[Federal Register Volume 87, Number 57 (Thursday, March 24, 2022)]
[Notices]
[Pages 16784-16794]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-06203]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34535; File No. 812-15259]


BlackRock Capital Investment Corporation, et al.

March 18, 2022.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of application for an order under sections 17(d) and 57(i) 
of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 
under the Act to permit certain joint transactions otherwise prohibited 
by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.

Summary of Application:  Applicants request an order (``Order'') to 
permit certain business development companies (``BDCs'') and closed-end 
management investment companies to co-invest in portfolio companies 
with each other and with affiliated investment entities.

Applicants:  BlackRock Capital Investment Corporation (``BCIC''), 
BlackRock Credit Strategies Fund (``BCSF''), BlackRock Direct Lending 
Corp. (``BDLC''), BlackRock Private Credit Fund (``BPCF''), BlackRock 
Private Investments Fund (``BPIF''), BPIF Subsidiary, LLC, BlackRock 
Capital Investment Advisors, LLC (``BlackRock Capital Advisor''), 
BlackRock Advisors, LLC (``BAL''), Middle Market Senior Fund, L.P., 
1824 Private Equity Feeder, L.P., 1824 Private Equity Fund, L.P., 1885 
Private Opportunities Fund, L.P., ABR PEP I, Ltd., ABR PEP II, Ltd., 
APO Global Healthcare Cayman, Ltd., APO Global Healthcare HOLDCO SCSP, 
BEL45 Private Opportunities Fund, L.P., BlackRock 2019 Evergreen 
Private Opportunities Feeder SCSP, BlackRock 2019 Evergreen Private 
Opportunities Master SCSP, BlackRock APO Global Healthcare Private 
Equity Fund, S.C.A. SICAV-RAIF, BlackRock ASF Private Opportunities 
Fund, L.P., BlackRock Diversified Private Debt USPC Holdings LP, 
BlackRock Diversified Private Opportunities Fund, L.P., BlackRock 
Diversified Private Opportunities Fund II, L.P., BlackRock ERI Private 
Opportunities Feeder SCSP, BlackRock ERI Private Opportunities Master 
SCSP, BlackRock Gemini II Private Opportunities Fund, LP, BlackRock 
Gemini Private Opportunities Fund, L.P., BlackRock Growth Equity Fund 
Aggregator LP, BlackRock Growth Equity Fund LP, BlackRock Growth Equity 
Fund (LUX) SCSP, BlackRock Growth Equity Fund Holdings (LUX) SCSP, 
BlackRock GSA Private Opportunities Feeder Fund, L.P., BlackRock GSA 
Private Opportunities Fund, L.P., BlackRock HAJAR Feeder Fund, L.P., 
BlackRock HAJAR Fund, L.P., BlackRock Healthcare Opportunities Fund 
(Delaware), L.P., BlackRock Healthcare Opportunities Fund, L.P., 
BlackRock Heartland Private Opportunities Fund, L.P., BlackRock 
Inverwood Private Opportunities Fund, L.P, BlackRock JI Private Equity 
Solutions, L.P., BlackRock McKinney Opportunities Fund Cayman, Ltd., 
BlackRock MD POF Cayman, Ltd., BlackRock MD Private Opportunities 
Feeder Fund, L.P., BlackRock MD Private Opportunities Fund, L.P., 
BlackRock MSV Private Opportunities Fund, L.P., BlackRock Private 
Equity Co-Investments 2021 Aggregator LP, BlackRock Private Equity Co-
Investments 2021 LP, BlackRock Private Equity Co-Investments 2021 (LUX) 
SCSP, BlackRock Private Equity Co-Investments 2021 Holdings (LUX) SCSP, 
BlackRock Private Equity Impact Capital 60-40 LP, BlackRock Private 
Equity Impact Capital 60-40 (LUX) SCSP, BlackRock Private Equity Impact 
Capital 100 LP, BlackRock Private Equity Impact Capital 100 (LUX) SCSP, 
BlackRock Private Equity Impact Capital Aggregator LP, BlackRock 
Private Equity Impact Capital Holdings (LUX) SCSP, BlackRock Private 
Equity Primaries 2021 Aggregator LP, BlackRock Private Equity Primaries 
2021 Holdings (Cayman) LP, BlackRock Private Equity Primaries 2021 LP, 
BlackRock Private Equity Primaries 2021 (LUX) SCSP, BlackRock Private 
Opportunities Fund IV (Cayman), L.P., BlackRock Private Opportunities 
Fund IV (Employees),

[[Page 16785]]

L.P., BlackRock Private Opportunities Fund IV Feeder SCSP, BlackRock 
Private Opportunities Fund IV Master SCSP, BlackRock Private 
Opportunities Fund IV, L.P., BlackRock Secondaries & Liquidity 
Solutions--B Intermediary (Cayman) LP, BlackRock Secondaries & 
Liquidity Solutions--B LP, BlackRock Secondaries & Liquidity 
Solutions--C LP, BlackRock Secondaries & Liquidity Solutions (LUX) 
SCSP, BlackRock Secondaries & Liquidity Solutions Holdings (LUX) SCSP, 
BlackRock Secondaries & Liquidity Solutions LP, BlackRock Secondaries & 
Liquidity Solutions Subsidiary SCSP, BLK2018 Core Private Equity Feeder 
Fund, L.P., BLK2018 Core Private Equity Fund, L.P., BLK2019 Private 
Opportunities Feeder Fund, L.P., BLK2019 Private Opportunities Fund, 
L.P., BLK2020 Private Opportunities Feeder Fund, L.P., BLK2020 Private 
Opportunities Fund, L.P., BLK2021 Core Private Equity Feeder Fund, 
L.P., BLK2021 Core Private Equity Fund, L.P., BLK2021 Private 
Opportunities Feeder Fund, L.P., BLK2021 Private Opportunities Fund, 
L.P., BR POF IV Cayman Master Fund, L.P., BR/ERB Co-Investment Fund II, 
L.P., BV PE Opportunities Cayman Master Fund, Ltd., BV PE Opportunities 
Feeder Fund SCSP, BV PE Opportunities Master Fund SCSP, Coin Private 
Opportunities, L.P., FM Global Cayman, Ltd., FM Global Investment 
Partners, L.P., Gildi Lifeyrissjodur (Gildi Pension Fund), Gildi 
Lifeyrissjodur II (Gildi Pension Fund), Heathrow Forest Opportunities 
Fund, L.P., High Cedar Direct Fund, L.P., High Cedar Feeder, L.P., High 
Cedar Master Cayman, Ltd., High Cedar Master, L.P., High Rock Direct 
Fund, L.P., High Rock Feeder, L.P., High Rock Master, L.P., High Street 
Feeder, L.P., High Street Fund, L.P., Lincoln Pension Private Equity 
BR, L.P., Markwood Co-Investment Fund 1, L.P., MB BlackRock Holdings 
SCSP, MedioBanca BlackRock Master Fund SCSP, Mountain Research Fund--
Private Equity, L.P., Mutual of Omaha of Cayman, Ltd., Mutual of Omaha 
Opportunities Fund, L.P., NDSIB Private Opportunities Fund, L.P., NMERB 
Sierra Blanca Fund, L.P., OV Private Opportunities, L.P., PEP ASGA 
Feeder L.P., PEP ASGA Master Cayman, Ltd., PEP ASGA Master L.P., PEP 
Tellco Investments 1 Cayman, Ltd., PEP Tellco Investments 1, L.P., PMH 
SPV Amber LP, PMH SPV Amber B LP, PMH SPV Basalt LP, PMH SPV Emerald 
LP, PMH SPV Garnet LP, PMH SPV Pearl LP, PMH SPV Pearl--B LP, PMH SPV 
Radar Holdings LP, PMH SPV Sapphire LP, Private Equity Opportunities 
ELTIF, Private Equity Partners VII (Delaware), L.P., Private Equity 
Partners VII (Scotland), L.P., Private Equity Partners VII Master 
Cayman, Ltd., Private Equity Partners VII Master L.P., Private Equity 
Partners VII US Cayman, Ltd., Private Equity Partners VII US, L.P., 
Private Market Holdings LP, Red River Direct Investment Fund III, L.P., 
Salam Private Opportunities Fund, L.P., Salam Private Opportunities 
Feeder, L.P., SC-BR Asia PE Feeder Fund, L.P., SC-BR Asia PE Fund, 
L.P., SONJ Private Opportunities Fund II, L.P., Sullivan Way POF 
Cayman, Ltd., Sullivan Way Private Opportunities Fund, L.P., Tango 
Capital Opportunities Fund, L.P., TFO Asia Private Opportunities Fund, 
L.P., The Lincoln National Life Insurance Company, Topanga 
Opportunities Fund Cayman, Ltd., Topanga Private Opportunities, L.P., 
Total Alternatives Fund--Private Equity LP, Total Alternatives Fund--
Private Equity (B) LP, TSCL Private Markets Feeder Fund, L.P., TSCL 
Private Markets Fund, L.P., VFL Co Invest Partners, L.P., BlackRock 
2019 Evergreen Private Opportunities Cayman Master Ltd., BlackRock 
Alternative Funds S.C.A., SICAV-RAIF--BlackRock Private Equity Impact 
Opportunities ELTIF, BlackRock Florida Cayman, L.P., BlackRock HMC GP, 
LLC, BlackRock McKinney Opportunities Fund, L.P., BlackRock POF V 
(GENPAR) LLC, BlackRock Private Equity Primaries 2021 (Cayman) LP, 
BlackRock Private Opportunities Fund V (LUX) SCSP. BlackRock Private 
Opportunities Fund V Aggregator LP, BlackRock Private Opportunities 
Fund V Holdings (LUX) SCSP, BlackRock Private Opportunities Fund V LP, 
BlackRock Secondaries & Liquidity Solutions--B SPV LP, BlackRock 
Secondaries & Liquidity Solutions Holdings II (LUX) SCSP, BlackRock 
Secondaries & Liquidity Solutions II--B LP, BlackRock Secondaries & 
Liquidity Solutions II--C LP, BlackRock Secondaries & Liquidity 
Solutions II (GENPAR) LLC, BlackRock Secondaries & Liquidity Solutions 
II (GENPAR) SARL, BlackRock Secondaries & Liquidity Solutions II (LUX) 
SCSP, BlackRock Secondaries & Liquidity Solutions II LP, BlackRock 
Secondaries & Liquidity Solutions Subsidiary II (LUX) SCSP, BLK TEEMO, 
L.P., BR Magnum Aggregator, Ltd., HMC Alpha Ventures Fund, L.P., NHRS 
Private Opportunities Fund, L.P., PEP TELLCO Investments 2, L.P., PMH 
Holdco II LP, PMH Holdco LP, PMH Newco II LLC, Private Equity Impact 
Opportunities Holdings SCSP, Private Market Holdings--C, LLC, Private 
Market Holdings II LLC, SLS II--C Holdco LP, SLS II--C Holdings LLC, 
SLS II--C Newco LLC, TSCL Private Markets Cayman Fund Ltd., BlackRock 
TCP Capital Corp. (``TCPC''), Special Value Continuation Partners LLC 
(``SVCP''), TCPC Funding I, LLC (``TCPC Funding''), TCPC Funding II, 
LLC (``TCPC Funding II''), TCPC SBIC, LP (``TCPC SBIC''), TCPC SBIC GP, 
LLC (``TCPC SBIC GP''), Tennenbaum Capital Partners, LLC (``TCP''), 
SVOF/MM, LLC (``SVOF/MM''), Tennenbaum Opportunities Partners V, LP, 
Tennenbaum Opportunities Fund V, LLC, Tennenbaum Heartland Co-Invest, 
LP, SEB DIP Investor, LP, Special Value Expansion Fund, LLC, Special 
Value Opportunities Fund, LLC, TCP Direct Lending Fund VIII-S, LLC, TCP 
Direct Lending Fund VIII-T, LLC, TCP DLF VIII 2018 CLO LLC, TCP 
Enhanced Yield Funding I, LLC, TCP Rainier, LLC, TCP Direct Lending 
Fund VIII, LLC, TCP Direct Lending Fund VIII-L, LLC, TCP Direct Lending 
Fund VIII-A, LLC, Tennenbaum Energy Opportunities Co., LLC, Tennenbaum 
Energy Opportunities Fund, LP, Tennenbaum Enhanced Yield Fund I, LLC, 
Tennenbaum Opportunities Fund VI, LLC, TCP Waterman Fund, LLC, 
Tennenbaum Senior Loan Fund III, LP, Tennenbaum Senior Loan Funding 
III, LLC, Tennenbaum Senior Loan Fund IV-A, LP, Tennenbaum Senior Loan 
Fund IV-B, LP, Tennenbaum Special Situations Fund IX, LLC, Tennenbaum 
Special Situations Fund IX-A, LLC, Tennenbaum Special Situations Fund 
IX-S, L.P., Tennenbaum Senior Loan Fund II, LP, Tennenbaum Senior Loan 
Fund V, LLC, Tennenbaum Enhanced Yield Operating I, LLC, TCP Waterman 
CLO, LLC, TCP Whitney CLO, LLC, TCP Whitney CLO, Ltd., Tennenbaum 
Senior Loan Operating III, LLC, Tennenbaum Senior Loan SPV IV-A, LLC, 
BlackRock Elbert CLO V Ltd., BlackRock DLF IX 2019 CLO, LLC, BlackRock 
DLF IX-G CLO, LLC, BlackRock DLF IX 2020-1 CLO, LLC, BlackRock Lisi 
Credit Fund, LP, Special Value Opportunities Feeder Fund, TCP CLO III, 
LLC, TCP Direct Lending Fund VIII MM, LLC, TCP Direct Lending Fund 
VIII-A MM, LLC, Tennenbaum DIP Opportunity Feeder, LP, Tennenbaum 
Energy Opportunities GP, LLC, Tennenbaum Enhanced Yield MM I, LLC, 
Tennenbaum Heartland GP, LLC, Tennenbaum Senior Loan GP III, LLC, 
Tennenbaum Senior Loan GP IV-A, LLC, Tennenbaum Senior Loan GP IV-B, 
LLC, Tennenbaum Senior Loan MM V, LLC, Tennenbaum SLF II GP, LLC, 
Tennenbaum Special Situations IX-S GP, LLC, Tennenbaum Special 
Situations MM IX, LLC, Tennenbaum Special Situations MM IX-A, LLC, 
Tennenbaum Waterman GP, LLC, Special Value Continuation Partners,

