34798 Federal Register / Vol. 86, No. 123 / Wednesday, June 30, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 91809 (May 

10, 2021), 86 FR 26588 (May 14, 2021) (File No. SR– 

NSCC–2021–005) (‘‘Notice of Filing’’). 

4See letter from Parsons, Behle & Latimer, 

Counsel for Alpine Securities Corporation 

(‘‘Alpine’’), dated June 4, 2021, to Vanessa 

Countryman, Secretary, Commission (‘‘Alpine 

Letter’’), available at https://www.sec.gov/ 

comments/sr-nscc-2021-005/srnscc2021005.htm. 

5NSCC appended an Exhibit 2 to the materials 

filed on April 26, 2021. The appended Exhibit 2 

consists of a comment letter that NSCC received 

from one of its members objecting to NSCC’s 

proposal in response to member outreach NSCC 

conducted in 2019. See Notice of Filing, supra note 

4, at 26593. A copy of the comment letter is 

available at https://www.dtcc.com/-/media/Files/ 

Downloads/legal/rule-filings/2021/NSCC/SR-NSCC2021-005.pdf. 

6 15 U.S.C. 78s(b)(2). 

7 Id. 

8 17 CFR 200.30–3(a)(31). 

SUPPLEMENTARY INFORMATION: As 

required by the Paperwork Reduction 

Act of 1995 OPM is soliciting comments 

for this collection. The information 

collection (OMB No. 3206–0156) was 

previously published in the Federal 

Register on February 10, 2021 at 86 FR 

8930, allowing for a 60-day public 

comment period. Two comments were 

received, but they had no relation to this 

information collection request. 

The Office of Management and Budget 

is particularly interested in comments 

that: 

1. Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of functions 

of the agency, including whether the 

information will have practical utility; 

2. Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

3. Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

4. Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submissions 

of responses. 

Standard Form 2800 is needed to 

collect information so that OPM can pay 

death benefits to the survivors of 

Federal employees and annuitants. 

Standard Form 2800A is needed for 

deaths in service so that survivors can 

make the needed elections regarding 

military service. 

Analysis 

Agency: Retirement Operations, 

Retirement Services, Office of Personnel 

Management. 

Title: Application for Death Benefits 

under the Civil Service Retirement 

System (SF 2800); and Documentation 

and Elections in Support of Application 

for Death Benefits When Deceased Was 

an Employee at the Time of Death (SF 

2800A). 

OMB Number: 3206–0156. 

Frequency: On occasion. 

Affected Public: Individuals or 

Households. 

Number of Respondents: SF 2800 = 

40,000; SF 2800A = 400. 

Estimated Time per Respondent: SF 

3106 = 45 minutes; SF 3106A = 45 

minutes. 

Total Burden Hours: 30,300 hours (SF 

2800 = 30,000; SF 2800A = 300). 

Office of Personnel Management. 

Kellie Cosgrove Riley, 

Director, Office of Privacy and Information 

Management. 

[FR Doc. 2021–13897 Filed 6–29–21; 8:45 am] 

BILLING CODE 6325–38–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92250; File No. SR–NSCC– 

2021–005] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Designation of 

Longer Period for Commission Action 

on Proposed Rule Change To Increase 

the National Securities Clearing 

Corporation’s Minimum Required Fund 

Deposit 

June 24, 2021. 

I. Introduction 

On April 26, 2021, National Securities 

Clearing Corporation (‘‘NSCC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) proposed 

rule change SR–NSCC–2021–005 (the 

‘‘Proposed Rule Change’’) pursuant to 

Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder 2 to increase its 

minimum required fund deposit. The 

Proposed Rule Change was published 

for comment in the Federal Register on 

May 14, 2021,3 and the Commission has 

received one comment letter 4 on the 

changes proposed therein.5

Section 19(b)(2) of the Act 6 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for the 

Proposed Rule Change is June 28, 2021. 

The Commission is extending the 45- 

day time period for Commission action 

on the Proposed Rule Change. In order 

to provide the Commission with 

sufficient time to consider the Proposed 

Rule Change, the Commission finds that 

it is appropriate to designate a longer 

period within which to take action on 

the Proposed Rule Change. 

Accordingly, pursuant to Section 

19(b)(2) of the Act 7 and for the reasons 

stated above, the Commission 

designates August 12, 2021, as the date 

by which the Commission shall either 

approve, disapprove, or institute 

proceedings to determine whether to 

disapprove the Proposed Rule Change 

(File No. SR–NSCC–2021–005). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13913 Filed 6–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34317; File No. 812–15194] 

iCapital KKR Private Markets Fund, et 

al. 

June 24, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

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 to permit certain 

business development companies 

(‘‘BDC’’) and closed-end management 

investment companies to co-invest in 

portfolio companies with each other and 

with affiliated investment funds. 

APPLICANTS: iCapital KKR Private 

Markets Fund (formerly known as 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 123 / Wednesday, June 30, 2021 / Notices 34799 

