RegAlert2013-11-01
Added · Updated
SEC Division of Investment Management staff letter: New Mountain Finance Corporation
New Mountain Finance Corporation, New Mountain Finance AIV Holdings Corporation, and New Mountain Finance Holdings, L.L.C. request assurance that the SEC Staff will not recommend enforcement action under Section 12(d)(3) of the Investment Company Act of 1940 if the Operating Company registers as an investment adviser under the Advisers Act or if NMF Corp acquires additional membership units. The request addresses potential violations arising from the current ownership structure where feeder vehicles hold interests in a master fund that may engage in advisory services for private funds. The parties argue that the statutory concerns regarding entrepreneurial risks and conflicts of interest do not apply to this specific limited liability company structure.
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SUTHERLAND ASBILL & BRENNAN LLP
700 Sixth Street, NW, Suite 700
SUTHERLAND Wmhington, DC 20001-39BO
202.383.0100 Fox 202.637.3593
www.sutherlond.com
November 1, 2013
VIA COURIER
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: New Mountain Finance Corporation
New Mountain Finance AIV Holdings Corporation
New Mountain Finance Holdings, L.L.C.
Dear Mr. Scheidt:
We are writing on behalf of New Mountain Finance Corporation ("NMF Corp'), New Mountain Finance AIV Holdings Corporation ("AIV Holdings') and New Mountain Finance Holdings, L.L.C. (the "Operating Company') to seek the assurance of the staff of the Division of Investment Management (the "Staff') that it would not recommend enforcement action to the Securities and Exchange Commission (the "Commission') against either NMF Corp or AIV Holdings under Section 12(d)(3) of the Investment Company Act of 1940, as amended (the "1940 Act'), if the Operating Company registers as an investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended (the "Advisers Act' ) , or ifNMF Corp acquires additional common membership units of the Operating Company subsequent to its registering under the Advisers Act. 1 Background The Parties As described in more detail in the no-action letter issued by the Staff in connection with NMF Corp's initial public offering, 2 both NMF Corp and AIV Holdings serve as feeder vehicles for the Operating Company, which in turn serves as the "master" fund that owns all of the 1 All section and rule references herein are to the 1940 Act and the rules thereunder unless otherwise specified. 2 See New Mountain Finance Corporation, et al. , SEC No-Action Letter (April27, 2011) (the "Prior Letter"). 22359906.2
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