[[Page 16786]]

LP, ABR USPC Holdings I, Ltd., ABR USPC Holdings II, Ltd., BlackRock 
Baker CLO 2021-1, Ltd., BlackRock Baker CLO VIII, LLC, BlackRock Direct 
Lending Fund IX-U (Luxembourg) SCSP, BlackRock DLF IX CLO 2021-1, LLC, 
BlackRock DLF IX CLO 2021-2, LLC, BlackRock Rainier CLO VI, Ltd., 
BlackRock Shasta CLO VII, LLC, BlackRock Technology Credit 
Opportunities I, LP, BlackRock Technology Credit Opportunities I, Ltd., 
BlackRock Technology Credit Opportunities Non-US II Ltd., DLF IX-L 
Funding, LP, Loan Capital Direct LLC, Olympia Holdings I, Ltd., TCP DLF 
VIII-L Funding, LP, TCP DLF VIII-S Funding, LLC, TCP DLF VIII-T 
Funding, LLC, Middle Market Senior Master Fund S.[Agrave].R.L., 
Tennenbaum Special Situations IX-C, L.P., Tennenbaum Special Situations 
IX-O, L.P., TCP Direct Lending Fund VIII--L (Ireland), TCP Direct 
Lending Fund VIII--U (Ireland), BlackRock Direct Lending Fund IX-U 
(Ireland), and BlackRock Direct Lending Fund IX-L (Ireland) 
(collectively, the ``Applicants'').

Filing Dates:  The application was filed on August 25, 2021, and 
amended on March 17, 2022.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by emailing the Commission's 
Secretary at <a href="/cdn-cgi/l/email-protection#cf9caaacbdaabbaebdb6bce280a9a9a6acaa8fbcaaace1a8a0b9"><span class="__cf_email__" data-cfemail="0556606677607164777c76284a63636c6660457660662b626a73">[email protected]</span></a> and serving Applicants with a 
copy of the request by email, if an email address is listed for the 
relevant Applicant below, or personally or by mail, if a physical 
address is listed for the relevant Applicant below. Hearing requests 
should be received by the Commission by 5:30 p.m. on April 13, 2022, 
and should be accompanied by proof of service on Applicants, in the 
form of an affidavit or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by writing to the Commission's Secretary at 
<a href="/cdn-cgi/l/email-protection#6330060011061702111a104e2c05050a0006231006004d040c15"><span class="__cf_email__" data-cfemail="5407313726312035262d27791b32323d3731142731377a333b22">[email protected]</span></a>.

ADDRESSES:  The Commission: <a href="/cdn-cgi/l/email-protection#31625452435445504348421c7e5757585254714254521f565e47"><span class="__cf_email__" data-cfemail="c192a4a2b3a4b5a0b3b8b2ec8ea7a7a8a2a481b2a4a2efa6aeb7">[email protected]</span></a>. Applicants: 
<a href="/cdn-cgi/l/email-protection#2265504d575260616b636e715752524d505662404e434149504d41490c414d4f"><span class="__cf_email__" data-cfemail="86c1f4e9f3f6c4c5cfc7cad5f3f6f6e9f4f2c6e4eae7e5edf4e9e5eda8e5e9eb">[email protected]</span></a>.

FOR FURTHER INFORMATION CONTACT:  Jean E. Minarick, Senior Counsel, or 
Terri Jordan, Branch Chief, at (202) 551-6825 (Division of Investment 
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal 
analysis, and conditions, please refer to Applicants' first amended and 
restated application, dated March 17, 2022, which may be obtained via 
the Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field, 
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at 
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You 
may also call the SEC's Public Reference Room at (202) 551-8090.

