discretionary assessment. The Adviser to the Regulated Fund may from time to time recommend criteria for the Boards 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 its approval of any Board-Established Criteria, though the Applicants anticipate that, under normal
circumstances, the Board would not modify these criteria more often than quarterly.
Close Affiliate means the
Advisers, the 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).
Co-Investment Program means the proposed
co-investment program that would permit one or more Regulated Funds and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be
prohibited under Section 57(a)(4) 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;7 and (b) making Follow-On Investments (as defined below).
Co-Investment Transaction means any transaction in which a Regulated Fund
(or its Wholly-Owned Investment Sub, defined below) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.
Disposition means the sale, exchange or other disposition of an interest in a security of an issuer.
Eligible Directors means, with respect to a Regulated Fund and a Potential
Co-Investment Transaction, the members of the Regulated Funds Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the
Act (treating any registered investment company or series thereof as a BDC for this purpose).
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.
Future
Affiliated Fund means any entity (a) whose investment adviser (and sub-adviser(s), if any) 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 Rule 3a-7 under the Act, (c) that intends to participate in the Co-Investment Program
and (d) that is not a BDC Downstream Fund.
Future Proprietary Accounts means any account of an Adviser or
its affiliates or any company that is a direct or indirect, wholly- or majority- owned subsidiary of an Adviser or its affiliates, that is formed in the future that, from time to time, may hold various financial assets in a principal capacity.
Future Regulated Fund means any 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 (and sub-adviser(s), if any) is an Adviser and (c) that intends to participate in the Co-Investment Program.
Independent Director means a member 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.
7 |
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). |
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