Altegris KKR Commitments Master 

Fund) (the ‘‘Company’’); iCapital 

Registered Fund Adviser LLC (‘‘iCapital 

RF Adviser’’); StepStone Group LP 

(‘‘StepStone Group’’); StepStone Group 

Real Estate LP, StepStone AMP (GP), 

LLC, StepStone Atlantic (GP), L.P., 

StepStone Capital III (GP), LLC, 

StepStone European Fund GP S.a` r.l., 

StepStone Ferro (GP), LLC, StepStone K 

Opportunities (GP), LLC, StepStone 

Secondaries II (GP), LLC, StepStone 

Secondaries III (GP), S.a` r.l., StepStone 

Secondaries III (GP), LLC, StepStone 

UWF Secondaries (GP), L.P., StepStone 

KF (GP), LLC, StepStone NPS Siera 

(GP), LLC, StepStone NPS PE (GP), LLC, 

StepStone Rivas (GP), LLC, StepStone 

FSS (GP), LLC (collectively, with 

StepStone Group, the ‘‘Existing 

StepStone Affiliated Advisers’’); and 

StepStone Pioneer Capital I, L.P., 

StepStone Pioneer Capital Buyout Fund 

I, L.P., StepStone Mezzanine Partners I– 

A L.P., StepStone Private Equity 

Partners II L.P., StepStone Masters III 

L.P., StepStone Pioneer Capital Buyout 

Fund II, L.P., StepStone Pioneer Capital 

II, L.P., T.F. Capital Investors II L.P., 

StepStone PA Tap Fund I, LP, 

StepStone-Syn Investments, L.L.L.P., 

StepStone Pioneer Opportunities Fund, 

L.P., StepStone Pioneer Opportunities 

Fund II, L.P., StepStone Private Equity 

Partners III L.P., Latin America 

Opportunities (Delaware) L.P., 

StepStone Pioneer Capital III, L.P., 

Europe Enterprise III Onshore L.P., Asia 

Enterprise II Onshore LLC, StepStone 

Private Equity Partners L.P., StepStone 

Masters IV L.P., StepStone Capital 

Partners IV, L.P., StepStone XL 

Opportunities Fund II–B, L.P., Terrace 

Investment Holdings SMF, LLC, 

Sunstone PE Opportunities Fund, LLC, 

StepStone AP Opportunities Fund, L.P., 

Capitol Private Opportunities III LP, 

Capitol Private Opportunities III 

(Parallel) LP, StepStone Secondary 

Opportunities Fund IV, L.P., StepStone 

Private Equity Partners Offshore L.P., 

Asia Enterprise II Offshore L.P., 

StepStone Mezzanine Partners 

(Offshore) I–A L.P., StepStone 

International Investors II–G, L.P., 

StepStone International Investors II, 

L.P., StepStone Masters III Offshore L.P., 

MBKP North Asian Opportunities 

Partners Offshore L.P., T.F. Capital 

Investors II Offshore L.P., StepStone 

International Investors III, L.P., Latin 

America Opportunities L.P., Europe 

Enterprise III Offshore L.P., StepStone 

NPS PE Fund, L.P., StepStone 

Secondary Opportunities Fund III 

Offshore Holdings SCSP, Pegasus MultiStrategy Series (A) LP, StepStone 

Tactical Growth Fund II Offshore 

Holdings, L.P., StepStone Capital 

Partners IV Europe Holdings SCSP, 

StepStone JP Opportunities Fund IA, 

L.P., StepStone KF Private Equity Fund 

II, L.P., StepStone BVK Opportunities 

Fund SCSP, StepStone Secondary 

Opportunities Fund IV Offshore 

Holdings, L.P., SIMA Private Equity 6 

GMBH & Co. KG, 2006 Co-Investment 

Portfolio, L.P., 2007 Co-Investment 

Portfolio, L.P., 2008 Co-Investment 

Portfolio, L.P., Capitol Private 

Opportunities II (Parallel) LP, Capitol 

Private Opportunities II LP, Capital 

Private Opportunities LP, CGR/PE, LLC, 

Europe Enterprise II Offshore, L.P., 

Europe Enterprise III Offshore, L.P., 

Lexington C/RE, LLC, Masters IV 

Cayman Holdings, L.P., Mezzanine CoInvestment Portfolio, L.P., NYSCRF 

Pioneer Opportunities Fund A, L.P., 

NYSCRF Pioneer Partnership Fund B, 

L.P., Silverstone I, LLC, Silverstone II, 

LLC—Series A, Silverstone II, LLC— 

Series B, Silverstone II, LLC—Series C, 

Silverstone II, LLC—Series D, 

Silverstone II, LLC—Series E, 

Silverstone II, LLC—Series F, 

Silverstone II, LLC—Series G, 

Silverstone II, LLC—Series H, 

Silverstone II, LLC—Series I, Silverstone 

II, LLC—Series J, Silverstone II, LLC— 

Series K (Class 1), Silverstone II, LLC— 

Series K (Class 2), Silverstone III, L.P., 

StepStone A Opportunities Fund, L.P., 

StepStone Aegon Opportunities Fund, 

LP.—Series A, StepStone Aegon 

Opportunities Fund, LP.—Series B, 

StepStone AMP Opportunities Fund, 

L.P., StepStone AMP Opportunities 

Fund, L.P.—Series A, StepStone 

Atlantic Fund, L.P.—Infrastructure 

Series 1 2011, StepStone Atlantic Fund, 

L.P.—Private Equity Series 1 2009, 

StepStone Atlantic Fund, L.P.—Private 

Equity Series 2 2012, StepStone Atlantic 

Fund, L.P.—Private Markets Series 1 

2014, StepStone Atlas Opportunities 

Fund II, L.P., StepStone Atlas 

Opportunities Fund LP, StepStone AZ 

China and Asia Opportunities Fund, 

L.P., StepStone AZ Secondary 

Opportunities Fund, L.P., StepStone 

Capital Partners II Cayman Holdings, 

L.P., StepStone Capital Partners II 

Onshore, L.P., StepStone Capital 

Partners III Offshore Holdings, L.P., 

StepStone Capital Partners III, L.P., 

StepStone Capital Partners IV Offshore 

Holdings, L.P., StepStone CC 

Opportunities Fund, LLC, StepStone 

CGC Opportunities I, L.P., StepStone 

Endurance L.P., StepStone European 

Fund SCS, SICAV–FIS—StepStone 

Capital Partners III Compartment, 

StepStone European Fund SCS, SICAV– 

FIS—StepStone Real Estate Partners III 

Compartment, StepStone Ferro 

Opportunities Fund, L.P., StepStone 

FSS Opportunities Fund, L.P., 

StepStone H Opportunities Fund, L.P., 

StepStone International Investors IV 

(Delaware), L.P., StepStone 

International Investors IV (Guernsey), 

L.P., StepStone JP Opportunities Fund 

II, L.P., StepStone JP Opportunities 

Fund, L.P., StepStone K Real Estate CoInvestment Fund, L.P., StepStone K 

Strategic Opportunities Fund II, L.P., 

StepStone K Strategic Opportunities 

Fund III, L.P., StepStone K Strategic 

Opportunities Fund, L.P., StepStone KF 

Private Equity Fund, L.P., StepStone 

Maple Opportunities Fund, L.P., 

StepStone Masters V Cayman Holdings, 

L.P., StepStone Masters V LP, StepStone 

Mexico I Co-Investment Opportunities 

Fund, L.P., StepStone Mexico I SPC, 

StepStone NL Opportunities Fund II, 

L.P., StepStone NL Opportunities Fund, 

L.P., StepStone NPS PE Fund, L.P.— 

Tranche B, StepStone OH Secondary 

Opportunities Fund, L.P., StepStone P 

Opportunities Fund, L.P., StepStone 

Phoenix Opportunities Fund, L.P., 

StepStone PIFSS Real Estate CoInvestment Fund, L.P., StepStone 

Pioneer Capital Europe II, L.P. 

Incorporated, StepStone Pioneer Capital 

Europe Opportunities Fund I, L.P. 

Incorporated, StepStone Pioneer Capital 

Europe Opportunities Fund IB, L.P. 

Incorporated, StepStone PPL Secondary 

Opportunities Fund, L.P., StepStone 

Private Access Partnership, L.P., 

StepStone Private Equity Partners III 

Cayman Holdings, L.P., StepStone 

Private Equity Partners Offshore II L.P., 

StepStone Private Equity Portfolio L.P., 

StepStone Real Estate Partners III 

Cayman, LP, StepStone Real Estate 

Partners III I Opportunities Fund, L.P., 

StepStone Real Estate Partners III 

Offshore, L.P., StepStone Real Estate 

Partners III TE, L.P., StepStone Real 

Estate Partners III, L.P., StepStone Real 

Estate Partners IV Parallel, L.P., 

StepStone Real Estate Partners IV, L.P., 

StepStone Rivas Private Equity Fund, 

L.P., StepStone Secondary 

Opportunities Fund II Offshore 

Holdings, L.P., StepStone Secondary 

Opportunities Fund II, L.P., StepStone 

Secondary Opportunities Fund III, L.P., 

StepStone Secondary Opportunities 

Fund, L.P., StepStone SEDCO European 

Opportunities Fund, L.P., StepStone 

SEDCO U.S. Opportunities Fund, L.P., 

StepStone Tactical Growth Fund II, L.P., 

StepStone Tactical Growth Fund 

Offshore Holdings, L.P., StepStone 

Tactical Growth Fund, L.P., StepStone 

UWF Secondary Opportunities Fund, 

L.P.—Series A, StepStone UWF 

Secondary Opportunities Fund, L.P.— 

Series B, StepStone XL Opportunities 


jbell on DSKJLSW7X2PROD with NOTICES
34800 Federal Register / Vol. 86, No. 123 / Wednesday, June 30, 2021 / Notices 

