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Golub Capital Investment Corporation, et al.

June 24, 2019

Investment Advisers Act of 1940 – Section 205(b)(3)

June 24, 2019

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

Your letter, dated June 21, 2019, requests our assurance that we would not recommend enforcement action to the Commission under Section 205 of the Investment Advisers Act of 1940 (“Advisers Act”) against Golub Capital Investment Corporation (“GCIC”), GC Advisors LLC (“GC Advisors”) or Golub Capital BDC, Inc. (“GBDC”), if GCIC were to treat the proposed merger of GCIC into GBDC (the “Merger”) as a realization event for purposes of calculating GCIC’s “realized capital gains” under Section 205(b)(3) of the Advisers Act, and pay certain capital gains performance fees to GC Advisors, as described in your letter.

Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action under Section 205 of the Advisers Act against GCIC, GC Advisors or GBDC as described above. Because our position is based upon the representations made to us in your letter, any different facts or representations may require a different conclusion.[1]

The statements in this letter represent the views of the Division of Investment Management. This letter is not a rule, regulation or statement of the Commission, and the Commission has neither approved nor disapproved its content

Asen Parachkevov
Senior Counsel

[1] The Division of Investment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party’s facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, Investment Company Act Release No. 22587 (Mar. 27, 1997), n. 20. In light of the very fact-specific nature of this request, however, the position expressed in this letter applies only to the entities seeking relief, and no other entity may rely on this position.

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