SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

File No. 813-353

Capital International, Inc.

And

CGPE IV, L.P.

CGPE V, L.P.

Capital International Investments IV, LLC

Capital International Investments V, LLC

(Names of Applicants)

11100 Santa Monica Boulevard, 15th Floor

Los Angeles, California 90025-3384

6455 Irvine Center Drive

Irvine, CA 92618-4518

(Address of principal offices of Applicants)

AMENDMENT NO. 3 TO APPLICATION PURSUANT TO

SECTIONS 6(b) AND 6(e) OF THE INVESTMENT COMPANY ACT OF 1940

FOR AN ORDER EXEMPTING APPLICANTS FROM CERTAIN

PROVISIONS OF THAT ACT

Written communications regarding this Application and copies of

all orders should be addressed to the following persons:

Peter C. Kelly	Kenneth J. Berman
Capital International, Inc. 11100 Santa Monica Blvd, 15th Floor Los Angeles, CA 90025-3384	Debevoise & Plimpton LLP   555 13th Street, N.W., Suite 1100 E Washington, D.C.  20004

The Application consists of 59 pages, including exhibits.

TABLE OF CONTENTS

			Page
I.	Summary		1
II.	Statement of Facts		4
	A.	The Initial Partnerships	4
	B.	Capital Group and the Partnerships	5
	C.	Eligible Employees and Qualified Participants	7
	D.	Structure of the Partnerships	10
	E.	Management	16
	F.	Investments	19
	G.	Distributions	22
	H.	Reports and Accounting	23
	I.	Partnership Term and Dissolution	23
III.	Request for Relief and Legal Analysis		24
	A.	Status as Employees’ Securities Companies	25
	B.	Community of Interest	26
	C.	Burdens of Compliance	27
	D.	Specific Relief	28
	1.           Section 17(a)		28
	2.           Section 17(d)		29
	3.           Section 17(e)		32
	4.           Section 17(f)		33
	5.           Section 17(g)		35
	6.           Rule 17j-1		38
	7.           Sections 30(a), (b), (e) and (h)		39
	8.           Rule 38a-1		40
IV.	Applicants’ Conditions		40
V.	Procedural Matters		44
Exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

----------------------------------------------------------	x
In the Matter of Capital International, Inc.            11100 Santa Monica Blvd., 15th Floor            Los Angeles, CA  90025-3384 and CGPE IV, L.P. CGPE V, L.P. Capital International Investments IV, LLC Capital International Investments V, LLC  6455 Irvine Center Drive             Irvine, CA 92618-4518 File No. 813-353 ----------------------------------------------------------	: : : : : : : : : : : : : : : : : : : x	Amendment No. 3 to Application Pursuant to Sections 6(b) and 6(e) of the Investment Company Act of 1940 for an Order Exempting Applicants From Certain Provisions of that Act

I.Summary

 Capital International, Inc. and its affiliates as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (collectively, “Capital Group” and each, a “Capital Group entity”) have organized, and will in the future organize, limited partnerships or other entities (each a “Partnership” and, collectively, the “Partnerships”) as “employees’ securities companies” as defined in Section 2(a)(13) of the Investment Company Act of 1940, as amended (the “Act”).  Capital International, Inc., CGPE IV, L.P. (“CGPE IV”), and CGPE V, L.P. (“CGPE V”), Capital International Investments IV, LLC (”CII IV”), the general partner of CGPE IV, and Capital International Investments V, LLC (“CII V”), the general partner of CGPE V (collectively, the “Applicants”) hereby request an order (“Order”) of the U.S. Securities and Exchange Commission (the “Commission”) under Sections 6(b) and 6(e) of the Act exempting the Partnerships from all provisions of the Act and the rules and regulations under the Act, except Section 9, and Sections 36 through 53 and the rules and regulations under those sections.  With respect to Sections 17 and 30 of the Act, and the rules and regulations thereunder, and Rule 38a-1 under the Act, the exemption is limited as set forth in the application.  No form having been prescribed by the Commission, the Applicants proceed under Rule 0-2 under the Act.

 The Partnerships are intended to provide investment opportunities for eligible current and former employees, officers, directors and current Consultants1 of Capital Group (“Eligible Employees”) that are competitive with those at other investment management and financial services firms and to facilitate the recruitment and retention of high caliber professionals.  Each Partnership will have a general partner, managing member or other such similar entity (a “General Partner”) that will manage, operate and control such Partnership.  Participation in a Partnership will be voluntary.

  Eligible Employees who seek to invest in the Partnerships will include Capital Group employees who are engaged in various aspects of the investment management or related financial services businesses, or in administrative, financial, accounting, legal, marketing or operational activities related to such businesses.  Eligible Employees and certain of their family members will be individuals who satisfy certain financial and sophistication standards and who will not need the protection of the regulatory safeguards intended to protect the public, and generally will be accredited investors (“Accredited Investors”) under Rule 501(a)(5) or Rule 501(a)(6) of Regulation D under the Securities Act of 1933 (the “1933 Act”).  A limited number of Eligible Employees who invest in a Partnership (not to exceed 35) may not be Accredited Investors.

 All potential investors in a Partnership (the “Limited Partners”) will be informed that (i) interests in the Partnerships (“Interests”) will be sold in transactions exempt under Section 4(2) of the 1933 Act (“Section 4(2)”), or Regulation D or Regulation S promulgated thereunder, and (ii) the Partnerships generally will not be subject to regulation under the Act.  Interests in a Partnership may be issued in one or more series, each of which corresponds to particular Partnership investments (each, a “Series”).  Each Series will be an employees’ securities company within the meaning of Section 2(a)(13) of the Act.

  In view of the access to information, investment sophistication and financial capacity of the Limited Partners, the concerns regarding overreaching and abuse of investors that the Act was designed to prevent will not be present with respect to the Partnerships.

II.Statement of Facts

 A.The Initial Partnerships

 Capital Group formed CGPE IV in August 2003 under the laws of the State of Delaware.  CGPE IV invests concurrently with Capital International Private Equity Fund IV, L.P. (“Fund IV”) and other investors organized or managed by Capital Group or its designees that generally co-invest with Fund IV (the “Fund IV Co-Investors”) in various investment opportunities, as described below.

 Capital Group formed CGPE V in March 2007 under the laws of the Cayman Islands.  CGPE V invests concurrently with Capital International Private Equity Fund V, L.P. (“Fund V”) and other investors organized or managed by Capital Group or its designees that generally co-invest with Fund V (the “Fund V Co-Investors”) in various investment opportunities, as described below.  CGPE IV and CGPE V (collectively, the “Initial Partnerships”) may also co-invest with each other as well as with Fund IV, Fund V, the Fund IV Co-Investors and the Fund V Co-Investors.  The Initial Partnerships are organized as limited partnerships.

 The General Partner of CGPE IV is CII IV and the General Partner of CGPE V is CII V (together with CII IV, the “Initial General Partners”).  CII IV did not own any outstanding securities of CGPE IV and CII V does not own any outstanding securities of CGPE V.

 CGPE IV, Fund IV and other Fund IV Co-Investors have made, and CGPE V, Fund V and other Fund V Co-Investors will, to the extent possible or applicable, make investments in securities of portfolio companies on a pari passu basis with each other on the same terms and at the same times and dispose of such securities at the same time, on terms and conditions no more favorable than the terms and conditions of any other such disposition by any other such fund.

 B.Capital Group and the Partnerships

 Capital International, Inc. is an indirect wholly-owned subsidiary of The Capital Group Companies, Inc., a holding company and one of the largest investment management firms in the world.  As of December 31, 2009, Capital International, Inc., together with its affiliated global institutional managers, had over $140 billion in assets under management.  (In addition, Capital Research and Management Company, a U.S. mutual fund manager and a Capital Group entity, had over $1,039 billion in assets under management as of such date.)  Investment management and related financial services are the organization’s only businesses.  Founded in 1931 and headquartered in Los Angeles, Capital Group is a private company that is held by current and recently retired senior employees.

 Capital Group has offered Interests in the Initial Partnerships and may form additional Partnerships from time to time to enable its Eligible Employees to pool their investment resources.  These employees will have the opportunity to receive the benefit of certain investment opportunities that come to Capital Group’s attention without the necessity of having each investor identify the opportunities and analyze their investment merit.  Depending on the objectives of a particular Partnership, the pooling of resources may afford the investors diversification of investments and participation in investments that usually would not be available to them as individual investors.  Each Partnership and Series will comply with the terms and conditions of this Application.