Introduction

    1. The Applicants request an Order of the Commission under sections 
17(d) and 57(i) of the Act and rule 17d-1 thereunder to permit, subject 
to the terms and conditions set forth in the application (the 
``Conditions''), a Regulated Fund \1\ and one or more other Regulated 
Funds and/or one or more Affiliated Funds \2\ to enter into Co-
Investment Transactions with each other. ``Co-Investment Transaction'' 
means any transaction in which a Regulated Fund (or its Wholly-Owned 
Investment Sub (as defined below)) participated together with one or 
more Affiliated Funds and/or one or more other Regulated Funds in 
reliance on the Order. ``Potential Co-Investment Transaction'' means 
any investment opportunity in which a Regulated Fund (or its Wholly-
Owned Investment Sub) could not participate together with one or more 
Affiliated Funds and/or one or more other Regulated Funds without 
obtaining and relying on the Order.\3\
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    \1\ ``Regulated Funds'' means BCIC, BCSF, BDLC, BPCF, BPIF, 
TCPC, the Future Regulated Funds and the BDC Downstream Funds. 
``Future Regulated Fund'' means a closed-end management investment 
company (a) that is registered under the Act or has elected to be 
regulated as a BDC, (b) whose investment adviser or sub-adviser is 
an Adviser, and (c) that intends to participate in the proposed co-
investment program (the ``Co-Investment Program'').
    ``Adviser'' means BlackRock Capital Advisor, TCP and SVOF/MM and 
any Future Adviser. The term Adviser does not include BAL or any 
other investment adviser to an Affiliated Fund or a Regulated Fund 
whose sub-adviser is an Adviser (a ``Sub-Advised Fund''), except 
that such investment adviser is deemed to be an Adviser for purposes 
of Conditions 2(c)(iv), 13 and 14 only. BAL and any investment 
adviser to a Sub-Advised Fund will not be the source of any 
Potential Co-Investment Transactions under the Order.
     ``Future Adviser'' means any future investment adviser that (i) 
is controlled by BlackRock Capital Advisor, (ii) (a) is registered 
as an investment adviser under the Advisers Act (as defined below) 
or (b) is a relying adviser of an investment adviser that is 
registered under the Advisers Act and that is controlled by 
BlackRock Capital Advisor, and (iii) is not a Regulated Fund or a 
subsidiary of a Regulated Fund.
    \2\ ``Affiliated Fund'' means any Existing Affiliated Fund 
(identified in Appendix A to the application) or any entity (a) 
whose investment adviser or sub-adviser is an Adviser, (b) that 
either (x) would be an investment company but for section 3(c)(1), 
3(c)(5)(C) or 3(c)(7) of the Act or (y) relies on the rule 3a-7 
exemption from investment company status, (c) that is not a BDC 
Downstream Fund (as defined below), and (d) that intends to 
participate in the Co-Investment Program; provided that an entity 
sub-advised by an Adviser is not included in this term if: (i) Such 
Adviser serving as sub-adviser does not control the entity, and (ii) 
the primary investment adviser is not an Adviser. Applicants 
represent that no Existing Affiliated Fund is a BDC Downstream Fund.
    ``BDC Downstream Fund'' means, with respect to any Regulated 
Fund that is a BDC, an entity (i) that the BDC directly or 
indirectly controls, (ii) that is not controlled by any person other 
than the BDC (except a person that indirectly controls the entity 
solely because it controls the BDC), (iii) that would be an 
investment company but for section 3(c)(1) or 3(c)(7) of the Act, 
(iv) whose investment adviser or sub-adviser is an Adviser, (v) that 
is not a Wholly-Owned Investment Sub and (vi) that intends to 
participate in the Co-Investment Program.
    \3\ All existing entities that currently intend to rely on the 
Order have been named as Applicants and any existing or future 
entities that may rely on the Order in the future will comply with 
its terms and Conditions set forth in the application. No Regulated 
Fund or Affiliated Fund that relies on this Order will rely on any 
other order of the Commission authorizing co-investment transactions 
pursuant to sections 17(d) and 57(i) of the Act and not entity that 
relies on another such order of the Commission will rely on this 
Order.
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    2. The Order sought by the application would supersede the Prior 
Order (as defined below) issued by the Commission to BlackRock Capital 
Investment Corporation, et al. on June 20, 2019 \4\ under sections 
17(d) and 57(i) of the Act and rule 17d-1 under the Act, with the 
result that no person will continue to rely on the Prior Order if the 
Order is granted.
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    \4\ BlackRock Capital Investment Corporation, et al., Investment 
Company Act Release Nos. 33480 (May 21, 2019) (notice) and 33515 
(June 20, 2019) (order) (``Prior Order'').
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Applicants

    3. BCIC is a Delaware corporation organized as a closed-end 
management investment company that has elected to be regulated as a BDC 
under the Act.\5\ BCIC is managed by a Board \6\ currently

[[Page 16787]]

comprised of seven persons, six of whom are Independent Directors.\7\
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    \5\ Section 2(a)(48) defines a BDC to be any closed-end 
investment company that operates for the purpose of making 
investments in securities described in section 55(a)(1) through 
55(a)(3) and makes available significant managerial assistance with 
respect to the issuers of such securities.
    \6\ ``Board'' means (i) with respect to a Regulated Fund other 
than a BDC Downstream Fund, the board of directors (or the 
equivalent) of the Regulated Fund and (ii) with respect to a BDC 
Downstream Fund, the Independent Party of the BDC Downstream Fund.
    ``Independent Party'' means, with respect to a BDC Downstream 
Fund, (i) if the BDC Downstream Fund has a board of directors (or 
the equivalent), the board or (ii) if the BDC Downstream Fund does 
not have a board of directors (or the equivalent), a transaction 
committee or advisory committee of the BDC Downstream Fund.
    \7\ ``Independent Director'' means a director or trustee of the 
Board of any relevant entity who is not an ``interested person'' as 
defined in section 2(a)(19) of the Act. No Independent Director of a 
Regulated Fund (including any non-interested member of an 
Independent Party) will have a financial interest in any Co-
Investment Transaction, other than indirectly through share 
ownership in one of the Regulated Funds.
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    4. BCSF, a Delaware statutory trust, is registered as a non-
diversified, closed-end management investment company under the Act. 
BCSF is managed by a Board, a majority of which are Independent 
Directors.
    5. BDLC is a closed-end management investment company incorporated 
in Delaware that has elected to be regulated as a BDC under the Act. 
BDLC is managed by a five member board of directors, three of whom are 
Independent Directors.
    6. BPCF is a Delaware statutory trust organized as a closed-end 
management investment company that intends to elect to be regulated as 
a BDC under the Act. BPCF currently is managed by its sole originating 
trustee.
    7. BPIF, a Delaware statutory trust, is registered as a non-
diversified, closed-end management investment company under the Act. 
BPIF is managed by a Board of trustees, a majority of which are 
Independent Directors.
    8. TCPC is a BDC incorporated in Delaware and its common stock is 
traded on The NASDAQ Global Select Market. TCPC's business and affairs 
are managed under the direction of its Board. TCPC has an eight-member 
Board, six of whom are Independent Directors.
    9. SVCP is a limited liability company under the laws of the State 
of Delaware. SVCP is a wholly-owned subsidiary of TCPC.
    10. TCPC Funding and TCP Funding II are limited liability companies 
under the laws of the State of Delaware and are wholly-owned 
subsidiaries of TCPC.
    10. TCPC SBIC is a limited partnership under the laws of the state 
of Delaware. SVCP directly owns a 100% limited partnership interest in 
TCPC SBIC. TCPC SBIC will not be registered under the Act based on the 
exclusion from the definition of investment company contained in 
section 3(c)(7). TCPC SBIC is a wholly-owned subsidiary that is 
licensed by the Small Business Administration (the ``SBA'') to operate 
under the Small Business Investment Act of 1958 (the ``SBA Act'') as a 
small business investment company (such a subsidiary, an ``SBIC 
Subsidiary'').
    12. TCPC SBIC GP is a limited liability company under the laws of 
the state of Delaware, and is a wholly-owned subsidiary of SVCP, which 
is the sole member of the TCPC SBIC GP. TCPC SBIC GP is the sole 
general partner of TCPC SBIC.
    13. TCPC effectively controls TCPC SBIC because TCPC SBIC GP is a 
wholly-owned subsidiary of SVCP.
    14. BlackRock Capital Advisor is an indirect wholly-owned 
subsidiary of BlackRock, Inc., which is a New York based global 
investment management firm. BlackRock Capital Advisor is a Delaware 
limited liability company and an investment adviser that is registered 
with the Commission under the Investment Advisers Act of 1940, as 
amended (the ``Advisers Act''). BlackRock Capital Advisor serves as the 
investment adviser to BCIC and BDLC and sub-adviser to BCSF and BPIF.
    15. BAL is a Delaware limited liability company that is registered 
with the Commission as an investment adviser under the Advisers Act. 
BAL serves as the investment adviser to BCSF and BPIF and may serve as 
the investment adviser to Future Regulated Funds and future Affiliated 
Funds that are sub-advised by an Adviser. BAL is an indirect wholly-
owned subsidiary of BlackRock, Inc.
    16. TCP is a wholly-owned subsidiary of BlackRock Capital Advisor. 
TCP, a Delaware limited liability company registered under the Advisers 
Act, serves as the investment adviser to TCPC, TCPC SBIC and certain 
Existing Affiliated Funds.
    17. SVOF/MM is a controlled subsidiary of TCP. SVOF/MM is an 
investment adviser registered under the Advisers Act. Certain classes 
and series of SVOF/MM also serve as managing member, sub-adviser and/or 
investment adviser to certain Existing Affiliated Funds.
    18. The Existing Affiliated Funds are the investment funds 
identified in Appendix A to the application. Applicants represent that 
each Existing Affiliated Fund is a separate and distinct legal entity 
and would be an investment company but for section 3(c)(1) or 3(c)(7) 
of the Act. TCP is the investment adviser to 54 of the Existing 
Affiliated Funds. Series I of SVOF/MM is the investment adviser to 3 of 
the Existing Affiliated Funds and BlackRock Capital Advisor is the 
investment adviser or sub-adviser to 197 of the Existing Affiliated 
Funds. Series I of SVOF/MM also serves as sub-adviser to one Existing 
Affiliated Fund of which TCP is the investment adviser.
    19. Applicants state that a Regulated Fund may, from time to time, 
form one or more Wholly-Owned Investment Subs.\8\ Such a subsidiary may 
be prohibited from investing in a Co-Investment Transaction with a 
Regulated Fund (other than its parent) or any Affiliated Fund because 
it would be a company controlled by its parent Regulated Fund for 
purposes of section 57(a)(4) and rule 17d-1. Applicants request that 
each Wholly-Owned Investment Sub be permitted to participate in Co-
Investment Transactions in lieu of the Regulated Fund that owns it and 
that the Wholly-Owned Investment Sub's participation in any such 
transaction be treated, for purposes of the Order, as though the parent 
Regulated Fund were participating directly.
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    \8\ ``Wholly-Owned Investment Sub'' means an entity (i) that is 
wholly-owned by a Regulated Fund (with such Regulated Fund at all 
times holding, beneficially and of record, directly or indirectly, 
100% of the voting and economic interests); (ii) whose sole business 
purpose is to hold one or more investments on behalf of such 
Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a 
license under the SBA Act and issue debentures guaranteed by the 
SBA); (iii) with respect to which such Regulated Fund's Board has 
the sole authority to make all determinations with respect to the 
entity's participation under the Conditions; and (iv) that would be 
an investment company but for section 3(c)(1) or 3(c)(7) of the Act.
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Applicants' Representations

