File
No. 812-______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Application
for an Order to Amend a Prior Order UNDER SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF
1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY
SECTIONS 17(d) AND 57(a)(4) OF THE INVESTMENT COMPANY ACT OF
1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
In the Matter of the Application of:
ACE III Master Fund, L.P., ACIP Investment Management LLC, ACIP
Parallel Fund A, L.P., ACIP Apex Co-Investment, L.P., ACOF Investment Management LLC, ACOF IV ATD Co-Invest, L.P., ACOF Operating
Manager II, L.P., ACOF Operating Manager III, LLC, ACOF Operating Manager IV, LLC, ACOF Operating Manager, L.P., ADREX Advisor LLC,
AEIF Kleen Investor, LLC, AEIF Linden Blocker II LLC, AEPEP II N Strategic Investments, L.P., AEPEP III N Strategic Co-Invest, L.P.,
AF Energy Feeder, L.P., AF V APR Co-Invest, L.P., AIREX Advisor LLC, Ambition Holdings, L.P., American Capital Equity I, LLC,
American Capital Equity II, LP, Apollo Poland Real Estate Co-Investment, L.P., Apollo Real Estate Investment Fund V, L.P., Apollo
Real Estate Management V L.P., Apollo Real Estate Parallel Fund V-A, L.P., Apollo Real Estate Parallel Fund V-B, L.P., Apollo Real
Estate Parallel Fund V-C, L.P., APSecurities Manager LP, AREA EAGLE Co-Invest Management LLC, AREA EAGLE Co-Invest Partnership,
L.P., AREA European Property Enhancement Management, LLC, AREA European Property Enhancement Program, L.P., AREA UK Co-Invest Real
Estate Management L.P., AREA-C, L.P., AREA-CAELUS Co-Invest Management, L.P., AREA-CAELUS Co-Invest, L.P., AREG AC Makena Holdings
LLC, AREG CC II Manager L.P., AREG CIP 601 W. 29 AIV LP, AREG CIP 601 W. 29 Co-Invest Member LLC, AREG CIP DAQ AIV LP, AREG CIP IE
Portfolio AIV LP, AREG CIP Needham AIV LP, AREG CIP One South Halsted AIV LP, AREG CIP Portland Industrial AIV LP, AREG CIP RW50 AIV
LP, AREG CIP Wellington Bay AIV LP, AREG CV Boston Hotel Co-Investor LLC, AREG ELI Co-Invest Vehicle, L.P., AREG Iberian Residential
Co-Invest Vehicle SCSp, AREG Kennedy Co-Invest S.C.A., AREG Klondike Manager, L.P., AREG LPKC Partners, L.P., AREG Makena Management
L.P., AREG Star and Garter Co-Invest Partnership, L.P., AREG-T European Portfolio, L.P., AREG-T Manager III, L.P., AREG-Talisman
Fred Supp Partners, L.P., Ares Alternative Credit Management LLC, Ares Apex Pooling, LLC, Ares Asia Management Ltd, Ares ASIP VII
Management, L.P., Ares Asset-Backed Loan Fund LP, Ares Cactus Operating Manager, L.P., Ares Capital Corporation, Ares Capital Europe
IV (E) Levered, Ares Capital Europe IV (E) Unlevered, Ares Capital Europe IV (G) Levered, Ares Capital Europe IV
(G) Unlevered, Ares Capital Europe V (E) Levered, Ares Capital Europe V (E) Unlevered, Ares Capital Europe V
(G) Levered, Ares Capital Europe V (G) Unlevered, Ares Capital Europe, L.P., Ares Capital Management LLC, Ares Capital
Management II LLC, Ares Capital Management III LLC, Ares Centre Street Management, L.P., Ares Centre Street Partnership, L.P., Ares
CIP (V) Management LLC, ARES CIP US Real Estate Opportunity Partners A, L.P., ARES CIP US Real Estate Opportunity Partners B,
L.P, Ares Climate Infrastructure Partners, L.P., Ares CLO Funding I, L.P., Ares CLO Funding III LP, Ares CLO Management LLC, Ares
CLO Management XXVII, L.P., Ares CLO Management II, LLC, Ares CLO Management IIIR/IVR, L.P., Ares CLO Management VIR, L.P., Ares CLO
Management VR, L.P., Ares CLO Management X, L.P., Ares CLO Management XI, L.P., Ares CLO Management XX, L.P., Ares CLO Management
XXI, L.P., Ares CLO Management XXIX, L.P., Ares CLO Warehouse 2021-6 Ltd., Ares CLO Warehouse 2021-8 Ltd., Ares Commercial Finance
LP, Ares Commercial Finance Management, LP, Ares Commercial Real Estate Corporation, Ares Commercial Real Estate Management LLC,
Ares Corporate Opportunities Fund Asia, L.P., Ares Corporate Opportunities Fund II, L.P., Ares Corporate Opportunities Fund III,
L.P., Ares Corporate Opportunities Fund IV, L.P., Ares Corporate Opportunities Fund V, L.P., Ares Corporate Opportunities Fund VI
Parallel (Foreign), L.P., Ares Corporate Opportunities Fund VI Parallel (TE), L.P., Ares Corporate Opportunities Fund VI, L.P., Ares
Corporate Opportunities Fund, L.P., Ares Credit Hedge Fund LP, Ares Credit Investment Partnership I (V) L.P., Ares Credit
Investment Partnership II (A), L.P., Ares Credit Strategies Feeder III UK, L.P., Ares Credit Strategies Fund I, L.P., Ares Credit
Strategies Fund III, L.P., Ares Credit Strategies Insurance Dedicated Fund - Series of SALI Multi Series Fund LP, Ares CSF
III Investment Management, LLC, Ares CSF IV Management LLC, Ares CSF Operating Manager I, LLC, Ares Customized Credit Fund L.P.,
Ares Direct Finance I LP, Ares Direct Investments (AC) LP, Ares Direct Lending Opportunities LLC, Ares Direct Lending Opportunities
Offshore LLC, Ares Direct Lending Opportunities Parallel LLC, Ares Diversified Credit Strategies Fund (S), L.P., Ares
Diversified
Credit Strategies Fund II (IM), L.P., Ares Diversified Real Estate Exchange LLC, Ares EHP Co-Invest Holdings, L.P., Ares EIF
Management, LLC, Ares Energy Investors Fund V, L.P., Ares Energy Opportunities Fund A, L.P., Ares Energy Opportunities Fund B, L.P.,
Ares Energy Opportunities Fund, L.P., Ares Enhanced Credit Opportunities Investment Management II, LLC, Ares Enhanced Credit
Opportunities Master Fund II, LTD., Ares Enhanced Loan Investment Strategy Advisor IV, L.P., Ares Enhanced Loan Investment
Strategy II, LTD., Ares Enhanced Loan Investment Strategy III, LTD., Ares Enhanced Loan Investment Strategy IR, LTD.,
Ares Enhanced Loan Management II, L.P., Ares Enhanced Loan Management III, L.P., Ares Enhanced Loan Management IR, L.P., Ares EPIC
Co-Invest II, L.P., Ares EPIC Co-Invest, L.P., Ares European CLO II B.V., Ares European CLO IX Designated Activity Company, Ares
European CLO VI Designated Activity Company, Ares European CLO VII Designated Activity Company, Ares European CLO VIII Designated
Activity Company, Ares European CLO X Designated Activity Company, Ares European CLO XI Designated Activity Company, Ares European
CLO XII Designated Activity Company, Ares European CLO XIII Designated Activity Company, Ares European CLO XIV Designated Activity
Company, Ares European CLO XV Designated Activity Company, Ares European CLO XVI Designated Activity Company, Ares European
Credit Investments I (C), L.P., Ares European Credit Investments II (G), L.P., Ares European Credit Investments III (K), L.P., Ares
European Credit Investments IV (A), L.P., Ares European Credit Investments V (X), L.P., Ares European Credit Investments VI (N),
L.P., Ares European Credit Investments VII (CP), L.P., Ares European Credit Investments IX (AF), L.P., Ares European Credit
Strategies Fund II (B), L.P., Ares European Credit Strategies Fund III (A), L.P., Ares European Credit Strategies Fund IV (M), L.P.,
Ares European Credit Strategies Fund IX (C), L.P., Ares European Credit Strategies Fund V (G) L.P., Ares European Credit
Strategies Fund VI (B), LP, Ares European Credit Strategies Fund VII (Palo Verde), L.P., Ares European Credit Strategies Fund X (T),
L.P., Ares European Credit Strategies Fund XI (S), L.P., Ares European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 1, Ares
European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 2, Ares European Loan Funding II, Ares European Loan Funding S.L.P.,
Ares European Loan Management LLP, Ares European Property Enhancement Parallel Partners III SCSp, Ares European Property Enhancement
Partners II, L.P., Ares European Property Enhancement Partners III SCSp, Ares European Real Estate Fund I (EU), L.P., Ares European
Real Estate Fund I (IF), L.P., Ares European Real Estate Fund II (EURO), L.P., Ares European Real Estate Fund II, L.P., Ares
European Real Estate Fund III (EURO), L.P., Ares European Real Estate Fund III, L.P., Ares European Real Estate Fund IV (EURO),
L.P., Ares European Real Estate Fund IV, L.P., Ares European Real Estate Fund V (Dollar) SCSp, Ares European Real Estate Fund V
SCSp, Ares European Real Estate Fund VI SCSp, Ares European Real Estate Management I, L.P., Ares European Real Estate Management II,
L.P., Ares European Real Estate Management III, L.P., Ares Global Credit Fund S.C.A., SICAV-RAIF - Ares European Loan Fund (G), Ares
Global Credit Fund S.C.A., SICAV-RAIF - Ares U.S. Loan Fund (G), Ares Global High Grade CLO Debt Fund, L.P., Ares Global Multi-Asset
Credit Master Fund, L.P., Ares Ground Lease Partners, L.P., Ares HICOF Operating Manager, L.P., Ares High Income Credit
Opportunities Fund II (Master) LP, Ares High Income Credit Opportunities Fund, L.P., Ares High Yield Strategies Fund IV Management,
L.P., Ares ICOF II Management, LLC, Ares ICOF II Master Fund, L.P., Ares ICOF III Fund (CAYMAN) LP, Ares ICOF III Fund (Delaware)
LP, Ares ICOF III Management LP, Ares IDF Management LLC, Ares IIIR/IVR CLO LTD., Ares Income Opportunity Fund, L.P., Ares
Industrial Real Estate Exchange LLC, Ares Industrial Real Estate Fund GP LLC, Ares Industrial Real Estate Fund LP, Ares Industrial
Real Estate Fund Manager LLC, Ares Industrial Real Estate Income Trust Inc., Ares Industrial Real Estate Income Trust Inc. -
Build-To-Core Industrial Partnership I LP, Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership II
LP, Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership III LLC, Ares Institutional Credit Fund
L.P., Ares Institutional High Yield Master Fund LP, Ares Institutional Loan Fund, L.P., Ares Institutional Structured Credit
Management, L.P., Ares Jasper Fund, L.P., Ares L CLO Ltd., Ares LI CLO Ltd., Ares LII CLO Ltd., Ares LIII CLO Ltd., Ares LIV CLO
Ltd., Ares LIX CLO Ltd., Ares Loan Funding I, Ltd., Ares Loan Trust 2011, Ares Loan Trust 2016, Ares LV CLO Ltd. (fka Ares CLO
Warehouse 2018-6), Ares LVI CLO Ltd., Ares LVII CLO Ltd., Ares LVIII CLO Ltd., Ares LX CLO Ltd., Ares LXI CLO Ltd., Ares LXII CLO
Ltd., Ares Management Limited, Ares Management LLC, Ares Management Luxembourg S.a.r.l., Ares Management UK Limited, Ares Master
Employee Co-Invest Program 2015, L.P., Ares Master Employee Co-Invest Program 2019 Offshore, L.P., Ares Master Employee Co-Invest
Program 2019 Onshore, L.P., Ares Mezzanine Management LLC, Ares Mezzanine Partners, L.P., Ares Midway Partners, L.P., Ares Minerva
Co-Invest, L.P., Ares MSCF V (H) Management LLC, Ares Multi-Asset Credit Strategies Fund LP, Ares Multi-Credit Fund LLC, Ares
Multi-Strategy Credit Fund V (H), L.P., Ares ND Credit Strategies Fund LLC, Ares PA Opportunities Fund, L.P., Ares Pan-European
Logistics Partnership, L.P., Ares Pathfinder Core Fund (Offshore), L.P., Ares Pathfinder Core Fund, L.P., Ares Pathfinder Fund
(Offshore), L.P., Ares Pathfinder Fund, L.P., Ares PBN Finance Co. LLC, Ares PE Extended Value Fund LP, Ares PG Co-Invest L.P., Ares
Private Account Management I, L.P., Ares Private Credit Solutions (Cayman), L.P., Ares Private Credit Solutions (Offshore) II, L.P.,
Ares Private Credit Solutions II, L.P., Ares Private Credit Solutions, L.P., Ares Private Debt Strategies Fund II, L.P., Ares
Private Markets Fund, Ares Private Opportunities (CP), L.P., Ares Private Opportunities (NYC), L.P., Ares Private Opportunities 2020
(C), LP, Ares Real Estate Enhanced Income Fund, L.P., Ares Real Estate Management Holdings, LLC, Ares Real Estate Income Trust Inc.,
Ares Real Estate Secured Income Fund, L.P., Ares RF Co-Invest (H), L.P., Ares RF Co-Invest, L.P., Ares RLG Co-Invest Holdings, L.P.,
Ares SCM Co-Invest III, L.P., Ares Secured Income Master Fund LP, Ares Senior Direct Lending Master Fund Designated Activity
Company, Ares Senior Direct Lending Master Fund II Designated Activity Company, Ares Senior
Direct Lending Parallel Fund (L) II, L.P., Ares Senior Direct
Lending Parallel Fund (L), L.P., Ares Senior Direct Lending Parallel Fund (U) B, L.P., Ares Senior Direct Lending Parallel Fund (U) II,
L.P., Ares Senior Direct Lending Parallel Fund (U), L.P., Ares Senior Loan Trust, Ares Senior Loan Trust Management L.P., Ares SDL II
Capital Management LLC, Ares SFERS Credit Strategies Fund LLC, Ares Special Opportunities Fund (Offshore), L.P., Ares Special Opportunities
Fund, L.P., Ares Special Opportunities Fund II (Jersey A) L.P., Ares Special Opportunities Fund II (Jersey) L.P., Ares Special Opportunities
Fund II (Offshore), L.P., Ares Special Opportunities Fund II, L.P., Ares Special Situations Fund III, L.P., Ares Special Situations Fund
IV, L.P., Ares Sports, Media and Entertainment Finance (Offshore), L.P., Ares Sports, Media and Entertainment Finance, L.P., Ares SSG
Capital Management (Australia) PTY LTD, Ares SSG Capital Management (Hong Kong) Limited, Ares SSG Capital Management Limited, Ares SSG
Capital Management (Mauritius) LTD., Ares SSG Capital Management (Singapore) PTE. LTD., Ares SSG Capital Management (Thailand) Limited,
Ares SSG Capital Partners VI, L.P., Ares SSG Excelsior Co-Investment, L.P., Ares SSG Direct Lending, L.P., Ares SSG Secured Lending Opportunities
III, L.P., Ares Strategic Income Fund, Ares Strategic Investment Partners IV, Ares Strategic Real Estate Program-HHC, LLC, Ares UK Credit
Strategies, L.P., Ares U.S. CLO Management III LLC – Series A, Ares US Real Estate Development and Redevelopment Fund II, LP,
Ares US Real Estate Fund IX, L.P., Ares US Real Estate Fund VII 892, L.P., Ares US Real Estate Fund VII, L.P., Ares US Real Estate Fund
VIII, L.P., Ares US Real Estate Fund X, L.P., Ares US Real Estate Fund X-A, L.P., Ares US Real Estate Fund X-B, L.P., Ares US Real Estate
Opportunity Fund III, L.P., Ares US Real Estate Opportunity Fund, L.P., Ares US Real Estate Opportunity Management, L.P., Ares US Real
Estate Opportunity Parallel Fund III-A, L.P., Ares US Real Estate Opportunity Parallel Fund III-B, L.P., Ares US Real Estate Parallel
