No. 812-[ ]
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR AN AMENDED ORDER OF EXEMPTION
FROM THE PROVISIONS OF SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE 1940 ACT
PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) AND RULE 17d-1
CORPORATE
CAPITAL TRUST, INC., CORPORATE CAPITAL TRUST II, CNL FUND ADVISORS COMPANY AND CNL FUND ADVISORS COMPANY II, llc
450 S. Orange Avenue
Orlando, Florida 32801
(866) 745-3797
KOHLBERG
KRAVIS ROBERTS & CO. L.P., KKR Credit ADVISORS (US) LLC, KKR ASSET MANAGEMENT LTD., KKR CS ADVISORS I LLC, KKR FI ADVISORS
LLC, KKR FI ADVISORS IV LLC, KKR FI ADVISORS CAYMAN LTD., KKR FINANCIAL ADVISORS LLC, KKR FINANCIAL ADVISORS II LLC, KKR MEZZANINE
I ADVISORS LLC, KAM Advisors llc, KKR CAPITAL MARKETS HOLDINGS L.P., KKR CAPITAL MARKETS LLC, KKR CAPITAL MARKETS LIMITED, KKR
CAPITAL MARKETS ASIA LIMITED, KKR CORPORATE LENDING LLC, kkr Corporate lending (cayman) Limited, KKR CORPORATE LENDING (UK) LLC,
merchcap solutions llc, mcs capital markets llc, KKR DEBT INVESTORS II (2006) IRELAND LP, KKR DI 2006 LP, KKR CS III LIMITED, KKR
ASSOCIATES CS III L.P., 8 CAPITAL PARTNERS L.P., KKR FINANCIAL CLO 2005-1, LTD., KKR FINANCIAL CLO 2005-2, LTD., KKR FINANCIAL
CLO 2006-1, LTD., KKR FINANCIAL CLO 2007-1, LTD., KKR FINANCIAL CLO 2007-A, LTD., KKR FINANCIAL CLO 2009-1, LTD., KKR Financial
CLO 2011-1, LTD., KKR Financial CLO 2012-1, LTD., KKR Financial CLO 2013-1, LTD., KKR Financial CLO 2013-2, LTD., KKR Financial
CLO Holdings LLC, KKR CLO 9 LTD., KKR CLO 10 LTD., KKR FINANCIAL HOLDINGS, INC., KKR FINANCIAL HOLDINGS, LTD., KKR FINANCIAL HOLDINGS
LLC, KKR FINANCIAL HOLDINGS II, LLC, KKR FINANCIAL HOLDINGS III, LLC, KKR FINANCIAL HOLDINGS IV, LLC, KKR CORPORATE CREDIT PARTNERS
L.P., KKR MEZZANINE GP LLC, KKR ASSOCIATES MEZZANINE I L.P., KKR MEZZANINE PARTNERS I L.P., KKR MEZZANINE PARTNERS I SIDE-BY-SIDE
L.P., KKR TRS HOLDINGS, LTD., KKR CS II LIMITED, KKR ASSOCIATES CS II L.P., KKR-KEATS CAPITAL PARTNERS L.P., KKR CS I LIMITED,
KKR ASSOCIATES CS I L.P., kkr credit advisors (ireland), kkr credit advisors (UK) llp, KKR-MILTON CAPITAL PARTNERS L.P., KKR-MILTON
CO-INVESTMENTS L.P., KKR Lending Partners L.P., KKR Lending Partners II L.P., KKR Lending Partners Europe L.P., KKR Lending
Partners Funding LLC, KKR Lending Partners Funding II LLC, KKR Lending Partners Funding III LLC, KKRLP II Funding US LLC, KKR-VRS
Credit Partners L.P., KKR Special Situations (Domestic) Fund L.P., KKR Special Situations (Offshore) Fund L.P., KKR Special Situations
(Domestic) Fund II L.P., KKR Special Situations (Offshore) Fund II L.P., KKR Special Situations (EEA) Fund II L.P., KKR Strategic
Capital Institutional Fund LTD., KKR Strategic Capital Overseas Fund Ltd., KKR-CDP Partners L.P.,
KKR-PBPR Capital Partners L.P., KKR Credit Select (Domestic) Fund L.P., KKR Credit Select Funding LLC AND KKR INCOME OPPORTUNITIES
FUND
555 California Street, 50th Floor
San Francisco, CA 94104
(415) 315-3260
All Communications, Notices and Orders to:
Nicole Macarchuk, Esq.
General Counsel
KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
Telephone: (415) 315-3260 |
Kirk Montgomery, Esq.
General Counsel
CNL Fund Advisors Company
CNL Fund Advisors Company II, LLC
450 S. Orange Avenue
Orlando, FL 32801
Telephone: (866) 745-3797 |
Copies to:
Richard Horowitz, Esq.
Kenneth E. Young, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3525
(212) 698-3854 |
December 24, 2014
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of:
CORPORATE CAPITAL TRUST,
INC., CORPORATE CAPITAL
TRUST II, CNL FUND ADVISORS
COMPANY AND CNL FUND
ADVISORS COMPANY II, llc
450 S. Orange Avenue
Orlando, Florida 32801
(866) 745-3797
and
KOHLBERG KRAVIS ROBERTS & CO. L.P.
KKR Credit ADVISORS (US) LLC
KKR ASSET MANAGEMENT LTD.
KKR CS ADVISORS I LLC
KKR FI ADVISORS LLC
KKR FI ADVISORS IV LLC
KKR FI ADVISORS CAYMAN LTD.
KKR FINANCIAL ADVISORS LLC
KKR FINANCIAL ADVISORS II LLC
KKR MEZZANINE I ADVISORS LLC
kam advisors llc
KKR CAPITAL MARKETS HOLDINGS L.P.
KKR CAPITAL MARKETS LLC
KKR CAPITAL MARKETS LIMITED
KKR CAPITAL MARKETS ASIA LIMITED
KKR CORPORATE LENDING LLC
KKR Corporate Lending (Cayman) Limited
KKR CORPORATE LENDING (UK) LLC
merchcap solutions llc
mcs capital markets llc
KKR DEBT INVESTORS II (2006) IRELAND LP |
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APPLICATION FOR AN AMENDED ORDER OF EXEMPTION FROM THE PROVISIONS OF SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE 1940 ACT PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) AND RULE 17d-1 |
KKR DI 2006 LP
KKR CS III LIMITED
KKR ASSOCIATES CS III L.P.
8 CAPITAL PARTNERS L.P.
KKR FINANCIAL CLO 2005-1, LTD.
KKR FINANCIAL CLO 2005-2, LTD.
KKR FINANCIAL CLO 2006-1, LTD.
KKR FINANCIAL CLO 2007-1, LTD.
KKR FINANCIAL CLO 2007-A, LTD.
KKR FINANCIAL CLO 2009-1, LTD.
KKR Financial CLO 2011-1, LTD.
KKR Financial CLO 2012-1, LTD.
KKR Financial CLO 2013-1, LTD.
KKR Financial CLO 2013-2, LTD.
KKR Financial CLO Holdings LLC
KKR CLO 9 LTD.
KKR CLO 10 LTD.
KKR FINANCIAL HOLDINGS, INC.
KKR FINANCIAL HOLDINGS, LTD.
KKR FINANCIAL HOLDINGS LLC
KKR FINANCIAL HOLDINGS II, LLC
KKR FINANCIAL HOLDINGS III, LLC
KKR FINANCIAL HOLDINGS IV, LLC
KKR CORPORATE CREDIT PARTNERS L.P.
KKR MEZZANINE GP LLC
KKR ASSOCIATES MEZZANINE I L.P.
KKR MEZZANINE PARTNERS I L.P.
KKR MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
KKR TRS HOLDINGS, LTD.
KKR CS II LIMITED
KKR ASSOCIATES CS II L.P.
KKR-KEATS CAPITAL PARTNERS L.P.
KKR CS I LIMITED
KKR ASSOCIATES CS I L.P.
kkr credit advisors (ireland)
kkr credit advisors (UK) llp
KKR-MILTON CAPITAL PARTNERS L.P. |
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KKR-MILTON
CO-INVESTMENTS L.P.
KKR Lending Partners L.P.
KKR Lending Partners II L.P.
KKR Lending Partners Europe L.P.
KKR Lending Partners Funding LLC
KKR Lending Partners Funding II LLC
KKR Lending Partners Funding III LLC
KKRLP II Funding US LLC
KKR-VRS Credit Partners L.P.
KKR Special Situations (Domestic) Fund L.P.
KKR Special Situations (Offshore) Fund L.P.
KKR Special Situations (Domestic) Fund II L.P.
KKR Special Situations (Offshore) Fund II L.P.
KKR Special Situations (EEA) Fund II L.P.
KKR Strategic Capital Institutional Fund LTD.
KKR Strategic Capital Overseas Fund Ltd.
KKR-CDP Partners L.P.
KKR-PBPR Capital Partners L.P.
KKR Credit Select (Domestic) Fund L.P.
