Replies to post #116252 on Lehman Brothers Financial SA (LEHNQ)

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Simpson Thacher & Bartlett LLP
900 G STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: [phone]
FACSIMILE: [phone]
Direct Dial Number E-mail Address
[phone] [e-mail]
August 12, 2019
VIA EMAIL
Mr. Paul Cellupica
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: No-Action Relief Under Section 7 of the Investment Company Act of 1940
Dear Mr. Cellupica:
On behalf of Lehman Brothers Holdings Inc. ("Lehman"), we respectfully request
that the staff ofthe Division ofInvestment Management (the "Staff') confirm that it will not
recommend enforcement action to the Securities and Exchange Commission (the "SEC")
against certain Lehman employee security companies (the "ESCs"), their Replacement GPs
(as defined below) or Third-Party Advisers (as defined below), if such ESCs continue to
operate in the fashion described below without registration as investment companies under
the Investment Company Act of 1940, as amended (the "1940 Act"). Specifically, Lehman
seeks assurance that each ESC for which Lehman or a Lehman affiliate serves as general
partner and for which certain Third-Party Advisers serve as investment adviser may
continue operations, without registering as an investment company under Section 8 ofthe
1940 Act, following the Lehman liquidation, discussed below, with the Replacement GPs
serving as general partner, in reliance on the exemption in Section 7 of the 1940 Act for
companies that are engaged in "transactions which are merely incidental to the dissolution of
an investment company." 1
1 The ESCs for which Lehman seeks assurance are 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.;
NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SAO PAULO TOKYO

https://www.sec.gov/divisions/investment/noaction/2019/lehman-brothers-holdings-081219-7-incoming.pdf