Fund IX, L.P., Ares US Real Estate Parallel II Fund IX, L.P., Ares US Real Estate VII Management, LLC, Ares US Real Estate VIII Management,
LLC, Ares VAL Co-Invest Holdings I, L.P., Ares VAL Co-Invest Holdings II, L.P., Ares VIR CLO LTD., Ares VR CLO, LTD., Ares X CLO
LTD., Ares XI CLO LTD., Ares XL CLO Ltd, Ares XLI CLO Ltd, Ares XLII CLO Ltd., Ares XLIII CLO Ltd., Ares XLIV CLO Ltd., Ares XLIX CLO
Ltd, Ares XLV CLO Ltd., Ares XLVI CLO LTD, Ares XLVII CLO LTD, Ares XLVIII CLO Ltd., Ares XX CLO LTD, Ares XXI CLO LTD., Ares XXIX CLO
LTD, Ares XXVII CLO LTD, Ares XXVIIIR CLO Ltd., Ares XXXIIR CLO Ltd., Ares XXXIR CLO Ltd., ARES XXXIV CLO LTD., Ares XXXIX CLO Ltd., Ares
XXXVII CLO, LTD, Ares XXXVIII CLO, LTD, ASIP Operating Manager IV, LLC, ASOF Delaware Feeder, L.P., ASOF Direct Investments
(A), L.P., ASOF Investment Management LLC, Ares Insurance Partners, L.P., Ares Insurance Solutions LLC, Aspida Holdings Ltd., Aspida Life
Re Ltd., Aspida Holdings LLC, Aspida Re (Bermuda) Ltd., Aspida Re Services Ltd., Aspida Risk Advisors, LLC, Aspida Financial Services,
LLC, Aspida Life Insurance Company, ASSF Operating Manager III, LLC, ASSF Operating Manager IV, L.P., BCG BTC III Managing Member LLC,
Cal Ares Real Estate Debt Partners, LLC, Chengdu Ares Yuanjing Equity Investment Fund L.P., Chengdu Ares Yuankang Investment Management
Co Ltd, Chimney Tops Loan Fund, LLC, CION Ares Diversified Credit Fund, CION Ares Management, LLC, COLTS 2005-1 LTD., COLTS 2005-2 LTD.,
Columbus Opportunity Fund, L.P., Crestline Denali Capital LLC, Crestline Denali CLO XIV, Ltd., Crestline Denali CLO XV, Ltd.,
Crestline Denali CLO XVI, Ltd., Crestline Denali CLO XVII, Ltd., Denali Capital CLO X, Ltd., Denali Capital CLO XI, Ltd.,
Denali Capital CLO XII, Ltd., EIF Calypso II Blocker, LLC, EIF Channelview Blocker, LLC, EIF Oregon, LLC, EIF United States Power
Fund IV, L.P., Emporia Preferred Funding III, LTD., Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, Hush Lux S.a.r.l., Industrial
Property Advisors Sub II LLC, Industrial Property Advisors Sub III LLC, Ivy Hill Asset Management, L.P., Ivy Hill Investment
Holdings, LLC, Ivy Hill Middle Market Credit Fund IV, LTD., Ivy Hill Middle Market Credit Fund IX, LTD, Ivy Hill Middle
Market Credit Fund V, LTD., Ivy Hill Middle Market Credit Fund VII, LTD., Ivy Hill Middle Market Credit Fund VIII, LTD., Ivy
Hill Middle Market Credit Fund X, LTD, Ivy Hill Middle Market Credit Fund XII, LTD, Ivy Hill Middle Market Credit Fund XIV, Ltd, Ivy
Hill Middle Market Credit Fund XV, Ltd., Ivy Hill Middle Market Credit Fund XVI, Ltd., Ivy Hill Middle Market Credit
Fund XVII, Ltd., Ivy Hill Middle Market Credit Fund XIX, Ltd., Ivy Hill Middle Market Credit Fund XVIII, Ltd., Ivy
Hill Revolver Funding LP, Klondike LLC, Landmark - NYC Fund I, L.P., Landmark Co-Investment Partners IX, L.P., Landmark Equity Advisors
LLC, Landmark Equity Partners XIII, L.P., Landmark Equity Partners XIII-A, L.P., Landmark Equity Partners XIV, L.P., Landmark Equity Partners
XV, L.P., Landmark Equity Partners XVI Co-Investment Fund, L.P., Landmark Equity Partners XVI, L.P., Landmark Equity Partners XVII Co-Investment
Fund, L.P., Landmark Equity Partners XVII, L.P, Landmark Equity Partners XVII-B, L.P., Landmark Growth Capital Partners, L.P., Landmark
Hudson Partners I, L.P., Landmark IAM Growth Capital, L.P., Landmark IAM Real Estate Partnership V, L.P., Landmark Infrastructure Partners
II, L.P., Landmark Pacific Partners II, L.P., Landmark Pacific Partners, L.P. – Series A, Landmark Pacific Partners, L.P. –
Series B, Landmark Pacific Partners, L.P. – Series C, Landmark Partners LLC, Landmark Partners 1907 Fund I, L.P., Landmark
Partners 1907 Fund II, L.P., Landmark Partners 1907 Fund III, L.P., Landmark Partners Insurance Fund Series Interests of the SALI
Multi-Series Fund, L.P., Landmark Private Opportunities (FG) 2021, L.P., Landmark Realty Advisors LLC, Landmark Real Estate Partners
IX Co-Investment Fund, L.P., Landmark Real Estate Partners IX, L.P., Landmark Real Estate Partners V, L.P., Landmark Real Estate Partners
VI Offshore, L.P., Landmark Real Estate Partners VI, L.P., Landmark Real Estate Partners VII Offshore, L.P., Landmark Real Estate Partners
VII OPERS Co-Investment, L.P., Landmark Real Estate Partners VII, L.P., Landmark Real Estate Partners VIII Co-Investment Fund, L.P., Landmark
Real Estate Partners VIII, L.P., Landmark Real Estate Partners VIII-A, L.P., Landmark Real Estate Partners VIII-Campbell Co-Investment,
L.P., Landmark Real Estate Partners IX-Campbell Co-Investment, L.P., Landmark Real Estate Partners VII-IP Co-Investment, L.P., Landmark
Real Estate Partners VI-OPERS Co-Investment, L.P., Landmark Sing Co-Investment Fund I, L.P., Landmark Tig Co-Investment Fund
I, L.P., Landmark TX ERS Co-Investment Fund I, L.P., Landmark TX ERS
Co-Investment Fund II, L.P., Legacy SCM Aggregator, LLC, LWFB Co-Investment Fund I, L.P., MC European Real Estate Debt Parent LP, MC Investments
Parent L.P, NCL III - Outside Opportunities B, NCL Investments II - Outside Opportunities Series A, NCL Investments II - Outside
Opportunities Series B, NCL Investments II - PE Series, NCL Investments II - RA Series, NCL Investments II - RE Series, NCL Investments
III PE Series, NCL Investments III RA Series, NCL Investments III RE Series, NCL Investments III, L.P. Outside Opportunities Series A,
NCL Investments, L.P. - PE Series, NCL Investments, L.P. - RA Series, NCL Investments, L.P. - RE Series, Passero 18, L.P., Private Debt
Strategies Fund III, L.P., Private Debt Strategies Fund IV, L.P., Private Debt Strategies Fund V, L.P., Renaissance Floating Rate Income
Fund, SEI Global Master Fund PLC, SEI Institutional Investments Trust - High Yield Bond Fund, SEI Institutional Investments Trust - Opportunistic
Income Fund, SEI Institutional Managed Trust - High Yield Bond Fund, SEI Investments Canada Company - U.S. High Yield Bond Fund, Shanghai
SSG Investment Management Company Limited, Spring Bridge Partners (Longshore), LP, Spring Bridge Partners (PES) Fund, LP, Spring Bridge
Partners, L.P., SSG Capital Partners I Side Pocket, L.P., SSG Capital Partners II, L.P., SSG Capital Partners III, LP, SSG Capital Partners
IV SIDECAR, L.P., SSG Capital Partners IV, L.P., SSG Capital Partners V SIDECAR, L.P., SSG Capital Partners V, L.P., SSG Secured Lending
Opportunities I-A, L.P., SSG Secured Lending Opportunities II, L.P., Touchstone Credit Opportunities Fund, Towers Watson Focused High
Yield Master Fund, United States Power Fund II, L.P., United States Power Fund III, L.P., USPF II Institutional Fund, L.P., Wafra Venture
Master Fund I, VEF Group Management, LLC
All Communications, Notices and Orders to:
| R. Kipp deVeer |
Naseem Sagati Aghili |
Joshua M. Bloomstein |
| Chief Executive Officer |
General Counsel |
General Counsel |
| Ares Capital Corporation |
Ares Management Corporation |
Ares Capital Corporation |
| 245 Park Avenue, 44th Floor |
2000 Avenue of the Stars, 12th Floor |
245 Park Avenue, 44th Floor |
| New York, NY 10167 |
Los Angeles, CA 90067 |
New York, NY 10167 |
| (212) 750-7300 |
(310) 201-4200 |
(212) 750-7300 |
Copies to:
| Nicole M. Runyan |
| Kirkland & Ellis LLP |
| 601 Lexington Avenue |
|
New York, New York 10022
(212) 446-4800 |
| |
July 15, 2022
I. INTRODUCTION
A. Summary of Application
On January 18, 2017, the Securities and Exchange Commission (the
“Commission”) issued an order under Sections 17(d) 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 otherwise prohibited by Sections
17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, as described more fully therein (the “Prior Order”).2
The Prior Order permits certain business development companies and closed-end management investment companies to co-invest in portfolio
companies with each other and with affiliated investment entities.
The Applicants (defined below) hereby seek an amended order (the “Amended
Order”) from the Commission under Sections 17(d) and 57(i) of the 1940 Act, and Rule 17d-1 thereunder, to amend the
term “Follow-On Investment” to mean (i) with respect to a Regulated Fund, an additional investment in the same issuer
in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment
in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an
issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment.
B. Applicants
| · | Ares Capital Corporation (“ARCC”), a closed-end non-diversified management investment company that has elected
to be regulated as a business development company (“BDC”) under the 1940 Act; |
| · | Ares Capital Management
LLC (“ACM”), an investment adviser registered with the Commission under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”), which serves as ARCC's investment adviser and is expected to serve as investment
adviser to ASIF (defined below); |
| · | Ares Private Markets Fund (“APMF”), a closed-end non-diversified management investment company registered
under the 1940 Act; |
| · | Ares Strategic Income Fund (“ASIF”), a closed-end non-diversified management company that intends to elect
to be regulated as a BDC under the 1940 Act; |
| · | CION Ares Diversified Credit Fund (“CADEX, and together with ARCC, APMF and ASIF, the “Existing Regulated
Funds”), a diversified, closed-end management investment company registered under the 1940 Act; |
| · | CION Ares Management, LLC (“CAM”), an investment adviser registered with the Commission under the Advisers
Act, which serves as CADEX’s investment adviser; |
| · | Ares Capital Management II LLC (“ACM II,” and together with ACM and CAM, the “Existing Advisers
to Regulated Funds”), an investment adviser registered with the Commission under the Advisers Act, which serves as APMF’s
investment adviser and CADEX’s sub-adviser; |
| · | Ivy Hill Asset Management L.P. (“Ivy Hill”), an investment adviser registered with the Commission under
the Advisers Act, that is a wholly owned portfolio company of ARCC; |
| · | Ares Capital CP Funding LLC, Ares Capital JB Funding LLC, ARCC FB Funding LLC, each of which is a Wholly-Owned Investment
Sub of ARCC; |
| · | The investment advisers to the Existing Affiliated Funds (defined below) that are identified in Appendix A (“Existing
Advisers to Affiliated Funds,” and together with the Existing Advisers to Regulated Funds and Ivy Hill, the “Existing
Advisers”), each of which is registered as an investment adviser under the Advisers Act; |
| · | The investment vehicles identified in Appendix A, each of which is a separate and distinct legal entity and each of which would be
an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (the “Existing Affiliated Funds”);
and |
1
Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.
2
See Ares Capital Corporation, et al. (File No. 812-13603) Investment Company Act Rel. Nos. 32399 (December
22, 2016) (notice) and 32427 (January 18, 2017) (order).
| · | The investment vehicles identified in Appendix B, each of which is a separate and distinct legal entity and would be
an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act and for each of which Ivy Hill serves as the investment
adviser (the “Existing Downstream Ivy Hill Funds,” together with the Existing Affiliated Funds, the Existing
Advisers to Affiliated Funds, the Existing Regulated Funds, the Existing Advisers to Regulated Funds, Ivy Hill, Ares Capital CP Funding
LLC, Ares Capital JB Funding LLC and ARCC FB Funding LLC, the "Applicants"). |
All Applicants are eligible to rely on the Prior Order.3
C. Defined Terms
Except as stated herein, defined terms used in this application (the
“Application”) have the same meanings provided in the application for the Prior Order, as amended and restated (the “Prior
Application”).4
“Follow-On Investment” means (i) with respect to a
Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect
to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund
are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which
the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the exercise of
warrants, conversion privileges or other rights to purchase securities of the issuer.
II. Applicants’ Proposal
The Amended Order, if granted, would expand the relief provided in
the Prior Order to permit Affiliated Funds to participate in Follow-On Investments in issuers in which at least one Regulated Fund is
invested, but such Affiliated Funds are not invested. This relief would not permit Follow-On Investments by Regulated Funds that are not
invested in the issuer. The requested relief is based on the temporary relief granted by the Commission on April 8, 2020.5
III. STATEMENT
IN SUPPORT OF RELIEF REQUESTED
Except as stated herein, the disclosure in Section IV, “Statement
in Support of Relief Requested,” of the Prior Application is equally applicable to this Application.
IV. CONDITIONS
Except as stated herein, the Conditions of the Prior Order, as stated
in Section V of the Prior Application, will remain in effect. Any language in the Conditions of the Prior Order stating that an Affiliated
Fund is required to have an existing investment in an issuer and/or needs to have previously participated in a Co-Investment Transaction
with respect to such issuer in order to participate in a Follow-On Investment shall be deemed removed if the Amended Order is granted.
V. PROCEDURAL
MATTERS
Applicants file this Application in accordance with Rule 0-2 under
the 1940 Act. Pursuant to Rule 0-2(f) under the 1940 Act, Applicants state that their address is indicated on the cover page of
this Application. Applicants further request that all communications concerning this Application should be directed and copied to the
persons listed on the cover page of the Application.