A. Allocation Process

    20. Applicants represent that the Advisers have established 
processes for ensuring compliance with the Prior Order and for 
allocating initial investment opportunities, opportunities for 
subsequent investments in an issuer and dispositions of securities 
holdings reasonably designed to treat all clients fairly and equitably. 
Further, Applicants represent that these processes will be extended and 
modified in a manner reasonably designed to ensure that the additional 
transactions permitted under the Order will both (i) be fair and 
equitable to the Regulated Funds and the Affiliated Funds and (ii) 
comply with the Conditions.
    21. Specifically, Applicants state that the Advisers are organized 
and managed such that the individual portfolio managers, as well as the 
teams and committees of portfolio managers, analysts and senior 
management (``Investment Teams'' and ``Investment Committees''), 
responsible for evaluating investment opportunities and making 
investment decisions on behalf of clients are promptly notified of the 
opportunities. If the Order is granted, the Advisers will establish, 
maintain and implement policies and procedures reasonably designed to 
ensure that, when such opportunities arise, the Advisers to the 
relevant Regulated

[[Page 16788]]

Funds are promptly notified and receive the same information about the 
opportunity as any other Advisers considering the opportunity for their 
clients. The Advisers will undertake to perform these duties regardless 
of whether the Advisers serve as investment adviser or sub-adviser to 
the Regulated Fund or Affiliated Funds. In particular, consistent with 
Condition 1, if a Potential Co-Investment Transaction falls within the 
then-current Objectives and Strategies \9\ and any Board-Established 
Criteria \10\ of a Regulated Fund, the policies and procedures will 
require that the relevant portfolio managers, Investment Teams and/or 
Investment Committees responsible for that Regulated Fund receive 
sufficient information to allow the Regulated Fund's Adviser to make 
its independent determination and recommendations under the Conditions.
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    \9\ ``Objectives and Strategies'' means (i) with respect to any 
Regulated Fund other than a BDC Downstream Fund, its investment 
objectives and strategies, as described in its most current 
registration statement on Form N-2, other current filings with the 
Commission under the Securities Act of 1933 (the ``Securities Act'') 
or under the Securities Exchange Act of 1934, as amended, and its 
most current report to stockholders, and (ii) with respect to any 
BDC Downstream Fund, those investment objectives and strategies 
described in its disclosure documents (including private placement 
memoranda and reports to equity holders) and organizational 
documents (including operating agreements).
    \10\ ``Board-Established Criteria'' means criteria that the 
Board of a Regulated Fund may establish from time to time to 
describe the characteristics of Potential Co-Investment Transactions 
regarding which the Adviser to the Regulated Fund should be notified 
under Condition 1. The Board-Established Criteria will be consistent 
with the Regulated Fund's Objectives and Strategies. If no Board-
Established Criteria are in effect, then the Regulated Fund's 
Adviser will be notified of all Potential Co-Investment Transactions 
that fall within the Regulated Fund's then-current Objectives and 
Strategies. Board-Established Criteria will be objective and 
testable, meaning that they will be based on observable information, 
such as industry/sector of the issuer, minimum EBITDA of the issuer, 
asset class of the investment opportunity or required commitment 
size, and not on characteristics that involve a discretionary 
assessment. The Adviser to the Regulated Fund may from time to time 
recommend criteria for the Board's consideration, but Board-
Established Criteria will only become effective if approved by a 
majority of the Independent Directors. The Independent Directors of 
a Regulated Fund may at any time rescind, suspend or qualify their 
approval of any Board-Established Criteria, though Applicants 
anticipate that, under normal circumstances, the Board would not 
modify these criteria more often than quarterly.
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    22. The Adviser to each applicable Regulated Fund will then make an 
independent determination of the appropriateness of the investment for 
the Regulated Fund in light of the Regulated Fund's then-current 
circumstances. If the Adviser to a Regulated Fund deems the Regulated 
Fund's participation in such Potential Co-Investment Transaction to be 
appropriate, then it will formulate a recommendation regarding the 
proposed order amount for the Regulated Fund.
    23. Applicants state that, for each Regulated Fund and Affiliated 
Fund whose Adviser recommends participating in a Potential Co-
Investment Transaction, the Adviser will formulate a proposed order 
amount. Prior to the External Submission (as defined below), each 
proposed order amount may be reviewed and adjusted, in accordance with 
the Advisers' written allocation policies and procedures, by an 
allocation committee for the area in question (e.g., credit, private 
equity, real estate) on which senior management, legal and compliance 
personnel from that area participate or, in the case of issues 
involving multiple areas, an Adviser-wide allocation committee on which 
senior management, legal and compliance personnel for the Advisers 
participate.\11\ The order of a Regulated Fund or Affiliated Fund 
resulting from this process is referred to as its ``Internal Order''. 
The Internal Order will be submitted for approval by the Required 
Majority of any participating Regulated Funds in accordance with the 
Conditions.\12\
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    \11\ The reason for any such adjustment to a proposed order 
amount will be documented in writing and preserved in the records of 
the Advisers.
    \12\ ``Required Majority'' means a required majority, as defined 
in section 57(o) of the Act. In the case of a Regulated Fund that is 
a registered closed-end fund, the Board members that make up the 
Required Majority will be determined as if the Regulated Fund were a 
BDC subject to section 57(o). In the case of a BDC Downstream Fund 
with a board of directors (or the equivalent), the members that make 
up the Required Majority will be determined as if the BDC Downstream 
Fund were a BDC subject to section 57(o). In the case of a BDC 
Downstream Fund with a transaction committee or advisory committee, 
the committee members that make up the Required Majority will be 
determined as if the BDC Downstream Fund were a BDC subject to 
section 57(o) and as if the committee members were directors of the 
fund.
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    24. If the aggregate Internal Orders for a Potential Co-Investment 
Transaction do not exceed the size of the investment opportunity 
immediately prior to the submission of the orders to the underwriter, 
broker, dealer or issuer, as applicable (the ``External Submission''), 
then each Internal Order will be fulfilled as placed. If, on the other 
hand, the aggregate Internal Orders for a Potential Co-Investment 
Transaction exceed the size of the investment opportunity immediately 
prior to the External Submission, then the allocation of the 
opportunity will be made pro rata on the basis of the size of the 
Internal Orders.\13\ If, subsequent to such External Submission, the 
size of the opportunity is increased or decreased, or if the terms of 
such opportunity, or the facts and circumstances applicable to the 
Regulated Funds' or the Affiliated Funds' consideration of the 
opportunity, change, the participants will be permitted to submit 
revised Internal Orders in accordance with written allocation policies 
and procedures that the Advisers will establish, implement and 
maintain.\14\
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    \13\ The Advisers will maintain records of all proposed order 
amounts, Internal Orders and External Submissions in conjunction 
with Potential Co-Investment Transactions. Each applicable Adviser 
will provide the Eligible Directors with information concerning the 
Affiliated Funds' and Regulated Funds' order sizes to assist the 
Eligible Directors with their review of the applicable Regulated 
Fund's investments for compliance with the Conditions.
    ``Eligible Directors'' means, with respect to a Regulated Fund 
and a Potential Co-Investment Transaction, the members of the 
Regulated Fund's Board eligible to vote on that Potential Co-
Investment Transaction under section 57(o) of the Act (treating any 
registered investment company or series thereof as a BDC for this 
purpose).
    \14\ The Board of the Regulated Fund will then either approve or 
disapprove of the investment opportunity in accordance with 
Condition 2, 6, 7, 8 or 9, as applicable.
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B. Follow-On Investments

    25. Applicants state that from time to time the Regulated Funds and 
Affiliated Funds may have opportunities to make Follow-On Investments 
\15\ in an issuer in which a Regulated Fund and one or more other 
Regulated Funds and/or Affiliated Funds previously have invested.
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    \15\ ``Follow-On Investment'' means (i) with respect to a 
Regulated Fund, an additional investment in the same issuer in which 
the Regulated Fund is currently invested; or (ii) with respect to an 
Affiliated Fund (x) an additional investment in the same issuer in 
which the Affiliated Fund and at least one Regulated Fund are 
currently invested; or (y) an investment in an issuer in which at 
least one Regulated Fund is currently invested but in which the 
Affiliated Fund does not currently have an investment. An investment 
in an issuer includes, but is not limited to, the exercise of 
warrants, conversion privileges or other rights to purchase 
securities of the issuer.
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    26. Applicants propose that Follow-On Investments would be divided 
into two categories depending on whether the prior investment was a Co-
Investment Transaction or a Pre-Boarding Investment.\16\ If the 
Regulated Funds and Affiliated Funds had