 A Partnership will be structured as a limited partnership, limited liability company, business trust or other entity.  A Partnership may be organized under the laws of Delaware, another state, or of a jurisdiction outside the United States.  Capital Group may also form parallel Partnerships organized under the laws of various jurisdictions in order to create the same investment opportunities for Eligible Employees in other jurisdictions.  A Partnership will be operated in accordance with its limited partnership agreement or other organizational documents (each, a “Partnership Agreement”).  Each Partnership will operate as a closed-end management investment company, and a particular Partnership may operate as a “diversified” or “non-diversified” vehicle within the meaning of the Act.

 A Capital Group entity will be a General Partner of each Partnership.  A General Partner will be structured as a limited partnership, limited liability company or other type of entity organized under the laws of Delaware, another state or jurisdictions outside the United States.2  The duties and responsibilities of a General Partner with respect to a Partnership will be set forth in the applicable Partnership Agreement.  If a limited liability company structure is used for a Partnership, generally none of the members of the limited liability company would be liable to third parties for the obligations of the Partnership.

 The General Partner or another entity will serve as investment adviser (“Investment Adviser”) to a Partnership.  The Investment Adviser will be (i) registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), (ii) exempt from Advisers Act registration requirements by virtue of Section 203(b)(3) of the Advisers Act or (iii) excluded from the definition of investment adviser under the Advisers Act because it is a bank or a bank holding company, as defined in the Bank Holding Company Act of 1956, as amended, and does not serve or act as an investment adviser to a registered investment company.  Any entity serving as Investment Adviser to any Partnership will be a Capital Group entity.

 C.Eligible Employees and Qualified Participants

 Interests in a Partnership will be offered without registration in a transaction exempt under Section 4(2), or Regulation D or Regulation S3 promulgated thereunder, and will be sold only to “Qualified Participants,” which term refers to:  (i) Eligible Employees, (ii) spouses, parents, children, spouses of children, brothers, sisters and grandchildren of Eligible Employees (“Eligible Family Members” and, together with Eligible Employees who are natural persons, “Eligible Individuals”), (iii) trusts or other investment vehicles established solely for the benefit of Eligible Individuals (“Eligible Investment Vehicles”), and (iv) Capital Group.

 Each Eligible Individual will be an Accredited Investor under Rule 501(a)(5) or Rule 501(a)(6) of Regulation D, except that a maximum of 35 Eligible Employees who are sophisticated investors but who are not Accredited Investors may become Limited Partners if each of them falls into one of the following two categories:  (A)  Eligible Employees who (i) have a graduate degree in business, law or accounting, (ii) have a minimum of five years of consulting, investment management,  investment banking, legal or similar business experience and (iii) had reportable income from all sources (including any profit shares or bonus) of $100,000 in each of the two most recent years immediately preceding the Eligible Employee’s admission as a Limited Partner and have a reasonable expectation of income from all sources of at least $140,000 in each year in which the Eligible Employee will be committed to make investments in a Partnership; or (B)  Eligible Employees who are “knowledgeable employees,” as defined in Rule 3c-5 of the Act, of the Partnership (with the Partnership treated as though it were a “covered company” for purposes of the Rule).  Eligible Employees who are described in category (A) above will not be permitted to invest in any year more than 10% of his or her income from all sources for the immediately preceding year in the aggregate in a Partnership and in all other Partnerships in which that investor has previously invested.

 An Eligible Individual may purchase an Interest through an Eligible Investment Vehicle only if either (i) the investment vehicle is an “accredited investor,” as defined in rule 501(a) of Regulation D under the 1933 Act or (ii) the Eligible Individual is a settlor4 and principal investment decision-maker with respect to the investment vehicle. Eligible Investment Vehicles that are not accredited investors will be counted in accordance with Regulation D toward the 35 non-accredited investor limit discussed above.

 Any Capital Group entity or a Consultant entity that acquires an Interest in a Partnership will be an “accredited investor,” as that term is defined in rule 501(a) of Regulation D.

 The limitations on the class of persons who may subscribe for, acquire or hold Interests, in conjunction with other characteristics of the Partnerships, will qualify each Partnership and Series as an “employees’ securities company” under Section 2(a)(13) of the Act.5

 Investing in the Partnerships will be voluntary.  No sales load or similar fee of any kind will be charged in connection with the sale of Interests.

 Eligible Employees will be experienced in the investment management or related financial services businesses or in administrative, financial, accounting, legal, marketing or operational activities related thereto.  Eligible Employees will be individuals who satisfy certain financial and sophistication standards, are able to make investment decisions on their own and will not need the protection of the regulatory safeguards intended to protect the public.

 Prior to offering Interests to an Eligible Individual, a General Partner must reasonably believe that the Eligible Employee or Eligible Family Member will be capable of understanding and evaluating the merits and risks of participation in a Partnership and that each such individual is able to bear the economic risk of such participation and afford a complete loss of his or her investment.

 D.Structure of the Partnerships

 The management of each of the Partnerships will be vested in its General Partner. All of the Partnerships will have only Qualified Participants as Limited Partners and will have minimum capital commitments and restrictions with respect to transferability of Interests.

 The terms of a Partnership will be disclosed to the Eligible Employees at the time they are offered the right to subscribe for Interests, and they will be furnished with a copy of the Partnership Agreement.  The Partnership Agreement will set forth in full the terms applicable to a Limited Partner’s investment in the Partnership.

 Capital Group may purchase Interests in order to offer them to new Eligible Employees or as bonus or similar compensation after the closing of a Partnership.  Capital Group will acquire these Interests from the Partnership at the same time and at the same price as Interests purchased by other Qualified Purchasers.  The sale or award of Interests by Capital Group will have no dilutive effect upon the Interests of already existing Limited Partners because the Interests will have already been issued and sold at the closing of the Partnership.  Interests awarded as bonus or similar compensation may be subject to vesting arrangements to be determined by Capital Group.

 Eligible Employees may be offered the opportunity to participate in a Partnership through deferred compensation programs pursuant to which they will acquire an economic interest substantially similar to a direct investment of the deferred amount in the Partnership or through their Individual Retirement Accounts.6  The deferred compensation plans and/or an Eligible Employee's interest in such plans: (i)  will be subject to the applicable terms and conditions of this application,7 (ii) will only be offered to Eligible Employees who are current employees, officers, directors or Consultants of Capital Group, (iii) will have restrictions on transferability, including prohibitions on assignment or transfer except in the event of the Eligible Employee's death or as otherwise required by law, and (iv) will provide information to participants equivalent to that provided to investors and prospective investors in the corresponding Partnership, including, without limitation, disclosure documents and audited financial information.

 The purchase price for an Interest may be payable in full upon subscription or in installments as determined by the General Partner.  Eligible Employees may be offered the opportunity to acquire Interests pursuant to the arranging of recourse and non-recourse loans.8  A Partnership may permit capital contributions to be payable in a manner that varies from other Partnerships, including payment through capital calls.  The General Partner may defer all or a portion of a scheduled installment payment on prior written notice to the Limited Partners.  Upon prior written notice, the General Partner may require payment of all or any part of a deferred payment. The General Partner may determine that all or a portion of the amounts deferred will not be needed to fund Partnership investments. If this determination is made, the General Partner may elect to cancel irrevocably the outstanding obligation of Limited Partners to pay all or a portion of the amounts deferred.

 Any Limited Partner that fails to contribute any other part of its capital commitment or any portion of a Management Fee (defined below) calculated with respect to such Limited Partner shall be in default (“Default”).  If a Limited Partner defaults, the Limited Partner may retain an interest in the Partnership's investments within an applicable Series that were made during the period that the Limited Partner contributed capital, based upon the Limited Partner's paid-in-capital within the Series to total capital contributed to the Partnership within such Series.  Such Limited Partner's remaining commitment may be deemed to be zero, although the General Partner may continue to issue capital calls to such Limited Partner for the payment of Management Fees relating to Partnership investments in which the Limited Partner retains an interest.  In addition, a defaulting Limited Partner may forfeit a portion of the distributions on such retained interest as a penalty for such Default or in satisfaction of amounts owed to the Partnership.  Upon the occurrence of a Default, the General Partner may have the option to enforce the Limited Partner's capital commitment, assume the interest applicable to the unpaid amount of such commitment or sell the defaulting Limited Partner’s Interest to other Limited Partners or Qualified Participants.  The General Partner may also charge interest with respect to the portion of a Limited Partner’s capital contribution that is in default, from the date that such contribution was due until the date such contribution is paid.  The General Partner and/or other Limited Partners may advance as a recourse loan, with interest, to the Limited Partner that is in Default that portion of such Limited Partner’s capital contribution that it failed to make, and unless otherwise repaid such advance and any interest thereon shall be repaid from distributions otherwise made to the defaulting Limited Partner.