In accordance with Rule 0-2(c) under the 1940 Act, Applicants
state that all actions necessary to authorize the execution and filing of this Application have been taken, and the persons signing and
filing this document are authorized to do so on behalf of Applicants pursuant to their corporate organizational documents, and in the
case of the Existing Regulated Funds, the attached resolutions. Applicants also have attached the verifications required by Rule 0-2(d) under
the 1940 Act.
3
All existing entities that currently rely on the Prior Order and 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 Amended Order as set forth in or incorporated into this Application.
4
See Ares Capital Corporation, et al. (File No. 812-13603) (September 23, 2016)
(application).
5
BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020)
(order) (extension granted on January 5, 2021 and further extension granted on April 22, 2021).
In accordance with Rule 0-5 under the 1940 Act, Applicants request
that the Commission issue the requested Amended Order without holding a hearing.
All requirements for the execution and filing of this Application in
the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and
has duly executed this Application as of this 15th day of July 2022.
| ARES CAPITAL CORPORATION |
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| |
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| By: |
/s/ Joshua M. Bloomstein |
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Name: Joshua M. Bloomstein |
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Title: General Counsel |
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| ARES PRIVATE MARKETS FUND |
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| By: |
/s/ Ian Fitzgerald |
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Name: Ian Fitzgerald |
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Title: General Counsel |
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| ARES STRATEGIC INCOME FUND |
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| By: |
/s/ Joshua M. Bloomstein |
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Name: Joshua M. Bloomstein |
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Title: Sole Trustee |
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| CION ARES DIVERSIFIED CREDIT FUND |
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| By: |
/s/ Ian Fitzgerald |
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Name: Ian Fitzgerald |
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Title: General Counsel |
|
ACE III Master Fund, L.P., ACIP Investment Management
LLC, ACIP Parallel Fund A, L.P., ACIP Apex Co-Investment, L.P., ACOF Investment Management LLC, ACOF IV ATD Co-Invest, L.P., ACOF
Operating Manager II, L.P., ACOF Operating Manager III, LLC, ACOF Operating Manager IV, LLC, ACOF Operating Manager, L.P., ADREX
Advisor LLC, AEIF Kleen Investor, LLC, AEIF Linden Blocker II LLC, AEPEP II N Strategic Investments, L.P., AEPEP III N Strategic
Co-Invest, L.P., AF Energy Feeder, L.P., AF V APR Co-Invest, L.P., AIREX Advisor LLC, Ambition Holdings, L.P., American Capital
Equity I, LLC, American Capital Equity II, LP, Apollo Poland Real Estate Co-Investment, L.P., Apollo Real Estate Investment Fund V,
L.P., Apollo Real Estate Management V L.P., Apollo Real Estate Parallel Fund V-A, L.P., Apollo Real Estate Parallel Fund V-B, L.P.,
Apollo Real Estate Parallel Fund V-C, L.P., APSecurities Manager LP, AREA EAGLE Co-Invest Management LLC, AREA EAGLE Co-Invest
Partnership, L.P., AREA European Property Enhancement Management, LLC, AREA European Property Enhancement Program, L.P., AREA UK
Co-Invest Real Estate Management L.P., AREA-C, L.P., AREA-CAELUS Co-Invest Management, L.P., AREA-CAELUS Co-Invest, L.P., AREG AC
Makena Holdings LLC, AREG CC II Manager L.P., AREG CIP 601 W. 29 AIV LP, AREG CIP 601 W. 29 Co-Invest Member LLC, AREG CIP DAQ AIV
LP, AREG CIP IE Portfolio AIV LP, AREG CIP Needham AIV LP, AREG CIP One South Halsted AIV LP, AREG CIP Portland Industrial AIV LP,
AREG CIP RW50 AIV LP, AREG CIP Wellington Bay AIV LP, AREG CV Boston Hotel Co-Investor LLC, AREG ELI Co-Invest Vehicle, L.P., AREG
Iberian Residential Co-Invest Vehicle SCSp, AREG Kennedy Co-Invest S.C.A., AREG Klondike Manager, L.P., AREG LPKC Partners, L.P.,
AREG Makena Management L.P., AREG Star and Garter Co-Invest Partnership, L.P., AREG-T European Portfolio, L.P., AREG-T Manager
III, L.P., AREG-Talisman Fred Supp Partners, L.P., Ares Alternative
Credit
Management LLC, Ares Apex Pooling, LLC, Ares Asia Management Ltd, Ares ASIP VII Management, L.P., Ares Asset-Backed Loan Fund LP,
Ares Cactus Operating Manager, L.P., Ares Capital Europe IV (E) Levered, Ares Capital Europe IV (E) Unlevered, Ares
Capital Europe IV (G) Levered, Ares Capital Europe IV (G) Unlevered, Ares Capital Europe V (E) Levered, Ares Capital
Europe V (E) Unlevered, Ares Capital Europe V (G) Levered, Ares Capital Europe V (G) Unlevered, Ares Capital Europe,
L.P., Ares Capital Management LLC, Ares Capital Management II LLC, Ares Capital Management III LLC, Ares Centre Street Management,
L.P., Ares Centre Street Partnership, L.P., Ares CIP (V) Management LLC, ARES CIP US Real Estate Opportunity Partners A, L.P.,
ARES CIP US Real Estate Opportunity Partners B, L.P, Ares Climate Infrastructure Partners, L.P., Ares CLO Funding I, L.P., Ares CLO
Funding III LP, Ares CLO Management LLC, Ares CLO Management XXVII, L.P., Ares CLO Management II, LLC, Ares CLO Management IIIR/IVR,
L.P., Ares CLO Management VIR, L.P., Ares CLO Management VR, L.P., Ares CLO Management X, L.P., Ares CLO Management XI, L.P., Ares
CLO Management XX, L.P., Ares CLO Management XXI, L.P., Ares CLO Management XXIX, L.P., Ares CLO Warehouse 2021-6 Ltd., Ares CLO
Warehouse 2021-8 Ltd., Ares Commercial Finance LP, Ares Commercial Finance Management, LP, Ares Commercial Real Estate Corporation,
Ares Commercial Real Estate Management LLC, Ares Corporate Opportunities Fund Asia, L.P., Ares Corporate Opportunities Fund II,
L.P., Ares Corporate Opportunities Fund III, L.P., Ares Corporate Opportunities Fund IV, L.P., Ares Corporate Opportunities Fund V,
L.P., Ares Corporate Opportunities Fund VI Parallel (Foreign), L.P., Ares Corporate Opportunities Fund VI Parallel (TE), L.P., Ares
Corporate Opportunities Fund VI, L.P., Ares Corporate Opportunities Fund, L.P., Ares Credit Hedge Fund LP, Ares Credit Investment
Partnership I (V) L.P., Ares Credit Investment Partnership II (A), L.P., Ares Credit Strategies Feeder III UK, L.P., Ares
Credit Strategies Fund I, L.P., Ares Credit Strategies Fund III, L.P., Ares Credit Strategies Insurance Dedicated Fund -
Series of SALI Multi Series Fund LP, Ares CSF III Investment Management, LLC, Ares CSF IV Management LLC, Ares CSF
Operating Manager I, LLC, Ares Customized Credit Fund L.P., Ares Direct Finance I LP, Ares Direct Investments (AC) LP, Ares Direct
Lending Opportunities LLC, Ares Direct Lending Opportunities Offshore LLC, Ares Direct Lending Opportunities Parallel LLC, Ares
Diversified Credit Strategies Fund (S), L.P., Ares Diversified Credit Strategies Fund II (IM), L.P., Ares Diversified Real Estate
Exchange LLC, Ares EHP Co-Invest Holdings, L.P., Ares EIF Management, LLC, Ares Energy Investors Fund V, L.P., Ares Energy
Opportunities Fund A, L.P., Ares Energy Opportunities Fund B, L.P., Ares Energy Opportunities Fund, L.P., Ares Enhanced Credit
Opportunities Investment Management II, LLC, Ares Enhanced Credit Opportunities Master Fund II, LTD., Ares Enhanced Loan
Investment Strategy Advisor IV, L.P., Ares Enhanced Loan Investment Strategy II, LTD., Ares Enhanced Loan Investment Strategy
III, LTD., Ares Enhanced Loan Investment Strategy IR, LTD., Ares Enhanced Loan Management II, L.P., Ares Enhanced Loan
Management III, L.P., Ares Enhanced Loan Management IR, L.P., Ares EPIC Co-Invest II, L.P., Ares EPIC Co-Invest, L.P., Ares European
CLO II B.V., Ares European CLO IX Designated Activity Company, Ares European CLO VI Designated Activity Company, Ares European CLO
VII Designated Activity Company, Ares European CLO VIII Designated Activity Company, Ares European CLO X Designated Activity
Company, Ares European CLO XI Designated Activity Company, Ares European CLO XII Designated Activity Company, Ares European CLO XIII
Designated Activity Company, Ares European CLO XIV Designated Activity Company, Ares European CLO XV Designated Activity Company, Ares
European CLO XVI Designated Activity Company, Ares European Credit Investments I (C), L.P., Ares European Credit Investments II (G),
L.P., Ares European Credit Investments III (K), L.P., Ares European Credit Investments IV (A), L.P., Ares European Credit
Investments V (X), L.P., Ares European Credit Investments VI (N), L.P., Ares European Credit Investments VII (CP), L.P., Ares
European Credit Investments IX (AF), L.P., Ares European Credit Strategies Fund II (B), L.P., Ares European Credit Strategies Fund
III (A), L.P., Ares European Credit Strategies Fund IV (M), L.P., Ares European Credit Strategies Fund IX (C), L.P., Ares European
Credit Strategies Fund V (G) L.P., Ares European Credit Strategies Fund VI (B), LP, Ares European Credit Strategies Fund VII
(Palo Verde), L.P., Ares European Credit Strategies Fund X (T), L.P., Ares European Credit Strategies Fund XI (S), L.P., Ares
European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 1, Ares European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund
2, Ares European Loan Funding II, Ares European Loan Funding S.L.P., Ares European Loan Management LLP, Ares European Property
Enhancement Parallel Partners III SCSp, Ares European Property Enhancement Partners II, L.P., Ares European Property Enhancement
Partners III SCSp, Ares European Real Estate Fund I (EU), L.P., Ares European Real Estate Fund I (IF), L.P., Ares European Real
Estate Fund II (EURO), L.P., Ares European Real Estate Fund II, L.P., Ares European Real Estate Fund III (EURO), L.P., Ares European
Real Estate Fund III, L.P., Ares European Real Estate Fund IV (EURO), L.P., Ares European Real Estate Fund IV, L.P., Ares European
Real Estate Fund V (Dollar) SCSp, Ares European Real Estate Fund V SCSp, Ares European Real Estate Fund VI SCSp, Ares European Real
Estate Management I, L.P., Ares European Real Estate Management II, L.P., Ares European Real Estate Management III, L.P., Ares
Global Credit Fund S.C.A., SICAV-RAIF - Ares European Loan Fund (G), Ares Global Credit Fund S.C.A., SICAV-RAIF - Ares U.S. Loan
Fund (G), Ares Global High Grade CLO Debt Fund, L.P., Ares Global Multi-Asset Credit Master Fund, L.P., Ares Ground Lease Partners,
L.P., Ares HICOF Operating Manager, L.P., Ares High Income Credit Opportunities Fund II (Master) LP, Ares High Income Credit
Opportunities Fund, L.P., Ares High Yield Strategies Fund IV Management, L.P., Ares ICOF II Management, LLC, Ares ICOF II Master
Fund, L.P.,
Ares ICOF III Fund (CAYMAN) LP, Ares ICOF III Fund (Delaware)
LP, Ares ICOF III Management LP, Ares IDF Management LLC, Ares IIIR/IVR CLO LTD., Ares Income Opportunity Fund, L.P., Ares Industrial
Real Estate Exchange LLC, Ares Industrial Real Estate Fund GP LLC, Ares Industrial Real Estate Fund LP, Ares Industrial
Real Estate Fund Manager LLC, Ares Industrial Real Estate Income Trust Inc., Ares Industrial Real Estate Income Trust Inc. - Build-To-Core
Industrial Partnership I LP, Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership II LP, Ares Industrial
Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership III LLC, Ares Institutional Credit Fund L.P., Ares Institutional High
Yield Master Fund LP, Ares Institutional Loan Fund, L.P., Ares Institutional Structured Credit Management, L.P., Ares Jasper Fund, L.P.,
Ares L CLO Ltd., Ares LI CLO Ltd., Ares LII CLO Ltd., Ares LIII CLO Ltd., Ares LIV CLO Ltd., Ares LIX CLO Ltd., Ares Loan Funding I, Ltd.,
Ares Loan Trust 2011, Ares Loan Trust 2016, Ares LV CLO Ltd. (fka Ares CLO Warehouse 2018-6), Ares LVI CLO Ltd., Ares LVII CLO Ltd., Ares
LVIII CLO Ltd., Ares LX CLO Ltd., Ares LXI CLO Ltd., Ares LXII CLO Ltd., Ares Management Limited, Ares Management LLC, Ares Management
Luxembourg S.a.r.l., Ares Management UK Limited, Ares Master Employee Co-Invest Program 2015, L.P., Ares Master Employee Co-Invest Program
2019 Offshore, L.P., Ares Master Employee Co-Invest Program 2019 Onshore, L.P., Ares Mezzanine Management LLC, Ares Mezzanine Partners,
L.P., Ares Midway Partners, L.P., Ares Minerva Co-Invest, L.P., Ares MSCF V (H) Management LLC, Ares Multi-Asset Credit Strategies
