September 12, 2006
Mr. Robert W. Cook, Esq.
Dear Mr. Cook:
Based on the facts and representations set forth in your letter, dated September 12, 2006, the Commission finds that it is appropriate in the public interest and consistent with the protection of investors to grant, and hereby grants, to the U.S. broker-dealer affiliates of Citigroup Global Markets Limited and Goldman Sachs International and to such other U.S. broker-dealers that may participate in the proposed global offering (the "Global Offering") of common units (the "Units") of Doughty Hanson & Co Investments L.P. Incorporated (the "PCV") a limited exemption pursuant to Section 36 of the Securities Exchange Act of 1934 ("Exchange Act") from the prohibitions on arranging for the extension of credit contained in Section 11(d)(1) of the Exchange Act,1 subject to the following conditions:
The foregoing exemption from Exchange Act Section 11(d)(1) is based solely on your representations and the facts presented. It is strictly limited to the application of that section to transactions involving Units under the circumstances described above and in your letter. In the event that any material change occurs with respect to any of those facts, representations, or circumstances, such transactions should be discontinued, pending presentation of the facts for our consideration. The staff expresses no view with respect to any other questions the proposed transactions may raise, including, but not limited to, the applicability of other federal and state laws or rules of any self-regulatory organization to the proposed Global Offering.2
You request, under 17 C.F.R. Section 200.81(b), that your letter and the staff's response be accorded confidential treatment for 60 days following the date of our response or until such earlier date on which the proposed Offer is first made public. Because we believe that your request for confidential treatment is reasonable and appropriate, we grant it.
For the Commission,
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