KKR Credit Select Funding LLC AND
KKR INCOME OPPORTUNITIES FUND
555 California Street, 50th Floor
San Francisco, CA 94104
(415) 315-3260
File No. 812-[ ]
Investment Company Act of 1940 |
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The following entities
hereby request an amended order (the “Amended Order”) of the U.S. Securities and Exchange Commission
(the “Commission”) under Sections 17(d), 57(a)(4) and 57(i) of the Investment Company Act of 1940, as
amended (the “1940 Act”),1 and Rule 17d-1 thereunder, permitting certain joint transactions
that otherwise may be prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1:
| • | Corporate Capital
Trust, Inc. (the “Company”); |
| • | Corporate Capital
Trust II (“CCT II”); |
| • | KKR Income Opportunities
Fund (“KIO”); |
| • | CNL Fund Advisors
Company (“CFA”); |
| • | CNL Fund Advisors
Company II, LLC (“CFA II”); |
| • | KKR Credit Advisors (US) LLC (f/k/a/ KKR Asset Management LLC) (“KKR Credit”); |
| • | Any investment adviser that may exist in the future that is (i) controlling, controlled by, or
under common control (as the term “control” is defined in Section 2(a)(9) of the 1940 Act) with, CFA and CFA II or
(ii) controlling, controlled by, or under common control (as the term “control” is defined in Section 2(a)(9) of the
1940 Act) with KKR Credit (each, a “Future Adviser” and collectively, the “Future Advisers”
and, together with CFA, CFA II and KKR Credit, each an “Adviser” and collectively, the “Advisers”); |
| • | The investment advisory subsidiaries of KKR Credit set forth on Schedule A hereto (collectively
with KKR Credit, the “KKR Credit Affiliated Advisers”); |
| • | Kohlberg Kravis Roberts & Co. L.P. (“KKR & Co.”) and its investment
advisory subsidiaries set forth on Schedule A hereto (other than the KKR Credit Affiliated Advisers) (collectively, with KKR &
Co., the “KKR & Co. Affiliated Advisers” and, together with the KKR Credit Affiliated Advisers, the
“KKR Affiliated Advisers”); |
| • | KKR Capital Markets Holdings L.P. and its capital markets subsidiaries set forth on Schedule A
hereto (collectively, the “KCM Companies”). The KCM Companies are indirect, wholly- or majority-owned
subsidiaries of KKR and, from time to time, may hold various financial assets in a principal capacity (in such capacity, “Existing
KKR Proprietary Accounts” and, together with any Future KKR Proprietary Account (as defined below), the “KKR
Proprietary Accounts”); |
| 1 | Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules
promulgated thereunder. |
| • | Any closed-end management investment
company that has elected to be regulated as a business development company (“BDC”)
under the 1940 Act2, is formed in the future, and is advised by CFA and
sub-advised by KKR Credit (“Future BDCs”); |
| • | Any closed-end management investment company that is formed in the future, and is advised by CFA
or by KKR Credit (“Future CEFs,” and collectively with Future BDCs, the Company, CCT II and KIO, each,
a “Regulated Entity” and collectively, the “Regulated Entities”); and |
| • | Investment funds and other vehicles affiliated with KKR & Co. L.P. (“KKR”)
set forth on Schedule A hereto, each of which is an entity whose investment adviser is a KKR Affiliated Adviser and that would
be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (including the Existing KKR Proprietary Accounts) (collectively,
the “Existing Affiliated Investors” and, together with the Regulated Entities, the KKR Affiliated Advisers
and the KCM Companies, the “Applicants”). |
The Amended Order would
supersede an exemptive order issued by the Commission on May 21, 2013 (the “Prior Order”)3
that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely
on the Prior Order if the Amended Order is granted.
CFA serves as the investment
adviser to the Company. CFA II will serve as the investment adviser to CCT II upon CCT II’s commencement of operations.
CFA, CFA II or a Future Adviser will serve as the investment adviser to any Future BDCs and Future CEFs. KKR Credit serves as
the sub-adviser to the Company and CCT II, and will serve as the sub-adviser to any Future BDCs and Future CEFs. KKR Credit also
serves as the investment adviser to KIO. CFA and KKR Credit are not affiliated persons (as defined in the 1940 Act). The relief
requested in this application for an Amended Order (the “Application”) would allow a Regulated Entity,
one or more other Regulated Entities and/or one or more Affiliated Investors4 to participate in the same investment
opportunities through a proposed co-investment program where such participation would otherwise be prohibited under Sections 17(d)
and 57(a)(4) and the rules under the 1940 Act (the “Co-Investment Program”). For purposes of this Application,
a “Co-Investment Transaction” shall mean any transaction in which a Regulated Entity (or a Blocker Subsidiary,
as defined below) participated together with one or more other Regulated Entities and/or one or more Affiliated Investors in reliance
on the Amended Order and a “Potential Co-Investment Transaction” shall mean any investment opportunity
in which a Regulated Entity (or a Blocker Subsidiary, as defined below) could not participate together with one or more other
Regulated Entities and/or one or more Affiliated Investors without obtaining and relying on the Amended Order.
| 2 | Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose
of making investments in securities described in Sections 55(a)(1) through 55(a)(3) of the 1940 Act and makes available significant
managerial assistance with respect to the issuers of such securities. |
| 3 | In the Matter of Corporate Capital Trust, Inc., et. al., Investment Company Act Release
Nos. 30494 (April 25, 2013) and 30526 (May 21, 2013) (order). |
| 4 | “Affiliated Investor” means (a) any Existing Affiliated
Investor; (b) any Future KKR Proprietary Account; or (c) any Future Affiliated Fund. “Future KKR Proprietary Account”
means an indirect, wholly- or majority-owned subsidiary of KKR that is formed in the future and, from time to time, may hold various
financial assets in a principal capacity. “Future Affiliated Fund” means an entity (a) whose investment
adviser is a KKR Affiliated Adviser or an investment adviser controlling, controlled by or under common control with KKR Credit;
and (b) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act. |
A Regulated Entity may,
from time to time, form a special purpose subsidiary (a “Blocker Subsidiary”) (a) whose sole business
purpose is to hold one or more investments on behalf of the Regulated Entity; (b) that is wholly-owned by the Regulated Entity
(with the Regulated Entity at all times holding, beneficially and of record, 100% of the voting and economic interests); (c) with
respect to which the Regulated Entity’s Board has the sole authority to make all determinations with respect to the Blocker
Subsidiary’s participation under the conditions to this Application; (d) that does not pay a separate advisory fee, including
any performance-based fee, to any person; and (e) that is an entity that would be an investment company but for Section 3(c)(1)
or 3(c)(7) of the 1940 Act. A Blocker Subsidiary would be prohibited from investing in a Co-Investment Transaction with any Affiliated
Investor because it would be a company controlled by the Regulated Entity for purposes of Section 57(a)(4) and rule 17d-1. Applicants
request that a Blocker Subsidiary be permitted to participate in Co-Investment Transactions in lieu of the Regulated Entity and
that the Blocker Subsidiary’s participation in any such transaction be treated, for purposes of the Amended Order, as though
the Regulated Entity were participating directly. Applicants represent that this treatment is justified because a Blocker 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 Regulated Entity and the Blocker Subsidiary. The Regulated Entity’s Board would make
all relevant determinations under the conditions with regard to a Blocker 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 Blocker Subsidiary
in the Regulated Entity’s place. If the Regulated Entity proposes to participate in the same Co-Investment Transaction with
any of its Blocker Subsidiaries, the Regulated Entity’s Board will also be informed of, and take into consideration, the
relative participation of the Regulated Entity and the Blocker Subsidiary.
Applicants do not seek
relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions
effected consistent with Commission staff no-action positions.5
| 5 | See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts
Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995). |
All existing entities that
currently intend to rely on the Amended Order have been named as Applicants and any existing or future entities that may rely on
the Amended Order in the future will comply with the terms and conditions of the Application.
I. GENERAL
DESCRIPTION OF APPLICANTS
The Company was organized
under the General Corporation Law of the State of Maryland on June 9, 2010 for the purpose of operating as an externally-managed,
non-diversified BDC. The Company’s investment objective is to provide shareholders with current income and, to a lesser extent,
long-term capital appreciation. A substantial portion of the Company’s portfolio consists of senior and subordinated debt,
and may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants,
options or other forms of equity participation. The Company may also separately purchase common or preferred equity interests in
transactions. The Company’s portfolio includes fixed-rate investments that generate absolute returns as well as floating-rate
investments that provide protection in rising interest rate and inflationary environments. In addition, the Company has made an
election to be treated for tax purposes as a regulated investment company (“RIC”) under the Internal
Revenue Code of 1986, as amended (the “Code”), and intends to continue to make such election in the future.
The Company’s principal place of business is 450 S. Orange Avenue, Orlando, Florida 32801.
CCT II was organized as
a statutory trust under the laws of the State of Delaware on August 12, 2014. CCT II will operate as an externally-managed, non-diversified
BDC, and has not yet commenced operations. CCT II’s investment objective will be to provide shareholders with current income
and, to a lesser extent, long-term capital appreciation. CCT II will serve as a master fund in a master/feeder fund structure where
two or more feeder funds, each a separate non-diversified closed-end management investment company with the same investment objectives
and strategies as those of CCT II, will invest substantially all of their net equity capital raised from the sale of their common
stock in CCT II. A substantial portion of CCT II’s portfolio will consist of senior and subordinated debt, and may take the
form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other
forms of equity participation. CCT II may also separately purchase common or preferred equity interests in transactions. CCT II’s
portfolio will include fixed-rate investments that generate absolute returns as well as floating-rate investments that provide
protection in rising interest rate and inflationary environments. In addition, CCT II will make an election to be treated for tax
purposes as a RIC under the Code, and intends to continue to make such election in the future. CCT II’s principal place of
business will be 450 S. Orange Avenue, Orlando, Florida 32801.
The Company and CCT II
will have the same five member board of directors (the “Company/CCT II Board”), of which three members
are not “interested persons” of the Company within the meaning of Section 2(a)(19) of the 1940 Act (the “Company/CCT
II Independent Directors”).
KIO was organized as a
statutory trust under the laws of the State of Delaware on March 17, 2011. KIO is a non-diversified, closed-end management investment
company registered under the 1940 Act whose primary investment objective is to seek a high level of current income with a secondary
objective of capital appreciation. KIO seeks to achieve its investment objectives by employing a dynamic strategy of investing
in a targeted portfolio of loans and fixed-income instruments of U.S. and non-U.S. issuers and implementing hedging strategies
in order to seek to achieve attractive risk-adjusted returns. KIO’s principal place of business is 555 California Street,
50th Floor, San Francisco, CA 94104.
KIO has a four member board
of trustees (the “KIO Board”), of which three members are not “interested persons” of KIO
within the meaning of Section 2(a)(19) of the 1940 Act (the “KIO Independent Directors”).
As used herein, the term
“Board” refers to the Company/CCT II Board, the KIO Board and the board of directors or trustees of any other Regulated
Entity, and the term “Independent Directors” refers to the Company/CCT II Independent Directors, the KIO Independent
Directors and the independent directors or trustees of any other Regulated Entity. No Independent Director will have a financial
interest in any Co-Investment Transaction.