Fund LP, Ares Multi-Credit Fund LLC, Ares Multi-Strategy Credit Fund V (H), L.P., Ares ND Credit Strategies Fund LLC, Ares PA Opportunities
Fund, L.P., Ares Pan-European Logistics Partnership, L.P., Ares Pathfinder Core Fund (Offshore), L.P., Ares Pathfinder Core Fund, L.P.,
Ares Pathfinder Fund (Offshore), L.P., Ares Pathfinder Fund, L.P., Ares PBN Finance Co. LLC, Ares PE Extended Value Fund LP, Ares PG Co-Invest
L.P., Ares Private Account Management I, L.P., Ares Private Credit Solutions (Cayman), L.P., Ares Private Credit Solutions (Offshore)
II, L.P., Ares Private Credit Solutions II, L.P., Ares Private Credit Solutions, L.P., Ares Private Debt Strategies Fund II, L.P., Ares
Private Opportunities (CP), L.P., Ares Private Opportunities (NYC), L.P., Ares Private Opportunities 2020 (C), LP, Ares Real Estate Enhanced
Income Fund, L.P., Ares Real Estate Management Holdings, LLC, Ares Real Estate Income Trust Inc., Ares Real Estate Secured Income Fund,
L.P., Ares RF Co-Invest (H), L.P., Ares RF Co-Invest, L.P., Ares RLG Co-Invest Holdings, L.P., Ares SCM Co-Invest III, L.P., Ares Secured Income Master Fund LP, Ares Senior Direct Lending Master Fund Designated
Activity Company, Ares Senior Direct Lending Master Fund II Designated Activity Company, Ares Senior Direct Lending Parallel Fund (L) II,
L.P., Ares Senior Direct Lending Parallel Fund (L), L.P., Ares Senior Direct Lending Parallel Fund (U) B, L.P., Ares Senior Direct
Lending Parallel Fund (U) II, L.P., Ares Senior Direct Lending Parallel Fund (U), L.P., Ares Senior Loan Trust, Ares Senior Loan
Trust Management L.P., Ares SDL II Capital Management LLC, Ares SFERS Credit Strategies Fund LLC, Ares Special Opportunities Fund (Offshore),
L.P., Ares Special Opportunities Fund, L.P., Ares Special Opportunities Fund II (Jersey A) L.P., Ares Special Opportunities Fund II (Jersey)
L.P., Ares Special Opportunities Fund II (Offshore), L.P., Ares Special Opportunities Fund II, L.P., Ares Special Situations Fund III,
L.P., Ares Special Situations Fund IV, L.P., Ares Sports, Media and Entertainment Finance (Offshore), L.P., Ares Sports, Media and Entertainment
Finance, L.P., Ares SSG Capital Management (Australia) PTY LTD, Ares SSG Capital Management (Hong Kong) Limited, Ares SSG Capital Management
Limited, Ares SSG Capital Management (Mauritius) LTD., Ares SSG Capital Management (Singapore) PTE. LTD., Ares SSG Capital Management
(Thailand) Limited, Ares SSG Capital Partners VI, L.P., Ares SSG Excelsior Co-Investment, L.P., Ares SSG Direct Lending, L.P., Ares SSG
Secured Lending Opportunities III, L.P., Ares Strategic Investment Partners IV, Ares Strategic Real Estate Program-HHC, LLC, Ares UK
Credit Strategies, L.P., Ares U.S. CLO Management III LLC – Series A, Ares US Real Estate Development and Redevelopment Fund
II, LP, Ares US Real Estate Fund IX, L.P., Ares US Real Estate Fund VII 892, L.P., Ares US Real Estate Fund VII, L.P., Ares US Real Estate
Fund VIII, L.P., Ares US Real Estate Fund X, L.P., Ares US Real Estate Fund X-A, L.P., Ares US Real Estate Fund X-B, L.P., Ares US Real
Estate Opportunity Fund III, L.P., Ares US Real Estate Opportunity Fund, L.P., Ares US Real Estate Opportunity Management, L.P., Ares
US Real Estate Opportunity Parallel Fund III-A, L.P., Ares US Real Estate Opportunity Parallel Fund III-B, L.P., Ares US Real Estate Parallel
Fund IX, L.P., Ares US Real Estate Parallel II Fund IX, L.P., Ares US Real Estate VII Management, LLC, Ares US Real Estate VIII Management,
LLC, Ares VAL Co-Invest Holdings I, L.P., Ares VAL Co-Invest Holdings II, L.P., Ares VIR CLO LTD., Ares VR CLO, LTD., Ares X CLO
LTD., Ares XI CLO LTD., Ares XL CLO Ltd, Ares XLI CLO Ltd, Ares XLII CLO Ltd., Ares XLIII CLO Ltd., Ares XLIV CLO Ltd., Ares XLIX CLO
Ltd, Ares XLV CLO Ltd., Ares XLVI CLO LTD, Ares XLVII CLO LTD, Ares XLVIII CLO Ltd., Ares XX CLO LTD, Ares XXI CLO LTD., Ares XXIX CLO
LTD, Ares XXVII CLO LTD, Ares XXVIIIR CLO Ltd., Ares XXXIIR CLO Ltd., Ares XXXIR CLO Ltd., ARES XXXIV CLO LTD., Ares XXXIX CLO Ltd., Ares
XXXVII CLO, LTD, Ares XXXVIII CLO, LTD, ASIP Operating Manager IV, LLC, ASOF Delaware Feeder, L.P., ASOF Direct Investments
(A), L.P., ASOF Investment Management LLC, Ares Insurance Partners, L.P., Ares Insurance Solutions LLC, Aspida Holdings Ltd., Aspida Life
Re Ltd., Aspida Holdings LLC, Aspida Re (Bermuda) Ltd., Aspida Re Services Ltd., Aspida Risk Advisors, LLC, Aspida Financial Services,
LLC, Aspida Life Insurance Company, ASSF Operating Manager III, LLC, ASSF Operating Manager IV, L.P., BCG BTC III Managing Member LLC,
Cal Ares Real Estate Debt Partners, LLC, Chengdu Ares Yuanjing Equity
Investment Fund L.P., Chengdu Ares Yuankang Investment Management
Co Ltd, Chimney Tops Loan Fund, LLC, CION Ares Management, LLC, COLTS 2005-1 LTD., COLTS 2005-2 LTD., Columbus Opportunity Fund, L.P.,
Crestline Denali Capital LLC, Crestline Denali CLO XIV, Ltd., Crestline Denali CLO XV, Ltd., Crestline Denali CLO XVI, Ltd.,
Crestline Denali CLO XVII, Ltd., Denali Capital CLO X, Ltd., Denali Capital CLO XI, Ltd., Denali Capital CLO XII, Ltd.,
EIF Calypso II Blocker, LLC, EIF Channelview Blocker, LLC, EIF Oregon, LLC, EIF United States Power Fund IV, L.P., Emporia Preferred Funding
III, LTD., Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, Hush Lux S.a.r.l., Industrial Property Advisors Sub II LLC, Industrial
Property Advisors Sub III LLC, Ivy Hill Asset Management, L.P., Ivy Hill Investment Holdings, LLC, Ivy Hill Middle Market
Credit Fund IV, LTD., Ivy Hill Middle Market Credit Fund IX, LTD, Ivy Hill Middle Market Credit Fund V, LTD., Ivy
Hill Middle Market Credit Fund VII, LTD., Ivy Hill Middle Market Credit Fund VIII, LTD., Ivy Hill Middle Market Credit
Fund X, LTD, Ivy Hill Middle Market Credit Fund XII, LTD, Ivy Hill Middle Market Credit Fund XIV, Ltd, Ivy Hill Middle Market
Credit Fund XV, Ltd., Ivy Hill Middle Market Credit Fund XVI, Ltd., Ivy Hill Middle Market Credit Fund XVII, Ltd., Ivy
Hill Middle Market Credit Fund XIX, Ltd., Ivy Hill Middle Market Credit Fund XVIII, Ltd., Ivy Hill Revolver Funding
LP, Klondike LLC, Landmark - NYC Fund I, L.P., Landmark Co-Investment Partners IX, L.P., Landmark Equity Advisors LLC, Landmark Equity
Partners XIII, L.P., Landmark Equity Partners XIII-A, L.P., Landmark Equity Partners XIV, L.P., Landmark Equity Partners XV, L.P., Landmark
Equity Partners XVI Co-Investment Fund, L.P., Landmark Equity Partners XVI, L.P., Landmark Equity Partners XVII Co-Investment Fund, L.P.,
Landmark Equity Partners XVII, L.P, Landmark Equity Partners XVII-B, L.P., Landmark Growth Capital Partners, L.P., Landmark Hudson Partners
I, L.P., Landmark IAM Growth Capital, L.P., Landmark IAM Real Estate Partnership V, L.P., Landmark Infrastructure Partners II, L.P., Landmark
Pacific Partners II, L.P., Landmark Pacific Partners, L.P. – Series A, Landmark Pacific Partners, L.P. – Series B,
Landmark Pacific Partners, L.P. – Series C, Landmark Partners LLC, Landmark Partners 1907 Fund I, L.P., Landmark Partners 1907
Fund II, L.P., Landmark Partners 1907 Fund III, L.P., Landmark Partners Insurance Fund Series Interests of the SALI Multi-Series Fund,
L.P., Landmark Private Opportunities (FG) 2021, L.P., Landmark Realty Advisors LLC, Landmark Real Estate Partners IX Co-Investment Fund,
L.P., Landmark Real Estate Partners IX, L.P., Landmark Real Estate Partners V, L.P., Landmark Real Estate Partners VI Offshore, L.P.,
Landmark Real Estate Partners VI, L.P., Landmark Real Estate Partners VII Offshore, L.P., Landmark Real Estate Partners VII OPERS Co-Investment,
L.P., Landmark Real Estate Partners VII, L.P., Landmark Real Estate Partners VIII Co-Investment Fund, L.P., Landmark Real Estate Partners
VIII, L.P., Landmark Real Estate Partners VIII-A, L.P., Landmark Real Estate Partners VIII-Campbell Co-Investment, L.P., Landmark Real
Estate Partners IX-Campbell Co-Investment, L.P., Landmark Real Estate Partners VII-IP Co-Investment, L.P., Landmark Real Estate Partners
VI-OPERS Co-Investment, L.P., Landmark Sing Co-Investment Fund I, L.P., Landmark Tig Co-Investment Fund I, L.P., Landmark TX ERS Co-Investment
Fund I, L.P., Landmark TX ERS Co-Investment Fund II, L.P., Legacy SCM Aggregator, LLC, LWFB Co-Investment Fund I, L.P., MC European Real
Estate Debt Parent LP, MC Investments Parent L.P, NCL III - Outside Opportunities B, NCL Investments II - Outside Opportunities Series A,
NCL Investments II - Outside Opportunities Series B, NCL Investments II - PE Series, NCL Investments II - RA Series, NCL Investments
II - RE Series, NCL Investments III PE Series, NCL Investments III RA Series, NCL Investments III RE Series, NCL Investments III, L.P.
Outside Opportunities Series A, NCL Investments, L.P. - PE Series, NCL Investments, L.P. - RA Series, NCL Investments, L.P. - RE
Series, Passero 18, L.P., Private Debt Strategies Fund III, L.P., Private Debt Strategies Fund IV, L.P., Private Debt Strategies Fund
V, L.P., Renaissance Floating Rate Income Fund, SEI Global Master Fund PLC, SEI Institutional Investments Trust - High Yield Bond Fund,
SEI Institutional Investments Trust - Opportunistic Income Fund, SEI Institutional Managed Trust - High Yield Bond Fund, SEI Investments
Canada Company - U.S. High Yield Bond Fund, Shanghai SSG Investment Management Company Limited, Spring Bridge Partners (Longshore), LP,
Spring Bridge Partners (PES) Fund, LP, Spring Bridge Partners, L.P., SSG Capital Partners I Side Pocket, L.P., SSG Capital Partners II,
L.P., SSG Capital Partners III, LP, SSG Capital Partners IV SIDECAR, L.P., SSG Capital Partners IV, L.P., SSG Capital Partners V SIDECAR,
L.P., SSG Capital Partners V, L.P., SSG Secured Lending Opportunities I-A, L.P., SSG Secured Lending Opportunities II, L.P., Touchstone
Credit Opportunities Fund, Towers Watson Focused High Yield Master Fund, United States Power Fund II, L.P., United States Power Fund III,
L.P., USPF II Institutional Fund, L.P., Wafra Venture Master Fund I, VEF Group Management, LLC
| By: |
/s/ Miriam Krieger |
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Name: Miriam Krieger |
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| |
Title: Authorized Person |
|
The undersigned states that he has duly executed
the attached application dated as of July 15, 2022 for and on behalf of Ares Capital Corporation; that he is the Vice President
and General Counsel of such company; and that all action by officers, directors, and other bodies necessary to authorize the undersigned
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.
| |
ARES CAPITAL CORPORATION |
| |
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| |
|
By: |
/s/ Joshua M. Bloomstein |
| |
|
|
| |
|
Name: Joshua M. Bloomstein |
| |
|
Title: General Counsel |
The undersigned states that he has duly executed
the attached application dated as of July 15, 2022 for and on behalf of Ares Private Markets Fund; that he is the Vice President
and General Counsel of such company; and that all action by officers, directors, and other bodies necessary to authorize the undersigned
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.
| |
ARES PRIVATE MARKETS FUND |
| |
|
| |
By: |
/s/ Ian Fitzgerald |
| |
|
| |
|
Name: Ian Fitzgerald |
| |
|
Title: General Counsel |
The undersigned states that he has duly executed
the attached application dated as of July 15, 2022 for and on behalf of Ares Strategic Income Fund; that he is the sole Trustee
of such company; and that all action by officers, directors, and other bodies necessary to authorize the undersigned 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.
| |
ARES STRATEGIC INCOME FUND |
| |
|
| |
By: |
/s/ Joshua M. Bloomstein |
| |
|
| |
|
Name: Joshua M. Bloomstein |
| |
|
Title: Sole Trustee |
The undersigned states that he has duly executed
the attached application dated as of July 15, 2022 for and on behalf of CION Ares Diversified Credit Fund; that he is the Vice
President and General Counsel of such company; and that all action by officers, directors, and other bodies necessary to authorize the
undersigned 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.
| |
CION ARES DIVERSIFIED CREDIT FUND |
| |
|
| |
By: |
/s/ Ian Fitzgerald |
| |
|
| |
|
Name: Ian Fitzgerald |
| |
|
Title: General Counsel |
The undersigned states that she has duly executed
the attached application dated as of July 15, 2022 for and on behalf of each entity listed below; that she is the authorized person
of each such entity; and that all action by officers, directors, and other bodies necessary to authorize the undersigned 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.