[[Page 16789]]

previously participated in a Co-Investment Transaction with respect to 
the issuer, then the terms and approval of the Follow-On Investment 
would be subject to the Standard Review Follow-Ons described in 
Condition 8. If the Regulated Funds and Affiliated Funds have not 
previously participated in a Co-Investment Transaction with respect to 
the issuer but hold a Pre-Boarding Investment, then the terms and 
approval of the Follow-On Investment would be subject to the Enhanced-
Review Follow-Ons described in Condition 9. All Enhanced Review Follow-
Ons require the approval of the Required Majority. For a given issuer, 
the participating Regulated Funds and Affiliated Funds would need to 
comply with the requirements of Enhanced-Review Follow-Ons only for the 
first Co-Investment Transaction. Subsequent Co-Investment Transactions 
with respect to the issuer would be governed by the requirements of 
Standard Review Follow-Ons.
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    \16\ ``Pre-Boarding Investments'' are investments in an issuer 
held by a Regulated Fund as well as one or more Affiliated Funds 
and/or one or more other Regulated Funds that were acquired prior to 
participating in any Co-Investment Transaction: (i) In transactions 
in which the only term negotiated by or on behalf of such funds was 
price in reliance on one of the JT No-Action Letters; or (ii) in 
transactions occurring at least 90 days apart and without 
coordination between the Regulated Fund and any Affiliated Fund or 
other Regulated Fund.
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    27. A Regulated Fund would be permitted to invest in Standard 
Review Follow-Ons either with the approval of the Required Majority 
under Condition 8(c) or without Board approval under Condition 8(b) if 
it is (i) a Pro Rata Follow-On Investment \17\ or (ii) a Non-Negotiated 
Follow-On Investment.\18\ Applicants believe that these Pro Rata and 
Non-Negotiated Follow-On Investments do not present a significant 
opportunity for overreaching on the part of any Adviser and thus do not 
warrant the time or the attention of the Board. Pro Rata Follow-On 
Investments and Non-Negotiated Follow-On Investments remain subject to 
the Board's periodic review in accordance with Condition 10.
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    \17\ A ``Pro Rata Follow-On Investment'' is a Follow-On 
Investment (i) in which the participation of each Affiliated Fund 
and each Regulated Fund is proportionate to its outstanding 
investments in the issuer or security, as appropriate, immediately 
preceding the Follow-On Investment, and (ii) in the case of a 
Regulated Fund, a majority of the Board has approved the Regulated 
Fund's participation in the pro rata Follow-On Investments as being 
in the best interests of the Regulated Fund. The Regulated Fund's 
Board may refuse to approve, or at any time rescind, suspend or 
qualify, its approval of Pro Rata Follow-On Investments, in which 
case all subsequent Follow-On Investments will be submitted to the 
Regulated Fund's Eligible Directors in accordance with Condition 
8(c).
    \18\ A ``Non-Negotiated Follow-On Investment'' is a Follow-On 
Investment in which a Regulated Fund participates together with one 
or more Affiliated Funds and/or one or more other Regulated Funds 
(i) in which the only term negotiated by or on behalf of the funds 
is price and (ii) with respect to which, if the transaction were 
considered on its own, the funds would be entitled to rely on one of 
the JT No-Action Letters.
    ``JT No-Action Letters'' means SMC Capital, Inc., SEC No-Action 
Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life 
Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).
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C. Dispositions

    28. Applicants propose that Dispositions \19\ would be divided into 
two categories. If the Regulated Funds and Affiliated Funds holding 
investments in the issuer had previously participated in a Co-
Investment Transaction with respect to the issuer, then the terms and 
approval of the Disposition would be subject to the Standard Review 
Dispositions described in Condition 6. If the Regulated Funds and 
Affiliated Funds have not previously participated in a Co-Investment 
Transaction with respect to the issuer but hold a Pre-Boarding 
Investment, then the terms and approval of the Disposition would be 
subject to the Enhanced Review Dispositions described in Condition 7. 
Subsequent Dispositions with respect to the same issuer would be 
governed by Condition 6 under the Standard Review Dispositions.\20\
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    \19\ ``Disposition'' means the sale, exchange or other 
disposition of an interest in a security of an issuer.
    \20\ However, with respect to an issuer, if a Regulated Fund's 
first Co-Investment Transaction is an Enhanced Review Disposition, 
and the Regulated Fund does not dispose of its entire position in 
the Enhanced Review Disposition, then before such Regulated Fund may 
complete its first Standard Review Follow-On in such issuer, the 
Eligible Directors must review the proposed Follow-On Investment not 
only on a stand-alone basis but also in relation to the total 
economic exposure in such issuer (i.e., in combination with the 
portion of the Pre-Boarding Investment not disposed of in the 
Enhanced Review Disposition), and the other terms of the 
investments. This additional review would be required because such 
findings would not have been required in connection with the prior 
Enhanced Review Disposition, but they would have been required had 
the first Co-Investment Transaction been an Enhanced Review Follow-
On.
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    29. A Regulated Fund may participate in a Standard Review 
Disposition either with the approval of the Required Majority under 
Condition 6(d) or without Board approval under Condition 6(c) if (i) 
the Disposition is a Pro Rata Disposition \21\ or (ii) the securities 
are Tradable Securities \22\ and the Disposition meets the other 
requirements of Condition 6(c)(ii). Pro Rata Dispositions and 
Dispositions of a Tradable Security remain subject to the Board's 
periodic review in accordance with Condition 10.
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    \21\ A ``Pro Rata Disposition'' is a Disposition (i) in which 
the participation of each Affiliated Fund and each Regulated Fund is 
proportionate to its outstanding investment in the security subject 
to Disposition immediately preceding the Disposition; and (ii) in 
the case of a Regulated Fund, a majority of the Board has approved 
the Regulated Fund's participation in pro rata Dispositions as being 
in the best interests of the Regulated Fund. The Regulated Fund's 
Board may refuse to approve, or at any time rescind, suspend or 
qualify, its approval of Pro Rata Dispositions, in which case all 
subsequent Dispositions will be submitted to the Regulated Fund's 
Eligible Directors.
    \22\ ``Tradable Security'' means a security that meets the 
following criteria at the time of Disposition: (i) It trades on a 
national securities exchange or designated offshore securities 
market as defined in rule 902(b) under the Securities Act; (ii) it 
is not subject to restrictive agreements with the issuer or other 
security holders; and (iii) it trades with sufficient volume and 
liquidity (findings as to which are documented by the Advisers to 
any Regulated Funds holding investments in the issuer and retained 
for the life of the Regulated Fund) to allow each Regulated Fund to 
dispose of its entire position remaining after the proposed 
Disposition within a short period of time not exceeding 30 days at 
approximately the value (as defined by section 2(a)(41) of the Act) 
at which the Regulated Fund has valued the investment.
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D. Delayed Settlement

    30. Applicants represent that under the terms and Conditions of the 
application, all Regulated Funds and Affiliated Funds participating in 
a Co-Investment Transaction will invest at the same time, for the same 
price and with the same terms, conditions, class, registration rights 
and any other rights, so that none of them receives terms more 
favorable than any other. However, the settlement date for an 
Affiliated Fund in a Co-Investment Transaction may occur up to ten 
business days after the settlement date for the Regulated Fund, and 
vice versa. Nevertheless, in all cases, (i) the date on which the 
commitment of the Affiliated Funds and Regulated Funds is made will be 
the same even where the settlement date is not and (ii) the earliest 
settlement date and the latest settlement date of any Affiliated Fund 
or Regulated Fund participating in the transaction will occur within 
ten business days of each other.

E. Holders

    31. Under Condition 15, if an Adviser, its principals, or any 
person controlling, controlled by, or under common control with the 
Adviser or its principals, and the Affiliated Funds (collectively, the 
``Holders'') own in the aggregate more than 25 percent of the 
outstanding voting shares of a Regulated Fund (the ``Shares''), then 
the Holders will vote such Shares in the same percentage as the 
Regulated Fund's other shareholders (not including the Holders) when 
voting on matters specified in the Condition.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
participation by a registered investment company and an affiliated 
person in any ``joint enterprise or other joint arrangement or profit-
sharing plan,'' as defined in the rule, without prior

