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Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 5 under the Act, hearing requests should state the nature of the writers 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 Commissions Secretary at Secretarys-Office@sec.gov.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, SecretarysOffice@sec.gov. Applicants:
Chris.Gimbert@
starmountaincapital.com and Richard.horowitz@dechert.com.
FOR FURTHER INFORMATION CONTACT:
Barbara T. Heussler, Senior Counsel, at 202 5516990 or Trace W. Rakestraw, Branch Chief, at 202 5516825
Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commissions 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 5518090.
Applicants Representations 1. The Fund is a Delaware limited partnership that will convert to a Delaware corporation that is a nondiversified, closed-end management investment company and intends to elect to be regulated as a business development company BDC under section 54a of the Act.2 The Funds investment objective is to create a diversified and current yielding portfolio composed primarily of senior and subordinated loans with equity upside investments in the U.S. small and medium-sized business SMBs market segment. The Fund invests primarily in privately negotiated loans and equity investments to SMBs generally with annual revenues greater than $15 million and earnings before interest, taxes, depreciation and amortization of less than $50 million.
The Fund generates revenues primarily through receipt of interest income from the investments it holds. The board of directors the Board 3 of the Fund will be comprised of five directors, three of whom are not interested persons, within the meaning of section 2a19 of 2 Section 2a48 defines a BDC to be any closedend investment company that operates for the purpose of making investments in securities described in sections 55a1 through 55a3 of the Act and makes available significant managerial assistance with respect to the issuers of such securities.
3 The term Board refers to the board of directors of any Regulated Fund.

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the Act Non-Interested Directors.
Prior to relying on the requested Order, the Fund will have filed an election to be regulated as a BDC under the Act.
2. The BDC Adviser is a limited liability company organized under the laws of the State of Delaware and is registered with the Commission under the Investment Advisers Act of 1940
the Advisers Act. The BDC Adviser serves as the investment adviser to the Fund and each of the Existing Affiliated Funds.
3. The Existing Affiliated Funds pursue strategies focused on investing in senior and subordinated loans with equity upside investments in U.S. small and medium-sized businesses. Each Existing Affiliated Fund is an entity whose investment adviser is the BDC
Adviser and that would be an investment company but for section 3c1 or 3c7 of the Act.
4. Applicants seek an order Order to permit a Regulated Fund 4 and one or more other Regulated Funds and/or one or more Affiliated Funds 5 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 section 17d and/or section 57a4 and rule 17d1 by a co-investing with each other in securities issued by issuers in private placement transactions in which an Adviser negotiates terms in addition to price; 6 and b making additional investments in securities of such issuers, including through the exercise of warrants, conversion privileges, and other rights to purchase securities of the issuers Follow-On Investments. CoInvestment Transaction means any transaction in which a Regulated Fund or its Wholly-Owned Investment Sub, as defined below participates together with one or more other Regulated Funds and/or one or more Affiliated Funds in
reliance on the requested Order.
Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund or its WhollyOwned 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.7
5. Applicants state that any of the Regulated Funds may, from time to time, form a Wholly-Owned Investment Sub.8 Such a subsidiary would be prohibited from investing in a CoInvestment Transaction with any Affiliated Fund or Regulated Fund because it would be a company controlled by its parent Regulated Fund for purposes of section 57a4 of the Act and rule 17d1 under the Act.
Applicants request that each WhollyOwned Investment Sub be permitted to participate in Co-Investment Transactions in lieu of its parent Regulated Fund and that the WhollyOwned Investment Subs participation in any such transaction be treated, for purposes of the Order, as though the parent Regulated Fund were participating directly. Applicants represent that this treatment is justified because a Wholly-Owned Investment Sub would have no purpose other than serving as a holding vehicle for the Regulated Funds investments and, therefore, no conflicts of interest could arise between the Regulated Fund and the Wholly-Owned Investment Sub. The Regulated Funds Board would make all relevant determinations under the conditions with regard to a WhollyOwned Investment Subs participation in a Co-Investment Transaction, and the Regulated Funds Board would be informed of, and take into consideration, any proposed use of a Wholly-Owned Investment Sub in the Regulated Funds place. If the Regulated Fund proposes to participate in the
4 Regulated Fund means the Fund and any Future Regulated Fund. Future Regulated Fund means any closed-end management investment company a that is registered under the Act or has elected to be regulated as BDC, b whose investment adviser is an Adviser, and c that intends to participate in the Co-Investment Program. The term Adviser means the BDC
Adviser and any future investment adviser that i controls, is controlled by, or is under common control with the BDC Adviser and ii is registered as an investment adviser under the Advisers Act.
5 Affiliated Fund means the Existing Affiliated Funds and any entity a whose investment adviser is an Adviser, b that would be an investment company but for section 3c1 or 3c7 of the Act, and c that intends to participate in the CoInvestment Program.
6 The term private placement transactions means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act of 1933 the Securities Act.

7 All 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.
8 The term Wholly-Owned Investment Sub means an entity i that is wholly-owned by a Regulated Fund with the Regulated Fund at all times holding, beneficially and of record, 100
percent of the voting and economic interests; ii whose sole business purpose is to hold one or more investments on behalf of the Regulated Fund; iii with respect to which the Regulated Funds Board has the sole authority to make all determinations with respect to the entitys participation under the conditions of the application; and iv that would be an investment company but for section 3c1 or 3c7 of the Act. All subsidiaries participating in Co-Investment Transactions will be Wholly-Owned Investment Subs and will have Objectives and Strategies as defined below that are either the same as, or a subset of, their parent Regulated Funds Objectives and Strategies.

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