Fund II–A, L.P., StepStone XL 

Opportunities Fund, L.P., Terrace 

Investment Holdings, LLC, StepStone R 

Co-Investment Partnership, L.P., 

StepStone C Strategic Core 

Infrastructure Partnership, L.P., Sunsira 

Infrastructure Fund, LLC, StepStone G 

Infrastructure Opportunities, L.P., 

StepStone Scorpio Infrastructure 

Opportunities Fund, L.P., StepStone KF 

Infrastructure Fund II, L.P., StepStone K 

Infrastructure Opportunities Fund, L.P., 

UK Canadian Hydro Holdco A Limited, 

StepStone KF Infrastructure Fund, L.P., 

StepStone NLGI Infrastructure 

Opportunities Fund, L.P., StepStone 

NPS Infrastructure Fund, L.P., Real 

Estate International Partnership Fund I, 

L.P., SRE Curator-TS, LP, SRE Maple 

Direct Investco, LP, SRE Maple REIT 

Investco, LP, Real Estate Domestic 

Partnership Fund I, L.P., Real Estate 

Global Partnership Fund II, L.P., SRE 

Care—Investco, L.P., SRE Colt Devco— 

Investco, L.P., SRE Colt OPCO— 

Investco, L.P., SRE Curator—Investco, 

L.P., SRE Encore—Investco, L.P., SRE 

Freyja—Investco, L.P., SRE Hasso— 

Investco, L.P., SRE Magnesia—Investco, 

L.P., SRE Panther—Investco, L.P., and 

SRE Preservation—Investco, L.P., SRE 

Ripple—Investco LP, SRE Stern Debt— 

Investco, L.P., SRE Stern Equity— 

Investco, L.P., SREP III COLT OPCO 

REIT, LLC, SREP III Flight—Investco, 

L.P., Sunstone Real Estate, L.P., Bridge 

Village Limited, StepStone E 

Opportunities Fund, L.P., StepStone E 

Offshore Opportunities Fund, L.P., 

StepStone M Opportunities Fund, L.P., 

StepStone LMM Opportunities Fund I, 

L.P.—Series A, StepStone LMM 

Opportunities Fund I, L.P.—Series B, 

Multibrand SICAV–SIF—Valida Private 

Equity Fund, Heathrow Forest Asia 

Opportunities Fund, L.P., StepStone 

NPS PE Fund II, L.P., LCIV 

Infrastructure Fund, StepStone B 

Infrastructure Opportunities Fund, L.P., 

StepStone NPS Infrastructure Fund II, 

L.P., Swiss Capital FPT Private Debt 

Fund L.P., Swiss Capital GPIM Private 

Debt Fund L.P., Swiss Capital HPS 

Private Debt Fund L.P., SC ACM Private 

Debt Fund L.P., SC Co-Investments 

Private Debt Fund L.P., SC NXT Capital 

Private Debt Fund L.P., SC ACA Private 

Debt Fund L.P., Swiss Capital HYS 

Private Debt Fund L.P., Swiss Capital 

KKR Private Debt Fund L.P., Swiss 

Capital Capitala Private Debt Fund L.P., 

SC BTC Private Debt Fund L.P., Swiss 

Capital KA Private Debt Fund L.P., 

Swiss Capital TLCP Private Debt Fund 

L.P., Swiss Capital DCM Private Debt 

Fund L.P., Swiss Capital PD (Offshore) 

