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Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices
affiliated persons within the meaning of section 2a3C of the Act, individually or in the aggregate, do not control the issuer of the securities within the meaning of section 2a9 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 Funds 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 Independent Directors, may determine whether all Potential Co-Investment Transactions and Co-Investment Transactions during the preceding
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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 Funds 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 Funds chief compliance officer, as defined in rule 38a1a4, will prepare an annual report for its Board each year that evaluates and documents the basis of that evaluation the Regulated Funds 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 Independent Directors including the non-interested members of each Independent Party will consider at least annually whether continued participation in new and existing Co-Investment Transactions is in the Regulated Funds best interests.
11. Record Keeping. Each Regulated Fund will maintain the records required by section 57f3 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 57f.
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.

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14. Transaction Fees.30 Any transaction fee including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by section 17e or 57k 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 26a1, 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 2ciiiBz, ii brokerage or underwriting compensation permitted by section 17e or 57k or iii in the case of the Advisers, investment advisory compensation paid in accordance with investment advisory agreements between the applicable Regulated Funds or Affiliated Funds 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 Funds 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 Boards 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. 202113278 Filed 62321; 8:45 am BILLING CODE 801101P
30 Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.

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