CFA, a subsidiary of CNL
Financial Group, LLC (“CNL”), serves as the Company’s investment adviser. CFA is a Florida corporation
that has been continuously registered as an investment adviser since 1991. Historically, CFA has advised high-net-worth individuals,
pension and profit sharing plans, pooled investment vehicles, government entities and charitable organizations. CFA is registered
with the Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CNL is
a leading private investment management firm providing global real estate and alternative investment opportunities.
CFA II, a subsidiary of
CNL Financial Group, LLC (“CNL”), will serve as CCT II’s investment adviser. CFA II was established
as a Delaware limited liability company on November 13, 2014. CFA II is currently being registered as an investment adviser with
the Commission under the Advisers Act. CFA II expects to enter into an investment advisory agreement with CCT II to provide investment
advisory and administrative services, and to be responsible for the overall management of CCT II’s activities.
KKR is a leading global
investment firm with a 38-year history of leadership, innovation and investment excellence. Founded in 1976, KKR is a global firm
with offices around the world. It operates an integrated global platform for sourcing and executing investments across multiple
industries, asset classes and geographies. Since its inception, KKR has completed more than 245 private equity transactions with
a total transaction value in excess of $505 billion. As of September 30, 2014, it had $26.3 billion of corporate credit assets
under management.
Structured as a holding
company, KKR conducts its business through various subsidiaries, which include investment advisers and broker-dealers that are
registered or licensed by regulatory authorities in the jurisdictions in which they operate. These business activities include
managing and advising a number of investment funds, structured finance vehicles, co-investment vehicles, finance companies, managed
accounts and other entities and providing a broad range of capital markets services. KKR also holds various financial assets in
a principal capacity.
KKR Credit, a subsidiary
of KKR, serves as the Company’s sub-adviser. KKR Credit is a Delaware limited liability company that has been continuously
registered as an investment adviser with the Commission since 2008.
For management reporting
purposes, KKR organizes its business into three business segments: Private Markets, Public Markets, and Capital Markets and Principal
Activities.
1. Private Markets
Through its Private Markets
segment, KKR manages and sponsors a group of private equity funds and co-investment vehicles that invest capital for long-term
appreciation, either through controlling ownership of a company or strategic minority positions. KKR also manages and sources investments
in infrastructure, natural resources and real estate.
The Affiliated Investors
that are currently managed within the Private Markets segment are included under the heading Existing Affiliated Investors in Schedule
A hereto. Each of these Affiliated Investors is a separate and distinct legal entity and none is required to register as an investment
company under the 1940 Act. KKR & Co. serves as the investment adviser to these Affiliated Investors and, in some instances,
these Affiliated Investors are sub-advised by other KKR & Co. Affiliated Advisers. Each adviser to an Affiliated Investor will
be registered with the Commission as an investment adviser. KKR & Co. has been registered with the Commission under the Advisers
Act since 2008.
2. Public Markets
Through the Public Markets
segment, KKR manages KFN, a specialty finance company, as well as a number of investment funds, structured finance vehicles and
separately managed accounts that invest capital in (i) leveraged credit strategies, such as leveraged loans and high yield
bonds, (ii) liquid long/short equity strategies (iii) alternative credit strategies such as mezzanine investments, special
situations investments and direct senior lending.
The Affiliated Investors
that are currently managed within the Public Markets segment are included under the heading Existing Affiliated Investors in Schedule
A hereto. Each of these Affiliated Investors is a separate and distinct legal entity and none is required to register as an investment
company under the 1940 Act. These entities are advised by KKR Credit and other KKR Credit Affiliated Advisers, which also advise
separate accounts that are maintained with third party custodians and managed pursuant to investment advisory agreements with clients.
Each adviser to an Affiliated Investor will be registered with the Commission as an investment adviser.
3. Capital Markets and
Principal Activities
Through its Capital Markets
and Principal Activities segment, KKR conducts a broad range of capital markets activities, including acting as an underwriter,
placement agent, or other form of arranger or provider of debt and equity financing and carrying out other types of capital markets
services and broker-dealer activities. These activities are conducted through the KCM Companies, each of which is an indirect,
wholly- or majority-owned subsidiary of KKR. The KCM Companies include entities registered or authorized as broker-dealers or their
foreign equivalents in various countries in North America, Europe, Asia and Australia. In the United States, KKR conducts its broker-dealer
activities through KKR Capital Markets LLC, which has been registered with the Commission as a broker-dealer since 2007 and is
a member of the Financial Industry Regulatory Authority (FINRA). In addition to providing its capital markets and/or broker-dealer
activities, a KCM Company may, from time to time, hold various financial assets in a principal capacity.
II. RELIEF FOR PROPOSED CO-INVESTMENTS
| A. | Co-Investment in Portfolio Companies by Regulated Entities and Affiliated Investors |
1. Mechanics of the Co-Investment
Program
As previously described,
CFA serves as the Company’s investment adviser and administrator. CFA II is expected to serve as CCT II’s investment
adviser and administrator upon CCT II’s commencement of operations. CFA, CFA II or a Future Adviser will serve as the investment
adviser and administrator to any Future BDCs and Future CEFs. KKR Credit serves as the Company’s and CCT II’s sub-adviser
and will serve in the same capacity to any Future BDCs and Future CEFs. In addition, KKR Credit serves as KIO’s investment
adviser. CFA is responsible for the overall management of the Company’s activities, consistent with its fiduciary duties.
CFA II is expected to be responsible for the overall management of CCT II’s activities, consistent with its fiduciary duties.
KKR Credit is responsible for the day-to-day management of the Company’s, CCT II’s and KIO’s investment portfolios,
consistent with its fiduciary duties.
CFA provides its investment
advisory services under an investment advisory agreement with the Company, and provides its additional administrative services
under an administrative services agreement with the Company. CFA II will provide its investment advisory services under an investment
advisory agreement with CCT II, and will provide its additional administrative services under an administrative services agreement
with CCT II. KKR Credit provides its investment advisory services to the Company under an investment sub-advisory agreement between
CFA and KKR Credit, will provide its investment advisory services to CCT II under an investment sub-advisory agreement between
CFA II and KKR Credit (as amended from time to time, each a “Sub-Advisory Agreement”), and provides
investment advisory services to KIO under an investment advisory agreement with KIO. Importantly, the relationship between CFA
and KKR Credit is (and the relationship between CFA II and CCT II is expected to be) arm’s length, and KKR Credit may withdraw
on 120 days’ written notice.6
| 6 | Each Sub-Advisory Agreement may also be terminated by the Company or CCT II, as applicable, through
its board of directors/trustees or a vote of its shareholders in accordance with Section 15(a) of the 1940 Act. |
With respect to Regulated
Entities other than KIO, although KKR Credit will identify and recommend investments for such Regulated Entity, prior to any investment
by such Regulated Entity, the applicable Sub-Advisory Agreement requires KKR Credit to present each proposed investment to CFA
and/or CFA II, as applicable, which has the authority to approve or reject all investments proposed for such Regulated Entity
by KKR Credit. Through this authority to approve or reject any investment proposed by KKR Credit (with respect to Regulated Entities
other than KIO), CFA and/or CFA II, as applicable, will have ultimate authority with respect to such Regulated Entity’s investments,
subject in each case to the oversight of the Board.
It is anticipated that
KKR Credit or another KKR Affiliated Adviser will periodically determine that certain investments KKR Credit recommends for a Regulated
Entity would also be appropriate investments for one or more other Regulated Entities and/or one or more Affiliated Investors.
Such a determination may result in a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors
co-investing in certain investment opportunities.
Opportunities for Potential
Co-Investment Transactions may arise when advisory personnel of KKR Credit or a KKR Affiliated Adviser become aware of investment
opportunities that may be appropriate for a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated
Investors. Following issuance of the requested Amended Order, in such cases, the applicable Adviser(s) will be notified of such
Potential Co-Investment Transactions, and such investment opportunities may result in Co-Investment Transactions. For each such
investment opportunity, the applicable Adviser(s) will independently analyze and evaluate the investment opportunity as to its
appropriateness for each Regulated Entity taking into consideration the Regulated Entity’s Objectives and Strategies (as
defined below). If the applicable Adviser(s) determine that the opportunity is appropriate for one or more Regulated Entities
(and CFA, CFA II or KKR Credit, as applicable, approves the investment for each Regulated Entity for which it serves as investment
adviser), and one or more other Regulated Entities and/or one or more Affiliated Investors may also participate, the applicable
Adviser(s) will present the investment opportunity to the directors/trustees of a Regulated Entity eligible to vote under Section
57(o) of the 1940 Act (the “Eligible Directors”)7 prior to the actual investment by the Regulated
Entity. As to any Regulated Entity, a Co-Investment Transaction will be consummated only upon approval by a required majority
of the Eligible Directors of such Regulated Entity (“Required Majority”).
| 7 | With respect to KIO, “Eligible Directors” shall mean those trustees of KIO that are
not “interested persons” of KIO within the meaning of Section 2(a)(19) of the 1940 Act. |
KKR Credit has an investment
committee through which KKR Credit will carry out its obligation under condition 1 to make a determination as to the appropriateness
of the Potential Co-Investment Transaction for any Regulated Entity. In the case of a Potential Co-Investment Transaction, KKR
Credit would apply its allocation policies and procedures in determining the proposed allocation for the Regulated Entity consistent
with the requirements of condition 2(a). We note that KKR Credit, as a registered investment adviser, has developed a robust allocation
process as part of its overall compliance policies and procedures. KKR Credit’s allocation process is designed to allocate
investment opportunities fairly and equitably among its clients over time. While each KKR Credit client may not participate in
each investment opportunity because, for example, the client’s allocation would be less than its minimum investment size,
over time each KKR Credit client would participate in investment opportunities fairly and equitably. We note that each of the Company
and KIO has adopted (and CCT II will adopt) its own allocation policies and procedures, and each Regulated Entity will adopt its
own allocation policies and procedures, which incorporate KKR Credit’s allocation policies and procedures. In the case of
Regulated Entities other than KIO, KKR Credit would then notify CFA and/or CFA II, as applicable, of the Potential Co-Investment
Transaction and KKR Credit’s recommended allocation for each such Regulated Entity. CFA and/or CFA II, as applicable, would
present the Potential Co-Investment Transaction and KKR Credit’s proposed allocation to CFA’s and/or CFA II’s
investment committee for its approval. The CFA and/or CFA II investment committee would review KKR Credit’s recommendation
for each such Regulated Entity and would have the ability to ask questions of KKR Credit and request additional information from
KKR Credit. If the CFA and/or CFA II investment committee approved the investment for such Regulated Entity, the investment and
all relevant allocation information would then be presented to such Regulated Entity’s Board for its approval in accordance
with the conditions of this Application. We believe the investment process between KKR Credit and CFA and/or CFA II, prior to seeking
approval from such Regulated Entity’s Board, is significant and provides for additional procedures and processes to ensure
that each such Regulated Entity is being treated fairly in respect of Potential Co-Investment Transactions. These procedures are
in addition to, and not instead of, the procedures required under the conditions.