ACE III Master Fund, L.P., ACIP Investment Management
LLC, ACIP Parallel Fund A, L.P., ACIP Apex Co-Investment, L.P., ACOF Investment Management LLC, ACOF IV ATD Co-Invest, L.P., ACOF
Operating Manager II, L.P., ACOF Operating Manager III, LLC, ACOF Operating Manager IV, LLC, ACOF Operating Manager, L.P., ADREX
Advisor LLC, AEIF Kleen Investor, LLC, AEIF Linden Blocker II LLC, AEPEP II N Strategic Investments, L.P., AEPEP III N Strategic
Co-Invest, L.P., AF Energy Feeder, L.P., AF V APR Co-Invest, L.P., AIREX Advisor LLC, Ambition Holdings, L.P., American Capital
Equity I, LLC, American Capital Equity II, LP, Apollo Poland Real Estate Co-Investment, L.P., Apollo Real Estate Investment Fund V,
L.P., Apollo Real Estate Management V L.P., Apollo Real Estate Parallel Fund V-A, L.P., Apollo Real Estate Parallel Fund V-B, L.P.,
Apollo Real Estate Parallel Fund V-C, L.P., APSecurities Manager LP, AREA EAGLE Co-Invest Management LLC, AREA EAGLE Co-Invest
Partnership, L.P., AREA European Property Enhancement Management, LLC, AREA European Property Enhancement Program, L.P., AREA UK
Co-Invest Real Estate Management L.P., AREA-C, L.P., AREA-CAELUS Co-Invest Management, L.P., AREA-CAELUS Co-Invest, L.P., AREG AC
Makena Holdings LLC, AREG CC II Manager L.P., AREG CIP 601 W. 29 AIV LP, AREG CIP 601 W. 29 Co-Invest Member LLC, AREG CIP DAQ AIV
LP, AREG CIP IE Portfolio AIV LP, AREG CIP Needham AIV LP, AREG CIP One South Halsted AIV LP, AREG CIP Portland Industrial AIV LP,
AREG CIP RW50 AIV LP, AREG CIP Wellington Bay AIV LP, AREG CV Boston Hotel Co-Investor LLC, AREG ELI Co-Invest Vehicle, L.P., AREG
Iberian Residential Co-Invest Vehicle SCSp, AREG Kennedy Co-Invest S.C.A., AREG Klondike Manager, L.P., AREG LPKC Partners, L.P.,
AREG Makena Management L.P., AREG Star and Garter Co-Invest Partnership, L.P., AREG-T European Portfolio, L.P., AREG-T Manager
III, L.P., AREG-Talisman Fred Supp Partners, L.P., Ares Alternative Credit Management LLC, Ares Apex Pooling, LLC, Ares Asia
Management Ltd, Ares ASIP VII Management, L.P., Ares Asset-Backed Loan Fund LP, Ares Cactus Operating Manager, L.P., Ares Capital
Europe IV (E) Levered, Ares Capital Europe IV (E) Unlevered, Ares Capital Europe IV (G) Levered, Ares Capital Europe
IV (G) Unlevered, Ares Capital Europe V (E) Levered, Ares Capital Europe V (E) Unlevered, Ares Capital Europe V
(G) Levered, Ares Capital Europe V (G) Unlevered, Ares Capital Europe, L.P., Ares Capital Management LLC, Ares Capital
Management II LLC, Ares Capital Management III LLC, Ares Centre Street Management, L.P., Ares Centre Street Partnership, L.P., Ares
CIP (V) Management LLC, ARES CIP US Real Estate Opportunity Partners A, L.P., ARES CIP US Real Estate Opportunity Partners B,
L.P, Ares Climate Infrastructure Partners, L.P., Ares CLO Funding I, L.P., Ares CLO Funding III LP, Ares CLO Management LLC, Ares
CLO Management XXVII, L.P., Ares CLO Management II, LLC, Ares CLO Management IIIR/IVR, L.P., Ares CLO Management VIR, L.P., Ares CLO
Management VR, L.P., Ares CLO Management X, L.P., Ares CLO Management XI, L.P., Ares CLO Management XX, L.P., Ares CLO Management
XXI, L.P., Ares CLO Management XXIX, L.P., Ares CLO Warehouse 2021-6 Ltd., Ares CLO Warehouse 2021-8 Ltd., Ares Commercial Finance
LP, Ares Commercial Finance Management, LP, Ares Commercial Real Estate Corporation, Ares Commercial Real Estate Management LLC,
Ares Corporate Opportunities Fund Asia, L.P., Ares Corporate Opportunities Fund II, L.P., Ares Corporate Opportunities Fund III,
L.P., Ares Corporate Opportunities Fund IV, L.P., Ares Corporate Opportunities Fund V, L.P., Ares Corporate Opportunities Fund VI
Parallel (Foreign), L.P., Ares Corporate Opportunities Fund VI Parallel (TE), L.P., Ares Corporate Opportunities Fund VI, L.P., Ares
Corporate Opportunities Fund, L.P., Ares Credit Hedge Fund LP, Ares Credit Investment Partnership I (V) L.P., Ares Credit
Investment Partnership II (A), L.P., Ares Credit Strategies Feeder III UK, L.P., Ares Credit Strategies Fund I, L.P., Ares Credit
Strategies Fund III, L.P., Ares Credit Strategies Insurance Dedicated Fund - Series of SALI Multi Series Fund LP, Ares CSF
III Investment Management, LLC, Ares CSF IV Management LLC, Ares CSF Operating Manager I, LLC, Ares Customized Credit Fund L.P.,
Ares Direct Finance I LP, Ares Direct Investments (AC) LP, Ares Direct Lending Opportunities LLC, Ares Direct Lending Opportunities
Offshore LLC, Ares Direct Lending Opportunities Parallel LLC, Ares Diversified Credit Strategies Fund (S), L.P., Ares Diversified
Credit Strategies Fund II (IM), L.P., Ares Diversified Real Estate Exchange LLC, Ares EHP Co-Invest Holdings, L.P.,
Ares EIF Management, LLC, Ares Energy Investors Fund V, L.P., Ares Energy Opportunities Fund A, L.P., Ares Energy Opportunities Fund
B, L.P., Ares Energy Opportunities Fund, L.P., Ares Enhanced Credit Opportunities Investment Management II, LLC, Ares Enhanced
Credit Opportunities Master Fund II, LTD., Ares Enhanced Loan Investment Strategy Advisor IV, L.P., Ares Enhanced Loan
Investment Strategy II, LTD., Ares Enhanced Loan Investment Strategy III, LTD., Ares Enhanced Loan Investment Strategy
IR, LTD., Ares Enhanced Loan Management II, L.P., Ares Enhanced Loan Management III, L.P., Ares Enhanced Loan Management IR,
L.P., Ares EPIC Co-
Invest
II, L.P., Ares EPIC Co-Invest, L.P., Ares European CLO II B.V., Ares European CLO IX Designated Activity Company, Ares European CLO
VI Designated Activity Company, Ares European CLO VII Designated Activity Company, Ares European CLO VIII Designated Activity
Company, Ares European CLO X Designated Activity Company, Ares European CLO XI Designated Activity Company, Ares European CLO XII
Designated Activity Company, Ares European CLO XIII Designated Activity Company, Ares European CLO XIV Designated Activity Company,
Ares European CLO XV Designated Activity Company, Ares European CLO XVI Designated Activity Company, Ares European Credit
Investments I (C), L.P., Ares European Credit Investments II (G), L.P., Ares European Credit Investments III (K), L.P., Ares
European Credit Investments IV (A), L.P., Ares European Credit Investments V (X), L.P., Ares European Credit Investments VI (N),
L.P., Ares European Credit Investments VII (CP), L.P., Ares European Credit Investments IX (AF), L.P., Ares European Credit
Strategies Fund II (B), L.P., Ares European Credit Strategies Fund III (A), L.P., Ares European Credit Strategies Fund IV (M), L.P.,
Ares European Credit Strategies Fund IX (C), L.P., Ares European Credit Strategies Fund V (G) L.P., Ares European Credit
Strategies Fund VI (B), LP, Ares European Credit Strategies Fund VII (Palo Verde), L.P., Ares European Credit Strategies Fund X (T),
L.P., Ares European Credit Strategies Fund XI (S), L.P., Ares European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 1, Ares
European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 2, Ares European Loan Funding II, Ares European Loan Funding S.L.P.,
Ares European Loan Management LLP, Ares European Property Enhancement Parallel Partners III SCSp, Ares European Property Enhancement
Partners II, L.P., Ares European Property Enhancement Partners III SCSp, Ares European Real Estate Fund I (EU), L.P., Ares European
Real Estate Fund I (IF), L.P., Ares European Real Estate Fund II (EURO), L.P., Ares European Real Estate Fund II, L.P., Ares
European Real Estate Fund III (EURO), L.P., Ares European Real Estate Fund III, L.P., Ares European Real Estate Fund IV (EURO),
L.P., Ares European Real Estate Fund IV, L.P., Ares European Real Estate Fund V (Dollar) SCSp, Ares European Real Estate Fund V
SCSp, Ares European Real Estate Fund VI SCSp, Ares European Real Estate Management I, L.P., Ares European Real Estate Management II,
L.P., Ares European Real Estate Management III, L.P., Ares Global Credit Fund S.C.A., SICAV-RAIF - Ares European Loan Fund (G), Ares
Global Credit Fund S.C.A., SICAV-RAIF - Ares U.S. Loan Fund (G), Ares Global High Grade CLO Debt Fund, L.P., Ares Global Multi-Asset
Credit Master Fund, L.P., Ares Ground Lease Partners, L.P., Ares HICOF Operating Manager, L.P., Ares High Income Credit
Opportunities Fund II (Master) LP, Ares High Income Credit Opportunities Fund, L.P., Ares High Yield Strategies Fund IV Management,
L.P., Ares ICOF II Management, LLC, Ares ICOF II Master Fund, L.P., Ares ICOF III Fund (CAYMAN) LP, Ares ICOF III Fund (Delaware)
LP, Ares ICOF III Management LP, Ares IDF Management LLC, Ares IIIR/IVR CLO LTD., Ares Income Opportunity Fund, L.P., Ares
Industrial Real Estate Exchange LLC, Ares Industrial Real Estate Fund GP LLC, Ares Industrial Real Estate Fund LP, Ares Industrial
Real Estate Fund Manager LLC, Ares Industrial Real Estate Income Trust Inc., Ares Industrial Real Estate Income Trust Inc. -
Build-To-Core Industrial Partnership I LP, Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership II
LP, Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership III LLC, Ares Institutional Credit Fund
L.P., Ares Institutional High Yield Master Fund LP, Ares Institutional Loan Fund, L.P., Ares Institutional Structured Credit
Management, L.P., Ares Jasper Fund, L.P., Ares L CLO Ltd., Ares LI CLO Ltd., Ares LII CLO Ltd., Ares LIII CLO Ltd., Ares LIV CLO
Ltd., Ares LIX CLO Ltd., Ares Loan Funding I, Ltd., Ares Loan Trust 2011, Ares Loan Trust 2016, Ares LV CLO Ltd. (fka Ares CLO
Warehouse 2018-6), Ares LVI CLO Ltd., Ares LVII CLO Ltd., Ares LVIII CLO Ltd., Ares LX CLO Ltd., Ares LXI CLO Ltd., Ares LXII CLO
Ltd., Ares Management Limited, Ares Management LLC, Ares Management Luxembourg S.a.r.l., Ares Management UK Limited, Ares Master
Employee Co-Invest Program 2015, L.P., Ares Master Employee Co-Invest Program 2019 Offshore, L.P., Ares Master Employee Co-Invest
Program 2019 Onshore, L.P., Ares Mezzanine Management LLC, Ares Mezzanine Partners, L.P., Ares Midway Partners, L.P., Ares Minerva
Co-Invest, L.P., Ares MSCF V (H) Management LLC, Ares Multi-Asset Credit Strategies Fund LP, Ares Multi-Credit Fund LLC, Ares
Multi-Strategy Credit Fund V (H), L.P., Ares ND Credit Strategies Fund LLC, Ares PA Opportunities Fund, L.P., Ares Pan-European
Logistics Partnership, L.P., Ares Pathfinder Core Fund (Offshore), L.P., Ares Pathfinder Core Fund, L.P., Ares Pathfinder Fund
(Offshore), L.P., Ares Pathfinder Fund, L.P., Ares PBN Finance Co. LLC, Ares PE Extended Value Fund LP, Ares PG Co-Invest L.P., Ares
Private Account Management I, L.P., Ares Private Credit Solutions (Cayman), L.P., Ares Private Credit Solutions (Offshore) II, L.P.,
Ares Private Credit Solutions II, L.P., Ares Private Credit Solutions, L.P., Ares Private Debt Strategies Fund II, L.P., Ares
Private Opportunities (CP), L.P., Ares Private Opportunities (NYC), L.P., Ares Private Opportunities 2020 (C), LP, Ares Real Estate
Enhanced Income Fund, L.P., Ares Real Estate Management Holdings, LLC, Ares Real Estate Income Trust Inc., Ares Real Estate Secured
Income Fund, L.P., Ares RF Co-Invest (H), L.P., Ares RF Co-Invest, L.P., Ares RLG Co-Invest Holdings, L.P., Ares SCM Co-Invest III,
L.P., Ares Secured Income Master Fund LP, Ares Senior Direct Lending Master Fund Designated Activity Company, Ares Senior Direct
Lending Master Fund II Designated Activity Company, Ares Senior Direct Lending Parallel Fund (L) II, L.P., Ares Senior Direct
Lending Parallel Fund (L), L.P., Ares
Senior Direct Lending Parallel Fund (U) B, L.P., Ares
Senior Direct Lending Parallel Fund (U) II, L.P., Ares Senior Direct Lending Parallel Fund (U), L.P., Ares Senior Loan Trust, Ares
Senior Loan Trust Management L.P., Ares SDL II Capital Management LLC, Ares SFERS Credit Strategies Fund LLC, Ares Special Opportunities
Fund (Offshore), L.P., Ares Special Opportunities Fund, L.P., Ares Special Opportunities Fund II (Jersey A) L.P., Ares Special Opportunities
Fund II (Jersey) L.P., Ares Special Opportunities Fund II (Offshore), L.P., Ares Special Opportunities Fund II, L.P., Ares Special Situations
Fund III, L.P., Ares Special Situations Fund IV, L.P., Ares Sports, Media and Entertainment Finance (Offshore), L.P., Ares Sports, Media
and Entertainment Finance, L.P., Ares SSG Capital Management (Australia) PTY LTD, Ares SSG Capital Management (Hong Kong) Limited, Ares
SSG Capital Management Limited, Ares SSG Capital Management (Mauritius) LTD., Ares SSG Capital Management (Singapore) PTE. LTD., Ares
SSG Capital Management (Thailand) Limited, Ares SSG Capital Partners VI, L.P., Ares SSG Excelsior Co-Investment, L.P., Ares SSG Direct
Lending, L.P., Ares SSG Secured Lending Opportunities III, L.P., Ares Strategic Investment Partners IV, Ares Strategic Real Estate Program-HHC, LLC, Ares UK Credit Strategies, L.P., Ares U.S. CLO Management III LLC – Series A, Ares US Real Estate Development and
Redevelopment Fund II, LP, Ares US Real Estate Fund IX, L.P., Ares US Real Estate Fund VII 892, L.P., Ares US Real Estate Fund VII, L.P.,
Ares US Real Estate Fund VIII, L.P., Ares US Real Estate Fund X, L.P., Ares US Real Estate Fund X-A, L.P., Ares US Real Estate Fund X-B,
L.P., Ares US Real Estate Opportunity Fund III, L.P., Ares US Real Estate Opportunity Fund, L.P., Ares US Real Estate Opportunity Management,
L.P., Ares US Real Estate Opportunity Parallel Fund III-A, L.P., Ares US Real Estate Opportunity Parallel Fund III-B, L.P., Ares US Real