 A General Partner may have the right, but not the obligation, to repurchase or cancel the Interest of an Eligible Employee who ceases to be an employee, officer, director, or current Consultant of any member of Capital Group for any reason.  The Partnership Agreement or private placement memorandum for each Partnership will describe, if applicable, the amount that a Limited Partner would receive upon repurchase or cancellation of its Interest.  A Limited Partner, other than the Initial Partnerships for which no right to repurchase or cancellation exists, would receive upon repurchase or cancellation of its Interest, the lesser of (a) the amount actually paid by the Limited Partner to acquire the Interest plus interest, less any distributions, and (b) the fair market value of the Interest determined at the time of the repurchase or cancellation as determined in good faith by the General Partner.

 The terms and conditions relating to a Default or to any transfer or withdrawal with respect to Interests will be fully disclosed to Qualified Participants prior to the acceptance of their subscription documents.  Interests in the Partnerships will not be transferable except with the express consent of the General Partner, and then only to a Qualified Participant.

 If Capital Group makes loans to any Partnership, the lender will be entitled to receive interest at a rate that is permissible under applicable banking or tax regulations (the “Applicable Rate”), provided that the Applicable Rate will be no less favorable to the borrower than the rate obtainable on an arm’s length basis.  Capital Group may, in its sole discretion, adopt the method for determining the calculation of the Applicable Rate.  Any indebtedness of the Partnership will be the debt of the Partnership and without recourse to the Limited Partners.  The Partnership will retain the right to require the payment of any unfunded capital contributions from the Limited Partners for any appropriate Partnership purpose, including the payment of Partnership indebtedness, and may be permitted to assign this right to any lender to the Partnership.  A Partnership will not borrow from any person if the borrowing would cause any person not named in Section 2(a)(13) of the Act to own securities of the Partnership (other than short-term paper).  A Partnership will not lend any funds to a Capital Group entity.

 The General Partner of a Partnership may undertake to contribute capital to the Partnership in an amount equal to at least $1,000.  A Capital Group entity may undertake to contribute additional capital to a Partnership in an amount as it shall determine, which could include contributing capital in an amount representing some multiple of the aggregate amount of capital contributed by the Limited Partners.  To the extent that a Capital Group entity determines to contribute additional capital, the contribution may be paid in the same manner of payment as the Limited Partners or evidenced by a non-interest bearing demand note (a “Note”) issued by a Capital Group entity that may be drawn upon as funds are needed to make such Partnership’s investments (other than short-term temporary investments).  A Partnership may, for example, draw on the Note up to the face value amounts necessary for the Partnership to invest funds based on a ratio of the General Partner capital versus aggregate Limited Partner capital.

 Each private placement memorandum or Partnership Agreement of a Partnership will describe the consequences, if any, for a Limited Partner’s Interest in the event of termination of the Limited Partner’s employment or role as a Consultant, whether for cause or not, or upon his or her bankruptcy, voluntary resignation, death, disability, retirement or otherwise, such as whether a Capital Group entity will be required or will have the option to acquire all or part of the Limited Partner’s Interest.  The amount to be received by the Limited Partner will be subject to any applicable vesting schedule or forfeiture provisions.  Even if part of a Limited Partner’s Interest is acquired by Capital Group, the Limited Partner may still be required to make additional capital contributions for the payment of the Management Fee relating to Partnership investments in which the Limited Partner retains an interest.

 E.Management

 The General Partner will be responsible for the overall management of each Partnership and will have the authority to make all decisions regarding the acquisition, management and disposition of Partnership investments.  However, the General Partner may be permitted to delegate certain of its responsibilities regarding the acquisition, management and disposition of Partnership investments to an Investment Adviser.  A General Partner’s investment decisions for a Partnership may be subject to the approval of an investment committee, comprising senior officers of Capital Group; a Capital Group entity will be ultimately responsible for the affairs and investments of such Partnership.  If the Investment Adviser elects to recommend that a Partnership enter into any side-by-side investment with an unaffiliated entity, the Investment Adviser will be permitted to engage as sub-investment adviser the unaffiliated entity (an “Unaffiliated Subadviser”), which will be responsible for the management of such side-by-side investment.  Where the General Partner has appointed a separate Investment Adviser, the Applicants anticipate that the General Partner will, in most cases, exercise its authority only after receiving a recommendation from the Investment Adviser as to the matter to be acted upon.  A General Partner may also delegate administrative responsibilities for a Partnership to a Capital Group entity.

 An Investment Adviser may be paid a management fee (“Management Fee”) for its services to a Partnership, which fee will generally be determined as a percentage of the capital commitments of the Limited Partners.  A General Partner or Investment Adviser may receive a performance-based fee (a “Carried Interest”) based on the net gains of the Partnership’s investments in addition to any amount allocable to the General Partner’s or Investment Adviser’s capital contribution.  If an Unaffiliated Subadviser is entitled to receive a Carried Interest, it may also act as an additional General Partner of a Partnership solely in order to address certain tax issues relating to the Carried Interest.  In all such instances, however, a Capital Group entity will also be a General Partner of the Partnership and will have exclusive responsibility for making the determinations required to be made by a General Partner under this Application.  No Unaffiliated Subadviser will beneficially own any outstanding securities of any Partnership.

 If a General Partner or Investment Adviser is registered under the Advisers Act, the Carried Interest payable to it by a Partnership will be pursuant to an arrangement that complies with Rule 205-3 under the Advisers Act.  All or a portion of the Carried Interest may be paid to individuals who are officers, employees or stockholders of the Investment Adviser or its affiliates.  If the General Partner or Investment Advisor is not required to register under the Advisers Act, the Carried Interest payable to it will comply with Section 205(b)(3) of the Advisers Act (with the Partnership treated as though it were a business development company solely for the purpose of that section).9  Certain of the Partnerships may not pay a Carried Interest or a Management Fee, but may pay a fee for administrative services to a Capital Group entity.  CGPE IV does not pay a Carried Interest or a Management Fee, but did pay its organizational expenses.  CGPE V will not pay a Carried Interest or a Management Fee, but will pay its organizational expenses.

 Expenses that may be charged by the General Partner or the Investment Adviser to the Partnership could include legal and accounting fees, organizational expenses, administrative expenses and other operating expenses.  Where a Partnership is formed to invest concurrently with Third Party Funds (defined below), organizational expenses may include such Partnership’s pro rata share of organizational expenses attributable to such Third Party Funds.  Capital Group reserves the right to pay for organizational expenses with respect to a Partnership; CGPE IV did and CGPE V will pay for their respective organizational expenses.

 Changes recommended by tax counsel to the Partnerships may be made to the structure of the General Partners and the General Partners’ contribution to the Partnerships so as not to impair the tax status of the Partnerships.

 Each General Partner and Investment Adviser shall observe the standards prescribed in Sections 9, 36 and 37 of the Act.  In addition, without limiting any recordkeeping requirement imposed by the Advisers Act, a Partnership and its General Partner and Investment Adviser will maintain and preserve such accounts, books and other documents constituting the record forming the basis for the audited financial statements that are to be provided to the Limited Partners or that are necessary or appropriate to record transactions with the Partnership.  All such records will be subject to examination by the Commission staff.

 F.Investments

 The investment objectives and policies of each Partnership may vary from Partnership to Partnership.  The specific investment objectives and strategies for the Initial Partnerships were, or will be, set forth in the private placement memorandum for Fund IV and Fund V, respectively.  CGPE IV is co-investing with Fund IV and CGPE V will co-invest with Fund V.  CGPE IV and CGPE V may co-invest with each other to the extent that Fund IV and Fund V make co-investments.  A copy of the private placement memorandum for Fund IV was provided to each Eligible Employee who was offered the opportunity to purchase an Interest in CGPE IV.  A copy of the private placement memorandum for Fund V will be provided to each Eligible Employee who is offered the opportunity to purchase an Interest in CGPE V.  The terms of any future Partnerships will be set forth in a private placement memorandum relating to the Interests offered by such Partnerships.  Each Qualified Participant in any future Partnerships will receive a copy of the private placement memorandum, subscription agreement and Partnership Agreement of a Partnership before making an investment in such Partnership.

 CGPE IV seeks capital appreciation through direct private equity and equity-related investments and co-invests with Fund IV and the other Fund IV Co-Investors.  CGPE V will seek capital appreciation through direct private equity and equity-related investments and will co-invest with Fund V and the other Fund V Co-Investors.  The risks inherent in an investment in Fund IV and the other Fund IV Co-Investors thus are similarly applicable to CGPE IV.  The risks inherent in an investment in Fund V and the other Fund V Co-Investors thus are similarly applicable to CGPE V.