We acknowledge that some
of the Affiliated Investors may not be funds advised by KKR Credit or an affiliate because they are KKR Proprietary Accounts (i.e.,
a KCM Company investing in a principal capacity). We do not believe these KKR Proprietary Accounts should raise issues under the
conditions of this Application because KKR’s and KKR Credit’s allocation policies and procedures provide that investment
opportunities are offered to client accounts before they are offered to KKR Proprietary Accounts. We do not believe that the participation
of KKR Proprietary Accounts in the Co-Investment Program would raise any regulatory or mechanical concerns different from those
discussed with respect to the Affiliated Investors that are clients. In accordance with KKR Credit’s allocation policies
and procedures, Potential Co-Investment Transactions will be offered to, and allocated among, KKR Credit-advised funds, including
a Regulated Entity, based on each client’s particular Objectives and Strategies and in accordance with the conditions. If
the aggregate amount recommended by KKR Credit to be invested by KKR Credit-advised funds, including a Regulated Entity, in a Potential
Co-Investment Transaction were equal to or more than the amount of the investment opportunity, a KKR Proprietary Account would
not participate in the investment opportunity. If the aggregate amount recommended by KKR Credit to be invested by KKR Credit-advised
funds, including a Regulated Entity, in a Potential Co-Investment Transaction were less than the amount of the investment opportunity,
a KKR Proprietary Account would then have the opportunity to participate in the Potential Co-Investment Transaction in a principal
capacity. We note that a KKR Proprietary Account broker/dealer would generally seek to privately place such an investment opportunity
to one or more unaffiliated third-parties before investing in the investment opportunity in a principal capacity. KKR Credit and
CFA have implemented (and CFA II will implement) a robust allocation process to ensure that each Regulated Entity is treated fairly
in respect of the allocation of Potential Co-Investment Transactions. CFA, CFA II and each Regulated Entity’s Board will
be provided with all relevant information regarding KKR Credit’s proposed allocations to such Regulated Entity and Affiliated
Investors, including KKR Proprietary Accounts, as contemplated by the conditions hereof. With respect to Affiliated Investors that
are relying on the Amended Order for which a KKR Affiliated Adviser serves as investment adviser, KKR Credit and each KKR Affiliated
Adviser are subject to the same robust allocation process. As a result, all Potential Co-Investment Transactions that are presented
to a KKR Affiliated Adviser would also be presented to KKR Credit which, as required by condition 1, would make an independent
determination (with CFA and/or CFA II, in the case of Regulated Entities other than KIO) of the appropriateness of the investment
for a Regulated Entity. Therefore, we believe these allocation policies and procedures will ensure the Applicants’ ability
to comply with the conditions with respect to Affiliated Investors for which a KKR Affiliated Adviser serves as investment adviser.
To allow for an independent
review of co-investment activities, the Board of each Regulated Entity will receive, on a quarterly basis, a record of all investments
made by Affiliated Investors during the preceding quarter that: (1) were consistent with such Regulated Entity’s then current
Objectives and Strategies, but (2) were not made available to such Regulated Entity. This record will include an explanation of
why such investment opportunities were not offered to the Regulated Entity. Presently, KKR Credit’s allocation procedures
prohibit KIO (and would otherwise prohibit CCT II, once it is operational) from participating in Potential Co-Investment Transactions.
If the relief sought by this Application is granted, KKR Credit will amend its allocation procedures to allow any Regulated Entity
to invest in Potential Co-Investment Transactions in accordance with the conditions hereof. KKR Credit’s allocation process
is capable of tracking all of the information required by condition 4, which will be presented to CFA and/or CFA II (in the case
of Regulated Entities other than KIO) and the applicable Regulated Entity’s Board on a regular basis.
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 Affiliated Investor and each Regulated Entity 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 Directors. The Regulated Entity’s Board
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 Directors.
Each Regulated Entity’s
investment in a Co-Investment Transaction would be on the same terms, conditions, price, class of securities, settlement date and
registration rights as those applicable to any other Regulated Entity and any other Affiliated Investor.
2. Reasons for Co-Investing
It is expected that co-investment
in portfolio companies 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. The Advisers and the Board of each Regulated Entity believe
that it will be advantageous for a Regulated Entity to co-invest with one or more other Regulated Entities and/or one or more Affiliated
Investors and that such investments would be consistent with the Regulated Entity’s Objectives and Strategies (as defined
below).
a. For Regulated Entities
other than KIO
The Co-Investment Program
will be effected for a Regulated Entity only if it is approved by the Required Majority of such Regulated Entity on the basis that
it would be advantageous for such Regulated Entity to have the additional capital from other Regulated Entities and/or the Affiliated
Investors available to meet the funding requirements of attractive investments in portfolio companies. A BDC or closed-end fund
that makes investments of the type contemplated by a Regulated Entity typically limits its participation in any one transaction
to a specific dollar amount, which may be determined by legal or internally imposed prudential limits on exposure in a single investment.
In addition, the Code imposes diversification requirements on companies, such as Regulated Entities that seek certain favorable
tax treatment under Subchapter M of the Code. Consequently, in some circumstances, such a Regulated Entity might not be able to
commit to the entire amount of financing sought by an issuer. In such cases, the issuer is likely to reject an offer of funding
from the Regulated Entity due to the Regulated Entity’s inability to commit the full amount of financing required.
In view of the foregoing,
in cases where the Advisers identify investment opportunities requiring larger capital commitments, they must seek the participation
of other entities with similar investment styles. The ability to participate in Co-Investment Transactions that involve committing
larger amounts of financing would enable a Regulated Entity to participate in larger financing commitments, which would, in turn,
be expected to increase income, expand investment opportunities and provide better access to due diligence information for the
Regulated Entity. Indeed, a Regulated Entity’s inability to co-invest with one or more other Regulated Entities and/or one
or more Affiliated Investors could potentially result in the loss of beneficial investment opportunities for the Regulated Entity
and, in turn, adversely affect the Regulated Entity’s shareholders. For example, a Regulated Entity may lose some investment
opportunities if the Advisers cannot provide “one-stop” financing to a potential portfolio company. Portfolio companies
may reject an offer of funding arranged by the Advisers due to a Regulated Entity’s inability to commit the full amount of
financing required by the portfolio company in a timely manner (i.e., without the delay that typically would be associated
with obtaining single-transaction exemptive relief from the Commission). By reducing the number of occasions on which each Regulated
Entity’s individual or aggregate investment limits require the Advisers to arrange a syndicated financing with unaffiliated
entities, a Regulated Entity will likely be required to forego fewer suitable investment opportunities. With the assets of other
Regulated Entities and the Affiliated Investors available for co-investment, there should be an increase in the number of opportunities
accessible to the Regulated Entity.
Allowing for the types
of transactions described in this Application will generate greater deal flow, broaden the market relationships of the Regulated
Entity and allow the Regulated Entity to be more selective in choosing its investments so that the Regulated Entity can pursue
the most attractive risk-adjusted investments and optimize its portfolio. Enhanced selectivity and more favorable deal terms, pricing
and structure would also likely lead to closer relationships between the Regulated Entity and its portfolio companies, all of which
should create enhanced value for the Regulated Entity and its shareholders.
The Advisers and the Board
of each Regulated Entity also believe that co-investment by a Regulated Entity, one or more other Regulated Entities and/or the
Affiliated Investors will afford the Regulated Entity the ability to achieve greater diversification and, together with the other
Regulated Entities and the Affiliated Investors, the opportunity to exercise greater influence on the portfolio companies in which
the Regulated Entities and the Affiliated Investors co-invest.
b. For KIO
The Co-Investment Program
will be effected for KIO under circumstances that are much more limited than for the other Regulated Entities. KIO will participate
in the Co-Investment Program alongside one or more other Regulated Entities and/or one or more Affiliated Investors if it is approved
by the Required Majority of KIO on the basis that it would be advantageous for KIO to participate in certain Co-Investment Transactions
that are a restructuring and/or refinancing of existing KIO investments. The reason why KIO requires exemptive relief to participate
in such Co-Investment Transactions is that KKR Credit and/or the KCM Companies may be participating in such Co-Investment Transactions
in a manner that could cause KIO’s participation, alongside one or more other Regulated Entities and/or one or more Affiliated
Investors, to violate Section 17(d) of the 1940 Act. The exemptive relief with respect to KIO, if granted, would only be utilized
where KIO has already acquired a position in the secondary market, and would not be able to participate in a restructuring-type
transaction without exemptive relief.
1. Sections 17(d), 57(a)(4)
and 57(i) of the 1940 Act, and Rule 17d-1 thereunder
Section 17(d) of the 1940
Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the 1940 Act), or an affiliated person of such affiliated
person, of a registered closed-end investment company acting as principal, from effecting any transaction in which the registered
closed-end investment company is a joint or a joint and several participant, in contravention of such rules as the Commission may
prescribe for the purpose of limiting or preventing participation by the registered closed-end investment company on a basis different
from or less advantageous than that of such other participant. Rule 17d-1 under the 1940 Act generally prohibits participation
by a registered investment company and an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) or principal underwriter
for that investment company, or an affiliated person of such affiliated person or principal underwriter, 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.