Estate Parallel Fund IX, L.P., Ares US Real Estate Parallel II Fund IX, L.P., Ares US Real Estate VII Management, LLC, Ares US Real Estate
VIII Management, LLC, Ares VAL Co-Invest Holdings I, L.P., Ares VAL Co-Invest Holdings II, L.P., Ares VIR CLO LTD., Ares VR CLO, LTD.,
Ares X CLO LTD., Ares XI CLO LTD., Ares XL CLO Ltd, Ares XLI CLO Ltd, Ares XLII CLO Ltd., Ares XLIII CLO Ltd., Ares XLIV CLO Ltd., Ares
XLIX CLO Ltd, Ares XLV CLO Ltd., Ares XLVI CLO LTD, Ares XLVII CLO LTD, Ares XLVIII CLO Ltd., Ares XX CLO LTD, Ares XXI CLO LTD., Ares
XXIX CLO LTD, Ares XXVII CLO LTD, Ares XXVIIIR CLO Ltd., Ares XXXIIR CLO Ltd., Ares XXXIR CLO Ltd., ARES XXXIV CLO LTD., Ares XXXIX CLO
Ltd., Ares XXXVII CLO, LTD, Ares XXXVIII CLO, LTD, ASIP Operating Manager IV, LLC, ASOF Delaware Feeder, L.P., ASOF
Direct Investments (A), L.P., ASOF Investment Management LLC, Ares Insurance Partners, L.P., Ares Insurance Solutions LLC, Aspida Holdings
Ltd., Aspida Life Re Ltd., Aspida Holdings LLC, Aspida Re (Bermuda) Ltd., Aspida Re Services Ltd., Aspida Risk Advisors, LLC, Aspida Financial
Services, LLC, Aspida Life Insurance Company, ASSF Operating Manager III, LLC, ASSF Operating Manager IV, L.P., BCG BTC III Managing Member
LLC, Cal Ares Real Estate Debt Partners, LLC, Chengdu Ares Yuanjing Equity Investment Fund L.P., Chengdu Ares Yuankang Investment Management
Co Ltd, Chimney Tops Loan Fund, LLC, CION Ares Management, LLC, COLTS 2005-1 LTD., COLTS 2005-2 LTD., Columbus Opportunity Fund, L.P.,
Crestline Denali Capital LLC, Crestline Denali CLO XIV, Ltd., Crestline Denali CLO XV, Ltd., Crestline Denali CLO XVI, Ltd.,
Crestline Denali CLO XVII, Ltd., Denali Capital CLO X, Ltd., Denali Capital CLO XI, Ltd., Denali Capital CLO XII, Ltd.,
EIF Calypso II Blocker, LLC, EIF Channelview Blocker, LLC, EIF Oregon, LLC, EIF United States Power Fund IV, L.P., Emporia Preferred Funding
III, LTD., Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, Hush Lux S.a.r.l., Industrial Property Advisors Sub II LLC, Industrial
Property Advisors Sub III LLC, Ivy Hill Asset Management, L.P., Ivy Hill Investment Holdings, LLC, Ivy Hill Middle Market
Credit Fund IV, LTD., Ivy Hill Middle Market Credit Fund IX, LTD, Ivy Hill Middle Market Credit Fund V, LTD., Ivy
Hill Middle Market Credit Fund VII, LTD., Ivy Hill Middle Market Credit Fund VIII, LTD., Ivy Hill Middle Market Credit
Fund X, LTD, Ivy Hill Middle Market Credit Fund XII, LTD, Ivy Hill Middle Market Credit Fund XIV, Ltd, Ivy Hill Middle Market
Credit Fund XV, Ltd., Ivy Hill Middle Market Credit Fund XVI, Ltd., Ivy Hill Middle Market Credit Fund XVII, Ltd., Ivy
Hill Middle Market Credit Fund XIX, Ltd., Ivy Hill Middle Market Credit Fund XVIII, Ltd., Ivy Hill Revolver Funding
LP, Klondike LLC, Landmark - NYC Fund I, L.P., Landmark Co-Investment Partners IX, L.P., Landmark Equity Advisors LLC, Landmark Equity
Partners XIII, L.P., Landmark Equity Partners XIII-A, L.P., Landmark Equity Partners XIV, L.P., Landmark Equity Partners XV, L.P., Landmark
Equity Partners XVI Co-Investment Fund, L.P., Landmark Equity Partners XVI, L.P., Landmark Equity Partners XVII Co-Investment Fund, L.P.,
Landmark Equity Partners XVII, L.P, Landmark Equity Partners XVII-B, L.P., Landmark Growth Capital Partners, L.P., Landmark Hudson Partners
I, L.P., Landmark IAM Growth Capital, L.P., Landmark IAM Real Estate Partnership V, L.P., Landmark Infrastructure Partners II, L.P., Landmark
Pacific Partners II, L.P., Landmark Pacific Partners, L.P. – Series A, Landmark Pacific Partners, L.P. – Series B,
Landmark Pacific Partners, L.P. – Series C, Landmark Partners LLC, Landmark Partners 1907 Fund I, L.P., Landmark Partners 1907
Fund II, L.P., Landmark Partners 1907 Fund III, L.P., Landmark Partners Insurance Fund Series Interests of the SALI Multi-Series Fund,
L.P., Landmark Private Opportunities (FG) 2021, L.P., Landmark Realty Advisors LLC, Landmark Real Estate Partners IX Co-Investment Fund,
L.P., Landmark Real Estate Partners IX, L.P., Landmark Real Estate Partners V, L.P., Landmark Real Estate Partners VI Offshore, L.P.,
Landmark Real Estate Partners VI, L.P., Landmark
Real Estate Partners VII Offshore, L.P., Landmark Real Estate
Partners VII OPERS Co-Investment, L.P., Landmark Real Estate Partners VII, L.P., Landmark Real Estate Partners VIII Co-Investment Fund,
L.P., Landmark Real Estate Partners VIII, L.P., Landmark Real Estate Partners VIII-A, L.P., Landmark Real Estate Partners VIII-Campbell
Co-Investment, L.P., Landmark Real Estate Partners IX-Campbell Co-Investment, L.P., Landmark Real Estate Partners VII-IP Co-Investment,
L.P., Landmark Real Estate Partners VI-OPERS Co-Investment, L.P., Landmark Sing Co-Investment Fund I, L.P., Landmark Tig Co-Investment
Fund I, L.P., Landmark TX ERS Co-Investment Fund I, L.P., Landmark TX ERS Co-Investment Fund II, L.P., Legacy SCM Aggregator, LLC, LWFB
Co-Investment Fund I, L.P., MC European Real Estate Debt Parent LP, MC Investments Parent L.P, NCL III - Outside Opportunities B, NCL
Investments II - Outside Opportunities Series A, NCL Investments II - Outside Opportunities Series B, NCL Investments II - PE
Series, NCL Investments II - RA Series, NCL Investments II - RE Series, NCL Investments III PE Series, NCL Investments III RA Series,
NCL Investments III RE Series, NCL Investments III, L.P. Outside Opportunities Series A, NCL Investments, L.P. - PE Series, NCL Investments,
L.P. - RA Series, NCL Investments, L.P. - RE Series, Passero 18, L.P., Private Debt Strategies Fund III, L.P., Private Debt Strategies
Fund IV, L.P., Private Debt Strategies Fund V, L.P., Renaissance Floating Rate Income Fund, SEI Global Master Fund PLC, SEI Institutional
Investments Trust - High Yield Bond Fund, SEI Institutional Investments Trust - Opportunistic Income Fund, SEI Institutional Managed Trust
- High Yield Bond Fund, SEI Investments Canada Company - U.S. High Yield Bond Fund, Shanghai SSG Investment Management Company Limited,
Spring Bridge Partners (Longshore), LP, Spring Bridge Partners (PES) Fund, LP, Spring Bridge Partners, L.P., SSG Capital Partners I Side
Pocket, L.P., SSG Capital Partners II, L.P., SSG Capital Partners III, LP, SSG Capital Partners IV SIDECAR, L.P., SSG Capital Partners
IV, L.P., SSG Capital Partners V SIDECAR, L.P., SSG Capital Partners V, L.P., SSG Secured Lending Opportunities I-A, L.P., SSG Secured
Lending Opportunities II, L.P., Touchstone Credit Opportunities Fund, Towers Watson Focused High Yield Master Fund, United States Power
Fund II, L.P., United States Power Fund III, L.P., USPF II Institutional Fund, L.P., Wafra Venture Master Fund I, VEF Group Management,
LLC
| |
By: |
/s/ Miriam Krieger |
| |
|
| |
|
Name: Miriam Krieger |
| |
|
Title: Authorized Person |
APPENDIX A
The Existing Advisers to Affiliated
Funds are comprised of the following investment advisers:
| a) | ACIP Investment Management LLC |
| b) | ACOF Investment Management LLC |
| c) | ACOF Operating Manager II, L.P. |
| d) | ACOF Operating Manager III, LLC |
| e) | ACOF Operating Manager IV, LLC |
| f) | ACOF Operating Manager, L.P. |
| g) | ADREX Advisor LLC |
| h) | AIREX Advisor LLC |
| i) | Apollo Real Estate Management V, L.P. |
| j) | APSecurities Manager LP |
| k) | AREA EAGLE Co-Invest Management LLC |
| l) | AREA European Property Enhancement Management, LLC |
| m) | AREA UK Co-Invest Real Estate Management L.P. |
| n) | AREA-CAELUS Co-Invest Management, L.P. |
| o) | AREG CC II Manager L.P. |
| p) | AREG Klondike Manager, L.P. |
| q) | AREG Makena Management L.P. |
| r) | AREG-T Manager III, L.P. |
| s) | Ares Alternative Credit Management LLC |
| t) | Ares Asia Management Ltd |
| u) | Ares ASIP VII Management, L.P. |
| v) | Ares Cactus Operating Manager, L.P. |
| w) | Ares Capital Management II LLC |
| x) | Ares Capital Management III LLC |
| y) | Ares Capital Management LLC |
| z) | Ares Centre Street Management, L.P. |
| aa) | Ares CIP (V) Management LLC |
| bb) | Ares CLO Management XXVII, L.P. |
| cc) | Ares CLO Management II, LLC |
| dd) | Ares CLO Management IIIR/IVR, L.P. |
| ee) | Ares CLO Management LLC |
| ff) | Ares CLO Management VIR, L.P. |
| gg) | Ares CLO Management VR, L.P. |
| hh) | Ares CLO Management X, L.P. |
| ii) | Ares CLO Management XI, L.P. |
| jj) | Ares CLO Management XX, L.P. |
| kk) | Ares CLO Management XXI, L.P. |
| ll) | Ares CLO Management XXIX, L.P. |
| mm) | Ares Commercial Finance Management, LP |
| nn) | Ares Commercial Real Estate Management LLC |
| oo) | Ares CSF III Investment Management, LLC |
| pp) | Ares CSF IV Management LLC |
| qq) | Ares CSF Operating Manager I, LLC |
| rr) | Ares EIF Management, LLC |
| ss) | Ares Enhanced Credit Opportunities Investment Management II, LLC |
| tt) | Ares Enhanced Loan Investment Strategy Advisor IV, L.P. |
| uu) | Ares Enhanced Loan Management II, L.P. |
| vv) | Ares Enhanced Loan Management III, L.P. |
| ww) | Ares Enhanced Loan Management IR, L.P. |
| xx) | Ares European Loan Management LLP |
| yy) | Ares European Real Estate Management I, L.P. |
| zz) | Ares European Real Estate Management II, L.P. |
| aaa) | Ares European Real Estate Management III, L.P. |
| bbb) | Ares HICOF Operating Manager, L.P. |
| ccc) | Ares High Yield Strategies Fund IV Management, L.P. |
| ddd) | Ares ICOF II Management, LLC |
| eee) | Ares ICOF III Management LP |
| fff) | Ares IDF Management LLC |
| ggg) | Ares Industrial Real Estate Fund GP LLC |
| hhh) | Ares Industrial Real Estate Fund Manager LLC |
| iii) | Ares Institutional Structured Credit Management, L.P. |
| jjj) | Ares Insurance Solutions LLC |
| kkk) | Ares Management Limited |
| lll) | Ares Management LLC |
| mmm) | Ares Management Luxembourg S.a.r.l. |
| nnn) | Ares Management UK Limited |
| ooo) | Ares Mezzanine Management LLC |
| ppp) | Ares MSCF V (H) Management LLC |
| qqq) | Ares Private Account Management I, L.P. |
| rrr) | Ares Real Estate Management Holdings, LLC |
| sss) | Ares Senior Loan Trust Management L.P. |
| ttt) | Ares SDL II Capital Management LLC |
| uuu) | Ares SSG Capital Management Limited |
| vvv) | Ares SSG Capital Management (Australia) PTY LTD |
| www) | Ares SSG Capital Management (Hong Kong) Limited |
| xxx) | Ares SSG Capital Management (Mauritius) LTD. |
| yyy) | Ares SSG Capital Management (Singapore) PTE. LTD. |
| zzz) | Ares SSG Capital Management (Thailand) Limited |
| aaaa) | Ares US Real Estate Opportunity Management, L.P. |
| bbbb) | Ares US Real Estate VII Management, LLC |
| cccc) | Ares US Real Estate VIII Management, LLC |
| dddd) | Ares U.S. CLO Management III LLC – Series A |
| eeee) | ASIP Operating Manager IV, LLC |
| ffff) | ASOF Investment Management LLC |
| gggg) | ASSF Operating Manager III, LLC |
| hhhh) | ASSF Operating Manager IV, L.P. |
| iiii) | BCG BTC III Managing Member LLC |
| jjjj) | Chengdu Ares Yuankang Investment Management Co Ltd |
| kkkk) | CION Ares Management, LLC |
| llll) | Crestline Denali Capital LLC |
| mmmm) | Industrial Property Advisors Sub II LLC |
| nnnn) | Industrial Property Advisors Sub III LLC |
| oooo) | Ivy Hill Asset Management, L.P. |
| pppp) | Landmark Equity Advisors LLC |
| qqqq) | Landmark Partners LLC |
| rrrr) | Landmark Realty Advisors LLC |
| ssss) | Shanghai SSG Investment Management Company Limited |
| tttt) | VEF Group Management, LLC |
The Existing Affiliated Funds are comprised of
the following groups, and all Existing Affiliated Funds are managed by Existing Advisers to Affiliated Funds:
1. Private
Equity: The Ares Private Equity Group generally focuses on control-oriented investments, as well as investments in under-capitalized
companies or companies with capital structure issues, in amounts substantially larger than those made by ARCC. The Private Equity Group
includes, among other entities that are currently in existence but that are not currently expected to participate in Co-Investment Transactions,
the following Existing Affiliated Funds:
| a) | ACIP Parallel Fund A, L.P. |
| b) | ACIP Apex Co-Investment, L.P. |
| c) | ACOF IV ATD Co-Invest, L.P. |
| d) | AEIF Kleen Investor, LLC |
| e) | AEIF Linden Blocker II LLC |
| f) | AF Energy Feeder, L.P. |
| g) | AF V APR Co-Invest, L.P. |
| h) | Ambition Holdings, L.P. |
| i) | Ares Apex Pooling, LLC |
| j) | Ares Climate Infrastructure Partners, L.P. |
| k) | ARES CORPORATE OPPORTUNITIES FUND ASIA, L.P. |
| l) | ARES CORPORATE OPPORTUNITIES FUND II, L.P. |
| m) | ARES CORPORATE OPPORTUNITIES FUND III, L.P. |
| n) | ARES CORPORATE OPPORTUNITIES FUND IV, L.P. |
| o) | ARES CORPORATE OPPORTUNITIES FUND V, L.P. |
| p) | Ares Corporate Opportunities Fund VI Parallel (Foreign), L.P. |
| q) | Ares Corporate Opportunities Fund VI Parallel (TE), L.P. |
| r) | Ares Corporate Opportunities Fund VI, L.P. |
| s) | ARES CORPORATE OPPORTUNITIES FUND, L.P. |
| t) | ARES CREDIT STRATEGIES FUND I, L.P. |
| u) | Ares Direct Investments (AC) LP |
| v) | Ares EHP Co-Invest Holdings, L.P. |
| w) | ARES ENERGY INVESTORS FUND V, L.P. |
| x) | Ares Energy Opportunities Fund A, L.P. |
| y) | Ares Energy Opportunities Fund B, L.P. |
| z) | Ares Energy Opportunities Fund, L.P. |
| aa) | Ares EPIC Co-Invest II, L.P. |
| bb) | Ares EPIC Co-Invest, L.P. |
| cc) | Ares Master Employee Co-Invest Program 2015, L.P. |
| dd) | Ares Master Employee Co-Invest Program 2019 Offshore, L.P. |