[[Page 16790]]

approval by the Commission by order upon application. Section 17(d) of 
the Act and rule 17d-1 under the Act are applicable to Regulated Funds 
that are registered closed-end investment companies.
    2. Similarly, with regard to BDCs, section 57(a)(4) of the Act 
generally prohibits certain persons specified in section 57(b) from 
participating in joint transactions with the BDC or a company 
controlled by the BDC in contravention of rules as prescribed by the 
Commission. Section 57(i) of the Act provides that, until the 
Commission prescribes rules under section 57(a)(4), the Commission's 
rules under section 17(d) of the Act applicable to registered closed-
end investment companies will be deemed to apply to transactions 
subject to section 57(a)(4). Because the Commission has not adopted any 
rules under section 57(a)(4), rule 17d-1 also applies to joint 
transactions with Regulated Funds that are BDCs.
    3. Co-Investment Transactions are prohibited by either or both of 
rule 17d-1 and section 57(a)(4) without a prior exemptive order of the 
Commission to the extent that the Affiliated Funds and the Regulated 
Funds participating in such transactions fall within the category of 
persons described by rule 17d-1 and/or section 57(b), as modified by 
rule 57b-1 thereunder, as applicable, vis-[agrave]-vis each 
participating Regulated Fund. Each of the participating Regulated Funds 
and Affiliated Funds may be deemed to be affiliated persons vis-
[agrave]-vis a Regulated Fund within the meaning of section 2(a)(3) by 
reason of common control to the extent that (i) an Existing Adviser or 
an entity that controls, is controlled by, or under common control with 
an Existing Adviser, is the investment adviser (and sub-adviser, if 
any) to each of the Regulated Funds and the Affiliated Funds, and may 
be deemed to control, each of the Existing Affiliated Funds; (ii) an 
Adviser to Future Affiliated Funds will be the investment adviser (and 
sub-adviser, if any) to, and may be deemed to control, any other 
Affiliated Fund; (iii) an Existing Adviser is the investment adviser 
(and sub-adviser, if any) to, and may be deemed to control, the 
existing Regulated Fund and (iv) an Adviser will be the investment 
adviser (and sub-adviser, if any) to, and may be deemed to control any 
other Future Regulated Funds; and (v) each BDC Downstream Fund \23\ 
will be deemed to be controlled by its parent BDC and/or its BDC 
parent's Adviser or certain of its parent BDC's subsidiaries. Thus, 
each Regulated Fund and each Affiliated Fund may be deemed to be a 
person related to a BDC or BDC Downstream Fund in a manner described by 
section 57(b) (or section 17(d) in the case of Regulated Funds that are 
registered under the Act) and therefore would be prohibited by section 
57(a)(4) (or section 17(d) in the case of Regulated Funds that are 
registered under the Act) and rule 17d-1 from participating in Co-
Investment Transactions with the Regulated Funds without the Order. 
Further, because the BDC Downstream Funds and Wholly-Owned Investment 
Subsidiaries will be controlled by the Regulated Funds, the BDC 
Downstream Funds and Wholly-Owned Investment Subsidiaries would be 
subject to section 57(a)(4) (or section 17(d) in the case of Wholly-
Owned Investment Subsidiaries controlled by Regulated Funds that are 
registered under the Act) and thus would also be subject to the 
provisions of rule 17d-1, and therefore, would be prohibited from 
participating in Co-Investment Transactions without the Order. Finally, 
the Advisers are under common control.
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    \23\
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    4. In passing upon applications under rule 17d-1, the Commission 
considers whether the company's participation in the joint transaction 
is consistent with the provisions, policies, and purposes of the Act 
and the extent to which such participation is on a basis different from 
or less advantageous than that of other participants.
    5. Applicants state that in the absence of the requested relief, in 
many circumstances the Regulated Funds would be limited in their 
ability to participate in attractive and appropriate investment 
opportunities. Applicants state that, as required by rule 17d-1(b), the 
Conditions ensure that the terms on which Co-Investment Transactions 
may be made will be consistent with the participation of the Regulated 
Funds being on a basis that it is neither different from nor less 
advantageous than other participants, thus protecting the equity 
holders of any participant from being disadvantaged. Applicants further 
state that the Conditions ensure that all Co-Investment Transactions 
are reasonable and fair to the Regulated Funds and their shareholders 
and do not involve overreaching by any person concerned, including the 
Advisers. Applicants state that the Regulated Funds' participation in 
the Co-Investment Transactions in accordance with the Conditions will 
be consistent with the provisions, policies, and purposes of the Act 
and would be done in a manner that is not different from, or less 
advantageous than, that of other participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following 
Conditions:
    1. Identification and Referral of Potential Co-Investment 
Transactions.
    (a) The Advisers will establish, maintain and implement policies 
and procedures reasonably designed to ensure that each Adviser is 
promptly notified of all Potential Co-Investment Transactions that fall 
within the then-current Objectives and Strategies and Board-Established 
Criteria of any Regulated Fund the Adviser manages.
    (b) When an Adviser to a Regulated Fund is notified of a Potential 
Co-Investment Transaction under Condition 1(a), the Adviser will make 
an independent determination of the appropriateness of the investment 
for the Regulated Fund in light of the Regulated Fund's then-current 
circumstances.\24\
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    \24\ BAL and any investment adviser to a Sub-Advised Fund will 
not be the source of any Potential Co-Investment Transactions under 
the Order.
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    2. Board Approvals of Co-Investment Transactions.
    (a) If the Adviser deems a Regulated Fund's participation in any 
Potential Co-Investment Transaction to be appropriate for the Regulated 
Fund, it will then determine an appropriate level of investment for the 
Regulated Fund.
    (b) If the aggregate amount recommended by the Advisers to be 
invested in the Potential Co-Investment Transaction by the 
participating Regulated Funds and any participating Affiliated Funds, 
collectively, exceeds the amount of the investment opportunity, the 
investment opportunity will be allocated among them pro rata based on 
the size of the Internal Orders, as described in section III.A.1.b. of 
the application. Each Adviser to a participating Regulated Fund will 
promptly notify and provide the Eligible Directors with information 
concerning the Affiliated Funds' and Regulated Funds' order sizes to 
assist the Eligible Directors with their review of the applicable 
Regulated Fund's investments for compliance with these Conditions.
    (c) After making the determinations required in Condition 1(b) 
above, each Adviser to a participating Regulated Fund will distribute 
written information concerning the Potential Co-Investment Transaction 
(including the amount proposed to be invested by each participating 
Regulated Fund and each participating Affiliated Fund) to the Eligible 
Directors of its participating Regulated Fund(s) for their 
consideration. A Regulated Fund will

[[Page 16791]]

enter into a Co-Investment Transaction with one or more other Regulated 
Funds or Affiliated Funds only if, prior to the Regulated Fund's 
participation in the Potential Co-Investment Transaction, a Required 
Majority concludes that:
    (i) The terms of the transaction, including the consideration to be 
paid, are reasonable and fair to the Regulated Fund and its equity 
holders and do not involve overreaching in respect of the Regulated 
Fund or its equity holders on the part of any person concerned;
    (ii) the transaction is consistent with:
    (A) The interests of the Regulated Fund's equity holders; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Fund(s) or Affiliated 
Fund(s) would not disadvantage the Regulated Fund, and participation by 
the Regulated Fund would not be on a basis different from, or less 
advantageous than, that of any other Regulated Fund(s) or Affiliated 
Fund(s) participating in the transaction; provided that the Required 
Majority shall not be prohibited from reaching the conclusions required 
by this Condition 2(c)(iii) if:
    (A) The settlement date for another Regulated Fund or an Affiliated 
Fund in a Co-Investment Transaction is later than the settlement date 
for the Regulated Fund by no more than ten business days or earlier 
than the settlement date for the Regulated Fund by no more than ten 
business days, in either case, so long as: (x) The date on which the 
commitment of the Affiliated Funds and Regulated Funds is made is the 
same; and (y) the earliest settlement date and the latest settlement 
date of any Affiliated Fund or Regulated Fund participating in the 
transaction will occur within ten business days of each other; or
    (B) any other Regulated Fund or Affiliated Fund, but not the 
Regulated Fund itself, gains the right to nominate a director for 
election to a portfolio company's board of directors, the right to have 
a board observer or any similar right to participate in the governance 
or management of the portfolio company so long as: (x) The Eligible 
Directors will have the right to ratify the selection of such director 
or board observer, if any; (y) the Adviser agrees to, and does, provide 
periodic reports to the Regulated Fund's Board with respect to the 
actions of such director or the information received by such board 
observer or obtained through the exercise of any similar right to 
participate in the governance or management of the portfolio company; 
and (z) any fees or other compensation that any other Regulated Fund or 
Affiliated Fund or any affiliated person of any other Regulated Fund or 
Affiliated Fund receives in connection with the right of one or more 
Regulated Funds or Affiliated Funds to nominate a director or appoint a 
board observer or otherwise to participate in the governance or 
management of the portfolio company will be shared proportionately 
among any participating Affiliated Funds (who may, in turn, share their 
portion with their affiliated persons) and any participating Regulated 
Fund(s) in accordance with the amount of each such party's investment; 
and
    (iv) the proposed investment by the Regulated Fund will not involve 
compensation, remuneration or a direct or indirect \25\ financial 
benefit to the Advisers, any other Regulated Fund, the Affiliated Funds 
or any affiliated person of any of them (other than the parties to the 
Co-Investment Transaction), except (A) to the extent permitted by 
Condition 14, (B) to the extent permitted by section 17(e) or 57(k), as 
applicable, (C) indirectly, as a result of an interest in the 
securities issued by one of the parties to the Co-Investment 
Transaction, or (D) in the case of fees or other compensation described 
in Condition 2(c)(iii)(B)(z).
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    \25\ For example, procuring the Regulated Fund's investment in a 
Potential Co-Investment Transaction to permit an affiliate to 
complete or obtain better terms in a separate transaction would 
constitute an indirect financial benefit.
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    3. Right to Decline. Each Regulated Fund has the right to decline 
to participate in any Potential Co-Investment Transaction or to invest 
less than the amount proposed.
    4. General Limitation. Except for Follow-On Investments made in 
accordance with Conditions 8 and 9 below,\26\ a Regulated Fund will not 
invest in reliance on the Order in any issuer in which a Related Party 
has an investment.\27\
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    \26\ This exception applies only to Follow-On Investments by a 
Regulated Fund in issuers in which that Regulated Fund already holds 
investments.
    \27\ ``Related Party'' means (i) any Close Affiliate and (ii) in 
respect of matters as to which any Adviser has knowledge, any Remote 
Affiliate.
     ``Close Affiliate'' means the Advisers, the other Regulated 
Funds, the Affiliated Funds and any other person described in 
section 57(b) (after giving effect to rule 57b-1) in respect of any 
Regulated Fund (treating any registered investment company or series 
thereof as a BDC for this purpose) except for limited partners 
included solely by reason of the reference in section 57(b) to 
section 2(a)(3)(D).
    ``Remote Affiliate'' means any person described in section 57(e) 
in respect of any Regulated Fund (treating any registered investment 
company or series thereof as a BDC for this purpose) and any limited 
partner holding 5% or more of the relevant limited partner interests 
that would be a Close Affiliate but for the exclusion in that 
definition.
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    5. Same Terms and Conditions. A Regulated Fund will not participate 
in any Potential Co-Investment Transaction unless (i) the terms, 
conditions, price, class of securities to be purchased, date on which 
the commitment is entered into and registration rights (if any) will be 
the same for each participating Regulated Fund and Affiliated Fund and 
(ii) the earliest settlement date and the latest settlement date of any 
participating Regulated Fund or Affiliated Fund will occur as close in 
time as practicable and in no event more than ten business days apart. 
The grant to one or more Regulated Funds or Affiliated Funds, but not 
the respective Regulated Fund, of the right to nominate a director for 
election to a portfolio company's board of directors, the right to have 
an observer on the board of directors or similar rights to participate 
in the governance or management of the portfolio company will not be 
interpreted so as to violate this Condition 5, if Condition 
2(c)(iii)(B) is met.
    6. Standard Review Dispositions.
    (a) General. If any Regulated Fund or Affiliated Fund elects to 
sell, exchange or otherwise dispose of an interest in a security and 
one or more Regulated Funds and Affiliated Funds have previously 
participated in a Co-Investment Transaction with respect to the issuer, 
then:
    (i) The Adviser to such Regulated Fund or Affiliated Fund will 
notify each Regulated Fund that holds an investment in the issuer of 
the proposed Disposition at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to participation by such 
Regulated Fund in the Disposition.
    (b) Same Terms and Conditions. Each Regulated Fund will have the 
right to participate in such Disposition on a proportionate basis, at 
the same price and on the same terms and conditions as those applicable 
to the Affiliated Funds and any other Regulated Fund.
    (c) No Board Approval Required. A Regulated Fund may participate in 
such a Disposition without obtaining prior approval of the Required 
Majority if:
    (i)(A) The participation of each Regulated Fund and Affiliated Fund 
in such Disposition is proportionate to its then-current holding of the 
security (or securities) of the issuer that is (or are) the subject of 
the Disposition; \28\ (B) the