Similarly, with regard
to BDCs, Section 57(a)(4) 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 and regulations as the Commission may prescribe for the purpose
of limiting or preventing participation by the BDC (or a controlled company) on a basis less advantageous than that of the other
participant. 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).8 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 profit-sharing 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. In considering whether to grant an application under Rule 17d-1, the Commission will consider
whether the participation by the BDC (or controlled company) in such joint transaction is consistent with the provisions, policies,
and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than
that of other participants.
2. Section 57(b) of the
1940 Act and Rule 57b-1 thereunder
Section 57(b), as modified
by Rule 57b-1, specifies the persons to whom the prohibitions of Section 57(a)(4) apply. These persons include the following: (1)
any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is, within
the meaning of Section 2(a)(3)(C), an affiliated person of any such person; or (2) any investment adviser or promoter of, general
partner in, principal underwriter for, or person directly or indirectly either controlling, controlled by, or under common control
with a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be
directly or indirectly under the control of a person who controls the BDC), or any person who is, within the meaning of Section
2(a)(3)(C) or (D), an affiliated person of such person.
| 8 | See Section 57(i) of the 1940 Act. |
Rule 57b-1 under the 1940
Act exempts certain persons otherwise related to a BDC in a manner described in Section 57(b)(2) of the 1940 Act from being subject
to the prohibitions of Section 57(a). Specifically, this rule states that the provisions of Section 57(a) shall not apply to any
person: (a) solely because that person is directly or indirectly controlled by a BDC, or (b) solely because that person is directly
or indirectly controlling, controlled by, or under common control with a person described in (a) of the rule or is an officer,
director, partner, copartner, or employee of a person described in (a) of the rule.
Section 2(a)(9) defines
“control” as the power to exercise a controlling influence over the management or policies of a company, unless such
power is solely the result of an official position with such company. The statute also sets forth the interpretation that any person
who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities
of a company shall be presumed to control such company; any person who does not so own more than 25 percent of the voting securities
of a company shall be presumed not to control such company; and a natural person shall be presumed not to be a controlled person.
Sections 2(a)(3)(C) and
(D) define an “affiliated person” of another person as: (C) any person directly or indirectly controlling, controlled
by, or under common control with, such other person; (D) any officer, director, partner, copartner, or employee of such other person.
Co-Investment Transactions
could be prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1 without a prior exemptive order of the Commission to the extent
that the Affiliated Investors fall within the categories of persons described by Section 17(d) and Section 57(b), as modified by
Rule 57b-1 thereunder. 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, KKR Credit 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. In addition, because other KKR Affiliated Advisers are “affiliated
persons” of KKR Credit, 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 Co-Investment Program. Finally, because KKR Proprietary Accounts are under common control with KKR Credit and, therefore,
are “affiliated persons” of KKR Credit, KKR Proprietary Accounts 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 Co-Investment Program.
Accordingly, Applicants
respectfully request an Amended Order of the Commission pursuant to Sections 17(d) and 57(i) and Rule 17d-1, to permit a Regulated
Entity, one or more other Regulated Entities and/or one or more Affiliated Investors to participate in the Co-Investment Program.
The Commission has granted
co-investment relief on numerous occasions in recent years including, in the case of the Prior Order, precedents involving a sub-adviser.
9 Applicants submit that the procedures set forth as conditions for the relief requested herein are consistent with
the range of investor protection found in the cited orders.
| F. | Applicants’ Legal Arguments |
Rule 17d-1 was promulgated
by the Commission pursuant to Section 17(d) and made applicable to BDCs pursuant to Section 57(i). Paragraph (a) of Rule 17d-1
permits an otherwise prohibited person, acting as principal, to participate in, or effect a transaction in connection with, a joint
enterprise or other joint arrangement or profit-sharing plan in which a BDC is a participant if an application regarding the joint
enterprise, arrangement, or profit-sharing plan has been filed with the Commission and has been granted by an order issued prior
to the submission of such plan or any modification thereof to security holders for approval, or prior to its adoption or modification
if not so submitted. Paragraph (b) of Rule 17d-1 states that in passing upon applications under that rule, the Commission will
consider whether the participation by the investment company in such joint enterprise, joint arrangement, or profit-sharing plan
on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation
is on a basis different from or less advantageous than that of other participants.
| 9 | See, e.g., Monroe Capital Corporation, et al. (File No. 812-14028), Release No. IC-31286
(October 15, 2014) (order), Release No. IC-31253 (September 19, 2014) (notice); Fifth Street Finance Corp., et al. (File
No. 812-14132), Release No. IC-31247 (September 9, 2014) (order), Release No. IC-31212 (August 14, 2014) (notice); Solar Capital
Ltd., et al. (File No. 812-14195), Release No. IC-31187 (July 28, 2014) (order), Release No. IC-31143 (July 1, 2014); WhiteHorse
Finance, Inc., et al. (File No. 812-14120), Release No. IC-31152 (July 8, 2014) (order), Release No. IC- 31080 (June 12, 2014)
(notice); PennantPark Investment Corp., et al. (File No. 812-14134), Release No. IC-31015 (Apr. 15, 2014) (order), Release
No. IC-30985 (Mar. 19, 2014) (notice); NF Investment Corp., et al. (File No. 812-14161), Release No. IC-30968 (Feb. 26,
2014) (order), Release No. IC-30900 (Jan. 31, 2014) (notice); Prospect Capital Corporation, et al. (File No. 812-14199),
Release No. IC-30909 (Feb. 10, 2014) (order), Release No. IC-30855 (Jan. 13, 2014) (notice); Medley Capital Corporation, et
al. (File No. 812-14020), Release No. IC-30807 (Nov. 25, 2013) (order), Release No. IC-30769 (Oct. 28, 2013) (notice); Stellus
Capital Investment Corporation, et al. (File No. 812-14061), Release No. IC-30754 (Oct. 23, 2013) (order), Release
No. IC-30739 (Sept. 30, 2013) (notice); FS Investment Corporation, et al. (File No. 812-13665), Release No. IC-30548
(June 4, 2013) (order), Release No. IC-30511 (May 9, 2013) (notice); Gladstone Capital Corporation, et al. (File No. 812-13878),
Release No. IC-30154 (July 26, 2012) (order), Release No. IC-30125 (June 29, 2012) (notice); Ridgewood Capital Energy Growth
Fund, LLC, et al. (File No. 812-13569), Release No. IC-28982 (Oct. 21, 2009) (order), Release No. IC-28931 (Sept. 25, 2009)
(notice). |
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 this Application, will
ensure that a Regulated Entity will be treated fairly. The conditions to which the requested relief will be subject are designed
to ensure that principals of the Advisers would not be able to favor the Affiliated Investors over a Regulated Entity through the
allocation of investment opportunities among them. Because almost every attractive investment opportunity for a Regulated Entity
will also be an attractive investment opportunity for the Affiliated Investors, Applicants submit that the Co-Investment Program
presents an attractive alternative to the institution of some form of equitable allocation protocol for the allocation of 100%
of individual investment opportunities to either the Regulated Entity or the Affiliated Investors as opportunities arise. For each
Potential Co-Investment Transaction, a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors
will be offered the opportunity to participate in the Potential Co-Investment Transactions on the same terms and conditions and,
if the aggregate amount recommended by KKR Credit to be invested by the Regulated Entities and all participating Affiliated Investors
exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based
on the ratio of each Regulated Entity’s capital available for investment in the asset class being allocated and the Affiliated
Investors’ capital available for investment in the asset class being allocated to the aggregated capital available for investment
for the asset class being allocated of all parties involved in the investment opportunity, up to the amount proposed to be invested
by each. Each Regulated Entity would have the ability to engage in follow-on investments in a fair manner consistent with the protections
of the other conditions. Each Regulated Entity would have the ability to participate on a proportionate basis, at the same price
and on the same terms and conditions in any sale of a security purchased in a Co-Investment Transaction. Further, 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 CFA, CFA II or KKR Credit. Applicants submit that
each Regulated Entity’s participation in the Co-Investment Transactions will be consistent with the provisions, policies
and purposes of the 1940 Act and on a basis that is not different from or less advantageous than that of other participants.
Applicants agree that any
Amended Order granting the requested relief will be subject to the following conditions:
1. Each
time KKR Credit or an advisor to any Affiliated Investor considers a Potential Co-Investment Transaction for an Affiliated Investor
that falls within a Regulated Entity’s then-current Objectives and Strategies,10 the applicable Adviser(s) 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 applicable Adviser(s) deem a Regulated Entity’s participation in any Potential Co-Investment Transaction
to be appropriate for the Regulated Entity, the applicable Adviser(s) will then determine an appropriate level of investment for
such Regulated Entity.
| 10 | “Objectives and Strategies” means (i) as it pertains to the Company,
the Company’s investment objectives and strategies, as described in the Company’s registration statement on Form N-2,
other filings the Company has made with the Commission under the Securities Act of 1933, as amended (the “1933 Act”),
or under the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the Company’s
reports to shareholders; (ii) as it pertains to CCT II, CCT II’s investment objectives and strategies, as will be described
in CCT II’s registration statement, other filings CCT II will make with the Commission under the 1934 Act and CCT II’s
reports to shareholders; and (iii) as it pertains to KIO, KIO’s investment objectives and strategies, as described in KIO’s
registration statement on Form N-2, other filings KIO has made with the Commission under the 1933 Act or under the 1934 Act, and
KIO’s reports to shareholders. |
b. If the aggregate
amount recommended by the applicable Adviser(s) to be invested in the Potential Co-Investment Transaction by each Regulated Entity,
together with the amount proposed to be invested by the Affiliated Investors, collectively, in the same transaction, exceeds the
amount of the investment opportunity, the amount of the investment opportunity will be allocated among the Regulated Entities and
such Affiliated Investors, pro rata based on the ratio of each Regulated Entity’s capital available for investment
in the asset class being allocated and the Affiliated Investors’ capital available for investment in the asset class being
allocated to the aggregated capital available for investment for the asset class being allocated of all parties involved in the
investment opportunity, up to the amount proposed to be invested by each. The applicable Adviser(s) will provide the Eligible Directors
of a Regulated Entity with information concerning each party’s available capital to assist the Eligible Directors 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 applicable Adviser(s) 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 Directors 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 Co-Investment Transaction, a Required Majority of the Eligible Directors concludes that:
(i) the terms of the Potential
Co-Investment Transaction, including the consideration to be paid, are reasonable and fair 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 is not on a basis different from or less advantageous than that of any other Regulated Entity or Affiliated Investor; provided,
that if another Regulated Entity or 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 a Required Majority of
the Eligible Directors from reaching the conclusions required by this condition 2(c)(iii), if:
(a) the Eligible Directors
will have the right to ratify the selection of such director or board observer, if any; and
(b) the applicable Adviser(s)
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, in turn, share their portion with their 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 applicable Adviser(s), any other Regulated Entity or the Affiliated Investors or any
affiliated person of either 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 under Sections 17(e) and 57(k) of the 1940 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. A Regulated Entity
will have the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed.