Funds SPC, SC FPT Private Debt 

Offshore SP, SC NXT Capital Private 

Debt Offshore SP, SC ACA Private Debt 

Offshore SP, Swiss Capital CAPITALA 

Private Debt Offshore SP, Swiss Capital 

BTC Private Debt Offshore SP, Swiss 

Capital Co-Investments Private Debt 

Offshore SP, Swiss Capital HYS Private 

Debt Offshore SP, Swiss Capital ASP 

Private Debt Offshore SP, SC ACM 

Private Debt Offshore SP, Swiss Capital 

KA Private Debt Offshore SP, StepStone 

Private Debt Secondary Funds SPC, SC 

DCM Secondary SP, Swiss Capital 

Alternative Strategies Funds SPC, SC 

Alternative Strategy 1 SP, SC 

Alternative Strategy 2 SP, SC 

Alternative Strategy 3 SP, SC 

Alternative Strategy 4 SP, SC 

Alternative Strategy 5 SP, SC 

Alternative Strategy 6 SP, SC 

Alternative Strategy 7 SP, SC 

Alternative Strategy 8 SP, SC 

Alternative Strategy 9 SP, SC 

Alternative Strategy 10 SP, SC 

Alternative Strategy 11 SP, SC 

Alternative Strategy 12 SP, SC 

Alternative Strategy 13 SP, SC 

Alternative Strategy 14 SP, StepStone 

ADF Opportunities Fund L.P., SC 

CWMAA Senior Corporate Lending L.P., 

Senior Corporate Lending Enhanced I 

Fund L.P., SCL XL I Fund L.P., SSG 

NLGI Private Debt Funds SPC, SSG 

NLGI European Direct Lending SP, SSG 

ME Private Debt Fund LP, Swiss Capital 

BG OL Private Debt Fund LP, Swiss 

Capital Alternative Strategies Funds II 

SPC, SC Alternative Strategy A SP, 

StepStone Real Estate Partners IV 

Europe SCS, StepStone Secondary 

Opportunities Fund IV Europe Holdings 

SCSp, Swiss Capital PRO Loan V plc, 

Swiss Capital PRO Loan VII plc, Swiss 

Capital Private Markets Funds, LG 

Income Fund, SC LV Private Debt Fund, 

Swiss Capital Private Markets II Funds, 

AGON Fund, Senior Corporate Lending 

Fund I, EuroPrima Fund, CWPS Global 

Infrastructure Fund, Senior Corporate 

Lending Europe Fund, Swiss Capital 

Credit Strategies ICAV, LG Direct 

Lending Platform Fund, SC LV Private 

Debt Platform Fund, Swiss Capital 

Credit Strategies II ICAV, 3SC PRIDE 

Fund, SSG Valluga Fund, Swiss Capital 

PRO Colours Funds plc, SC New Targets 

Funds, SC Target D Fund, SC Target O 

Fund, Oceanic Global Investment Funds 

plc, Pacific Ocean Fund, Swiss Capital 

Non-Traditional Funds, Swiss Capital 

PRO Non-Traditional Funds, Swiss 

Capital PRO Matrix Fund, Swiss Capital 

PRO Disintermediation I Fund, Swiss 

Capital PRO Unicum Fund, Swiss 

Capital PRO SST Fund, SC Private Debt 

Fund III L.P., Swiss Capital European 

Private Debt Funds I (SICAV) SCSp, 

ACM European Private Debt Fund, BLK 

European Private Debt Fund, TKH 

European Private Debt Fund, CoInvestment European Private Debt Fund, 

Apera European Private Debt Fund, CVC 

CP SSG European Private Debt Fund, 

TEREF LUX I, HCM European Private 

Debt Fund, Bridgepoint European 

Private Debt Fund, StepStone Trade 

Finance ICAV, StepStone Trade Finance 

Fund, Swiss Capital Credit Strategies III 

ICAV, PR Private Debt Fund, Swiss 

Capital Private Markets III, PR Private 

Debt Platform Fund, SSG Credit 

Strategies IV ICAV, SSG GEN Credit 

Fund I, SSG Credit Strategies V ICAV, 

and SSG GEN Credit Fund II 

(collectively, the ‘‘Existing Affiliated 

Investors’’). 

FILING DATES: The application was filed 

on January 22, 2020 and amended on 

May 13, 2021. 

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. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on July 14, 

2021, and should be accompanied by 

proof of service on the 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 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Stephen Jacobs at sjacobs@

icapitalnetwork.com and Richard 

Horowitz at richard.horowitz@

dechert.com. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819 or Lisa Reid Ragen, Branch Chief, 

at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Company was organized under 

Delaware law as a statutory trust for the 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 123 / Wednesday, June 30, 2021 / Notices 34801 

1 ‘‘Objectives and Strategies’’ means a Regulated 

Entity’s (as defined below) investment objectives 

and strategies, as described in the Regulated 

Entity’s registration statement on Form N–2, other 

filings the Regulated Entity has made with the 

Commission under the Securities Act of 1933 (the 

‘‘Securities Act’’), or under the Securities Exchange 

Act of 1934, and the Regulated Entity’s reports to 

shareholders. 

2The term ‘‘Board’’ refers to the board of trustees 

of the Company and the board of directors or 

trustees of any other Regulated Entity, as the 

context may require. 

3Altegris KKR Commitments Master Fund, et al., 

Investment Company Act Release No. 32265 

(September 19, 2016) (notice) and 32319 (October 

17, 2016) (order). 

4 In reliance on the Commission staff no-action 

letter issued to Innovator Capital Management, LLC, 

et al. (pub. avail. October 6, 2017) and oral 

discussions with the Commission staff, the 

Applicants intend to rely on the Prior Order as if 

the Prior Order extended to iCapital RF Adviser 

until the earlier of the receipt of the Order or 150 

days from January 29, 2021. During such time, 

iCapital RF Adviser will comply with the terms and 

conditions in the Prior Order imposed on the 

Company’s previous investment adviser as though 

such terms and conditions were imposed directly 

on iCapital RF Adviser. When and if the Order is 

granted by the Commission, the Applicants would 

then rely on the Order, with the result that no 

person will continue to rely on the Prior Order. 

5 ‘‘Regulated Entity’’ means the Company and any 

Future Regulated Entity. ‘‘Future Regulated Entity’’ 

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 is an iCapital Advisor and (c) 

whose investment sub-adviser is a StepStone 

Affiliated Adviser. ‘‘iCapital Adviser’’ means 

iCapital RF Adviser, or any future investment 

adviser that (i) controls, is controlled by or is under 

common control with iCapital RF Adviser, (ii) is 

registered as an investment adviser under the 

Advisers Act, and (iii) is not a Regulated Entity or 

a subsidiary of a Regulated Entity. ‘‘StepStone 

Affiliated Adviser’’ means any Existing StepStone 

Affiliated Adviser or any future investment adviser 

that (i) controls, is controlled by or is under 

common control with StepStone Group, (ii) is 

registered as an investment adviser under the 

Advisers Act, and (iii) is not a Regulated Entity or 

a subsidiary of a Regulated Entity. 

6 ‘‘Affiliated Investors’’ means the Existing 

Affiliated Investors and any Future Affiliated 

Investor. ‘‘Future Affiliated Investor’’ means an 

entity (a) whose investment adviser is a StepStone 

Affiliated Adviser, (b) that would be an investment 

company but for section 3(c)(1) or 3(c)(7) of the Act 

and (c) that intends to participate in the CoInvestment Program. 

7All existing entities that currently intend to rely 

upon the requested Order have been named as 

applicants. Any other existing or future entity that 

subsequently relies on the Order will comply with 

the terms and conditions of the application. 

8The term ‘‘Wholly-Owned Investment 

Subsidiary’’ means an entity (i) that is whollyowned by a Regulated Entity (with such Regulated 

Entity at all times holding, beneficially and of 

record, 100% of the voting and economic interests); 

(ii) whose sole business purpose is to hold one or 

more investments on behalf of the Regulated Entity 

(and, in the case of an entity that is licensed by the 

Small Business Administration to operate under the 

Small Business Investment Act of 1958, as amended 

(the ‘‘SBA Act’’), as a small business investment 

company (an ‘‘SBIC’’), to maintain a license under 

the SBA Act and issue debentures guaranteed by 

the Small Business Administration); (iii) with 

respect to which the Regulated Entity’s Board has 

the sole authority to make all determinations with 

respect to the entity’s participation under the 

conditions of the application; and (iv) that would 

be an investment company but for section 3(c)(1) or 

3(c)(7) of the Act. All subsidiaries participating in 

the Co-Investment Program will be Wholly-Owned 

Investment Subsidiaries and will have Objectives 

and Strategies that are either substantially the same 

as, or a subset of, their parent Regulated Entity’s 

Objectives and Strategies. A subsidiary that is an 

SBIC may be a Wholly-Owned Investment 

Subsidiary if it satisfies the conditions in this 

definition. 

purpose of operating as an externallymanaged, non-diversified, closed-end 

management investment company. The 

Company is a registered investment 

company under the Act. The Company’s 

Objectives and Strategies 1 are to seek 

long-term capital appreciation and the 

Company intends to allocate at least 

80% of its assets to private equity-type 

investments sponsored or advised by 

Kohlberg Kravis Roberts & Co. L.P. 

(‘‘Kohlberg Kravis Roberts’’) or an 

affiliate of Kohlberg Kravis Roberts 

(collectively with its affiliates, ‘‘KKR’’), 

including primary offerings and 

secondary acquisitions of interests in 

alternative investment funds that pursue 

private equity strategies and coinvestment opportunities in operating 

companies presented by such KKR 

investment funds. The Company may at 

any time determine to allocate its assets 

to investments not sponsored, issued by 

or otherwise linked to, KKR, or its 

affiliates and to strategies and asset 

classes not representative of private 

equity. The Company has a five member 

board of trustees (‘‘Board’’),2 which 

currently includes four persons who are 

not ‘‘interested persons’’ of the 

Company within the meaning of section 

2(a)(19) of the Act. 

