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U.S. Securities and Exchange Commission

Investment Company Act of 1940 — Section 57(a) and Rule 17d-1
Golub Capital BDC, Inc., et al.

September 7, 2018

Response of the Chief Counsel's Office
Division of Investment Management

Your letter, dated September 7, 2018 (“Letter”), requests our assurance that we would not recommend enforcement action to the Commission under Section 57(a) of the Investment Company Act of 1940 (“Act”) and Rule 17d-1 under the Act against Golub Capital BDC, Inc. and Golub Capital Investment Corp. (together, the “GC BDCs”), and GC Advisors LLC (“Adviser”), an investment adviser registered under the Investment Advisers Act of 1940 that serves as investment adviser to the GC BDCs, if they were to enter into the Proposed Transactions, as defined and described in your Letter, in connection with certain collateralized loan obligations (“CLOs”) used by the GC BDCs. You state that you have been advised by the staff of the Division of Corporation Finance that they concur with your determination that, under the rules mandated by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Risk Retention Rules”),[1] the Adviser is considered to be the sponsor of these GC BDCs’ CLOs. As further explained in your Letter, you request relief to the extent that engaging in the Proposed Transactions is necessary to achieve compliance with the Risk Retention Rules.[2]

Based on the facts and representations set forth in your Letter, we would not recommend that the Commission take any enforcement action under Section 57(a) of the Act or Rule 17d-1 under the Act against the GC BDCs or the Adviser if they engage in the Proposed Transactions, as described in your Letter. This response represents our view on enforcement only and does not express any legal or interpretive conclusion on the issues presented. Any different facts or representations may require a different conclusion.

Rochelle Kauffman Plesset
Senior Counsel

[1] 17 CFR Part 246. The Risk Retention Rules became effective on December 24, 2016 (the “Effective Date”). You note that, on February 9, 2018, the U.S. Court of Appeals for the D.C. Circuit (“DC Circuit Court of Appeals”) issued a ruling vacating the Risk Retention Rules insofar as they apply to collateral managers of “open-market” collateralized loan obligations (“CLOs”). The Loan Syndications & Trading Ass’n v. SEC and Board of Governors of the Federal Reserve System, No. 17-5004 (D.C. Cir. Feb. 9, 2018). You state that the CLOs used by the GC BDCs may not be “open-market” CLOs.

[2] You do not ask, nor do we express a view on, any question pertaining to the applicability of, or the compliance of the Proposed Transactions with, the Risk Retention Rules.

Incoming Letter

The Incoming Letter is in Acrobat format.


Modified: 9/10/2018