4. The applicable Adviser(s)
will present to the Board of each Regulated Entity, on a quarterly basis, a record of all investments 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, a Regulated Entity will not invest in reliance on the Amended 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 Co-Investment 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 Co-Investment Transaction, the applicable Adviser(s)
will:
(i) notify each Regulated
Entity of the proposed disposition at the earliest practical time; and
(ii) formulate a recommendation
as to participation by the 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 this 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 applicable Adviser(s) will provide their written recommendation
as to the Regulated Entity’s participation to the Eligible Directors, 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 or other rights to purchase securities of the issuer) in a portfolio
company whose securities were acquired by the Regulated Entity and the Affiliated Investor in a Co-Investment Transaction, the
applicable Adviser(s) will:
(i) notify the Regulated
Entity 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 the 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; (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 this Application); and (iii) the Regulated Entity’s Board is provided on a quarterly basis with a list
of all follow-on investments made in accordance with this condition. In all other cases, the applicable Adviser(s) will provide
their written recommendation as to such Regulated Entity’s participation to the Eligible Directors, 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 a follow-on
investment 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 applicable Adviser(s) to be invested by a Regulated Entity in the follow-on investment, together with the amount
proposed to be invested by the other Regulated Entities and the Affiliated Investors in the same transaction, exceeds the amount
of the opportunity; then the amount invested by each such party will be allocated among them pro rata based on the ratio
of each Regulated Entity’s capital available for investment in the asset class being allocated, on the one hand, and the
Affiliated Investors’ capital available for investment in the asset class being allocated, on the other hand, to the aggregated
capital available for investment for the asset class being allocated of all parties involved in the investment opportunity, 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 Co-Investment Transaction for all purposes and subject
to the other conditions set forth in the Application.
9. The Independent Directors
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 Directors 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 Amended
Order. In addition, the Independent Directors 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 1940 Act as if each of the Regulated Entities were a BDC and each
of the investments permitted under these conditions were approved by a Required Majority of the Eligible Directors under Section
57(f).
11. No Independent Director
of a Regulated Entity will also be a director, general partner, managing member or principal, or otherwise an “affiliated
person” (as defined in the 1940 Act) of any Affiliated Investor.
12. 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 1933 Act) shall, to the extent not payable
by the applicable Adviser(s) 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 to be
acquired or disposed of, as the case may be.
13. Any transaction fee
(including break-up or commitment fees but excluding broker’s fees contemplated by Section 17(e) or 57(k) of the 1940 Act,
as applicable) received in connection with a Co-Investment Transaction will be distributed to the participants on a pro rata
basis based on the amount 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 26(a)(1) of the 1940 Act, and the account will earn
a competitive rate of interest that will also be divided pro rata among the participants based on the amount they invest
in the Co-Investment Transaction. None of the other Regulated Entities, Affiliated Investors, the applicable Adviser(s) 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 Advisers, investment advisory fees paid in accordance with the Regulated Entities’
and the Affiliated Investors’ investment advisory agreements).
14. The KKR Proprietary
Accounts will not be permitted to invest in a Potential Co-Investment Transaction except to the extent the demand from the Regulated
Entities and the other Affiliated Investors is less than the total investment opportunity.
15. The applicable Adviser(s)
and the advisers to the 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 KKR Credit and (with
respect to any Regulated Entity other than KIO) CFA and CFA II will be notified of all Potential Co-Investment Transactions that
fall within such 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.
III. PROCEDURAL
MATTERS
Please address all communications
concerning this Application and the Notice and Amended Order to:
Nicole Macarchuk, Esq.
General Counsel
KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
Telephone: (415) 315-3260 |
Kirk Montgomery, Esq.
General Counsel
CNL Fund Advisors Company
CNL Fund Advisors Company II, LLC
450 S. Orange Avenue
Orlando, FL 32801
Telephone: (866) 745-3797 |
Please address any questions,
and a copy of any communications, concerning this Application, the Notice and Amended Order to:
Richard Horowitz, Esq.
Kenneth E. Young, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3525
(212) 698-3854 |
The filing of this
Application for an amended order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested
herein was authorized by CCT II’s Board of Trustees pursuant to resolutions duly adopted by the Board by unanimous
written consent on December 24, 2014 (attached hereto as Exhibit A).
The filing of this Application
for an amended order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized
by KIO’s Board pursuant to resolutions duly adopted by the Board on December 18, 2014 (attached hereto as Exhibit B).
In accordance with Rule
0-2(c) under the 1940 Act, the individual executing the Application on behalf of CFA II, being duly sworn, deposes and says that
he has duly executed the attached Application for and on behalf of CFA II; that he is authorized to execute the Application pursuant
to the terms of CFA II’s operating agreement, and that all actions by members, directors or other bodies necessary to authorize
the deponent to execute and file the Application have been taken.
In accordance with Rule
0-2(c) under the 1940 Act, each person executing the Application on behalf of the Applicants listed below, being duly sworn, deposes
and says that he has duly executed the attached Application for and on behalf of such Applicants; that he is authorized to execute
the Application pursuant to the terms of such Applicant’s operating agreement, management agreement or otherwise, and that
all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application
have been taken:
KAM Advisors LLC
KKR Credit Advisors (Ireland)
KKR Credit Advisors (UK)
LLP
MerchCap Solutions LLC
MCS Capital Markets LLC
KKR Financial CLO 2011-1,
LTD.
KKR Financial CLO 2012-1,
LTD.
KKR Financial CLO 2013-1,
LTD.
KKR Financial CLO 2013-2,
LTD.
KKR Financial CLO Holdings
LLC
KKR CLO 9 LTD.
KKR CLO 10 LTD.
KKR Lending Partners L.P.
KKR Lending Partners II
L.P.
KKR Lending Partners Europe
L.P.
KKR Lending Partners Funding
LLC
KKR Lending Partners Funding
II LLC
KKR Lending Partners Funding
III LLC
KKRLP II Funding US LLC
KKR-VRS Credit Partners
L.P.
KKR Special Situations
(Domestic) Fund L.P.
KKR Special Situations
(Offshore) Fund L.P.
KKR Special Situations
(Domestic) Fund II L.P.
KKR Special Situations
(Offshore) Fund II L.P.
KKR Special Situations
(EEA) Fund II L.P.
KKR Strategic Capital
Institutional Fund LTD.
KKR Strategic Capital
Overseas Fund Ltd.
KKR-CDP Partners L.P.
KKR-PBPR Capital Partners
L.P.
KKR Credit Select (Domestic)
Fund L.P.
KKR Credit Select Funding
LLC
In accordance with Rule
0-2(c)(2) under the 1940 Act, the authorizations described in the original application for the Prior Order are applicable to each
person who is executing this Application for an amended order on behalf of Applicants named in the application for the Prior Order,
and such authorizations remain in effect.
Applicants have caused
this Application to be duly signed on their behalf on the 24th day of December, 2014.
| CORPORATE CAPITAL TRUST, INC. |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | Chief Financial Officer |
| | | |
| | CORPORATE CAPITAL
TRUST II |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | Chief Financial Officer |
| | | |
| | CNL FUND ADVISORS COMPANY |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | President and Chief Financial
Officer |
| | | |
| | CNL FUND ADVISORS COMPANY II, LLC |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | President and Chief Financial
Officer |
| | KKR
Credit ADVISORS (US) LLC
KKR ASSET MANAGEMENT LTD.
KKR CS ADVISORS I LLC
KKR FI ADVISORS LLC
KKR FI ADVISORS IV LLC
KKR FI ADVISORS CAYMAN LTD.
KKR FINANCIAL ADVISORS LLC
KKR FINANCIAL ADVISORS II LLC
KKR MEZZANINE I ADVISORS LLC
KAM Advisors LLC
KKR DEBT INVESTORS II (2006) IRELAND LP
KKR DI 2006 LP
8 CAPITAL PARTNERS L.P.
KKR FINANCIAL CLO 2005-1, LTD.
KKR FINANCIAL CLO 2005-2, LTD.
KKR FINANCIAL CLO 2006-1, LTD.
KKR FINANCIAL CLO 2007-1, LTD.
KKR FINANCIAL CLO 2007-A, LTD.
KKR FINANCIAL CLO 2009-1, LTD.
KKR Financial CLO 2011-1, LTD.
KKR Financial CLO 2012-1, LTD.
KKR Financial CLO 2013-1, LTD.
KKR Financial CLO 2013-2, LTD.
KKR Financial CLO Holdings LLC
KKR CLO 9 LTD.
KKR CLO 10 LTD.
KKR FINANCIAL HOLDINGS, INC.
KKR FINANCIAL HOLDINGS, LTD.
KKR FINANCIAL HOLDINGS LLC
KKR FINANCIAL HOLDINGS II, LLC
KKR FINANCIAL HOLDINGS III, LLC
KKR FINANCIAL HOLDINGS IV, LLC
KKR CORPORATE CREDIT PARTNERS L.P.
KKR MEZZANINE GP LLC
KKR ASSOCIATES MEZZANINE I L.P.
KKR MEZZANINE PARTNERS I L.P.
KKR MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
KKR TRS HOLDINGS, LTD.
KKR-KEATS CAPITAL PARTNERS L.P.