2. The Company and certain of its 

affiliates have previously participated in 

a co-investment program in connection 

with an exemptive order issued by the 

Commission on October 17, 2016 (the 

‘‘Prior Order’’) 3 granting substantially 

the same relief as is sought in the 

application. On January 29, 2021, 

iCapital RF Adviser became the 

investment adviser to the Company, at 

which time none of the Applicants were 

permitted to continue to rely on the 

Prior Order.4 iCapital RF Adviser was 

formed under Delaware law as a limited 

liability company on August 18, 2020, 

and is registered with the Commission 

as an investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). 

3. StepStone Group is a Delaware 

limited partnership and is registered 

with the Commission as an investment 

adviser under the Advisers Act. 

StepStone Group serves as the subadviser to the Company. 

4. Each Existing Affiliated Investor is 

a privately-offered fund that would be 

an investment company but for section 

3(c)(1) or 3(c)(7) of the Act. An Existing 

StepStone Affiliated Adviser serves as 

the investment adviser to each Existing 

Affiliated Investor. Each Existing 

StepStone Affiliated Adviser either 

directly or indirectly controls, is 

controlled by, or is under common 

control with StepStone Group, and is 

registered as an investment adviser 

under the Advisers Act. 

5. Applicants seek an order (‘‘Order’’) 

to permit one or more Regulated 

Entities 5 and/or one or more Affiliated 

Investors 6 to participate in the same 

investment opportunities through a 

proposed co-investment program (the 

‘‘Co-Investment Program’’) where such 

participation would otherwise be 

prohibited under sections 17(d) and 

57(a)(4) and the rules under the Act. For 

purposes of the application, ‘‘CoInvestment Transaction’’ means any 

transaction in which a Regulated Entity 

(or its Wholly-Owned Investment 

Subsidiary, as defined below) 

participated together with one or more 

other Regulated Entities and/or one or 

more Affiliated Investors in reliance on 

the requested Order. ‘‘Potential CoInvestment Transaction’’ means any 

investment opportunity in which a 

Regulated Entity (or its Wholly-Owned 

Investment Subsidiary) could not 

participate together with one or more 

Affiliated Investors and/or one or more 

other Regulated Entities without 

obtaining and relying on the Order.7

The term ‘‘Advisor’’ means any iCapital 

Adviser or any StepStone Affiliated 

Adviser. 

6. Applicants state that a Regulated 

Entity may, from time to time, form a 

Wholly-Owned Investment Subsidiary.8

Such a subsidiary would be prohibited 

from investing in a Co-Investment 

Transaction with any Affiliated Investor 

because it would be a company 

controlled by its parent Regulated Entity 

for purposes of section 57(a)(4) and rule 

17d–1. Applicants request that each 

Wholly-Owned Investment Subsidiary 

be permitted to participate in CoInvestment Transactions in lieu of its 

parent Regulated Entity and that the 

Wholly-Owned Investment Subsidiary’s 

participation in any such transaction be 

treated, for purposes of the requested 

Order, as though the parent Regulated 

Entity were participating directly. 

Applicants represent that this treatment 

is justified because a Wholly-Owned 

Investment Subsidiary would have no 

purpose other than serving as a holding 

vehicle for the Regulated Entity’s 

investments and, therefore, no conflicts 

of interest could arise between the 


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9Applicants represent that the iCapital Advisers 

will not source any Potential Co-Investment 

Transactions under the requested Order. 

10 ‘‘Eligible Trustees’’ means the trustees or 

directors of a Regulated Entity that are eligible to 

vote under section 57(o) of the Act. 

11 In the case of a Regulated Entity that is a 

registered closed-end fund, the trustees or directors 

that make up the Required Majority will be 

determined as if the Regulated Entity were a BDC 

subject to section 57(o). As defined in section 57(o), 

‘‘required majority’’ means ‘‘both a majority of a 

business development company’s directors or 

general partners who have no financial interest in 

such transaction, plan, or arrangement and a 

majority of such directors or general partners who 

are not interested persons of such company.’’ 

12The term ‘‘Independent Trustees’’ refers to the 

trustees or directors of any Regulated Entity that are 

not ‘‘interested persons’’ of the Regulated Entity 

within the meaning of section 2(a)(19) of the Act. 

Regulated Entity and the Wholly-Owned 

Investment Subsidiary. The Regulated 

Entity’s Board would make all relevant 

determinations under the conditions 

with regard to a Wholly-Owned 

Investment Subsidiary’s participation in 

a Co-Investment Transaction, and the 

Regulated Entity’s Board would be 

informed of, and take into 

consideration, any proposed use of a 

Wholly-Owned Investment Subsidiary 

in the Regulated Entity’s place. If the 

Regulated Entity proposes to participate 

in the same Co-Investment Transaction 

with any of its Wholly-Owned 

Investment Subsidiaries, the Board will 

also be informed of, and take into 

consideration, the relative participation 

of the Regulated Entity and the WhollyOwned Investment Subsidiary. 

7. It is anticipated that the StepStone 

Affiliated Advisers will periodically 

determine that certain investments a 

StepStone Affiliated Adviser 

recommends for a Regulated Entity 

would also be appropriate investments 

for one or more other Regulated Entities 

and/or one or more Affiliated Investors 

as Potential Co-Investment 

Transactions. Such a determination may 

result in the Regulated Entity, one or 

more other Regulated Entities and/or 

one or more Affiliated Investors coinvesting in certain investment 

opportunities. For each such investment 

opportunity, the Advisors to each 

Regulated Entity will independently 

analyze and evaluate the investment 

opportunity as to its appropriateness for 

such Regulated Entity taking into 

consideration the Regulated Entity’s 

Objectives and Strategies. 

8. Applicants state that iCapital RF 

Adviser serves as the Company’s 

investment adviser and either it or 

another iCapital Adviser will serve in 

the same capacity to any Future 

Regulated Entity, and that StepStone 

Group serves as the Company’s subadviser and either it or another 

StepStone Affiliated Adviser will serve 

in the same capacity to any Future 

Regulated Entity. Applicants represent 

that although a StepStone Affiliated 

Adviser will identify and recommend 

investments 9 for each Regulated Entity, 

prior to any investment by the 

Regulated Entity, the StepStone 

Affiliated Advisers will present each 

proposed investment to the relevant 

iCapital Adviser which has the 

authority to approve or reject all 

investments proposed for the Regulated 

Entity by a StepStone Affiliated 

Adviser. 

9. Applicants state that StepStone 

Group has an investment committee 

through which it will carry out its 

obligation under condition 1 to make a 

determination as to the appropriateness 

of a Potential Co-Investment 

Transaction for each Regulated Entity. 

Applicants represent that each 

StepStone Affiliated Adviser has 

developed a robust allocation process as 

part of its overall compliance policies 

and procedures. Applicants state that, in 

the case of a Potential Co-Investment 

Transaction, the applicable StepStone 

Affiliated Adviser would apply its 

allocation policies and procedures in 

determining the proposed allocation for 

the Regulated Entity consistent with the 

requirements of condition 2(a). 