| ee) | Ares Master Employee Co-Invest Program 2019 Onshore, L.P. |
| ff) | Ares PA Opportunities Fund, L.P. |
| gg) | Ares PBN Finance Co. LLC |
| hh) | Ares PE Extended Value Fund LP |
| ii) | Ares PG Co-Invest L.P. |
| jj) | Ares Private Opportunities (CP), L.P. |
| kk) | Ares Private Opportunities (NYC), L.P. |
| ll) | Ares Private Opportunities 2020 (C), LP |
| mm) | Ares RF Co-Invest (H), L.P. |
| nn) | Ares RF Co-Invest, L.P. |
| oo) | Ares RLG Co-Invest Holdings, L.P. |
| pp) | Ares SCM Co-Invest III, L.P. |
| qq) | Ares Special Opportunities Fund (Offshore), L.P. |
| rr) | Ares Special Opportunities Fund, L.P. |
| ss) | Ares Special Opportunities Fund II (Jersey A) L.P. |
| tt) | Ares Special Opportunities Fund II (Jersey) L.P. |
| uu) | Ares Special Opportunities Fund II (Offshore), L.P. |
| vv) | Ares Special Opportunities Fund II, L.P. |
| ww) | ARES SPECIAL SITUATIONS FUND III, L.P. |
| xx) | ARES SPECIAL SITUATIONS FUND IV, L.P. |
| yy) | Ares SSG Capital Partners VI, L.P. |
| zz) | Ares SSG Excelsior Co-Investment, L.P. |
| aaa) | ARES SSG SECURED LENDING OPPORTUNITIES III, L.P. |
| bbb) | Ares VAL Co-Invest Holdings I, L.P. |
| ccc) | Ares VAL Co-Invest Holdings II, L.P. |
| ddd) | ASOF Delaware Feeder, L.P. |
| eee) | ASOF Direct Investments (A), L.P. |
| fff) | Chengdu Ares Yuanjing Equity Investment Fund L.P. |
| ggg) | EIF CALYPSO II BLOCKER, LLC |
| hhh) | EIF CHANNELVIEW BLOCKER, LLC |
| iii) | EIF OREGON, LLC |
| jjj) | EIF UNITED STATES POWER FUND IV, L.P. |
| kkk) | Legacy SCM Aggregator, LLC |
| lll) | SSG CAPITAL PARTNERS I SIDE POCKET, L.P. |
| mmm) | SSG CAPITAL PARTNERS II, L.P. |
| nnn) | SSG CAPITAL PARTNERS III, LP |
| ooo) | SSG CAPITAL PARTNERS IV SIDECAR, L.P. |
| ppp) | SSG CAPITAL PARTNERS IV, L.P. |
| qqq) | SSG CAPITAL PARTNERS V SIDECAR, L.P. |
| rrr) | SSG CAPITAL PARTNERS V, L.P. |
| sss) | SSG SECURED LENDING OPPORTUNITIES I-A, L.P. |
| ttt) | SSG SECURED LENDING OPPORTUNITIES II, L.P. |
| uuu) | UNITED STATES POWER FUND II, L.P. |
| vvv) | UNITED STATES POWER FUND III, L.P. |
| www) | USPF II INSTITUTIONAL FUND, L.P. |
2. Direct
Lending: The Ares Direct Lending Group focuses primarily on non-syndicated first and second lien senior loans and mezzanine debt,
which in some cases may include an equity component. The Direct Lending Group includes, among other entities that are currently in existence
but that are not currently expected to participate in the Co-Investment Transactions, the following Existing Affiliated Funds:
| a) | ACE III MASTER FUND, L.P. |
| b) | ARES CAPITAL CORPORATION |
| c) | Ares Capital Europe IV (E) Levered |
| d) | Ares Capital Europe IV (E) Unlevered |
| e) | Ares Capital Europe IV (G) Levered |
| f) | Ares Capital Europe IV (G) Unlevered |
| g) | Ares Capital Europe V (E) Levered |
| h) | Ares Capital Europe V (E) Unlevered |
| i) | Ares Capital Europe V (G) Levered |
| j) | Ares Capital Europe V (G) Unlevered |
| k) | ARES CAPITAL EUROPE, L.P. |
| l) | ARES CENTRE STREET PARTNERSHIP, L.P. |
| m) | ARES COMMERCIAL FINANCE LP |
| n) | Ares Credit Investment Partnership I (V) L.P. |
| o) | Ares Credit Investment Partnership II (A), L.P. |
| p) | Ares Credit Strategies Feeder III UK, L.P. |
| q) | ARES CREDIT STRATEGIES FUND III, L.P. |
| r) | Ares Credit Strategies Insurance Dedicated Fund - Series of SALI Multi Series Fund LP |
| s) | ARES CUSTOMIZED CREDIT FUND L.P. |
| t) | Ares Direct Finance I LP |
| u) | Ares Direct Lending Opportunities LLC |
| v) | Ares Direct Lending Opportunities Offshore LLC |
| w) | Ares Direct Lending Opportunities Parallel LLC |
| x) | Ares European Credit Investments I (C), L.P. |
| y) | Ares European Credit Investments II (G), L.P. |
| z) | Ares European Credit Investments III (K), L.P. |
| aa) | Ares European Credit Investments IV (A), L.P. |
| bb) | Ares European Credit Investments V (X), L.P. |
| cc) | Ares European Credit Investments VI (N), L.P. |
| dd) | Ares European Credit Investments VII (CP), L.P. |
| ee) | Ares European Credit Investments IX (AF), L.P., |
| ff) | ARES EUROPEAN CREDIT STRATEGIES FUND II (B), L.P. |
| gg) | ARES EUROPEAN CREDIT STRATEGIES FUND III (A), L.P. |
| hh) | Ares European Credit Strategies Fund IV (M), L.P. |
| ii) | Ares European Credit Strategies Fund IX (C), L.P. |
| jj) | Ares European Credit Strategies Fund V (G) L.P. |
| kk) | Ares European Credit Strategies Fund VI (B), LP |
| ll) | Ares European Credit Strategies Fund VII (Palo Verde), L.P. |
| mm) | Ares European Credit Strategies Fund X (T), L.P. |
| nn) | Ares European Credit Strategies Fund XI (S), L.P. |
| oo) | Ares European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 1 |
| pp) | Ares European Credit Strategies Fund XII (Z), SCSp RAIF - Sub-Fund 2 |
| qq) | Ares Jasper Fund, L.P. |
| rr) | ARES MEZZANINE PARTNERS, L.P. |
| ss) | Ares ND Credit Strategies Fund LLC |
| tt) | Ares Private Credit Solutions (Cayman), L.P. |
| uu) | Ares Private Credit Solutions (Offshore) II, L.P. |
| vv) | Ares Private Credit Solutions II, L.P. |
| ww) | Ares Private Credit Solutions, L.P. |
| xx) | Ares Senior Direct Lending Master Fund Designated Activity Company |
| yy) | Ares Senior Direct Lending Master Fund II Designated Activity Company |
| zz) | Ares Senior Direct Lending Parallel Fund (L) II, L.P. |
| aaa) | Ares Senior Direct Lending Parallel Fund (L), L.P. |
| bbb) | Ares Senior Direct Lending Parallel Fund (U) B, L.P. |
| ccc) | Ares Senior Direct Lending Parallel Fund (U) II, L.P. |
| ddd) | Ares Senior Direct Lending Parallel Fund (U), L.P. |
| eee) | Ares SFERS Credit Strategies Fund LLC |
| fff) | Ares Sports, Media and Entertainment Finance (Offshore), L.P. |
| ggg) | Ares Sports, Media and Entertainment Finance, L.P. |
| hhh) | Ares SSG Direct Lending, L.P. |
| iii) | Ares Strategic Income Fund |
| jjj) | ARES UK CREDIT STRATEGIES, L.P. |
| kkk) | Chimney Tops Loan Fund, LLC |
| lll) | CION Ares Diversified Credit Fund |
| mmm) | MC Investments Parent L.P |
3. Alternative
Credit. The Ares Alternative Credit Group focuses on investment opportunities that fall outside of traditional, well-defined markets.
The Alternative Credit Group utilizes strategies that feature a differentiated approach to capture value through direct origination, credit
arbitrage and disruptions in traditional markets. The Alternative Credit Group includes, among other entities that are currently in existence
but that are not currently expected to participate in Co-Investment Transactions, the following Existing Affiliated Funds:
| a) | Ares Asset-Backed Loan Fund LP |
| b) | Ares Global High Grade CLO Debt Fund, L.P. |
| c) | Ares High Income Credit Opportunities Fund II (Master) LP |
| d) | Ares High Income Credit Opportunities Fund, L.P. |
| e) | Ares ICOF II Master Fund, L.P. |
| f) | Ares ICOF III Fund (CAYMAN) LP |
| g) | Ares ICOF III Fund (Delaware) LP |
| h) | Ares Multi-Credit Fund LLC |
| i) | Ares Pathfinder Core Fund (Offshore), L.P. |
| j) | Ares Pathfinder Core Fund, L.P. |
| k) | Ares Pathfinder Fund (Offshore), L.P. |
| l) | Ares Pathfinder Fund, L.P. |
| m) | Ares Secured Income Master Fund LP |
4. Tradable
Credit: The Ares Tradable Credit Group focuses primarily on syndicated senior secured loans, high-yield bonds, distressed debt, other
liquid fixed-income investments, and other publicly-traded debt securities. The Tradable Credit Group includes, among other entities that
are currently in existence but that are not currently expected to participate in Co-Investment Transactions, the following Existing Affiliated
Funds:
| a) | Ares CLO Funding I, L.P. |
| b) | Ares CLO Funding III LP |
| c) | Ares CLO Warehouse 2021-6 Ltd. |
| d) | Ares CLO Warehouse 2021-8 Ltd. |
| e) | Ares Credit Hedge Fund LP |
| f) | Ares Diversified Credit Strategies Fund (S), L.P. |
| g) | Ares Diversified Credit Strategies Fund II (IM), L.P. |
| h) | ARES ENHANCED CREDIT OPPORTUNITIES MASTER FUND II, LTD. |
| i) | ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD. |
| j) | ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD. |
| k) | ARES ENHANCED LOAN INVESTMENT STRATEGY IR, LTD. |
| l) | ARES EUROPEAN CLO II B.V. |
| m) | Ares European CLO IX Designated Activity Company |
| n) | ARES EUROPEAN CLO VI Designated Activity Company |
| o) | ARES EUROPEAN CLO VII Designated Activity Company |
| p) | Ares European CLO VIII Designated Activity Company |
| q) | Ares European CLO X Designated Activity Company |
| r) | Ares European CLO XI Designated Activity Company |
| s) | Ares European CLO XII Designated Activity Company |
| t) | Ares European CLO XIII Designated Activity Company |
| u) | Ares European CLO XIV Designated Activity Company |
| v) | Ares European CLO XV Designated Activity Company |
| w) | Ares European CLO XVI Designated Activity Company |
| x) | Ares European Loan Funding II |
| y) | Ares European Loan Funding S.L.P. |
| z) | Ares Global Credit Fund S.C.A., SICAV-RAIF - Ares European Loan Fund (G) |
| aa) | Ares Global Credit Fund S.C.A., SICAV-RAIF - Ares U.S. Loan Fund (G) |
| bb) | Ares Global Multi-Asset Credit Master Fund, L.P. |
| cc) | ARES IIIR/IVR CLO LTD. |
| dd) | ARES INCOME OPPORTUNITY FUND, L.P. |
| ee) | ARES INSTITUTIONAL CREDIT FUND L.P. |
| ff) | Ares Institutional High Yield Master Fund LP |
| gg) | Ares Institutional Loan Fund, L.P. |
| hh) | Ares L CLO Ltd. |
| ii) | Ares LI CLO Ltd. |
| jj) | Ares LII CLO Ltd. |
| kk) | Ares LIII CLO Ltd. |
| ll) | Ares LIV CLO Ltd. |
| mm) | Ares LIX CLO Ltd. |
| nn) | Ares Loan Funding I, Ltd. |
| oo) | Ares Loan Trust 2011 |
| pp) | Ares Loan Trust 2016 |
| qq) | Ares LV CLO Ltd. (fka Ares CLO Warehouse 2018-6) |
| rr) | Ares LVI CLO Ltd. |
| ss) | Ares LVII CLO Ltd. |
| tt) | Ares LVIII CLO Ltd. |
| uu) | Ares LX CLO Ltd. |
| vv) | Ares LXI CLO Ltd. |
| ww) | Ares LXII CLO Ltd. |
| xx) | Ares Multi-Asset Credit Strategies Fund LP |
| yy) | Ares Multi-Strategy Credit Fund V (H), L.P. |
| zz) | ARES SENIOR LOAN TRUST |
| aaa) | ARES STRATEGIC INVESTMENT PARTNERS IV |
| bbb) | ARES VIR CLO LTD. |
| ccc) | ARES VR CLO, LTD. |
| ddd) | ARES X CLO LTD. |
| eee) | ARES XI CLO LTD. |
| fff) | Ares XL CLO Ltd |
| ggg) | Ares XLI CLO Ltd |
| hhh) | Ares XLII CLO Ltd. |
| iii) | Ares XLIII CLO Ltd. |
| jjj) | Ares XLIV CLO Ltd. |
| kkk) | Ares XLIX CLO Ltd |
| lll) | Ares XLV CLO Ltd. |
| mmm) | Ares XLVI CLO LTD |
| nnn) | Ares XLVII CLO LTD |
| ooo) | Ares XLVIII CLO Ltd. |
| ppp) | ARES XX CLO LTD |
| qqq) | ARES XXI CLO LTD. |
| rrr) | ARES XXIX CLO LTD |
| sss) | ARES XXVII CLO LTD |
| ttt) | Ares XXVIIIR CLO Ltd. |
| uuu) | Ares XXXIIR CLO Ltd. |
| vvv) | Ares XXXIR CLO Ltd. |
| www) | ARES XXXIV CLO LTD. |
| xxx) | Ares XXXIX CLO Ltd. |
| yyy) | ARES XXXVII CLO LTD |
| zzz) | ARES XXXVIII CLO LTD |
| aaaa) | Crestline Denali CLO XIV, Ltd. |
| bbbb) | Crestline Denali CLO XV, Ltd. |
| cccc) | Crestline Denali CLO XVI, Ltd. |
| dddd) | Crestline Denali CLO XVII, Ltd. |
| eeee) | Denali Capital CLO X, Ltd. |
| ffff) | Denali Capital CLO XI, Ltd. |
| gggg) | Denali Capital CLO XII, Ltd. |
| hhhh) | Goldman Sachs Multi-Manager Non-Core Fixed Income Fund |
| iiii) | Renaissance Floating Rate Income Fund |
| jjjj) | SEI Global Master Fund PLC |
| kkkk) | SEI Institutional Investments Trust - High Yield Bond Fund |
| llll) | SEI Institutional Investments Trust - Opportunistic Income Fund |
| mmmm) | SEI Institutional Managed Trust - High Yield Bond Fund |
| nnnn) | SEI Investments Canada Company - U.S. High Yield Bond Fund |
| oooo) | Touchstone Credit Opportunities Fund |
| pppp) | Towers Watson Focused High Yield Master Fund |
5. Aspida:
Aspida Holdings Ltd.( together with its successor entities, “Aspida Holdings”) engages in the
insurance business through wholly-owned subsidiary insurance companies and insurance-related businesses, some organized in countries other
than the United States and some in the United States. Aspida invests most of its assets in securities, including investments in debt issued
by private companies. Aspida includes, among other entities that are currently in existence but that are not currently expected
to participate in Co-Investment Transactions, the following Existing Affiliated Funds:
| a) | Ares Insurance Partners, L.P. |
| b) | Ares Insurance Solutions LLC |
| c) | Aspida Holdings Ltd. |
| d) | Aspida Life Re Ltd. |
| e) | Aspida Holdings LLC |
| f) | Aspida Re (Bermuda) Ltd. |
| g) | Aspida Re Services Ltd. |
| h) | Aspida Risk Advisors, LLC |
| i) | Aspida Financial Services, LLC |
| j) | Aspida Life Insurance Company |
6. Real
Assets: Ares Real Assets Group manages several vehicles: U.S. and European real estate private equity commingled funds, real estate
equity and debt separately managed accounts and a publicly traded commercial mortgage REIT. The Real Assets Group includes, among other
entities that are currently in existence but that are not currently expected to participate in Co-Investment Transactions, the following
Existing Affiliated Funds:
| a) | AEPEP II N Strategic Investments, L.P. |
| b) | AEPEP III N Strategic Co-Invest, L.P. |
| c) | Apollo Poland Real Estate Co-Investment, L.P. |
| d) | APOLLO REAL ESTATE INVESTMENT FUND V, L.P. |
| e) | APOLLO REAL ESTATE PARALLEL FUND V-A, L.P. |
| f) | APOLLO REAL ESTATE PARALLEL FUND V-B, L.P. |