 Other Partnerships may invest in the full range of foreign and domestic, public and private, equity and fixed income securities; equity-related investments; and derivative securities including warrants, rights, options and futures.  The Partnerships may invest either directly or through investments in limited partnerships and other investment pools (including pools that are exempt from registration in reliance on Section 3(c)(1) or 3(c)(7) of the Act) and investments in registered investment companies.10  A Partnership may seek capital appreciation through speculative and high-risk investment primarily in securities (including debt and equity partnership interests) associated with leveraged buyouts, venture capital investments, private placements, bankrupt entities, bridge loans, real estate and other similar situations.  Investments may be made side-by-side with Capital Group entities and through investment pools sponsored or managed by a Capital Group entity or an unaffiliated entity.

 It is possible that an investment program may be structured in which a Partnership will co-invest in a portfolio company with Capital Group or, as is the case with the Initial Partnerships, an investment fund or separate account organized for the benefit of investors who are not affiliated with Capital Group over which a Capital Group entity or an Unaffiliated Subadviser exercises investment discretion (“Third Party Funds”).  Side-by-side investments held by a Third Party Fund, or by a Capital Group entity in a transaction in which the Capital Group investment was made pursuant to a contractual obligation to a Third Party Fund, will not be subject to the restrictions contained in Condition 3 below.  All other side-by-side investments held by Capital Group entities will be subject to the restrictions contained in Condition 3.

 In compliance with Section 12(d)(1)(A)(i) of the Act, a Partnership will not purchase or otherwise acquire any security issued by a registered investment company if, immediately after such purchase or acquisition, the Partnership would own in the aggregate more than 3% of the outstanding voting stock of such investment company.  In addition, a Partnership may acquire shares of money market funds in compliance with Rule 12d1-1 under the Act.

 A substantial percentage of a Partnership’s investments may be made available to it by Capital Group.  The amount of any particular investment made available to a Partnership will depend upon particular circumstances relating to the investment.

 Capital Group entities may receive compensation in various forms for services rendered to companies or other entities in which the Partnerships invest or competitors of such entities.  These fees or other compensation may include, without limitation, advisory fees, organization or service fees, financing fees, management fees, performance-based fees, fees for brokerage and clearing services and compensation in the form of carried interests entitling the entity to share disproportionately in income or capital gains or similar compensation.  Capital Group reserves the right not to charge or to waive all or a part of any such fees or other compensation that a Partnership otherwise might incur or bear indirectly.  However, any such fees or other compensation received by a Capital Group entity generally will not be shared with any Partnership.

 Capital Group entities may also engage in activities in the normal course of their investment management and related financial services businesses that may conflict with the interests of the Limited Partners.  For example, Capital Group entities may have pre-existing relationships with companies in which a Partnership invests.  Capital Group entities may represent potential buyers and sellers, or may be involved in the restructuring, of a company in which the Partnership may have an investment interest, and the Partnership may thus be limited or precluded from investing in or selling securities issued by such a company.  Capital Group entities may come into possession of inside information concerning specific companies and a Partnership’s investment flexibility may be constrained as a consequence of Capital Group’s inability to use the information for investment purposes.  Furthermore, a Capital Group entity may act as a broker for both a Partnership and for another person on the other side of the transaction.  These potential conflicts of interest, to the extent relevant to an investment in a Partnership, will be disclosed to the Limited Partners.

 G.Distributions

 The profits and losses of a Partnership will be determined in compliance with applicable tax rules and regulations and in accordance with the Partnership Agreement or other governing documents of the Partnership.  Cash or other assets available for distribution will initially be apportioned among the Limited Partners and the General Partner in proportion to the aggregate of the committed capital and associated loan (if any) of each Partner.  Amounts apportioned to the General Partner will be distributed to the General Partner.  Unless otherwise specifically provided in the Partnership Agreement, the capital accounts of the Limited Partners will not be reduced below zero. Distributions of Partnership profits will be made at the time and in the amounts determined by the General Partner in accordance with the terms of the Partnership Agreement.  The General Partner will have discretion in distributing cash and proceeds from the Partnership’s investments to the Limited Partners.

 H.Reports and Accounting

 A Partnership will send its Limited Partners an annual financial statement with respect to those Series in which the Limited Partner had an Interest as soon as practicable after the end of the Partnership’s fiscal year.  The financial statement will be audited by independent certified public accountants.  In addition, as soon as practicable after the end of each fiscal year of a Partnership, a report will be sent to each Limited Partner setting forth the information with respect to his or her share of income, gains, losses, credits and other items for United States federal and state income tax purposes resulting from the operation of the Partnership during that year.

 I.Partnership Term and Dissolution

 The Initial Partnerships will dissolve upon the respective dissolutions of Fund IV or Fund V, or upon the earlier occurrence of certain specified events in accordance with their respective Partnership Agreements.  Fund IV is scheduled to expire on the tenth anniversary of its final closing date (unless terminated earlier in accordance with the Fund IV Agreement).  Fund IV’s term may be extended by one-year by its General Partner at its discretion and an additional two-year period thereafter with the consent of Fund IV’s advisory committee.  Applicants expect that Fund V will be scheduled to expire on the tenth anniversary of its final closing date (unless terminated earlier in accordance with the Fund V Agreement).  Applicants expect that Fund V’s term will be extendable by one-year by its General Partner at its discretion and an additional two-year period thereafter with the consent of Fund V’s advisory committee.  Applicants expect that CGPE IV's term will be extended if the term of Fund IV is extended and that CGPE V’s term would be extended if the term of Fund V is extended.

 The term of any other Partnership will be set forth in its Partnership Agreement. Each Partnership may be dissolved prior to the expiration of its term upon the occurrence of certain specified events.  Upon dissolution of a Partnership, the Partnership’s assets will be distributed in accordance with its Partnership Agreement.

III.Request for Relief and Legal Analysis

 Applicants respectfully request that the Commission issue an Order pursuant to Sections 6(b) and 6(e) of the Act exempting the Partnerships from all provisions of the Act and the rules and regulations under the Act, except Section 9, and Sections 36 through 53 and the rules and regulations under those sections.  With respect to Sections 17 and 30 of the Act, and the rules and regulations thereunder, and Rule 38a-1 under the Act, the exemption is limited as set forth in the application.

 A.Status as Employees’ Securities Companies

 Each Partnership and Series will be an “employees’ securities company” as that term is defined in Section 2(a)(13) of the Act.  Under Section 6(b) of the Act, the Commission is required, upon application, to exempt an employees’ securities company if and to the extent that the exemption is consistent with the protection of investors.  Section 6(b) requires the Commission to give due weight to, among other things:  the form of organization and the capital structure of the company; the persons who will own and control the company’s voting securities, evidences of indebtedness and other securities; the prices at which securities issued by the company will be sold and any applicable sales load; the disposition of the proceeds of the securities issued by the company; the character of securities in which those proceeds will be invested; and the existence of any relationship between the company and the issuers of securities held by the company. Applicants submit that the Commission should grant the requested relief on the basis of these factors as applied to the Partnerships.

 Section 7 of the Act generally prohibits investment companies that are not registered under Section 8 of the Act from selling or redeeming their securities.  Under Section 6(e) of the Act, the Commission, in connection with any Order exempting an investment company from any provision of Section 7 of the Act, may require that certain provisions apply to such company, and to other persons in their transactions and relations with such company, as though the company were registered under the Act, if the Commission deems such requirements necessary or appropriate in the public interest or for the protection of investors.

 B.Community of Interest

 Applicants assert that the protections afforded by the Act are generally unnecessary for a Partnership in view of the community of economic and other interests among the Limited Partners and Capital Group.  The community of interest is based on (i) the concern of Capital Group with the morale of its employees and its ability to attract and retain highly qualified personnel; (ii) the absence of any public group of investors in the Partnerships; and (iii) Capital Group’s participation in the investments of a Partnership through its general partnership interest and, in certain circumstances, as a limited partner, in co-investing Third-Party Funds.  In the last example, a Partnership’s co-investment with partnerships managed by Capital Group or its affiliates, where Capital Group has an economic interest that is aligned with that of the Partnership, provides Capital Group with an economic incentive to act in the best interests of the Partnership.

 Applicants also note that a Partnership's investment program will be conceived and organized by persons who may be directly or indirectly investing, or eligible to invest, in such Partnership.  Further, the Partnerships will not be promoted to Eligible Employees by persons outside of Capital Group seeking to profit from fees for investment advice or from the distribution of securities.

 Capital Group represents, as to each Partnership, that:

1.Capital Group will control the Partnership within the meaning of Section 2(a)(9) of the Act.  Capital Group, the General Partner and any other person acting for or on behalf of the Partnership shall act in the best interest of the Partnership and its security holders.

2.Whenever Capital Group, the General Partner or any other person acting for or on behalf of the Partnership is required or permitted to make a decision, take or approve and action, or omit to do any of the foregoing in such person’s discretion, then such person shall exercise such discretion in accordance with reasonableness and good faith and any fiduciary duties owed to the Partnership and its security holders.

