to engage in transactions with its non-control affiliates upon approval 
by its board of directors. Applicant states that its board of directors 
thus would be able to approve, for example, a consulting arrangement 
between a strategic portfolio company and an entity that held more than 
5% of applicant's outstanding voting securities but that does not 
control it.
    9. Section 57 does not require approval for transactions between a 
BDC and its ``downstream affiliates'' (i.e.,  the BDC's portfolio 
companies and their affiliates). Applicant proposes, as an additional 
safeguard against overreaching, that its transactions with ``downstream 
affiliates'' will be approved in accordance with section 57(f).
    10. Applicant will comply with section 57(h) of the Act which 
requires the directors of a BDC to adopt, and periodically review and 
update as appropriate, procedures reasonably designed to ensure that 
reasonable inquiry is made, prior to consummation of any transaction in 
which the BDC or a company controlled by the BDC proposes to 
participate, with respect to the possible involvement in the 
transaction of the persons described in sections 57(b) and (e).
    11. Under section 57(m) of the Act, an executive officer of 
applicant would be able to provide managerial assistance to a strategic 
portfolio company, provided that the officer does not receive any 
special compensation for providing these services.
    12. Applicant also will comply with section 56 of the Act which 
requires, among other things, that a majority of applicant's board of 
directors be persons who are not interested persons of applicant.

Loans to Portfolio Companies

    13. Section 21(b) of the Act prohibits a registered investment 
company from lending money or property to any person that controls or 
is under common control with the investment company. Section 21(b) 
would prevent applicant from lending to a company that applicant 
controls if applicant and the controlled company are deemed to be under 
the common control of a person or entity that controls applicant. 
Applicant will have controlling interests in certain of its current 
subsidiaries and may control other portfolio companies. Applicant 
states that an important means for it to improve the competitiveness of 
its strategic portfolio companies would be by making loans to these 
companies.
    14. Section 62(2) of the Act permits a BDC to make a loan to a 
company controlled by the BDC that is deemed to be under common control 
with the BDC solely because a third person controls the BDC. Applicant 
states that section 62(2) would not permit, for example, a loan to a 
company that is controlled by a BDC's affiliate through the affiliate's 
own holdings in the company. Applicant requests an exemption under 
section 6(c) from section 21(b) to permit it to make loans to companies 
controlled by applicant to the extent permitted under section 62(2) as 
if applicant were a BDC.

Issuance of Common Stock Below Net Asset Value

    15. Section 23(b) of the Act prohibits a registered closed-end 
investment company from selling its common stock at a price below the 
stock's current net asset value (``NAV''), except in certain limited 
circumstances. This prohibition is intended to protect the shareholders 
of the investment company from dilution when the company issues 
additional securities. Applicant states that because close-end funds 
often trade at a discount to NAV, a fund that is unable to issue shares 
at below NAV may be unable to raise additional equity capital 
subsequent to its initial public offering.
    16. Section 63(2) of the Act permits a BDC to issue common stock at 
less than NAV, provided that the BDC's directors and shareholders give 
the necessary approvals. Applicant states that the nature of its 
proposed operations, like those of a BDC, likely will require the 
ability to raise additional capital in order to acquire additional 
strategic portfolio companies or to provide financial assistance to the 
companies. Applicant thus requests an exemption under section 6(c) from 
section 23(b) to permit it to issue and sell its common stock at below 
NAV to the extent it would be permitted to do so by section 63(2) of 
the Act.

Incentive Compensation to Management

    17. Applicant states that its management will be involved in the 
affairs of its strategic portfolio companies through membership on the 
board of directors, and by serving as officers or as monitors of the 
portfolio companies. Applicant's management will be compensated for 
their skills in facilitating the management of the strategic portfolio 
companies. Applicant thus believes that it will be competing in the 
labor market for the services not of investment advisers but rather of 
operating company managers. Applicant asserts that these managers 
routinely receive equity-based compensation such as stock options. 
Applicant would like to attract talented managers by offering them 
equity-based incentive compensation in the form of options for its 
stock (``Options'') and stock appreciation rights (``SARs''). Applicant 
believes that the use of such equity-based incentive compensation may 
benefit its shareholders by aligning the interests of management with 
the interests of shareholders.
    18. Sections 18(d), 23(a) and (b) of the Act effectively prohibit a 
registered investment company from providing equity-based compensation 
to its management. Section 18(d) generally prohibits a fund from 
issuing rights to purchase fund shares. Section 23(a) generally 
prohibits a closed-end fund from issuing securities for services. 
Section 23(b), as noted above, prohibits a registered closed-end fund 
from selling common stock at below its current NAV.
    19. Applicant requests an exemption under section 6(c) from 
sections 18(d) and 23(a) and (b) of the Act to the extent necessary to 
adopt an equity-based incentive compensation plan (``Plan'') for its 
directors, officers and employees (``Participants'') that will provide 
for the issuance of Options and SARs (collectively, ``Awards'').
    20. Applicant states that the purpose of sections 18(d) and 23(a) 
and (b) is to prevent the dilution to shareholders that results from 
the issuance of Options or the issuance of securities for services. 
Applicant states that its shareholders will be protected because the 
Plan will have the following characteristics:
    (a) The Plan would be implemented only if it is approved by 
applicant's board of directors, including a majority of the independent 
directors, and by applicant's shareholders. Proxy materials that would 
be submitted to