10. Applicants state that, once the 

applicable StepStone Affiliated Adviser 

determined a proposed allocation for a 

Regulated Entity, such StepStone 

Affiliated Adviser would notify the 

applicable iCapital Adviser of the 

Potential Co-Investment Transaction 

and the StepStone Affiliated Adviser’s 

recommended allocation for such 

Regulated Entity. Applicants further 

state that the applicable iCapital 

Adviser would review the StepStone 

Affiliated Adviser’s recommendation for 

the Regulated Entity and would have 

the ability to ask questions of the 

StepStone Affiliated Adviser and 

request additional information from the 

StepStone Affiliated Adviser. 

Applicants further submit that if the 

applicable iCapital Adviser approved 

the investment for the Regulated Entity, 

the investment and all relevant 

allocation information would then be 

presented to the Regulated Entity’s 

Board for its approval in accordance 

with the conditions to the application. 

Applicants state that they believe the 

investment process that will unfold 

between the StepStone Affiliated 

Adviser and iCapital Advisers, prior to 

seeking approval from the Regulated 

Entity’s Board (which is in addition to, 

rather than in lieu of, the procedures 

required under the conditions of the 

application), is significant and provides 

for additional procedures and processes 

to ensure that the Regulated Entity is 

being treated fairly in respect of 

Potential Co-Investment Transactions. 

11. If the Advisors to a Regulated 

Entity determine that a Potential CoInvestment Transaction is appropriate 

for the Regulated Entity (and the 

applicable iCapital Adviser approves 

the investment for such Regulated 

Entity), and one or more other Regulated 

Entities and/or one or more Affiliated 

Investors may also participate, the 

Advisors will present the investment 

opportunity to the Eligible Trustees 10 of 

the Regulated Entity prior to the actual 

investment by the Regulated Entity. As 

to any Regulated Entity, a CoInvestment Transaction will be 

consummated only upon approval by a 

required majority of the Eligible 

Trustees of such Regulated Entity 

within the meaning of section 57(o) of 

the Act (‘‘Required Majority’’).11

12. With respect to the pro rata 

dispositions and follow-on investments 

provided in conditions 7 and 8, a 

Regulated Entity may participate in a 

pro rata disposition or follow-on 

investment without obtaining prior 

approval of the Required Majority if, 

among other things: (i) The proposed 

participation of each Regulated Entity 

and Affiliated Investor in such 

disposition is proportionate to its 

outstanding investments in the issuer 

immediately preceding the disposition 

or follow-on investment, as the case 

may be; and (ii) each Regulated Entity’s 

Board has approved that Regulated 

Entity’s participation in pro rata 

dispositions and follow-on investments 

as being in the best interests of the 

Regulated Entity. If the Board does not 

so approve, any such disposition or 

follow-on investment will be submitted 

to the Regulated Entity’s Eligible 

Trustees. The Board of any Regulated 

Entity may at any time rescind, suspend 

or qualify its approval of pro rata 

dispositions and follow-on investments 

with the result that all dispositions and/ 

or follow-on investments must be 

submitted to the Eligible Trustees. 

13. No Independent Trustee 12 of a 

Regulated Entity will have a financial 

interest in any Co-Investment 

Transaction. 

14. Applicants state that if an Adviser, 

its principals, or any person controlling, 

controlled by, or under common control 

with the Adviser or its principals, and 

any Affiliated Investors (collectively, 

the ‘‘Holders’’) own in the aggregate 

more than 25 percent of the outstanding 

voting shares of a Regulated Entity, then 


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13 ‘‘Available Capital’’ means (a) for each 

Regulated Entity, the amount of capital available for 

investment determined based on the amount of cash 

on hand, existing commitments and reserves, if any, 

the targeted leverage level, targeted asset mix and 

other investment policies and restrictions set from 

time to time by the Board of the applicable 

Regulated Entity or imposed by applicable laws, 

rules, regulations or interpretations and (b) for each 

Affiliated Investor, the amount of capital available 

for investment determined based on the amount of 

cash on hand, existing commitments and reserves, 

if any, the targeted leverage level, targeted asset mix 

and other investment policies and restrictions set 

by the Affiliated Investor’s directors, general 

partners or adviser or imposed by applicable laws, 

rules, regulations or interpretations. 

the Holders will vote such shares as 

required under Condition 15. 

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 

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 Entities that are 

registered closed-end investment 

companies. Similarly, with regard to 

BDCs, section 57(a)(4) of the Act makes 

it unlawful for any person who is 

related to a BDC in a manner described 

in section 57(b), acting as principal, 

knowingly to effect any transaction in 

which the BDC (or a company 

controlled by such BDC) is a joint or a 

joint and several participant with that 

person in contravention of rules as 

prescribed by the Commission. Because 

the Commission has not adopted any 

rules expressly under section 57(a)(4), 

section 57(i) provides that the rules 

under section 17(d) applicable to 

registered closed-end investment 

companies (e.g., rule 17d–1) are, in the 

interim, deemed to apply to transactions 

subject to section 57(a). Rule 17d–1, as 

made applicable to BDCs by section 

57(i), prohibits any person who is 

related to a BDC in a manner described 

in section 57(b), as modified by rule 

57b–1, from acting as principal, from 

participating in, or effecting any 

transaction in connection with, any 

joint enterprise or other joint 

arrangement or profit-sharing plan in 

which the BDC (or a company 

controlled by such BDC) is a participant, 

unless an application regarding the joint 

enterprise, arrangement, or profitsharing plan has been filed with the 

Commission and has been granted by an 

order entered prior to the submission of 

the plan or any modification thereof, to 

security holders for approval, or prior to 

its adoption or modification if not so 

submitted. 

2. 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. 

3. Applicants state that the Regulated 

Entities, by virtue of each having an 

iCapital Adviser, may be deemed to be 

under common control, and thus 

affiliated persons of each other under 

section 2(a)(3)(C) of the Act. Section 

17(d) and section 57(b) apply to any 

investment adviser to a closed-end fund 

or a BDC, respectively, including the 

sub-adviser. Thus, a StepStone 

Affiliated Adviser and any Affiliated 

Investors that it advises could be 

deemed to be persons related to 

Regulated Entities in a manner 

described by sections 17(d) and 57(b) 

and therefore prohibited by sections 

17(d) and 57(a)(4) and rule 17d–1 from 

participating in the Co-Investment 

Program. Applicants further submit that, 

because the StepStone Affiliated 

Advisers are ‘‘affiliated persons’’ of 

other StepStone Affiliated Advisers, 

Affiliated Investors advised by any of 

them could be deemed to be persons 

related to Regulated Entities (or a 

company controlled by a Regulated 

Entity) in a manner described by 

sections 17(d) and 57(b) and also 

prohibited from participating in the CoInvestment Program. 

4. Applicants state that they expect 

that that co-investment in portfolio 

investments by a Regulated Entity, one 

or more other Regulated Entities and/or 

one or more Affiliated Investors will 

increase favorable investment 

opportunities for each Regulated Entity. 

5. Applicants submit that the fact that 

the Required Majority will approve each 

Co-Investment Transaction before 

investment (except for certain 

dispositions or follow-on investments, 

as described in the conditions), and 

other protective conditions set forth in 

the application, will ensure that each 

Regulated Entity will be treated fairly. 