[[Page 16792]]

Board of the Regulated Fund has approved as being in the best interests 
of the Regulated Fund the ability to participate in such Dispositions 
on a pro rata basis (as described in greater detail in the 
application); and (C) the Board of the Regulated Fund is provided on a 
quarterly basis with a list of all Dispositions made in accordance with 
this Condition; or
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    \28\ In the case of any Disposition, proportionality will be 
measured by each participating Regulated Fund's and Affiliated 
Fund's outstanding investment in the security in question 
immediately preceding the Disposition.
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    (ii) each security is a Tradable Security and (A) the Disposition 
is not to the issuer or any affiliated person of the issuer; and (B) 
the security is sold for cash in a transaction in which the only term 
negotiated by or on behalf of the participating Regulated Funds and 
Affiliated Funds is price.
    (d) Standard Board Approval. In all other cases, the Adviser will 
provide its written recommendation as to the Regulated Fund's 
participation to the Eligible Directors and the Regulated Fund will 
participate in such Disposition solely to the extent that a Required 
Majority determines that it is in the Regulated Fund's best interests.
    7. Enhanced Review Dispositions.
    (a) General. If any Regulated Fund or Affiliated Fund elects to 
sell, exchange or otherwise dispose of a Pre-Boarding Investment in a 
Potential Co-Investment Transaction and the Regulated Funds and 
Affiliated Funds have not previously participated in a Co-Investment 
Transaction with respect to the issuer:
    (i) The Adviser to such Regulated Fund or Affiliated Fund will 
notify each Regulated Fund that holds an investment in the issuer of 
the proposed Disposition at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to participation by such 
Regulated Fund in the Disposition; and
    (iii) the Advisers will provide to the Board of each Regulated Fund 
that holds an investment in the issuer all information relating to the 
existing investments in the issuer of the Regulated Funds and 
Affiliated Funds, including the terms of such investments and how they 
were made, that is necessary for the Required Majority to make the 
findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written 
recommendation as to the Regulated Fund's participation to the Eligible 
Directors, and the Regulated Fund will participate in such Disposition 
solely to the extent that a Required Majority determines that:
    (i) The Disposition complies with Condition 2(c)(i), (ii), 
(iii)(A), and (iv).
    (ii) the making and holding of the Pre-Boarding Investments were 
not prohibited by section 57 or rule 17d-1, as applicable, and records 
the basis for the finding in the Board minutes.
    (c) Additional Requirements. The Disposition may only be completed 
in reliance on the Order if:
    (i) Same Terms and Conditions. Each Regulated Fund has the right to 
participate in such Disposition on a proportionate basis, at the same 
price and on the same terms and Conditions as those applicable to the 
Affiliated Funds and any other Regulated Fund;
    (ii) Original Investments. All of the Affiliated Funds' and 
Regulated Funds' investments in the issuer are Pre-Boarding 
Investments;
    (iii) Advice of counsel. Independent counsel to the Board advises 
that the making and holding of the investments in the Pre-Boarding 
Investments were not prohibited by section 57 (as modified by rule 57b-
1) or rule 17d-1, as applicable;
    (iv) Multiple Classes of Securities. All Regulated Funds and 
Affiliated Funds that hold Pre-Boarding Investments in the issuer 
immediately before the time of completion of the Co-Investment 
Transaction hold the same security or securities of the issuer. For the 
purpose of determining whether the Regulated Funds and Affiliated Funds 
hold the same security or securities, they may disregard any security 
held by some but not all of them if, prior to relying on the Order, the 
Required Majority is presented with all information necessary to make a 
finding, and finds, that: (x) Any Regulated Fund's or Affiliated Fund's 
holding of a different class of securities (including for this purpose 
a security with a different maturity date) is immaterial \29\ in 
amount, including immaterial relative to the size of the issuer; and 
(y) the Board records the basis for any such finding in its minutes. In 
addition, securities that differ only in respect of issuance date, 
currency, or denominations may be treated as the same security; and
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    \29\ In determining whether a holding is ``immaterial'' for 
purposes of the Order, the Required Majority will consider whether 
the nature and extent of the interest in the transaction or 
arrangement is sufficiently small that a reasonable person would not 
believe that the interest affected the determination of whether to 
enter into the transaction or arrangement or the terms of the 
transaction or arrangement.
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    (v) No control. The Affiliated Funds, the other Regulated Funds and 
their affiliated persons (within the meaning of section 2(a)(3)(C) of 
the Act), individually or in the aggregate, do not control the issuer 
of the securities (within the meaning of section 2(a)(9) of the Act).
    8. Standard Review Follow-Ons.
    (a) General. If any Regulated Fund or Affiliated Fund desires to 
make a Follow-On Investment in an issuer and the Regulated Funds and 
Affiliated Funds holding investments in the issuer previously 
participated in a Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Fund will 
notify each Regulated Fund that holds securities of the portfolio 
company of the proposed transaction at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to the proposed 
participation, including the amount of the proposed investment, by such 
Regulated Fund.
    (b) No Board Approval Required. A Regulated Fund may participate in 
the Follow-On Investment without obtaining prior approval of the 
Required Majority if:
    (i)(A) The proposed participation of each Regulated Fund and each 
Affiliated Fund in such investment is proportionate to its outstanding 
investments in the issuer or the security at issue, as appropriate,\30\ 
immediately preceding the Follow-On Investment; and (B) the Board of 
the Regulated Fund has approved as being in the best interests of the 
Regulated Fund the ability to participate in Follow-On Investments on a 
pro rata basis (as described in greater detail in the application); or
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    \30\ To the extent that a Follow-On Investment opportunity is in 
a security or arises in respect of a security held by the 
participating Regulated Funds and Affiliated Funds, proportionality 
will be measured by each participating Regulated Fund's and 
Affiliated Fund's outstanding investment in the security in question 
immediately preceding the Follow-On Investment using the most recent 
available valuation thereof. To the extent that a Follow-On 
Investment opportunity relates to an opportunity to invest in a 
security that is not in respect of any security held by any of the 
participating Regulated Funds or Affiliated Funds, proportionality 
will be measured by each participating Regulated Fund's and 
Affiliated Fund's outstanding investment in the issuer immediately 
preceding the Follow-On Investment using the most recent available 
valuation thereof.
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    (ii) it is a Non-Negotiated Follow-On Investment.
    (c) Standard Board Approval. In all other cases, the Adviser will 
provide its written recommendation as to the Regulated Fund's 
participation to the Eligible Directors and the Regulated Fund will 
participate in such Follow-On Investment solely to the extent that a 
Required Majority makes the