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applicant's shareholders would include a concise, ``plain English'' 
description of the plan, including its potential dilutive effect, and 
would comply with Item 10 of Schedule 14A under the Securities Exchange 
Act of 1934 (``Exchange Act'').
    (b) The Plan would be administered by a committee of at least two 
independent directors (the ``Committee''). The issuance of Awards would 
be approved as in the best interests of applicant and its shareholders 
by a majority of applicant's independent directors and by a majority of 
the directors who have no financial interest in the Plan.
    (c) Awards would be issuable to independent directors under the 
Plan. The issuance of Awards to independent directors would be approved 
as in the best interests of applicant and its shareholders by a 
majority of applicant's independent directors and by a majority of the 
directors who have no financial interest in the Awards.
    (d) The maximum number of shares of applicant's common stock that 
would be issuable under the Plan would be 10% of applicant's 
outstanding shares at the time the Plan is adopted. No participant 
would receive Awards with respect to more than 35% of the shares that 
may be issued under the Plan.
    (e) SARs would be issued only in tandem with Options so that the 
exercise of the SAR cancels the Option and vice versa. SARs would 
expire no later than the Options to which they relate.
    (f) The price of an Option would equal at least 100% of the fair 
market value of applicant's common stock on the date the Option is 
granted. SARs would not be exercised for more than 100% of the 
appreciation of the underlying stock.
    (g) Awards would be granted within 10 years of the date the Plan is 
adopted or approved by applicant's shareholders, whichever is earlier. 
Awards would expire within 10 years after the date of grant. Awards 
would be nontransferable except by gift or bequest or for estate 
planning purposes.
    (h) A Participant would be able to pay for the stock to be received 
upon the exercise of an Option with applicant's common stock. The 
aggregate fair market value of the common stock would be equal to the 
aggregate exercise price of any stock purchased upon the exercise of an 
Option with such common stock, and the fair market value would be 
equal, per share, to the price at which applicant's shareholders could 
sell a share of applicant's common stock on an exchange or over the 
counter. The amount payable upon the exercise of an SAR may be payable 
in cash or applicant's stock or both, in the sole discretion of the 
Committee. Applicant would pay cash or issue shares of its common 
stock, or a combination of both, only if and to the extent that the 
payment or issuance would not result in greater dilution of the 
interests of existing shareholders than would occur if, instead of the 
SARs, the Options to which they relate were exercised.
    21. Section 23(c) of the Act prohibits a registered closed-end 
investment company from purchasing any securities of which it is the 
issuer except in the open market, pursuant to tender offers, or under 
other circumstances as the SEC may permit to insure that the purchase 
is made on a basis which does not unfairly discriminate against any 
holders of the class or classes of securities to be purchased. 
Applicant states that section 23(c) effectively would prevent 
Participants from paying for stock to be received upon exercise of 
Options under the Plan with shares of applicant's common stock. 
Applicant thus requests an order under section 23(c) to permit it to 
purchase shares of its common stock from Participants in the Plan in 
connection with the exercise of an Option. Applicant states that the 
plan will be structured to prevent discrimination against applicant's 
shareholders because applicant will purchase its shares from a 
participant at the fair market value at which all other shareholders 
could sell their shares on an exchange or over the counter.
    22. Applicant also requests an order pursuant to section 17(d) and 
rule 17d-1 to permit the Plan. Rule 17d-1(c) defines a joint enterprise 
to include any stock option or stock purchase plan. Applicant states 
that the Plan is in the best interests of applicant's shareholders 
because the Plan will help applicant attract and retain talented 
professionals and help align the interests of management with the 
interests of its shareholders.

Periodic Reporting Requirements

    23. Section 30 of the Act requires each registered investment 
company to file certain periodic reports with the SEC in lieu of the 
reports required by Sections 13 or 15(d) of the Exchange Act. Section 
30 reflects the determination that investors in investment companies 
require different types of information than investors in business 
corporations.
    24. BDCs exempt from section 30. To qualify as a BDC, among other 
things, a company must have a class of its equity securities registered 
under Section 12 of the Exchange act or have filed a registration 
statement pursuant to Section 12 of the Exchange Act. As a condition to 
the requested order, applicant will have a class of its equity 
securities registered under Section 12 of the Exchange Act. Because 
applicant's operations will resemble those of a BDC, applicant asserts 
that the periodic reports required by the Exchange Act would be more 
useful to investors than the periodic reports required by section 30 of 
the Act. Therefore, applicant requests an exemption under section 6(c) 
from section 30 so that it may file its periodic reports as required 
under the Exchange Act.