KKR-MILTON CAPITAL PARTNERS L.P. |
| | | |
| | By: | /s/ Michael R. McFerran |
| | Name: | Michael R. McFerran |
| | Title: | Authorized Signatory |
| | KOHLBERG
KRAVIS ROBERTS & CO. L.P.
KKR CS III LIMITED
KKR ASSOCIATES CS III L.P.
KKR CS II LIMITED
KKR ASSOCIATES CS II L.P.
KKR CS I LIMITED
KKR ASSOCIATES CS I L.P.
KKR-MILTON CO-INVESTMENTS L.P.
KKR Lending Partners L.P.
KKR Lending Partners II L.P.
KKR Lending Partners Europe L.P.
KKR Lending Partners Funding LLC
KKR Lending Partners Funding II LLC
KKR Lending Partners Funding III LLC
KKRLP II Funding US LLC
KKR-VRS Credit Partners L.P.
KKR Special Situations (Domestic) Fund L.P.
KKR Special Situations (Offshore) Fund L.P.
KKR Special Situations (Domestic) Fund II L.P.
KKR Special Situations (Offshore) Fund II L.P.
KKR Special Situations (EEA) Fund II L.P.
KKR Strategic Capital Institutional Fund LTD.
KKR Strategic Capital Overseas Fund Ltd.
KKR-CDP Partners L.P.
KKR-PBPR Capital Partners L.P.
KKR Credit Select (Domestic) Fund L.P.
KKR Credit Select Funding LLC |
| | | |
| | By: | /s/ David J. Sorkin |
| | Name: | David J. Sorkin |
| | Title: | Authorized Signatory |
| | KKR Capital
Markets Holdings L.P.
KKR Capital Markets LLC
KKR Corporate Lending LLC
KKR Corporate Lending (UK) LLC
MerchCap Solutions LLC
MCS Capital Markets LLC |
| | | |
| | By: | /s/ Adam Smith |
| | Name: | Adam Smith |
| | Title: | Authorized Signatory |
| | KKR CAPITAL
MARKETS LIMITED
kkr corporate lending (cayman) limited |
| | | |
| | By: | /s/ John Empson |
| | Name: | John Empson |
| | Title: | Director |
| | KKR CAPITAL
MARKETS ASIA LIMITED |
| | | |
| | By: | /s/ Rex Chung |
| | Name: | Rex Chung |
| | Title: | Director |
| | KKR Credit
advisors (ireland) |
| | KKR Credit
advisors (UK) LLP |
| | | |
| | By: | /s/ Michael Gilleran |
| | Name: | Michael Gilleran |
| | Title: | Authorized Signatory |
| | KKR
INCOME OPPORTUNITIES FUND |
| | | |
| | By: | /s/ Nicole Macarchuk |
| | Name: | Nicole Macarchuk |
| | Title: | Secretary and Vice President |
VERIFICATION
The undersigned states that he has duly executed
the foregoing Application for and on behalf of Corporate Capital Trust, Inc., that he is the Chief Financial Officer of such entity
and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument
has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the
facts therein set forth are true to the best of his knowledge, information and belief.
| | Corporate capital
trust, inc. |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | Chief Financial Officer |
VERIFICATION
The undersigned states that he has duly executed
the foregoing Application for and on behalf of Corporate Capital Trust II, that he is the Chief Financial Officer of such entity
and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument
has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the
facts therein set forth are true to the best of his knowledge, information and belief.
| | Corporate capital
trust II |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | Chief Financial Officer |
VERIFICATION
The undersigned states that she has duly executed
the foregoing Application for and on behalf of KKR Income Opportunities Fund, that she is the Secretary and Vice President of such
entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument
has been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the
facts therein set forth are true to the best of her knowledge, information and belief.
| | KKR INCOME
OPPORTUNITIES FUND |
| | | |
| | By: | /s/ Nicole Macarchuk |
| | Name: | Nicole Macarchuk |
| | Title: | Secretary and Vice President |
VERIFICATION
The undersigned states that he has duly executed
the foregoing Application for and on behalf of CNL Fund Advisors Company, that he is the Chief Financial Officer and Senior Vice
President of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute
and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents
thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| | CNL FUND ADVISORS COMPANY |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | President and Chief Financial
Officer |
VERIFICATION
The undersigned states that he has duly executed
the foregoing Application for and on behalf of CNL Fund Advisors Company II, LLC, that he is the Chief Financial Officer and Senior
Vice President of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute
and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents
thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| | CNL FUND ADVISORS COMPANY II, LLC |
| | | |
| | By: | /s/ Steven Shackelford |
| | Name: | Steven Shackelford |
| | Title: | President and Chief Financial
Officer |
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Credit Advisors (US) LLC, KKR Asset Management LTD.,
KKR CS Advisors I LLC, KKR FI Advisors LLC, KKR FI Advisors IV LLC, KKR FI Advisors Cayman LTD., KKR Financial Advisors LLC, KKR
Financial Advisors II LLC, KKR Mezzanine I Advisors LLC, KAM Advisors LLC, KKR Debt Investors II (2006) Ireland LP, KKR DI 2006
LP, 8 Capital Partners L.P., KKR Financial CLO 2005-1, LTD., KKR Financial CLO 2005-2, LTD., KKR Financial CLO 2006-1, LTD., KKR
Financial CLO 2007-1, LTD., KKR Financial CLO 2007-A, LTD., KKR Financial CLO 2009-1, LTD., KKR Financial CLO 2011-1, LTD., KKR
Financial CLO 2012-1, LTD., KKR Financial CLO 2013-1, LTD., KKR Financial CLO 2013-2, LTD., KKR Financial CLO Holdings LLC, KKR
CLO 9 LTD., KKR CLO 10 LTD., KKR Financial Holdings, Inc., KKR Financial Holdings, LTD., KKR Financial Holdings LLC, KKR Financial
Holdings II, LLC, KKR Financial Holdings III, LLC, KKR Financial Holdings IV, LLC, KKR Corporate Credit Partners L.P., KKR Mezzanine
GP LLC, KKR Associates Mezzanine I L.P., KKR Mezzanine Partners I L.P., KKR Mezzanine Partners I Side-By-Side L.P., KKR TRS Holdings,
LTD., KKR- Keats Capital Partners L.P. and KKR-Milton Capital Partners L.P., that he is authorized to execute this sworn statement
of each entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file
such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof,
and that the facts therein set forth are true to the best of his knowledge, information and belief.
| | KKR Credit ADVISORS (US) LLC
KKR ASSET MANAGEMENT LTD.
KKR CS ADVISORS I LLC
KKR FI ADVISORS LLC
KKR FI ADVISORS IV LLC
KKR FI ADVISORS CAYMAN LTD.
KKR FINANCIAL ADVISORS LLC
KKR FINANCIAL ADVISORS II LLC
KKR MEZZANINE I ADVISORS LLC
Kam advisors llc
KKR DEBT INVESTORS II (2006) IRELAND LP
KKR DI 2006 LP
8 CAPITAL PARTNERS L.P.
KKR FINANCIAL CLO 2005-1, LTD.
KKR FINANCIAL CLO 2005-2, LTD.
KKR FINANCIAL CLO 2006-1, LTD.
KKR FINANCIAL CLO 2007-1, LTD.
KKR FINANCIAL CLO 2007-A, LTD.
KKR FINANCIAL CLO 2009-1, LTD.
KKR Financial CLO 2011-1, LTD.
KKR Financial CLO 2012-1, LTD.
KKR Financial CLO 2013-1, LTD. |
| | KKR Financial CLO 2013-2, LTD.
KKR Financial CLO Holdings LLC
KKR CLO 9 LTD.
KKR CLO 10 LTD.
KKR FINANCIAL HOLDINGS, INC.
KKR FINANCIAL HOLDINGS, LTD.
KKR FINANCIAL HOLDINGS LLC
KKR FINANCIAL HOLDINGS II, LLC
KKR FINANCIAL HOLDINGS III, LLC
KKR FINANCIAL HOLDINGS IV, LLC
KKR CORPORATE CREDIT PARTNERS L.P.
KKR MEZZANINE GP LLC
KKR ASSOCIATES MEZZANINE I L.P.
KKR MEZZANINE PARTNERS I L.P.
KKR MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
KKR TRS HOLDINGS, LTD.
KKR-KEATS CAPITAL PARTNERS L.P.
KKR-MILTON CAPITAL PARTNERS L.P. |
| | | |
| | By: | /s/ Michael R. McFerran |
| | Name: | Michael
R. McFerran |
| | Title: | Authorized Signatory |
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Kohlberg Kravis Roberts & Co. L.P., KKR CS III Limited,
KKR Associates CS III L.P., KKR CS II Limited, KKR Associates CS II L.P., KKR CS I Limited, KKR Associates CS I L.P., KKR-Milton
Co-Investments L.P., KKR Lending Partners L.P., KKR Lending Partners II L.P., KKR Lending Partners Europe L.P., KKR Lending Partners
Funding LLC, KKR Lending Partners Funding II LLC, KKR Lending Partners Funding III LLC, KKRLP II Funding US LLC, KKR-VRS Credit
Partners L.P., KKR Special Situations (Domestic) Fund L.P., KKR Special Situations (Offshore) Fund L.P., KKR Special Situations
(Domestic) Fund II L.P., KKR Special Situations (Offshore) Fund II L.P., KKR Special Situations (EEA) Fund II L.P., KKR Strategic
Capital Institutional Fund LTD., KKR Strategic Capital Overseas Fund Ltd., KKR-CDP Partners L.P.,
KKR-PBPR Capital Partners L.P., KKR Credit Select (Domestic) Fund L.P. and KKR Credit Select Funding LLC, that he is authorized
to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| | KOHLBERG KRAVIS ROBERTS &
CO. L.P.
KKR CS III LIMITED
KKR ASSOCIATES CS III L.P.
KKR CS II LIMITED
KKR ASSOCIATES CS II L.P.
KKR CS I LIMITED
KKR ASSOCIATES CS I L.P.
KKR-MILTON CO-INVESTMENTS L.P.
KKR Lending Partners L.P.