3.The organizational documents for, and any other contractual arrangement regarding the Partnership, will not contain any provision which protects or purports to protect Capital Group, the General Partner or their delegates against any liability to the Partnership or its security holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person’s duties, or by reason of such person’s reckless disregard of such person’s obligations and duties under such contract or organizational documents.

 C.Burdens of Compliance

 Applicants maintain that requiring the Partnerships to comply with the various provisions of the Act would present the Partnerships with unnecessary burdens.  As noted above, the operation of the Partnerships is not likely to result in the abuses designed to be remedied by the Act.  In addition, Applicants note that the Partnership Agreement of each Partnership will provide substantial protection to investors by (i) containing specific requirements with respect to matters such as valuations and access of Limited Partners to reports and (ii) restricting the General Partner’s authority in a number of respects, including limiting its ability to make certain amendments to the Partnership Agreement.

 D.Specific Relief

1.Section 17(a)

 Section 17(a) of the Act generally prohibits any affiliated person of a registered investment company, or any affiliated person of such person, acting as principal, from knowingly selling or purchasing any security or other property to or from the investment company.  Applicants request an exemption from the provisions of Section 17(a) to the extent necessary to permit (a) a Capital Group entity or a Third Party Fund (or any affiliated person of such Third Party Fund), acting as principal, to engage in any transaction directly or indirectly with any Partnership or any company controlled by such Partnership, (b) a Partnership to invest in or engage in any transaction with any entity, acting as principal (i) in which such Partnership, any company controlled by such Partnership or any Capital Group entity or Third Party Fund has invested or will invest or (ii) with which such Partnership, any company controlled by such Partnership or any Capital Group entity or Third Party Fund is or will otherwise become affiliated and (c) a Third Party Investor, acting as principal, to engage in any transaction directly or indirectly with any Partnership or any company controlled by such Partnership.  The term “Third Party Investor” refers to any person or entity that is not a Capital Group entity or affiliated with Capital Group and is a partner or other investor in a Third Party Fund.

 The requested relief will not extend to any transactions between a Partnership and an Unaffiliated Subadviser or an affiliated person of an Unaffiliated Subadviser, or between a Partnership and any person who is not an employee, officer or director of the Capital Group or is an entity outside of the Capital Group and is an affiliated person of the Partnership as defined in Section 2(a)(3)(E) of the Act (“Advisory Person”) or any affiliated person of such a person.

 Applicants submit that the exemptions that they are seeking from Section 17(a) of the Act are consistent with the purposes of the Partnerships and the protection of investors.  Limited Partners will be informed in the Partnership's private placement memorandum or other informational documents of the possible extent of the Partnership’s dealings with Capital Group and of the potential conflicts of interest that may exist.  As professionals engaged in financial services businesses, the Limited Partners will be able to evaluate the risks associated with those dealings.  Applicants assert that, moreover, the community of interest among the Limited Partners and Capital Group will serve to reduce the risk of abuse in transactions involving a Partnership and Capital Group or the respective affiliates of Capital Group.

2.Section 17(d)

 Section 17(d) of the Act and Rule 17d-1 prohibit any affiliated person or principal underwriter of a registered investment company, or any affiliated person of such person or principal underwriter, acting as principal, from participating in any joint arrangement with the company unless authorized by the Commission.  Applicants request relief to permit affiliated persons of each Partnership, or affiliated persons of any of these persons, to participate in, or effect any transaction in connection with, any joint enterprise or other joint arrangement or profit-sharing plan in which the Partnership or a company controlled by the Partnership is a participant.

 The requested relief will not extend to any transaction in which an Unaffiliated Subadviser or an Advisory Person, or an affiliated person of either such person, has an interest, except in connection with a Third Party Fund sponsored by an Unaffiliated Subadviser.

 Applicants submit that it is likely that suitable investments will be brought to the attention of a Partnership because of its affiliation with Capital Group or Capital Group's large capital resources and its experience in structuring complex transactions.  Applicants also submit that the types of investment opportunities considered by a Partnership often require each investor to make funds available in an amount that may be substantially greater than what a Partnership may be able to make available on its own.  Applicants contend that, as a result, the only way in which a Partnership may be able to participate in these opportunities may be to co-invest with other persons, including its affiliates.  Applicants note that each Partnership will be primarily organized for the benefit of Eligible Employees as an incentive for them to remain with Capital Group and for the generation and maintenance of goodwill.  Applicants believe that, if co-investments with Capital Group are prohibited, the appeal of the Partnerships would be significantly diminished.  Applicants assert that Eligible Employees wish to participate in co-investment opportunities because they believe that (a) the resources of Capital Group enable it to analyze investment opportunities to an extent that individual employees would not be able to duplicate, (b) investments made by Capital Group will not be generally available to investors even of the financial status of the Eligible Employees, and (c) Eligible Employees will be able to pool their investment resources, thus achieving greater diversification of their individual investment portfolios.

 Applicants assert that the flexibility to structure co-investments and joint investments will not involve abuses of the type Section 17(d) and Rule 17d-1 were designed to prevent.  Applicants state that the concern that permitting co-investments by Capital Group and a Partnership might lead to less advantageous treatment of the Partnership should be mitigated by the fact that Capital Group will be acutely concerned with its relationship with the investors in the Partnership and the fact that senior officers and directors of Capital Group entities will be investing in the Partnership.  In addition, Applicants assert that compliance with Section 17(d) would cause the Partnership to forgo investment opportunities simply because a Limited Partner, the General Partner or any other affiliated person of the Partnership (or any affiliate of the affiliated person) made a similar investment.

 Co-investments with Third Party Funds, or by a Capital Group entity pursuant to a contractual obligation to a Third Party Fund, will not be subject to Condition 3 below. Applicants note that it is common for a Third Party Fund to require that Capital Group invest its own capital in Third Party Fund investments and that Capital Group investments be subject to substantially the same terms as those applicable to the Third Party Fund. Applicants believe it is important that the interests of the Third Party Fund take priority over the interests of the Partnerships and that the Third Party Fund not be burdened or otherwise affected by activities of the Partnerships.  In addition, Applicants assert that the relationship of a Partnership to a Third Party Fund is fundamentally different from a Partnership's relationship to Capital Group.  Applicants contend that the focus of, and the rationale for, the protections contained in the requested relief are to protect the Partnerships from any overreaching by Capital Group in the employer/employee context, whereas the same concerns are not present with respect to the Partnerships vis-à-vis a Third Party Fund.

3.Section 17(e)

 Section 17(e) of the Act and Rule 17e-1 under the Act limit the compensation an affiliated person may receive when acting as agent or broker for a registered investment company.  Applicants request an exemption from Section 17(e) to permit a Capital Group entity (including the General Partner) that acts as an agent or broker to receive placement fees, advisory fees or other compensation from a Partnership in connection with the purchase or sale by the Partnership of securities, provided that the fees or other compensation are deemed “usual and customary.”  Applicants state that for the purposes of the application, fees or other compensation that are charged or received by a Capital Group entity will be deemed “usual and customary” only if (a) the Partnership is purchasing or selling securities with other unaffiliated third parties, including Third Party Funds, (b) the fees or compensation being charged to the Partnership are also being charged to the unaffiliated third parties, including Third Party Funds, and (c) the amount of securities being purchased or sold by the Partnership does not exceed 50% of the total amount of securities being purchased or sold by the Partnership and the unaffiliated third parties, including Third Party Funds.  Applicants assert that, because Capital Group does not wish to appear to be favoring the Partnerships, compliance with Section 17(e) would prevent a Partnership from participating in transactions where the Partnership is being charged lower fees than unaffiliated third parties.  Applicants assert that the fees or other compensation paid by a Partnership to a Capital Group entity will be the same as those negotiated at arm's length with unaffiliated third parties.

 Rule 17e-l(b) requires that a majority of directors who are not “interested persons” (as defined in Section 2(a)(19) of the Act) take actions and make approvals regarding commissions, fees or other remuneration.  Rule 17e-1(c) requires the board of directors of an investment company relying on the rule to satisfy the fund governance standards set forth in Rule 0-1(a)(7) (the “Fund Governance Standards”).  Applicants request an exemption from Rule 17e-l to the extent necessary to permit each Partnership to comply with the rule without having a majority of the directors of the General Partner who are not interested persons take actions and make determinations as set forth in paragraph (b) of the rule and without having to satisfy the standards set forth in paragraph (c) of the rule.  Applicants state that because all the directors of the General Partner will be affiliated persons, without the relief requested, a Partnership could not comply with Rule 17e-1.  Applicants state that each Partnership will comply with Rule 17e-l by having a majority of the directors of the General Partner take actions and make approvals as set forth in the rule.  Applicants state that each Partnership will otherwise comply with Rule 17e-1.