Applicant's Conditions

    Applicant agrees that the requested order will be subject to the 
following conditions:

Applicant's Assets

    1. At least 50% of the value of applicant's assets will consist of 
greater than 25% holdings in companies to which applicant makes 
available significant managerial assistance (as defined in section 
2(a)(47) of the Act) and which are organized under the laws of, and 
have their principal places of business in, any state or states; as 
part of such holdings, at least 25% of the value of applicant's assets 
will consist of greater than 25% holdings in the Current Holdings, and 
any other subsidiaries it held prior to its registration as an 
investment company under the Act.
    2. No more than 10% of applicant's assets will consist of 
investment securities other than those described in conditions 1 and 
3(a); the portion of such investment securities that will constitute 
equity securities will not exceed 5% of applicant's assets.
    3. The remainder of applicant's assets will consist of (a) greater-
than-10% investments in publicly held companies to which applicant 
makes available significant managerial assistance (as defined in 
section 2(a)(47)) and which are organized under the laws of, and have 
their principal places of business in, any state or states, and (b) 
other assets that are not investment securities. Applicant will hold no 
more than five such greater-than-10% investments, and will hold each 
such investment for a minimum of two years.
    4. The companies described in conditions 1 and 3(a) (each a 
``qualifying company'') will be engaged in types of businesses similar 
to applicant's holdings while applicant was not an investment company, 
and the expertise and focus of applicant's management will continue to 
be on such businesses.
    5. At least one officer, director or employee of, or other person 
designated

[[Page 50249]]

by, applicant will serve on the board of directors of each qualifying 
company.
    6. Applicant will have acquired at least 50% of its holdings either 
in private placement directly from the qualifying company or as a 
result of applicant providing other financial assistance directly to 
such qualifying company.
    7. Any decision by applicant to dispose of all or a portion of its 
holdings in any qualifying company will not be based simply on the 
market value of such holdings but rather on strategic and operational 
considerations.

Applicant's Operations

    8. Members of applicant's management will not be affiliated persons 
of registered investment advisers, and applicant will not be an 
affiliated person of a registered investment company.
    9. Applicant will be engaged in the businesses of its portfolio 
companies and will not hold itself out as being engaged in the business 
of investing, reinvesting, owning, holding or trading in securities.
    10. Applicant will have a class of its equity securities registered 
under Section 12 of the Exchange Act.
    11. Applicant will comply with sections 56, 57(a) through (i), 
57(m), 57(o), 62(2), and 63(2) of the Act as if applicant were a BDC.

Incentive Compensation Plan

    12. Applicant's board of directors will review the Plan at least 
annually. In addition, the Committee periodically will review the 
potential impact that the grant, exercise, or vesting of Awards could 
have on applicant's earnings and NAV per share, such review to take 
place prior to any decisions to grant Awards, but in no event less 
frequently than annually. Adequate procedures and records will be 
maintained to permit such review, and the Committee will be authorized 
to take appropriate steps to ensure that neither the grant nor the 
exercise or vesting of Awards would have any effect contrary to the 
interests of applicant's shareholders. This authority will include, in 
addition to the authority to prevent or limit the grant of additional 
Awards, the authority to limit the number of Awards exercised in a 
given period of time should the Committee conclude that applicant's 
expenses, earnings or NAV might otherwise be excessively diluted. All 
records maintained pursuant to this condition will be subject to 
examination by the Commission and its staff.
    13. The maximum number of shares of applicant's common stock 
available for issuance under the Plan will be 10% of applicant's 
outstanding common stock on the date the Plan is adopted. No 
Participant will be granted Awards relating to more than 35% of the 
shares reserved for issuance under the Plan.
    14. Awards under the Plan will be issuable only to applicant's 
directors, officers and employees. Awards will not be transferable or 
assignable, except by will or the laws of descent and distribution, or 
as the Committee may specifically approve to facilitate estate 
planning.
    15. The existence and nature of the Awards granted will be 
disclosed in accordance with standards or guidelines adopted by the 
Financial Accounting standards Board for operating companies and the 
requirements of the Commission under Item 402 of Regulation S-K, Item 8 
of Schedule 14A under the Exchange Act and Item 18 of Form N-2.
    16. Applicant will have amended the terms of any equity-based 
compensation plans adopted by applicant and grants made thereunder 
prior to its reliance on the requested order to bring such plans and 
grants into compliance with such order.

By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-20882 Filed 8-16-00; 8:45 am]
BILLING CODE 8010-01-M