Applicants state that each Regulated 

Entity’s participation in the CoInvestment Transactions will be 

consistent with the provisions, policies 

and purposes of the Act and on a basis 

that is not different from or less 

advantageous than that of other 

participants. Applicants further state 

that the terms and conditions proposed 

herein will ensure that all such 

transactions are reasonable and fair to 

each Regulated Entity and the Affiliated 

Investors and do not involve 

overreaching by any person concerned, 

including iCapital Advisers or the 

StepStone Affiliated Advisers. 

Applicants’ Conditions 

Applicants agree that the Order will 

be subject to the following conditions: 

1. Each time a StepStone Affiliated 

Adviser considers a Potential CoInvestment Transaction for an Affiliated 

Investor or another Regulated Entity that 

falls within a Regulated Entity’s thencurrent Objectives and Strategies, the 

Advisors to the Regulated Entity will 

make an independent determination of 

the appropriateness of the investment 

for the Regulated Entity in light of the 

Regulated Entity’s then-current 

circumstances. 

2. a. If the Advisors to a Regulated 

Entity deem participation in any 

Potential Co-Investment Transaction to 

be appropriate for the Regulated Entity, 

the Advisors will then determine an 

appropriate level of investment for such 

Regulated Entity. 

b. If the aggregate amount 

recommended by the Advisors to a 

Regulated Entity to be invested by the 

Regulated Entity in the Potential CoInvestment Transaction, together with 

the amount proposed to be invested by 

the other participating Regulated 

Entities and Affiliated Investors, 

collectively, in the same transaction, 

exceeds the amount of the investment 

opportunity, the investment opportunity 

will be allocated among the Regulated 

Entities and such Affiliated Investors, 

pro rata based on each participant’s 

Available Capital 13 for investment in 

the asset class being allocated, up to the 

amount proposed to be invested by 

each. The Advisors to each participating 

Regulated Entity will provide the 

Eligible Trustees of each participating 

Regulated Entity with information 

concerning each participating party’s 

Available Capital to assist the Eligible 

Trustees with their review of the 

Regulated Entity’s investments for 

compliance with these allocation 

procedures. 

c. After making the determinations 

required in conditions 1 and 2(a) above, 

the Advisors to the Regulated Entity 

will distribute written information 

concerning the Potential Co-Investment 

Transaction, including the amount 

proposed to be invested by each 

Regulated Entity and any Affiliated 

Investor, to the Eligible Trustees of each 

participating Regulated Entity for their 

consideration. A Regulated Entity will 

co-invest with one or more other 

Regulated Entities and/or an Affiliated 

Investor only if, prior to the Regulated 

Entities’ and the Affiliated Investors’ 

participation in the Potential CoVerDate Sep<11>2014 17:47 Jun 29, 2021 Jkt 253001 PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 E:\FR\FM\30JNN1.SGM 30JNN1

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14This exception applies only to follow-on 

investments by a Regulated Entity in issuers in 

which that Regulated Entity already holds 

investments. 

Investment Transaction, a Required 

Majority concludes that: 

(i) The terms of the Potential CoInvestment Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Regulated Entity and its 

shareholders and do not involve 

overreaching in respect of the Regulated 

Entity or its shareholders on the part of 

any person concerned; 

(ii) the Potential Co-Investment 

Transaction is consistent with: 

(A) the interests of the Regulated 

Entity’s shareholders; and 

(B) the Regulated Entity’s then-current 

Objectives and Strategies; 

(iii) the investment by any other 

Regulated Entity or an Affiliated 

Investor would not disadvantage the 

Regulated Entity, and participation by 

the Regulated Entity would not be on a 

basis different from or less advantageous 

than that of any other Regulated Entity 

or Affiliated Investor; provided, that if 

any other Regulated Entity or any 

Affiliated Investor, but not the 

Regulated Entity itself, gains the right to 

nominate a director for election to a 

portfolio company’s board of directors 

or the right to have a board observer, or 

any similar right to participate in the 

governance or management of the 

portfolio company, such event shall not 

be interpreted to prohibit the Required 

Majority from reaching the conclusions 

required by this condition 2(c)(iii), if: 

(A) The Eligible Trustees will have 

the right to ratify the selection of such 

director or board observer, if any; and 

(B) the Advisors to the Regulated 

Entity agree to, and do, provide periodic 

reports to the Regulated Entity’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 

(C) any fees or other compensation 

that any other Regulated Entity or any 

Affiliated Investor or any affiliated 

person of any other Regulated Entity or 

an Affiliated Investor receives in 

connection with the right of one or more 

Regulated Entities or Affiliated Investors 

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 

the participating Affiliated Investors 

(who may each, in turn, share its 

portion with its affiliated persons) and 

any participating Regulated Entity in 

accordance with the amount of each 

party’s investment; and 

(iv) the proposed investment by the 

Regulated Entity will not benefit the 

Advisors, any other Regulated Entity or 

the Affiliated Investors 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 13, (B) to the 

extent permitted by section 17(e) and 

section 57(k) of the Act, as applicable, 

(C) in the case of fees or other 

compensation described in condition 

2(c)(iii)(C), or (D) indirectly, as a result 

of an interest in the securities issued by 

one of the parties to the Co-Investment 

Transaction. 

3. Each Regulated Entity has the right 

to decline to participate in any Potential 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. The Advisors will present to the 

Board of each Regulated Entity, on a 

quarterly basis, a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Entities or any of the 

Affiliated Investors during the 

preceding quarter that fell within the 

Regulated Entity’s then-current 

Objectives and Strategies that were not 

made available to the Regulated Entity, 

and an explanation of why the 

investment opportunities were not 

offered to the Regulated Entity. All 

information presented to the Board 

pursuant to this condition will be kept 

for the life of the Regulated Entity and 

at least two years thereafter, and will be 

subject to examination by the 

Commission and its staff. 

5. Except for follow-on investments 

made in accordance with condition 8,14

a Regulated Entity will not invest in 

reliance on the Order in any issuer in 

which another Regulated Entity or an 

Affiliated Investor or any affiliated 

person of another Regulated Entity or an 

Affiliated Investor is an existing 

investor. 

6. A Regulated Entity will not 

participate in any Potential CoInvestment Transaction unless the 

terms, conditions, price, class of 

securities to be purchased, settlement 

date, and registration rights will be the 

same for each participating Regulated 

Entity and Affiliated Investor. The grant 

to one or more Regulated Entities or 

Affiliated Investors, but not the 

Regulated Entity itself, 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 6, if conditions 

2(c)(iii)(A), (B) and (C) are met. 