KKR Lending Partners II L.P.
KKR Lending Partners Europe L.P.
KKR Lending Partners Funding LLC
KKR Lending Partners Funding II LLC
KKR Lending Partners Funding III LLC
KKRLP II Funding US LLC
KKR-VRS Credit Partners L.P.
KKR Special Situations (Domestic) Fund L.P.
KKR Special Situations (Offshore) Fund L.P.
KKR Special Situations (Domestic) Fund II L.P.
KKR Special Situations (Offshore) Fund II L.P.
KKR Special Situations (EEA) Fund II L.P. |
| | KKR Strategic Capital Institutional Fund LTD.
KKR Strategic Capital Overseas Fund Ltd.
KKR-CDP Partners L.P.
KKR-PBPR Capital Partners L.P.
KKR Credit Select (Domestic) Fund L.P.
KKR Credit Select Funding LLC |
| | | |
| | By: | /s/ David J. Sorkin |
| | Name: | David J. Sorkin |
| | Title: | Authorized Signatory |
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets Holdings L.P., KKR Capital Markets
LLC, KKR Corporate Lending LLC, KKR Corporate Lending (UK) LLC, MerchCap Solutions LLC and MCS Capital Markets LLC, that he is
authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary
to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with
such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information
and belief.
| | KKR Capital
Markets Holdings L.P.
KKR Capital Markets LLC
KKR Corporate Lending LLC
KKR Corporate Lending (UK) LLC
merchcap solutions llc
mcs capital markets llc |
| | | |
| | By: | /s/ Adam Smith |
| | Name: | Adam Smith |
| | Title: | Authorized Signatory |
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets Limited and KKR Corporate Lending
(Cayman) Limited, that he is authorized to execute this sworn statement of such entity and that all action by officers, directors,
and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states
that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
| | KKR Capital
Markets Limited
kkr corporate lending (cayman) limited |
| | | |
| | By: | /s/ John Empson |
| | Name: | John Empson |
| | Title: | Director |
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets Asia Limited, that he is authorized
to execute this sworn statement of such entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
| | KKR Capital
Markets Asia Limited |
| | | |
| | By: | /s/ Rex Chung |
| | Name: | Rex Chung |
| | Title: | Director |
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of KKR Credit Advisors (Ireland) and KKR Credit
Advisors (UK) LLP, that he is authorized to execute this sworn statement of such entity and that all action by officers,
directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The
undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set
forth are true to the best of his knowledge, information and belief.
| | KKR Credit
advisors (ireland) |
| | KKR CREDIT ADVISORS (UK) LLP |
| | |
| | | |
| | By: | /s/ Michael Gilleran |
| | Name: | Michael Gilleran |
| | Title: | Authorized Signatory |
SCHEDULE A
KKR Credit Advisors (US) LLC Affiliated
Advisers
KKR Asset Management LTD.
KKR CS Advisors I LLC
KKR FI Advisors LLC
KKR FI Advisors IV LLC
KKR FI Advisors Cayman LTD.
KKR Financial Advisors LLC
KKR Financial Advisors II LLC
KKR Mezzanine I Advisors LLC
KAM Advisors LLC
KKR & Co. Affiliated Advisers
KKR CS III Limited
KKR Associates CS III L.P.
KKR Mezzanine GP LLC
KKR Associates Mezzanine I L.P.
KKR CS II Limited
KKR Associates CS II L.P.
KKR CS I Limited
KKR Associates CS I L.P.
KKR Credit Advisors (Ireland)
KKR Credit Advisors (UK) LLP
KCM Companies
KKR Capital Markets Holdings L.P.
KKR Capital Markets LLC
KKR Capital Markets Limited
KKR Capital Markets Asia Limited
KKR Corporate Lending LLC
KKR Corporate Lending (Cayman) Limited
KKR Corporate Lending (UK) LLC
MerchCap Solutions LLC
MCS Capital Markets LLC
Existing Affiliated Investors
KKR Debt Investors II (2006) Ireland LP
KKR DI 2006 LP
8 Capital Partners L.P.
KKR Financial CLO 2005-1, LTD.
KKR Financial CLO 2005-2, LTD.
KKR Financial CLO 2006-1, LTD.
KKR Financial CLO 2007-1, LTD.
KKR Financial CLO 2007-A, LTD.
KKR Financial CLO 2009-1, LTD.
KKR Financial CLO 2011-1, LTD.
KKR Financial CLO 2012-1, LTD.
KKR Financial CLO 2013-1, LTD.
KKR Financial CLO 2013-2, LTD.
KKR Financial CLO Holdings LLC
KKR CLO 9 LTD.
KKR CLO 10 LTD.
KKR Financial Holdings, Inc.
KKR Financial Holdings, LTD.
KKR Financial Holdings LLC
KKR Financial Holdings II, LLC
KKR Financial Holdings III, LLC
KKR Financial Holdings IV, LLC
KKR Corporate Credit Partners L.P.
KKR Mezzanine Partners I L.P.
KKR Mezzanine Partners I Side-by-Side L.P.
KKR TRS Holdings, LTD.
KKR-Keats Capital Partners L.P.
KKR-Milton Capital Partners L.P.
KKR-Milton Co-Investments L.P.
KKR Lending Partners L.P.
KKR Lending Partners II L.P.
KKR Lending Partners Europe L.P.
KKR Lending Partners Funding LLC
KKR Lending Partners Funding II LLC
KKR Lending Partners Funding III LLC
KKRLP II Funding US LLC
KKR-VRS Credit Partners L.P.
KKR Special Situations (Domestic) Fund L.P.
KKR Special Situations (Offshore) Fund L.P.
KKR Special Situations (Domestic) Fund II L.P.
KKR Special Situations (Offshore) Fund II L.P.
KKR Special Situations (EEA) Fund II L.P.
KKR Strategic Capital Institutional Fund LTD.
KKR Strategic Capital Overseas Fund Ltd.
KKR-CDP Partners L.P.
KKR-PBPR Capital Partners L.P.
KKR Credit Select (Domestic) Fund L.P.
KKR Credit Select Funding LLC
Exhibit
A
Resolutions of the Board of Trustees of
Corporate
Capital Trust II
WHEREAS, the Board deems
it advisable and in the best interest of Corporate Capital Trust II (the “Trust”) to file with the Securities
and Exchange Commission (the “Commission”) an application for an amended order pursuant to Sections 17(d), 57(c)
and 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder
(an “Application”), to authorize the entering into of certain joint transactions and co-investments by the Trust
with certain entities which may be deemed to be “affiliates” of the Trust pursuant to the provisions of the 1940 Act,
which such joint transactions and co-investments may otherwise be prohibited by Sections17(d) and 57(a)(4) of the 1940 Act.
NOW, THEREFORE, BE IT RESOLVED,
that the officers (the “Officers”) of the Trust be, and they hereby are, authorized, empowered and directed,
in the name and on behalf of the Trust, to cause to be prepared, executed, delivered and filed with the Commission an Application
and to do such other acts or things and execute such other documents, including, but not limited to, amendments to the Application
and requests for no-action relief or interpretive positions under the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, or any other applicable federal or state securities law, as they deem necessary or desirable to cause the Application
to conform to comments received from the Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents as the Officer or Officers preparing
the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but
not limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
RESOLVED FURTHER, that
the Officers be, and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments
thereto or any additional requests for no-action relief or interpretive positions, as such officers shall deem necessary or desirable
in order for the Trust to accomplish its investment objective, in such form and accompanied by such exhibits and other documents
as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the execution or filing
of such documents, including, but not limited to, the filing of such additional Applications, any amendments thereto or any additional
requests for no-action relief or interpretive positions; and
RESOLVED FURTHER, that
the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Trust, to perform
all of the agreements and obligations of the Trust in connection with the foregoing resolutions, to take or cause to be taken any
and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements,
undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons
as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and
intent of the foregoing resolutions, and the execution by the Officer or Officers of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of
any action in connection with the foregoing matters shall conclusively establish the Officer’s or Officers’ authority
therefor and the authorization, acceptance, adoption, ratification, approval and confirmation by the Trust thereof.
Exhibit
B
Resolutions of the Board of Trustees of
KKR
Income Opportunities Fund
WHEREAS, the Board of Trustees
(the “Board”) of KKR Income Opportunities Fund (the “Fund”) deems it advisable and in the
best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application
for an order pursuant to Sections 17(d), 57(c) and 57(i) of the Investment Company Act, as amended (the “1940 Act”),
and Rule 17d-1 promulgated thereunder (an “Application”), to authorize the entering into of certain joint transactions
and co-investments by the Fund with certain entities which may be deemed to be “affiliates” of the Fund pursuant to
the provisions of the 1940 Act, which such joint transactions and co-investments may otherwise be prohibited by Section 57(a)(4)
of the 1940 Act.
NOW, THEREFORE, BE IT RESOLVED,
that the officers (the “Officers”) of the Fund be, and they hereby are, authorized, empowered and directed,
in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Commission an Application
and to do such other acts or things and execute such other documents, including, but not limited to, amendments to the Application
and requests for no-action relief or interpretive positions under the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, or any other applicable federal or state securities law, as they deem necessary or desirable to cause the Application
to conform to comments received from the Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents as the Officer or Officers preparing
the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but
not limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
and further
RESOLVED, that the Officers
be, and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments thereto
or any additional requests for no-action relief or interpretive positions, as such officers shall deem necessary or desirable in
order for the Fund to accomplish its investment objective, in such form and accompanied by such exhibits and other documents as
the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the execution or filing
of such documents, including, but not limited to, the filing of such additional Applications, any amendments thereto or any additional
requests for no-action relief or interpretive positions; and further
RESOLVED, that the Officers
be, and each of them hereby is, authorized, in the name and on behalf of the Fund, to perform all of the agreements and obligations
of the Fund in connection with the foregoing resolutions, to take or cause to be taken any and all further actions, to execute
and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates
of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers
may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions,
and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the
payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing
matters shall conclusively establish the Officer’s or Officers’ authority therefor and the authorization, acceptance,
adoption, ratification, approval and confirmation by the Fund thereof.
B-2
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