September 12, 2006

Mr. Robert W. Cook, Esq.
Cleary Gottlieb Steen & Hamilton LLP
2000 Pennsylvania Avenue, N.W.
Washington, DC 20006-1801

Dear Mr. Cook:

Based on the facts and representations set forth in your letter, dated September 12, 2006, the Commission finds that it is appropriate in the public interest and consistent with the protection of investors to grant, and hereby grants, to the U.S. broker-dealer affiliates of Citigroup Global Markets Limited and Goldman Sachs International and to such other U.S. broker-dealers that may participate in the proposed global offering (the "Global Offering") of common units (the "Units") of Doughty Hanson & Co Investments L.P. Incorporated (the "PCV") a limited exemption pursuant to Section 36 of the Securities Exchange Act of 1934 ("Exchange Act") from the prohibitions on arranging for the extension of credit contained in Section 11(d)(1) of the Exchange Act,¹ subject to the following conditions:

1. Prior to the Global Offering, the PCV will not own any assets;
    
2. The initial sale of the Units in the United States will be made only to investors that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933;
    
3. The following transfer restrictions will apply with respect to initial U.S. purchasers of the Units: (A) each such purchaser will agree in an investor letter to be executed at the time of investing that (i) it will only resell its Units outside the United States to persons reasonably believed to be non-U.S. persons, and (ii) in the event that it does transfer its Units, it will confirm to the PCV that it is doing so in compliance with the foregoing restrictions; and (B) the organizational documents of the PCV contain provisions designed to permit the PCV to enforce the foregoing transfer restrictions, including by voiding transfers in violation of these restrictions and causing the resale of Units acquired in such transfers; and
    
4. The Units will not be listed or quoted on any national securities exchange or automated inter-dealer quotation system in the United States.

The foregoing exemption from Exchange Act Section 11(d)(1) is based solely on your representations and the facts presented. It is strictly limited to the application of that section to transactions involving Units under the circumstances described above and in your letter. In the event that any material change occurs with respect to any of those facts, representations, or circumstances, such transactions should be discontinued, pending presentation of the facts for our consideration. The staff expresses no view with respect to any other questions the proposed transactions may raise, including, but not limited to, the applicability of other federal and state laws or rules of any self-regulatory organization to the proposed Global Offering.²

You request, under 17 C.F.R. Section 200.81(b), that your letter and the staff's response be accorded confidential treatment for 60 days following the date of our response or until such earlier date on which the proposed Offer is first made public. Because we believe that your request for confidential treatment is reasonable and appropriate, we grant it.

Endnotes

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¹ This limited exemption from the arranging prohibitions contained in Section 11(d)(1) applies solely to the staged investment structure of the Global Offering, and not to any other extension or maintenance of credit, or any other arranging for the extension or maintenance of credit, on the Units by a U.S. broker-dealer.

² In particular, we note that the staff of the Division of Investment Management takes no position with respect to your conclusion that the PCV is not an investment company in reliance on Section 3(c)(7) of the Investment Company Act of 1940.

³ 17 C.F.R § 200.30-3(a)(62).

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/marketreg/mr-noaction/doughty091206.htm