4.Section 17(f)

 Section 17(f) of the Act provides that the securities and similar investments of a registered management investment company must be placed in the custody of a bank, a member of a national securities exchange or the company itself in accordance with Commission rules.  Rule 17f-1 under the Act specifies the requirements that must be satisfied for a registered management investment company to maintain custody of its securities and similar investments with a company that is a member of a national securities exchange.  Applicants request relief from Section 17(f) of the Act and subsections (a), (b) (to the extent such subsection refers to contractual requirements), (c) and (d) of Rule 17f-1 under the Act to the extent necessary to permit a Capital Group entity to act as custodian for a Partnership without a written contract.  Since there is a close association between a Partnership and Capital Group, requiring a detailed written contract would expose the Partnership to unnecessary burden and expense.  Applicants also request relief from the requirement in paragraph (b)(4) of the rule that an independent accountant periodically verify the Partnership's assets held by the custodian.  Applicants believe that, because of the community of interest between Capital Group and the Partnerships and the existing requirement for an independent audit, compliance with this requirement would be unnecessary.  Except as set forth above, a Partnership relying on Rule 17f-1 will otherwise comply with the provisions of the rule.

 Rule 17f-2 under the Act specifies the requirements that must be satisfied for a registered management investment company to act as a custodian of its own investments.  Applicants request relief from Section 17(f) of the Act and Rule 17f-2 under the Act to permit the following exceptions from the requirements of Rule 17f-2:  (a) a Partnership's investments may be kept in the locked files of the General Partner; (b) for purposes of paragraph (d) of the rule, (i) employees of the General Partner (or Capital Group) will be deemed to be employees of the Partnerships, (ii) officers or managers of the General Partner of a Partnership (or Capital Group) will be deemed to be officers of the Partnership and (iii) the General Partner of a Partnership or its board of directors will be deemed to be the board of directors of the Partnership and (c) in place of the verification procedure under paragraph (f) of the rule, verification will be effected quarterly by two employees, one of whom is a manager, within the accounting and operations group of the General Partner (or Capital Group).  With respect to certain Partnerships, some of their investments may be evidenced only by partnership agreements, participation agreements or similar documents, rather than by negotiable certificates that could be misappropriated.  Applicants assert that, for such a Partnership, these instruments are most suitably kept in the files of the General Partner, where they can be referred to as necessary.

5.Section 17(g)

 Section 17(g) of the Act and Rule 17g-1 under the Act generally require the bonding of officers and employees of a registered investment company who have access to its securities or funds.  Rule 17g-1 requires that a majority of directors who are not interested persons take certain actions and give certain approvals relating to fidelity bonding.  Paragraph (g) of Rule 17g-1 sets forth certain materials relating to the fidelity bond that must be filed with the Commission and certain notices relating to the fidelity bond that must be given to each member of the investment company’s board of directors.  Paragraph (h) of Rule 17g-1 provides that an investment company must designate one of its officers to make the filings and give the notices required by paragraph (g).  Paragraph (j) of Rule 17g-1 exempts a joint insured bond provided and maintained by an investment company and one or more parties from the prohibitions on joint transactions contained in Section 17(d) of the 1940 Act and requires the board of directors of an investment company relying on the rule to satisfy the Fund Governance Standards.

 Applicants request relief to the extent necessary to permit the General Partner's board of directors, who may be deemed interested persons, to take actions and make determinations as set forth in the rule.  Applicants also request an exemption from the requirements of:  (i) paragraph (g) of Rule 17g-1 relating to the filing of copies of fidelity bonds and related information with the Commission and the provision of notices to the board of directors; (ii) paragraph (h) of the Rule relating to the appointment of a person to make the filings and provide the notices required by paragraph (g); and (iii) paragraph (j)(3) of the Rule relating to compliance with the Fund Governance Standards. The Partnerships will comply with all other requirements of Rule 17g-1.

 Applicants state that, because all directors of the General Partner will be affiliated persons, a Partnership could not comply with Rule 17g-1 without the requested relief.  In light of the purpose of the Partnerships, and the community of interest among the Partnerships and between the Partnerships and the General Partner, the Applicants believe that little purpose would be served by this requirement even if it were feasible.  Specifically, each Partnership will comply with Rule 17g-1 by having a majority of the General Partner's directors take actions and make determinations as set forth in the rule.

 Applicants believe that the filing requirements are burdensome and unnecessary as applied to the Partnerships.  The General Partner will maintain the materials otherwise required to be filed with the Commission by paragraph (g) of Rule 17g-1 and agree that all such material will be subject to examination by the Commission and its staff.  The General Partner will designate a person to maintain the records otherwise required to be filed with the Commission under paragraph (g) of the Rule.  Applicants submit that no purpose would be served in complying with the requirements of the Rule related to filing information with the Commission.  While filing information related to fidelity bonds may serve to protect public investors as an employees’ securities company, the Partnerships do not and will not have public investors.  Exempting the Partnerships from these provisions does not diminish investor protections, as Limited Partners will still receive the protections offered by the Partnerships’ compliance with other provisions of Rule 17g-1.  Moreover, the Partnerships will not be making other filings with the Commission, such as those related to a registration statement, and no purpose would be served by establishing filing requirements solely for Rule 17g-1.

 In addition, Applicants maintain that the notices otherwise required to be given to each member of the board of directors of an investment company by paragraph (g) of Rule 17g-1 would be unnecessary as the Partnerships do not and will not have boards of directors.  The General Partner of the Partnerships is the functional equivalent of the board of directors of an investment company.  As stated above, the General Partner appoints the person responsible for maintaining and has access to all the information that would otherwise be filed with the Commission under paragraph (g) of the Rule.  The information that would otherwise be filed with the Commission under paragraph (g) of the Rule includes the full scope of the information for which notices would otherwise be given to the board of directors under the Rule.  It therefore would be unnecessary to give notices to the General Partner regarding this information.

 For the same reasons, Applicants believe that the requirements relating to disinterested directors and their counsel in paragraphs (j)(3) of Rule 17g-1 are burdensome and unnecessary as applied to the Partnerships.  As discussed above, the Partnerships will have no boards of directors, and it therefore is not feasible to require the approval of joint fidelity bonds by disinterested directors of the Partnerships.  Moreover, in light of the purpose of the Partnerships and the community of interest among the Partnerships and between the Partnerships and the General Partner, Applicants believe that little purpose would be served by this requirement even if it were feasible.  Applicants also state that each Partnership will otherwise comply with Rule 17g-1.

6.Rule 17j-1

 Section 17(j) of the Act and paragraph (b) of Rule 17j-1 under the Act make it unlawful for certain enumerated persons to engage in fraudulent or deceptive practices in connection with the purchase or sale of a security held or to be acquired by a registered investment company.  Rule 17j-1 also requires that every registered investment company adopt a written code of ethics and that every access person of a registered investment company report personal securities transactions.  Applicants request relief from the provisions of Rule 17j-1, except for the antifraud provisions of paragraph (b), because they are unnecessarily burdensome as applied to the Partnerships.  Requiring each Partnership to adopt a written code of ethics and requiring access persons to report each of their securities transactions would be time consuming and expensive and would serve little purpose in light of, among other things, the community of interest among the participants in the Partnership by virtue of their common association with Capital Group and the substantial and largely overlapping protections afforded by the conditions with which such Partnership has agreed to comply.  Applicants believe that the requested exemption is consistent with the purposes of the Act, because the dangers against which Section 17(j) and Rule 17j-1 are intended to guard are not present in the case of any Partnership.  The relief requested will only extend to Capital Group entities and is not requested with respect to any Unaffiliated Subadviser or Advisory Person.

7.Sections 30(a), (b), (e) and (h)

 Applicants request an exemption from the requirements in Sections 30(a), 30(b) and 30(e) of the Act, and the rules under those Sections, that registered investment companies prepare and file with the Commission and mail to their shareholders certain periodic reports and financial statements.  Applicants contend that the forms prescribed by the Commission for periodic reports have little relevance to the Partnerships and would entail administrative and legal costs that outweigh any benefit to the Limited Partners.  Applicants request relief to the extent necessary to permit each Partnership to report annually to its Limited Partners.  Applicants also request an exemption from Section 30(h) of the Act to the extent necessary to exempt the General Partner of each Partnership, members of the General Partner or any board of managers or directors or committee of Capital Group employees to whom the General Partner may delegate its functions, and any other persons who may be deemed to be members of an advisory board of a Partnership, from filing Forms 3, 4 and 5 under Section 16(a) of the Securities Exchange Act of 1934 with respect to their ownership of Interests in the Partnership.  Applicants assert that, because there will be no trading market and the transfers of Interests will be severely restricted, these filings are unnecessary for the protection of investors and burdensome to those required to make them.