7.a. If any Regulated Entity or 

Affiliated Investor elects to sell, 

exchange or otherwise dispose of an 

interest in a security that was acquired 

by one or more Regulated Entities and/ 

or Affiliated Investors in a CoInvestment Transaction, the Advisors 

will: 

(i) Notify each Regulated Entity that 

participated in the Co-Investment 

Transaction of the proposed disposition 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

participation by each Regulated Entity 

in the disposition. 

b. Each Regulated Entity 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 Investors and any other 

Regulated Entity. 

c. A Regulated Entity may participate 

in such disposition without obtaining 

prior approval of the Required Majority 

if: (i) The proposed participation of each 

Regulated Entity and each Affiliated 

Investor in such disposition is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition; (ii) the 

Regulated Entity’s Board has approved 

as being in the best interests of the 

Regulated Entity the ability to 

participate in such dispositions on a pro 

rata basis (as described in greater detail 

in the application); and (iii) the 

Regulated Entity’s Board is provided on 

a quarterly basis with a list of all 

dispositions made in accordance with 

this condition. In all other cases, the 

Advisors will provide their written 

recommendation as to the Regulated 

Entity’s participation to the Eligible 

Trustees, and the Regulated Entity will 

participate in such disposition solely to 

the extent that a Required Majority 

determines that it is in the Regulated 

Entity’s best interests. 

d. Each Regulated Entity and each 

Affiliated Investor will bear its own 

expenses in connection with the 

disposition. 

8.a. If any Regulated Entity or 

Affiliated Investor desires to make a 

‘‘follow-on investment’’ (i.e., an 

additional investment in the same 

entity, including through the exercise of 

warrants, conversion privileges or other 

rights to purchase securities of the 

issuer) in a portfolio company whose 

securities were acquired in a CoInvestment Transaction, the Advisors 

will: 

(i) Notify each Regulated Entity that 

participated in the Co-Investment 


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15Applicants are not requesting and the 

Commission is not providing any relief for 

transaction fees received in connection with any 

Co-Investment Transaction. 

Transaction of the proposed transaction 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed follow-on 

investment, by each Regulated Entity. 

b. A Regulated Entity may participate 

in such follow-on investment without 

obtaining prior approval of the Required 

Majority if: (i) The proposed 

participation of each Regulated Entity 

and each Affiliated Investor in such 

investment is proportionate to its 

outstanding investments in the issuer 

immediately preceding the follow-on 

investment; and (ii) the Regulated 

Entity’s Board has approved as being in 

the best interests of such Regulated 

Entity the ability to participate in 

follow-on investments on a pro rata 

basis (as described in greater detail in 

the application). In all other cases, the 

Advisors will provide their written 

recommendation as to such Regulated 

Entity’s participation to the Eligible 

Trustees, and the Regulated Entity will 

participate in such follow-on 

investment solely to the extent that the 

Required Majority determines that it is 

in such Regulated Entity’s best interests. 

c. If, with respect to any follow-on 

investment: 

(i) The amount of the opportunity 

proposed to be made available to any 

Regulated Entity is not based on the 

Regulated Entities’ and the Affiliated 

Investors’ outstanding investments 

immediately preceding the follow-on 

investment; and 

(ii) the aggregate amount 

recommended by the Advisors to be 

invested by the Regulated Entity in the 

follow-on investment, together with the 

amount proposed to be invested by the 

other participating Regulated Entities 

and the Affiliated Investors in the same 

transaction, exceeds the amount of the 

opportunity; then the Follow-On 

Investment opportunity will be 

allocated among them pro rata based on 

each participant’s Available Capital for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. 

d. The acquisition of follow-on 

investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and be subject to the other conditions 

set forth in the application. 

9. The Independent Trustees of each 

Regulated Entity will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Entities or 

Affiliated Investors that a Regulated 

Entity considered but declined to 

participate in, so that the Independent 

Trustees may determine whether all 

investments made during the preceding 

quarter, including those investments 

which the Regulated Entity considered 

but declined to participate in, comply 

with the conditions of the Order. In 

addition, the Independent Trustees will 

consider at least annually the continued 

appropriateness for such Regulated 

Entity of participating in new and 

existing Co-Investment Transactions. 

10. Each Regulated Entity will 

maintain the records required by section 

57(f)(3) of the Act as if each of the 

Regulated Entities were a BDC and each 

of the investments permitted under 

these conditions were approved by the 

Required Majority under section 57(f) of 

the Act. 

11. No Independent Trustee of a 

Regulated Entity will also be a trustee, 

director, general partner, managing 

member or principal, or otherwise an 

‘‘affiliated person’’ (as defined in the 

Act) of any Affiliated Investor. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act) shall, to the extent not payable by 

the Advisors under their respective 

advisory agreements with the Regulated 

Entities and the Affiliated Investors, be 

shared by the Regulated Entities and the 

Affiliated Investors in proportion to the 

relative amounts of the securities held 

or to be acquired or disposed of, as the 

case may be. 

13. Any transaction fee (including 

break-up or commitment fees but 

excluding brokers’ fees contemplated by 

section 17(e) or section 57(k) of the Act, 

as applicable) 15 received in connection 

with a Co-Investment Transaction will 

be distributed to the participating 

Regulated Entities and Affiliated 

Investors on a pro rata basis based on 

the amount they invested or committed, 

as the case may be, in such CoInvestment Transaction. If any 

transaction fee is to be held by an 

Advisor pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Advisor at a bank or banks having the 

qualifications prescribed in section 

26(a)(1) of the Act, and the account will 

earn a competitive rate of interest that 

will also be divided pro rata among the 

participating Regulated Entities and 

Affiliated Investors based on the amount 

they invest in the Co-Investment 

Transaction. None of the other 

Regulated Entities, Affiliated Investors, 

the Advisors nor any affiliated person of 

the Regulated Entities or the Affiliated 

Investors will receive additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction (other than 

(a) in the case of the Regulated Entities 

and the Affiliated Investors, the pro rata 

transaction fees described above and 

fees or other compensation described in 

condition 2(c)(iii)(C) and (b) in the case 

of the Advisors, investment advisory 

fees paid in accordance with the 

Regulated Entities’ and the Affiliated 

Investors’ investment advisory 

agreements). 

14. The Advisors to the Regulated 

Entities and Affiliated Investors will 

maintain written policies and 

procedures reasonably designed to 

ensure compliance with the foregoing 

conditions. These policies and 

procedures will require, among other 

things, that each of the Advisors to each 

Regulated Entity will be notified of all 

Potential Co-Investment Transactions 

that fall within a Regulated Entity’s 

then-current Objectives and Strategies 

and will be given sufficient information 

to make its independent determination 

and recommendations under conditions 

1, 2(a), 7 and 8. 

15. If the Holders own in the aggregate 

more than 25 percent of the shares of a 

Regulated Entity, then the Holders will 

vote such shares in the same 

percentages as the Regulated Entity’s 

other shareholders (not including the 

Holders) when voting on (1) the election 

of directors or trustees; (2) the removal 

of one or more directors or trustees; or 

(3) any other matter under either the Act 

or applicable State law affecting the 

Board’s composition, size or manner of 

election. 

16. Each Regulated Entity’s chief 

compliance officer, as defined in Rule 

38a–1(a)(4), will prepare an annual 

report for its Board that evaluates (and 

documents the basis of that evaluation) 

the Regulated Entity’s compliance with 

the terms and conditions of the 

application and the procedures 

established to achieve such compliance. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13910 Filed 6–29–21; 8:45 am] 

BILLING CODE 8011–01–P 


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