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Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices
khammond on DSKJM1Z7X2PROD with NOTICES

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 1a, the Adviser will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Funds then-current circumstances.
2. Board Approvals of Co-Investment Transactions.
a If the Adviser deems a Regulated Funds 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 Funds investments for compliance with these Conditions.
c After making the determinations required in Condition 1b 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 Funds for their consideration. A Regulated Fund will enter into a Co-Investment Transaction with one or more other Regulated Funds or Affiliated Funds only if, prior to the Regulated Funds participation in the
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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 Funds equity holders; and B the Regulated Funds then-current Objectives and Strategies;
iii the investment by any other Regulated Funds or Affiliated Funds 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 Funds or Affiliated Funds participating in the transaction;
provided that the Required Majority shall not be prohibited from reaching the conclusions required by this Condition 2ciii 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 companys 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 Funds 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
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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 Funds in accordance with the amount of each such partys investment; and iv the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect 23 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 17e or 57k, 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 2ciiiBz.
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,24 a Regulated Fund will not invest in reliance on the Order in any issuer in which a Related Party has an investment.25
5. Same Terms and Conditions. A
Regulated Fund will not participate in any Potential Co-Investment Transaction unless i the terms, 23 For example, procuring the Regulated Funds 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.
24 This exception applies only to Follow-On Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments.
25 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 Regulated Funds, the Affiliated Funds and any other person described in Section 57b after giving effect to Rule 57b1 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 57b to Section 2a3D.
Remote Affiliate means any person described in Section 57e in respect of any Regulated Fund treating any registered investment company or series thereof as a BDC for this purpose and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that definition.

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