| g) | APOLLO REAL ESTATE PARALLEL FUND V-C, L.P. |
| h) | AREA EAGLE CO-INVEST PARTNERSHIP, L.P. |
| i) | AREA EUROPEAN PROPERTY ENHANCEMENT PROGRAM, L.P. |
| j) | AREA-C, L.P. |
| k) | AREA-CAELUS CO-INVEST, L.P. |
| l) | AREG AC Makena Holdings LLC |
| m) | AREG CIP 601 W. 29 AIV LP |
| n) | AREG CIP 601 W. 29 Co-Invest Member LLC |
| o) | AREG CIP DAQ AIV LP |
| p) | AREG CIP IE Portfolio AIV LP |
| q) | AREG CIP Needham AIV LP |
| r) | AREG CIP One South Halsted AIV LP |
| s) | AREG CIP Portland Industrial AIV LP |
| t) | AREG CIP RW50 AIV LP |
| u) | AREG CIP Wellington Bay AIV LP |
| v) | AREG CV BOSTON HOTEL CO-INVESTOR LLC |
| w) | AREG ELI Co-Invest Vehicle, L.P. |
| x) | AREG Iberian Residential Co-Invest Vehicle SCSp |
| y) | AREG Kennedy Co-Invest S.C.A. |
| z) | AREG LPKC Partners, L.P. |
| aa) | AREG STAR AND GARTER CO-INVEST PARTNERSHIP, L.P. |
| bb) | AREG-T EUROPEAN PORTFOLIO, L.P. |
| cc) | AREG-Talisman Fred Supp Partners, L.P. |
| dd) | ARES CIP US Real Estate Opportunity Partners A, L.P. |
| ee) | ARES CIP US Real Estate Opportunity Partners B, L.P |
| ff) | Ares Commercial Real Estate Corporation |
| gg) | Ares European Property Enhancement Parallel Partners III SCSp |
| hh) | ARES EUROPEAN PROPERTY ENHANCEMENT PARTNERS II, L.P. |
| ii) | Ares European Property Enhancement Partners III SCSp |
| jj) | ARES EUROPEAN REAL ESTATE FUND I (EU), L.P. |
| kk) | ARES EUROPEAN REAL ESTATE FUND I (IF), L.P. |
| ll) | ARES EUROPEAN REAL ESTATE FUND II (EURO), L.P. |
| mm) | ARES EUROPEAN REAL ESTATE FUND II, L.P. |
| nn) | ARES EUROPEAN REAL ESTATE FUND III (EURO), L.P. |
| oo) | ARES EUROPEAN REAL ESTATE FUND III, L.P. |
| pp) | ARES EUROPEAN REAL ESTATE FUND IV (EURO), L.P. |
| qq) | ARES EUROPEAN REAL ESTATE FUND IV, L.P. |
| rr) | Ares European Real Estate Fund V (Dollar) SCSp |
| ss) | Ares European Real Estate Fund V SCSp |
| tt) | Ares European Real Estate Fund VI SCSp |
| uu) | Ares Ground Lease Partners, L.P. |
| vv) | Ares Industrial Real Estate Fund LP |
| ww) | Ares Midway Partners, L.P. |
| xx) | Ares Minerva Co-Invest, L.P. |
| yy) | Ares Pan-European Logistics Partnership, L.P. |
| zz) | Ares Real Estate Enhanced Income Fund, L.P. |
| aaa) | Ares Real Estate Secured Income Fund, L.P. |
| bbb) | ARES STRATEGIC REAL ESTATE PROGRAM-HHC, LLC |
| ccc) | Ares US Real Estate Development and Redevelopment Fund II, LP |
| ddd) | Ares US Real Estate Fund IX, L.P. |
| eee) | ARES US REAL ESTATE FUND VII 892, L.P. |
| fff) | ARES US REAL ESTATE FUND VII, L.P. |
| ggg) | ARES US REAL ESTATE FUND VIII, L.P. |
| hhh) | Ares US Real Estate Fund X, L.P. |
| iii) | Ares US Real Estate Fund X-A, L.P. |
| jjj) | Ares US Real Estate Fund X-B, L.P. |
| kkk) | Ares US Real Estate Opportunity Fund III, L.P. |
| lll) | ARES US REAL ESTATE OPPORTUNITY FUND, L.P. |
| mmm) | Ares US Real Estate Opportunity Parallel Fund III-A, L.P. |
| nnn) | Ares US Real Estate Opportunity Parallel Fund III-B, L.P. |
| ooo) | Ares US Real Estate Parallel Fund IX, L.P. |
| ppp) | Ares US Real Estate Parallel II Fund IX, L.P. |
| qqq) | Ares Real Estate Income Trust Inc. |
| rrr) | Ares Diversified Real Estate Exchange LLC |
| sss) | Ares Industrial Real Estate Exchange LLC |
| ttt) | Ares Industrial Real Estate Income Trust Inc. |
| uuu) | Ares Industrial Real Estate Income Trust Inc. - Build-To-Core Industrial Partnership I LP |
| vvv) | Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership II LP |
| www) | Ares Industrial Real Estate Income Trust Inc.- Build-To-Core Industrial Partnership III LLC |
| xxx) | Cal Ares Real Estate Debt Partners, LLC |
| yyy) | Hush Lux S.a.r.l. |
| zzz) | Klondike LLC |
| aaaa) | MC EUROPEAN REAL ESTATE DEBT PARENT LP |
7. Secondary
Solutions: The Ares Secondary Solutions Group generally focuses on investments in secondary markets across a range of alternative asset
class strategies, including private equity and credit, real estate and infrastructure with equity and debt strategies. The Secondary Solutions
Group includes, among other entities that are currently in existence but that are not currently expected to participate in Co-Investment
Transactions, the following Existing Affiliated Funds:
| a) | Ares Private Markets Fund |
| b) | Columbus Opportunity Fund, L.P. |
| c) | Landmark - NYC Fund I, L.P. |
| d) | Landmark Co-Investment Partners IX, L.P. |
| e) | Landmark Equity Partners XIII, L.P. |
| f) | Landmark Equity Partners XIII-A, L.P. |
| g) | Landmark Equity Partners XIV, L.P. |
| h) | Landmark Equity Partners XV, L.P. |
| i) | Landmark Equity Partners XVI Co-Investment Fund, L.P. |
| j) | Landmark Equity Partners XVI, L.P. |
| k) | Landmark Equity Partners XVII Co-Investment Fund, L.P. |
| l) | Landmark Equity Partners XVII, L.P |
| m) | Landmark Equity Partners XVII-B, L.P. |
| n) | Landmark Growth Capital Partners, L.P. |
| o) | Landmark Hudson Partners I, L.P. |
| p) | Landmark IAM Growth Capital, L.P. |
| q) | Landmark IAM Real Estate Partnership V, L.P. |
| r) | Landmark Infrastructure Partners II, L.P. |
| s) | Landmark Pacific Partners II, L.P. |
| t) | Landmark Pacific Partners, L.P. – Series A |
| u) | Landmark Pacific Partners, L.P. – Series B |
| v) | Landmark Pacific Partners, L.P. – Series C |
| w) | Landmark Partners 1907 Fund I, L.P. |
| x) | Landmark Partners 1907 Fund II, L.P. |
| y) | Landmark Partners 1907 Fund III, L.P. |
| z) | Landmark Partners Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. |
| aa) | Landmark Private Opportunities (FG) 2021, L.P. |
| bb) | Landmark Real Estate Partners IX Co-Investment Fund, L.P. |
| cc) | Landmark Real Estate Partners IX, L.P. |
| dd) | Landmark Real Estate Partners V, L.P. |
| ee) | Landmark Real Estate Partners VI Offshore, L.P. |
| ff) | Landmark Real Estate Partners VI, L.P. |
| gg) | Landmark Real Estate Partners VII Offshore, L.P. |
| hh) | Landmark Real Estate Partners VII OPERS Co-Investment, L.P. |
| ii) | Landmark Real Estate Partners VII, L.P. |
| jj) | Landmark Real Estate Partners VIII Co-Investment Fund, L.P. |
| kk) | Landmark Real Estate Partners VIII, L.P. |
| ll) | Landmark Real Estate Partners VIII-A, L.P. |
| mm) | Landmark Real Estate Partners VIII-Campbell Co-Investment, L.P. |
| nn) | Landmark Real Estate Partners IX-Campbell Co-Investment, L.P. |
| oo) | Landmark Real Estate Partners VII-IP Co-Investment, L.P. |
| pp) | Landmark Real Estate Partners VI-OPERS Co-Investment, L.P. |
| qq) | Landmark Sing Co-Investment Fund I, L.P. |
| rr) | Landmark Tig Co-Investment Fund I, L.P. |
| ss) | Landmark TX ERS Co-Investment Fund I, L.P. |
| tt) | Landmark TX ERS Co-Investment Fund II, L.P., |
| uu) | LWFB CO-INVESTMENT FUND I, L.P. |
| vv) | NCL III - Outside Opportunities B |
| ww) | NCL INVESTMENTS II - OUTSIDE OPPORTUNITIES SERIES A |
| xx) | NCL INVESTMENTS II - OUTSIDE OPPORTUNITIES SERIES B |
| yy) | NCL Investments II - PE Series |
| zz) | NCL Investments II - RA Series |
| aaa) | NCL Investments II – RE Series |
| bbb) | NCL Investments III PE Series |
| ccc) | NCL Investments III RA Series |
| ddd) | NCL Investments III RE Series |
| eee) | NCL Investments III, L.P. Outside Opportunities Series A |
| fff) | NCL INVESTMENTS, L.P. - PE SERIES |
| ggg) | NCL INVESTMENTS, L.P. - RA SERIES |
| hhh) | NCL INVESTMENTS, L.P. - RE SERIES |
| iii) | PASSERO 18, L.P. |
| jjj) | SPRING BRIDGE PARTNERS (LONGSHORE), LP |
| kkk) | SPRING BRIDGE PARTNERS (PES) FUND, LP |
| lll) | SPRING BRIDGE PARTNERS, L.P. |
| mmm) | Wafra Venture Master Fund I |
APPENDIX B
1. The
Existing Downstream Ivy Hill Funds are each managed by Ivy Hill and include, among other entities that are currently in existence but
that are not currently expected to participate in Co-Investment Transactions, the following entities:
| a) | AMERICAN CAPITAL EQUITY I, LLC |
| b) | AMERICAN CAPITAL EQUITY II, LP |
| c) | ARES PRIVATE DEBT STRATEGIES FUND II, L.P. |
| d) | COLTS 2005-1 LTD. |
| e) | COLTS 2005-2 LTD. |
| f) | EMPORIA PREFERRED FUNDING III, LTD. |
| g) | IVY HILL INVESTMENT HOLDINGS, LLC |
| h) | IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD. |
| i) | IVY HILL MIDDLE MARKET CREDIT FUND IX, LTD |
| j) | IVY HILL MIDDLE MARKET CREDIT FUND V, LTD. |
| k) | IVY HILL MIDDLE MARKET CREDIT FUND VII, LTD. |
| l) | IVY HILL MIDDLE MARKET CREDIT FUND VIII, LTD. |
| m) | IVY HILL MIDDLE MARKET CREDIT FUND X, LTD |
| n) | IVY HILL MIDDLE MARKET CREDIT FUND XII, LTD |
| o) | Ivy Hill Middle Market Credit Fund XIV, Ltd |
| p) | Ivy Hill Middle Market Credit Fund XV, Ltd. |
| q) | Ivy Hill Middle Market Credit Fund XVI, Ltd. |
| r) | Ivy Hill Middle Market Credit Fund XVII, Ltd. |
| s) | Ivy Hill Middle Market Credit Fund XVIII, Ltd. |
| t) | Ivy Hill Middle Market Credit Fund XIX, Ltd. |
| u) | Ivy Hill Revolver Funding LP |
| v) | PRIVATE DEBT STRATEGIES FUND III, L.P. |
| w) | PRIVATE DEBT STRATEGIES FUND IV, L.P. |
| x) | PRIVATE DEBT STRATEGIES FUND V, L.P. |
APPENDIX C
Resolutions of the
Board of Directors of Ares Capital Corporation (the “Corporation”)
WHEREAS: The
Board of Trustees (the “Board”) deems it advisable and in the best interest of the Corporation to file with the Securities and
Exchange Commission (the “Commission”) an application to amend the Corporation’s current Order of Exemption
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 (the “Amended Application”), to permanently authorize the participation in
follow-on investments with one or more regulated funds and/or affiliated funds, in accordance with the requirements provided by the
Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020); now therefore be it
RESOLVED: That
the officers of the Corporation be, and each of them hereby is, authorized and directed on behalf of the Corporation and in its name to
prepare, execute, and cause to be filed with the Commission the Amended Application, and any further amendments thereto; and further
RESOLVED: That
the officers of the Corporation be, and each of them hereby is, authorized and directed to take such further action and execute such other
documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.
Adopted July 14, 2022
Resolutions of the
Board of Trustees of CION Ares Diversified Credit Fund (the “Fund”)
WHEREAS: The
Board of Trustees (the “Board”)
deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”)
an application to amend the Fund’s current Order of Exemption 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 (the “Amended Application”),
to permanently authorize the participation in follow-on investments with one or more regulated funds and/or affiliated funds, in accordance
with the requirements provided by the Commission in Investment Company Act of 1940 Release No. 33837 (dated April 8, 2020);
now therefore be it
RESOLVED: That
the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute,
and cause to be filed with the Commission the Amended Application, and any further amendments thereto; and further
RESOLVED: That
the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents
as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.
Adopted July 14, 2022
Resolutions of the
Board of Trustees of Ares Private Markets Fund (the “Fund”)
WHEREAS: The
Board of Trustees (the “Board”) deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”)
an application to amend the Order of Exemption previously granted to Ares Capital Corporation and its affiliates 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 (the “Amended Application”), to permanently authorize the participation in follow-on investments with one or more
regulated funds and/or affiliated funds, in accordance with the requirements provided by the Commission in Investment Company Act of 1940
Release No. 33837 (dated April 8, 2020); now therefore be it
RESOLVED: That
the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute,
and cause to be filed with the Commission the Amended Application, and any further amendments thereto; and further
RESOLVED: That
the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents
as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution.
Adopted July 12, 2022
Resolutions of the
Sole Trustee (the “Trustee”) of Ares Strategic Income Fund (the “Fund”)
WHEREAS: The
Trustee deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”)
an application to amend the Order of Exemption previously granted to Ares Capital Corporation and its affiliates 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 (the “Amended Application”), to permanently authorize the participation in follow-on investments with one or more
regulated funds and/or affiliated funds, in accordance with the requirements provided by the Commission in Investment Company Act of 1940
Release No. 33837 (dated April 8, 2020); now therefore be it
RESOLVED: That
the Trustee be, and hereby is, authorized and directed on behalf of the Fund and in his name to prepare, execute, and cause to be filed
with the Commission the Amended Application, and any further amendments thereto; and further
RESOLVED: That
the Trustee be, and hereby is, authorized and directed to take such further action and execute such other documents as the Trustee shall
deem necessary or advisable in order to effectuate the intent of the foregoing resolution.
Adopted June 22, 2022
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