8.Rule 38a-1

 Rule 38a-1 requires that every registered investment company adopt and implement written compliance policies and procedures and review those policies and procedures annually.  Rule 38a-1 also requires the designation of a chief compliance officer, and requires the chief compliance officer to report directly to the fund’s board.

 Each Partnership will comply with Rule 38a-1(a), (c) and (d), except that (i) since the Partnership does not have a board of directors, the board of directors of the General Partner will fulfill the responsibilities assigned to the Partnership's board of directors under the Rule; and (ii) since the board of directors of the General Partner does not have any disinterested members, approval by a majority of the disinterested board members required by Rule 38a-1 will not be obtained and (iii) since the board of directors of the General Partner does not have any disinterested members, the Partnerships will comply with the requirement in Rule 38a-1(a)(4)(iv) that the chief compliance officer meet with the independent directors by having the chief compliance officer meet with the board of directors of the General Partner as constituted.

IV.Applicants’ Conditions

 Applicants agree that any order granting the requested relief will be subject to the following conditions:

 1.Each proposed transaction involving a Partnership otherwise prohibited by Section 17(a) or Section 17(d) of the Act and Rule 17d-1 under the Act to which a Partnership is a party (the “Section 17 Transactions”) will be effected only if the General Partner determines that (a) the terms of the Section 17 Transaction, including the consideration to be paid or received, are fair and reasonable to the Limited Partners of the Partnership and do not involve overreaching of the Partnership or its Limited Partners on the part of any person concerned and (b) the Section 17 Transaction is consistent with the interests of the Limited Partners, the Partnership’s organizational documents and the Partnership’s reports to its Limited Partners.

 In addition, the General Partner of the Partnership will record and preserve a description of all Section 17 Transactions, the General Partner's findings, the information or materials upon which the findings are based and the basis for the findings.  All such records will be maintained for the life of the Partnership and at least six years thereafter and will be subject to examination by the Commission and its staff.11

 2.The General Partner of each Partnership will adopt, and periodically review and update, procedures designed to ensure that reasonable inquiry is made, prior to the consummation of any Section 17 Transaction, with respect to the possible involvement in the transaction of any affiliated person or promoter of or principal underwriter for the Partnership or any affiliated person of such person, promoter or principal underwriter.

 3.The General Partner of each Partnership will not invest the funds of the Partnership in any investment in which an “Affiliated Co-Investor” (as defined below) has acquired or proposes to acquire the same class of securities of the same issuer and where the investment transaction involves a joint enterprise or other joint arrangement within the meaning of Rule 17d-1 in which the Partnership and an Affiliated Co-Investor are participants, unless any such Affiliated Co-Investor, prior to disposing of all or part of its investment, (a) gives the General Partner sufficient, but not less than one day’s, notice of its intent to dispose of its investment and (b) refrains from disposing of its investment unless the Partnership has the opportunity to dispose of the Partnership’s investment prior to or concurrently with, on the same terms as, and pro rata with the Affiliated Co-Investor.  The term “Affiliated Co-Investor” with respect to any Partnership means any person who is (a) an “affiliated person” (as such term is defined in Section 2(a)(3) of the Act) of the Partnership (other than a Third-Party Fund), (b) Capital Group, (c) an officer or director of Capital Group or (d) an entity (other than a Third-Party Fund) in which a Capital Group entity acts as a general partner or has a similar capacity to control the sale or other disposition of the entity’s securities.  The restrictions contained in this condition, however, shall not be deemed to limit or prevent the disposition of an investment by an Affiliated Co-Investor (a) to its direct or indirect wholly-owned subsidiary, to any company (a “Parent”) of which the Affiliated Co-Investor is a direct or indirect wholly-owned subsidiary or to a direct or indirect wholly-owned subsidiary of its Parent, (b) to immediate family members of the Affiliated Co-Investor or a trust or other investment vehicle established for any Affiliated Co-Investor or any such immediate family member or (c) when the investment is comprised of securities that are (i) listed on a national securities exchange registered under Section 6 of the 1934 Act, (ii) NMS stocks pursuant to Section 11A(a)(2) of the 1934 Act and Rule 600(a) of Regulation NMS thereunder, (iii) government securities as defined in Section 2(a)(16) of the Act or other securities that meet the definition of “Eligible Security” in Rule 2a-7 under the Act,  (iv) listed or traded on any foreign securities exchange or board of trade that satisfies regulatory requirements under the law of the jurisdiction in which such foreign securities exchange or board of trade is organized similar to those that apply to a national securities exchange or a national market system for securities.

 4.      Each Partnership and its General Partner will maintain and preserve, for the life of each Series of the Partnership and at least six years thereafter, such accounts, books and other documents constituting the record forming the basis for the audited financial statements that are to be provided to the Limited Partners in the Partnership, and each annual report of the Partnership required to be sent to the Limited Partners, and agree that all such records will be subject to examination by the Commission and its staff.12

 5.     The General Partner of each Partnership will send to each Limited Partner having an Interest in the Partnership at any time during the fiscal year then ended, Partnership financial statements audited by the Partnership's independent accountants with respect to those Series in which the Limited Partner had an Interest.  At the end of each fiscal year, the General Partner will make or cause to be made a valuation of all of the assets of the Partnership as of such fiscal year end in a manner consistent with customary practice with respect to the valuation of assets of the kind held by the Partnership.  In addition, as soon as practicable after the end of each fiscal year of the Partnership, the General Partner will send a report to each person who was a Limited Partner at any time during the fiscal year then ended, setting forth such tax information as shall be necessary for the preparation by the Limited Partner of that partner’s federal and state income tax returns and a report of the investment activities of the Partnership during that fiscal year.

 6. If a Partnership makes purchases or sales from or to an entity affiliated with the Partnership by reason of an officer, director or employee of a Capital Group entity (a) serving as an officer, director, general partner or investment adviser of the entity, or (b) having a 5% or more investment in the entity, such individual will not participate in the Partnership's determination of whether or not to effect the purchase or sale.

V.Procedural Matters

 Pursuant to Rule 0-2(f) under the Act, Applicants state that their addresses are as indicated on the cover page of this Application.  Applicants further state that all written communications concerning this Application should be directed to the addresses set forth on the cover page.  Applicants request that the Commission issue the requested order pursuant to Rule 0-5 under the Act without a hearing being held.

 Pursuant to rule 0-2(c)(l) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs and business is vested in its officers or other governing body, as applicable. Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf.  The certifications required by rule 0-2(c)(l) under the Act are attached as Exhibits A-1 through A-5 of this Application, and the verifications required by rule 0-2(d) under the Act are attached as Exhibits B-1 through B-5.

 For the foregoing reasons, Applicants request that the SEC enter an order pursuant to Sections 6(b) and 6(e) of the Act granting Applicants the relief sought by this Application.

 The Applicant named below has caused this Application to be duly signed on their behalf on the 9th of April, 2010.  The authorization required by rule 0-2(c) under the Act is included in Exhibit A-1 to this Application. The verification required by rule 0-2(d) under the Act is included in this Application as Exhibit B-1.

 CAPITAL INTERNATIONAL, INC.

By:      \s\ Mark Brubaker     

Name: Mark Brubaker

Title:   Senior Vice President

 The Applicant named below has caused this Application to be duly signed on their behalf on the 9th of April, 2010.  The authorization required by rule 0-2(c) under the Act is included in Exhibit A-2 to this Application. The verification required by rule 0-2(d) under the Act is included in this Application as Exhibit B-2.

CAPITAL INTERNATIONAL INVESTMENTS IV, LLC

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Mark Brubaker     

Name:  Mark Brubaker

Title:    Senior Vice President

 The Applicant named below has caused this Application to be duly signed on their behalf on the 9th of April, 2010.  The authorization required by rule 0-2(c) under the Act is included in Exhibit A-3 to this Application. The verification required by rule 0-2(d) under the Act is included in this Application as Exhibit B-3.

 CAPITAL INTERNATIONAL INVESTMENTS V, LLC

 By: CAPITAL INTERNATIONAL, INC., the Managing Member

 By:      /s/ Mark Brubaker     

 Name:  Mark Brubaker

 Title:    Senior Vice President

 The Applicant named below has caused this Application to be duly signed on their behalf on the 9th of April, 2010.  The authorization required by rule 0-2(c) under the Act is included in Exhibit A-4 to this Application. The verification required by rule 0-2(d) under the Act is included in this Application as Exhibit B-4.

CGPE IV, LP

By: CAPITAL INTERNATIONAL INVESTMENTS IV, LLC, its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:      /s/ Mark Brubaker     

Name:  Mark Brubaker

Title:    Senior Vice President

 The Applicant named below has caused this Application to be duly signed on their behalf on the 9th of April, 2010.  The authorization required by rule 0-2(c) under the Act is included in Exhibit A-5 to this Application. The verification required by rule 0-2(d) under the Act is included in this Application as Exhibit B-5.

