16784 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

43 15 U.S.C. 78s(b)(2). 

44 Id. 

45 17 CFR 200.30–3(a)(12). 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeEDGX–2021–052 and 

should be submitted on or before April 

14, 2022. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of the filing of 

Amendment No. 1 in the Federal 

Register. According to the Exchange, 

Amendment No. 1 supplements the 

proposal by, among other things: (1) 

Providing additional detail and 

clarification regarding the Exchange’s 

current and proposed treatment of a 

Market Maker’s quoting obligations, (2) 

correcting an inadvertent error in the 

Exhibit 5, and (3) removing a 

superfluous provision in the Exhibit 5 to 

provide for additional clarity. The 

Commission believes that Amendment 

No. 1 provides additional accuracy and 

clarity to the proposal and does not 

raise any novel regulatory issues. 

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,43 to approve the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,44 that the 

proposed rule change (SR–CboeEDGX– 

2021–052), as modified by Amendment 

No. 1 thereto, be, and it hereby is, 

approved on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.45

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06190 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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 CoInvestments 2021 LP, BlackRock Private 

Equity Co-Investments 2021 (LUX) 

SCSP, BlackRock Private Equity CoInvestments 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), 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 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, 


khammond on DSKJM1Z7X2PROD with NOTICES
16786 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

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 subadviser 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 WhollyOwned Investment Sub and (vi) that intends to 

participate in the Co-Investment Program. 

3All 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. 

4BlackRock Capital Investment Corporation, et 

al., Investment Company Act Release Nos. 33480 

(May 21, 2019) (notice) and 33515 (June 20, 2019) 

(order) (‘‘Prior Order’’). 

5Section 2(a)(48) defines a BDC to be any closedend 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. 

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.A` .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 SecretarysOffice@sec.gov 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 SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

GroupBCIALSupport@blackrock.com. 

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 CoInvestment 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

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. 

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 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 16787 

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. 

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. 

comprised of seven persons, six of 

whom are Independent Directors.7

4. BCSF, a Delaware statutory trust, is 

registered as a non-diversified, closedend 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, closedend 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 whollyowned 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 whollyowned 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 subadvised 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 CoInvestment 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 WhollyOwned Investment Sub’s participation 

in any such transaction be treated, for 

purposes of the Order, as though the 

parent Regulated Fund were 

participating directly. 

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 


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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 BoardEstablished Criteria are in effect, then the Regulated 

Fund’s Adviser will be notified of all Potential CoInvestment 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. 

11The 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. 

13The 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 CoInvestment Transaction under section 57(o) of the 

Act (treating any registered investment company or 

series thereof as a BDC for this purpose). 

14The 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. 

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. 

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. 

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 BoardEstablished 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. 

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 CoInvestment 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 Adviserwide 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

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

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. 

26. Applicants propose that FollowOn Investments would be divided into 

two categories depending on whether 

the prior investment was a CoInvestment Transaction or a PreBoarding Investment.16 If the Regulated 

Funds and Affiliated Funds had 


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17A ‘‘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). 

18A ‘‘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 NoAction 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). 

19 ‘‘Disposition’’ means the sale, exchange or 

other disposition of an interest in a security of an 

issuer. 

20However, 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. 

21A ‘‘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. 

previously participated in a CoInvestment Transaction with respect to 

the issuer, then the terms and approval 

of the Follow-On Investment would be 

subject to the Standard Review FollowOns 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 FollowOns 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 CoInvestment Transaction. Subsequent CoInvestment Transactions with respect to 

the issuer would be governed by the 

requirements of Standard Review 

Follow-Ons. 

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 NonNegotiated 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. 

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 CoInvestment 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

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. 

D. Delayed Settlement 

30. Applicants represent that under 

the terms and Conditions of the 

application, all Regulated Funds and 

Affiliated Funds participating in a CoInvestment 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 


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23

24BAL and any investment adviser to a SubAdvised Fund will not be the source of any 

Potential Co-Investment Transactions under the 

Order. 

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-a`-vis each participating Regulated 

Fund. Each of the participating 

Regulated Funds and Affiliated Funds 

may be deemed to be affiliated persons 

vis-a`-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 CoInvestment 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 CoInvestment Transactions without the 

Order. Finally, the Advisers are under 

common control. 

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 CoInvestment 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 thencurrent 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 CoInvestment 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

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 


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25For 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. 

26This 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. 

28 In the case of any Disposition, proportionality 

will be measured by each participating Regulated 

Continued 

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). 

3. Right to Decline. Each Regulated 

Fund has the right to decline to 

participate in any Potential CoInvestment 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

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 CoInvestment 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 


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Fund’s and Affiliated Fund’s outstanding 

investment in the security in question immediately 

preceding the Disposition. 

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. 

30To 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. 

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 

(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 CoInvestment 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 PreBoarding 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 PreBoarding 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 

(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 CoInvestment 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 

(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 


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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 standalone basis and together with the PreBoarding 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 PreBoarding 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 thencurrent 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 CoInvestment Transactions and CoInvestment Transactions, including 

investments made by other Regulated 

Funds or Affiliated Funds that the 

Regulated Fund considered but declined 

to participate in, so that the 


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16794 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

31Applicants are not requesting and the 

Commission is not providing any relief for 

transaction fees received in connection with any 

Co-Investment Transaction. 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 93834 

(December 20, 2021), 86 FR 73072. 

5See Securities Exchange Act Release No. 94142, 

87 FR 7518 (February 9, 2022) (extending the time 

period to March 23, 2022). 

6 In Amendment No. 2, the Exchange revised the 

proposal to: (1) Provide additional detail and 

clarification regarding the Exchange’s current and 

proposed treatment of violations of a Market 

Maker’s quoting obligations, (2) correct an 

inadvertent error in the Exhibit 5, and (3) remove 

a superfluous provision in the Exhibit 5 to provide 

for additional clarity. Amendment No. 2 to the 

proposed rule change is available at: https://

www.sec.gov/comments/sr-cboebzx-2021-083/ 

srcboebzx2021083.htm. 

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 BoardEstablished 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. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94474; File No. SR– 

CboeBZX–2021–083] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing of 

Amendment No. 2 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 2, To Amend Rule 

25.3, Which Governs the Exchange’s 

Minor Rule Violation Plan, in 

Connection With Certain Minor Rule 

Violations and Applicable Fines 

March 18, 2022. 

I. Introduction 

On December 6, 2021, Cboe BZX 

Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) 1 of the Securities 

Exchange Act of 1934 (‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposed rule 

change to amend Rule 25.3, which 

governs the Exchange’s Minor Rule 

Violation Plan (‘‘MRVP’’), in connection 

with certain minor rule violations and 

applicable fines. The proposed rule 

change was published for comment in 

the Federal Register on December 23, 

2021.4 On February 3, 2022, the 

Commission extended the time period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change.5

On March 8, 2022, the Exchange filed 

Amendment No. 1 to the proposed rule 

change, which replaced and superseded 

the proposed rule change as originally 

filed. On March 11, 2022, the Exchange 

filed Amendment No. 2 to the proposed 

rule change, which replaced and 

superseded the proposed rule change as 

modified by Amendment No. 1.6 The 

Commission received no comments on 

the proposed rule change. The 

Commission is publishing this notice to 


khammond on DSKJM1Z7X2PROD with NOTICES