Lehman Brothers Holdings Inc.
Aug. 12, 2019
Investment Company Act of 1940 – Section 7
August 12, 2019
Response of the Chief Counsel’s Office
Division of Investment Management
Your letter dated August 12, 2019 requests our assurance that we would not recommend enforcement action to the Commission against certain employee security companies (the “ESCs”), their Replacement GPs or Third-Party Advisers (as defined in your letter), if such ESCs continue to operate in the manner described in your letter without registering under the Investment Company Act of 1940 (the “Act”), in reliance on the exemption in Section 7 of the Act for companies that are engaged in “transactions which are merely incidental to the dissolution of an investment company.”
Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action against the ESCs, their Replacement GPs or Third-Party Advisers 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.
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.
 You seek assurances with respect to the following ESCs: Co-Investment Capital Partners L.P.; Co-Investment Capital Partners Cayman AIV I, L.P.; Offshore Co-Investment Capital Partners Holdings L.P.; Secondary Opportunities Capital Partners II L.P.; Offshore Secondary Opportunities Capital Partners II L.P.; Crossroads Capital Partners II L.P.; Silverpeak Legacy Capital Partners L.P.; Silverpeak Legacy Offshore Capital Partners L.P.; Silverpeak Legacy Capital Partners II L.P.; Silverpeak Legacy Offshore Capital Partners II L.P.; Silverpeak Legacy Capital Partners III L.P.; Silverpeak Legacy Offshore Capital Partners III L.P.; Lehman Brothers Venture Capital Partners II, L.P.; and TCP Capital Partners VI, L.P.
 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.