[[Page 16793]]

determinations set forth in Condition 2(c). If the only previous Co-
Investment Transaction with respect to the issuer was an Enhanced 
Review Disposition the Eligible Directors must complete this review of 
the proposed Follow-On Investment both on a stand-alone basis and 
together with the Pre-Boarding Investments in relation to the total 
economic exposure and other terms of the investment.
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to 
any Regulated Fund is not based on the Regulated Funds' and the 
Affiliated Funds' outstanding investments in the issuer or the security 
at issue, as appropriate, immediately preceding the Follow-On 
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be 
invested in the Follow-On Investment by the participating Regulated 
Funds and any participating Affiliated Funds, collectively, exceeds the 
amount of the investment opportunity,

then the Follow-On Investment opportunity will be allocated among them 
pro rata based on the size of the Internal Orders, as described in 
section III.A.1.b. of the application.
    (e) Other Conditions. The acquisition of Follow-On Investments as 
permitted by this Condition will be considered a Co-Investment 
Transaction for all purposes and subject to the other Conditions set 
forth in the application.
    9. Enhanced Review Follow-Ons.
    (a) General. If any Regulated Fund or Affiliated Fund desires to 
make a Follow-On Investment in an issuer that is a Potential Co-
Investment Transaction and the Regulated Funds and Affiliated Funds 
holding investments in the issuer have not previously participated in a 
Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Fund will 
notify each Regulated Fund that holds securities of the portfolio 
company of the proposed transaction at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to the proposed 
participation, including the amount of the proposed investment, by such 
Regulated Fund; and
    (iii) the Advisers will provide to the Board of each Regulated Fund 
that holds an investment in the issuer all information relating to the 
existing investments in the issuer of the Regulated Funds and 
Affiliated Funds, including the terms of such investments and how they 
were made, that is necessary for the Required Majority to make the 
findings required by this Condition.
    (b) Enhanced Board Approval. The Adviser will provide its written 
recommendation as to the Regulated Fund's participation to the Eligible 
Directors, and the Regulated Fund will participate in such Follow-On 
Investment solely to the extent that a Required Majority reviews the 
proposed Follow-On Investment both on a stand-alone basis and together 
with the Pre-Boarding Investments in relation to the total economic 
exposure and other terms and makes the determinations set forth in 
Condition 2(c). In addition, the Follow-On Investment may only be 
completed in reliance on the Order if the Required Majority of each 
participating Regulated Fund determines that the making and holding of 
the Pre-Boarding Investments were not prohibited by section 57 (as 
modified by rule 57b-1) or rule 17d-1, as applicable. The basis for the 
Board's findings will be recorded in its minutes.
    (c) Additional Requirements. The Follow-On Investment may only be 
completed in reliance on the Order if:
    (i) Original Investments. All of the Affiliated Funds' and 
Regulated Funds' investments in the issuer are Pre-Boarding 
Investments;
    (ii) Advice of counsel. Independent counsel to the Board advises 
that the making and holding of the investments in the Pre-Boarding 
Investments were not prohibited by section 57 (as modified by rule 57b-
1) or rule 17d-1, as applicable;
    (iii) Multiple Classes of Securities. All Regulated Funds and 
Affiliated Funds that hold Pre-Boarding Investments in the issuer 
immediately before the time of completion of the Co-Investment 
Transaction hold the same security or securities of the issuer. For the 
purpose of determining whether the Regulated Funds and Affiliated Funds 
hold the same security or securities, they may disregard any security 
held by some but not all of them if, prior to relying on the Order, the 
Required Majority is presented with all information necessary to make a 
finding, and finds, that: (x) Any Regulated Fund's or Affiliated Fund's 
holding of a different class of securities (including for this purpose 
a security with a different maturity date) is immaterial in amount, 
including immaterial relative to the size of the issuer; and (y) the 
Board records the basis for any such finding in its minutes. In 
addition, securities that differ only in respect of issuance date, 
currency, or denominations may be treated as the same security; and
    (iv) No control. The Affiliated Funds, the other Regulated Funds 
and their affiliated persons (within the meaning of section 2(a)(3)(C) 
of the Act), individually or in the aggregate, do not control the 
issuer of the securities (within the meaning of section 2(a)(9) of the 
Act).
    (d) Allocation. If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to 
any Regulated Fund is not based on the Regulated Funds' and the 
Affiliated Funds' outstanding investments in the issuer or the security 
at issue, as appropriate, immediately preceding the Follow-On 
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be 
invested in the Follow-On Investment by the participating Regulated 
Funds and any participating Affiliated Funds, collectively, exceeds the 
amount of the investment opportunity, then the Follow-On Investment 
opportunity will be allocated among them pro rata based on the size of 
the Internal Orders, as described in section III.A.1.b. of the 
application.
    (e) Other Conditions. The acquisition of Follow-On Investments as 
permitted by this Condition will be considered a Co-Investment 
Transaction for all purposes and subject to the other Conditions set 
forth in the application.
    10. Board Reporting, Compliance and Annual Re-Approval.
    (a) Each Adviser to a Regulated Fund will present to the Board of 
each Regulated Fund, on a quarterly basis, and at such other times as 
the Board may request, (i) a record of all investments in Potential Co-
Investment Transactions made by any of the other Regulated Funds or any 
of the Affiliated Funds during the preceding quarter that fell within 
the Regulated Fund's then-current Objectives and Strategies and Board-
Established Criteria that were not made available to the Regulated 
Fund, and an explanation of why such investment opportunities were not 
made available to the Regulated Fund; (ii) a record of all Follow-On 
Investments in and Dispositions of investments in any issuer in which 
the Regulated Fund holds any investments by any Affiliated Fund or 
other Regulated Fund during the prior quarter; and (iii) all 
information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by other Regulated 
Funds or Affiliated Funds that the Regulated Fund considered but 
declined to participate in, so that the

[[Page 16794]]

Independent Directors, may determine whether all Potential Co-
Investment Transactions and Co-Investment Transactions during the 
preceding quarter, including those investments that the Regulated Fund 
considered but declined to participate in, comply with the Conditions.
    (b) All information presented to the Regulated Fund's Board 
pursuant to this Condition will be kept for the life of the Regulated 
Fund and at least two years thereafter, and will be subject to 
examination by the Commission and its staff.
    (c) Each Regulated Fund's chief compliance officer, as defined in 
rule 38a-1(a)(4), will prepare an annual report for its Board each year 
that evaluates (and documents the basis of that evaluation) the 
Regulated Fund's compliance with the terms and Conditions of the 
application and the procedures established to achieve such compliance. 
In the case of a BDC Downstream Fund that does not have a chief 
compliance officer, the chief compliance officer of the BDC that 
controls the BDC Downstream Fund will prepare the report for the 
relevant Independent Party.
    (d) The Eligible Directors will consider at least annually: (i) The 
continued appropriateness for the Regulated Fund of participating in 
new and existing Co-Investment Transactions; and (ii) the continued 
appropriateness of any Board-Established Criteria.
    11. Record Keeping. Each Regulated Fund will maintain the records 
required by section 57(f)(3) of the Act as if each of the Regulated 
Funds were a BDC and each of the investments permitted under these 
Conditions were approved by the Required Majority under section 57(f).
    12. Director Independence. No Independent Director (including the 
non-interested members of any Independent Party) of a Regulated Fund 
will also be a director, general partner, managing member or principal, 
or otherwise be an ``affiliated person'' (as defined in the Act) of any 
Affiliated Fund.
    13. Expenses. The expenses, if any, associated with acquiring, 
holding or disposing of any securities acquired in a Co-Investment 
Transaction (including, without limitation, the expenses of the 
distribution of any such securities registered for sale under the 
Securities Act) will, to the extent not payable by the Advisers under 
their respective advisory agreements with the Regulated Funds and the 
Affiliated Funds, be shared by the Regulated Funds and the 
participating Affiliated Funds in proportion to the relative amounts of 
the securities held or being acquired or disposed of, as the case may 
be.
    14. Transaction Fees.\31\ Any transaction fee (including break-up, 
structuring, monitoring or commitment fees but excluding brokerage or 
underwriting compensation permitted by section 17(e) or 57(k)) received 
in connection with any Co-Investment Transaction will be distributed to 
the participants on a pro rata basis based on the amounts they invested 
or committed, as the case may be, in such Co-Investment Transaction. If 
any transaction fee is to be held by an Adviser pending consummation of 
the transaction, the fee will be deposited into an account maintained 
by the Adviser at a bank or banks having the qualifications prescribed 
in section 26(a)(1), and the account will earn a competitive rate of 
interest that will also be divided pro rata among the participants. 
None of the Advisers, the Affiliated Funds, the other Regulated Funds 
or any affiliated person of the Affiliated Funds or the Regulated Funds 
will receive any additional compensation or remuneration of any kind as 
a result of or in connection with a Co-Investment Transaction other 
than (i) in the case of the Regulated Funds and the Affiliated Funds, 
the pro rata transaction fees described above and fees or other 
compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or 
underwriting compensation permitted by section 17(e) or 57(k) or (iii) 
in the case of the Advisers, investment advisory compensation paid in 
accordance with investment advisory agreements between the applicable 
Regulated Fund(s) or Affiliated Fund(s) and its Adviser.
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    \31\ Applicants are not requesting and the Commission is not 
providing any relief for transaction fees received in connection 
with any Co-Investment Transaction.
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    15. Independence. If the Holders own in the aggregate more than 25 
percent of the Shares of a Regulated Fund, then the Holders will vote 
such Shares in the same percentages as the Regulated Fund's other 
shareholders (not including the Holders) when voting on (1) the 
election of directors; (2) the removal of one or more directors; or (3) 
any other matter under either the Act or applicable State law affecting 
the Board's composition, size or manner of election.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06203 Filed 3-23-22; 8:45 am]
BILLING CODE 8011-01-P


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