  CGPE V, LP

By: CAPITAL INTERNATIONAL INVESTMENTS V, LLC, its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:      /s/ Mark Brubaker     

Name:  Mark Brubaker

Title:    Senior Vice President

 

1 A “Consultant” is a person or entity whom Capital Group has engaged on retainer to provide services and professional expertise on an ongoing basis as a regular consultant or as a business or legal adviser and who shares a community of interest with Capital Group and its employees.

2 The General Partner of a Partnership organized outside the United States may be organized outside the United States because of tax and legal considerations associated with the organization of the Partnership organized outside of the United States.

 

3 The Applicants may rely on Regulation S to offer Interests in a Partnership to Qualified Participants who are based outside of the United States and are not U.S. residents in order to create investment opportunities for such persons.  The Applicants may also offer Interests to such persons in reliance on Regulation D.

 

4 If such investment vehicle is an entity other than a trust, the term “settlor” shall be read to mean a person who created such vehicle, alone or together with other Eligible Individuals, and contributed funds to such vehicle.

 

5 Section 2(a)(13) of the Act defines an “employees’ securities company” as “any investment company or similar issuer all of the outstanding securities of which (other than short-term paper) are beneficially owned (A) by the employees or persons on retainer of a single employer or of two or more employers each of which is an affiliated company of the other, (B) by former employees of such employer or employers, (C) by members of the immediate family of such employees, persons on retainer, or former employees, (D) by any two or more of the foregoing classes of persons, or (E) by such employer or employers together with any one or more of the foregoing classes of persons.”

 

6 An investment through an Individual Retirement Account would be an investment by an Eligible Investment Vehicle.

 

7 For purposes of this application, a Partnership will be deemed to be formed with respect to each deferred compensation plan and each reference to “Partnership,” “capital contribution,” “General Partner,” “Limited Partner,” and “Interest” in this application will be deemed to refer to the deferred compensation plan, the notional capital contribution to the deferred compensation plan, Capital Group, a participant of the deferred compensation plan and participation rights in the deferred compensation plan, respectively.

 

8 Loans will not be extended or arranged if otherwise prohibited by law, including the Sarbanes-Oxley Act of 2002.  A Limited Partner will not borrow from any person if such borrowing would cause any person not named in Section 2(a)(13) of the Act to own outstanding securities of a Partnership (other than short term paper).

 

9 In addition, a Partnership may invest in other private capital partnerships that themselves are charged a fee meeting the requirements of Rule 205-3.  Limited Partners in such Partnerships will receive disclosure of the consequences and costs associated with such arrangements.

 

10 Applicants are not requesting any exemption from any provision of the Act or any Rule thereunder that may govern the eligibility of a Partnership to invest in an entity relying on Section 3(c)(1) or 3(c)(7) of the Act or any such entity’s status under the Act.

 

11 Each Partnership will preserve the accounts, books and other documents required to be maintained in an easily accessible place for the first two years.

 

12 Each Partnership will preserve the accounts, books, and other documents required to be maintained in an easily accessible place for the first two years.

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of Capital International, Inc. does hereby certify that this Application is signed by Mark Brubaker, Senior Vice President of Capital International, Inc., pursuant to the general authority vested in him as such under his appointment as an officer and legal counsel of Capital International, Inc.

     IN WITNESS WHEREOF, I have set my hand this 9th day of April, 2010.

CAPITAL INTERNATIONAL, INC.

By:       /s/ Cheryl Hesse          

Name:  Cheryl Hesse

Title:    Senior Vice President    

Exhibit A-2

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of Capital International, Inc., the managing member of Capital International Investments IV, LLC, does hereby certify that this Application is signed by Mark Brubaker, Senior Vice President of Capital International, Inc., the managing member of Capital International Investments IV, LLC, pursuant to the general authority vested in him as such under his appointment as an officer and legal counsel of Capital International, Inc.

     IN WITNESS WHEREOF, I have set my hand this 9th day of April, 2010.

CAPITAL INTERNATIONAL INVESTMENTS IV, LLC

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Cheryl Hesse          

Name:  Cheryl Hesse

Title:    Senior Vice President

Exhibit  A-3

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of Capital International, Inc., the managing member of Capital International Investments V, LLC, does hereby certify that this Application is signed by Mark Brubaker, Senior Vice President of Capital International, Inc., the managing member of Capital International Investments V, LLC, pursuant to the general authority vested in him as such under his appointment as an officer and legal counsel of Capital International, Inc.

     IN WITNESS WHEREOF, I have set my hand this 9th day of April, 2010.

CAPITAL INTERNATIONAL INVESTMENTS V, LLC

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Cheryl Hesse          

Name:  Cheryl Hesse

Title:    Senior Vice President

Exhibit A-4

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of Capital International Inc., the managing member of Capital International Investments IV, LLC, the general partner of CGPE IV, LP, does hereby certify that this Application is signed by Mark Brubaker, Senior Vice President of Capital International Inc., the managing member of Capital International Investments IV, LLC, the general partner of CGPE IV, LP, pursuant to the general authority vested in him as such under his appointment as an officer and legal counsel of Capital International, Inc.

     IN WITNESS WHEREOF, I have set my hand this 9th day of April, 2010.

CGPE IV, LP

By: CAPITAL INTERNATIONAL INVESTMENTS IV, LLC,

its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Cheryl Hesse          

Name:  Cheryl Hesse

Title:    Senior Vice President

Exhibit A-5

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of Capital International Inc., the managing member of Capital International Investments V, LLC, the general partner of CGPE V, LP, does hereby certify that this Application is signed by Mark Brubaker, Senior Vice President of Capital International Inc., the managing member of Capital International Investments V, LLC, the general partner of CGPE V, LP, pursuant to the general authority vested in him as such under his appointment as an officer and legal counsel of Capital International, Inc.

     IN WITNESS WHEREOF, I have set my hand this 9th day of April, 2010.

CGPE V, LP

By: CAPITAL INTERNATIONAL INVESTMENTS V, LLC,

its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Cheryl Hesse          

Name:  Cheryl Hesse

Title:    Senior Vice President

Exhibit B-1

The undersigned states that he has duly executed the foregoing Application, dated April 9, 2010, for and on behalf of Capital International, Inc.; that he is the Senior Vice President of Capital International, Inc.; and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken.  The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

CAPITAL INTERNATIONAL, INC.

By:       /s/ Mark Brubaker       

Name:  Mark Brubaker

Title:    Senior Vice President

Exhibit B-2

The undersigned states that he has duly executed the foregoing Application, dated April 9, 2010, for and on behalf of Capital International, Inc., the managing member of Capital International Investments IV, LLC; that he is the Senior Vice President of Capital International, Inc., the managing member of Capital International Investments IV, LLC; and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken.  The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

CAPITAL INTERNATIONAL INVESTMENTS IV, LLC

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Mark Brubaker       

Name:  Mark Brubaker

Title:    Senior Vice President

Exhibit B-3

The undersigned states that he has duly executed the foregoing Application, dated April 9, 2010, for and on behalf of Capital International, Inc., the managing member of Capital International Investments V, LLC; that he is the Senior Vice President of Capital International, Inc., the managing member of Capital International Investments V, LLC; and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken.  The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

CAPITAL INTERNATIONAL INVESTMENTS V, LLC

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Mark Brubaker       

Name:  Mark Brubaker

Title:    Senior Vice President

Exhibit B-4

The undersigned states that he has duly executed the foregoing Application, dated April 9, 2010, for and on behalf of Capital International, Inc., the managing member of Capital International Investments IV, LLC, the general partner of CGPE IV, LP; that he is the Senior Vice President of Capital International, Inc., the managing member of Capital International Investments IV, LLC, the general partner of CGPE IV, LP; and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken.  The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

CGPE IV, LP

By: CAPITAL INTERNATIONAL

INVESTMENTS IV, LLC,

its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Mark Brubaker       

Name:  Mark Brubaker

Title:    Senior Vice President

Exhibit B-5

 

The undersigned states that he has duly executed the foregoing Application, dated April 9, 2010, 2010, for and on behalf of Capital International, Inc., the managing member of Capital International Investments V, LLC, the general partner of CGPE V, LP; that he is the Senior Vice President of Capital International, Inc., the managing member of Capital International Investments V, LLC, the general partner of CGPE V, LP; and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken.  The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

CGPE V, LP

By: CAPITAL INTERNATIONAL

INVESTMENTS V, LLC,

its general partner

By: CAPITAL INTERNATIONAL, INC., the Managing Member

By:       /s/ Mark Brubaker       

Name:  Mark Brubaker

Title:    Senior Vice President