No. 812-14951
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to the APPLICATION FOR AN ORDER UNDER SECTION 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE
1940 ACT PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) AND RULE 17d-1 to
supersede a prior order
KKR INCOME OPPORTUNITIES FUND, KKR
CREDIT OPPORTUNITIES PORTFOLIO, KKR CREDIT ADVISORS (US) LLC, KKR Credit Advisors
(Hong Kong) Limited, KKR Strategic Capital Management LLC, KKR FI Advisors LLC, KKR Financial Advisors LLC, KKR Financial
Advisors II, LLC, KKR CS Advisors I LLC, KKR Mezzanine I Advisors LLC, KKR FI Advisors Cayman Ltd., KAM Advisors LLC, KAM
Fund Advisors LLC, KKR Credit Fund Advisors LLC, KKR Asset Management, Ltd., KKR Credit Advisors (Ireland) Unlimited Company,
KKR Credit Advisors (EMEA) LLP, KKR Credit Advisors (Singapore) Pte. Ltd., KKR Capital Markets Holdings L.P., KKR Capital
Markets LLC, KKR Capital Markets Limited, KKR Capital Markets Asia Limited, MCS Capital Markets LLC, KKR Capital Markets
Partners LLP, KKR Capital Markets India Private Limited, KKR Capital Markets (Ireland) Limited, KKR Capital Markets Japan
Limited, KKR RTV Manager LLC, KKR Loan Administration Services LLC, KKR Corporate Lending LLC, KKR Corporate Lending (Cayman)
Limited, KKR Corporate Lending (UK) LLC, Merchant Capital Solutions LLC, MCS Corporate Lending LLC, KKR Alternative Assets
LLC, KKR Alternative Assets L.P., KKR Alternative Assets Limited, KKR Corporate Lending (CA) LLC, KKR Corporate Lending (TN)
LLC, KKR Financial Holdings, Inc., KKR Financial Holdings, Ltd., KKR Financial Holdings II, LLC, KKR Financial Holdings II,
Ltd., KKR Financial Holdings III, LLC, KKR Financial Holdings III, Ltd., KKR Financial CLO Holdings, LLC, KKR Financial CLO
Holdings II, LLC, KKR TRS Holdings, Ltd., KKR Strategic Capital Institutional Fund, Ltd., KKR Debt Investors II (2006)
Ireland L.P., KKR DI 2006 LP, KKR European Special Opportunities Limited, 8 Capital Partners L.P., KKR Financial CLO 2007-1,
LTD., KKR Financial CLO 2012-1, LTD., KKR Financial CLO 2013-1, LTD., KKR Financial CLO 2013-2, LTD., KKR CLO 9 Ltd., KKR CLO
10 Ltd., KKR CLO 11 Ltd., KKR CLO 12 Ltd., KKR CLO 13 Ltd., KKR CLO 14 Ltd., KKR CLO 15 Ltd., KKR CLO 16 Ltd., KKR CLO 17
Ltd., KKR CLO 18 Ltd., KKR CLO 19 Ltd., KKR CLO 20 Ltd., KKR CLO 21 Ltd., KKR CLO 22 Ltd., KKR CLO 23 Ltd., KKR CLO 24 Ltd.,
KKR CLO 25 Ltd., KKR CLO 26 Ltd., KKR CLO 27 Ltd., KKR CLO 28 Ltd., KKR CLO 29 Ltd., KKR CLO 30 Ltd., KKR CLO 31 Ltd., KKR
Corporate Credit Partners L.P., KKR Mezzanine Partners I L.P., KKR Mezzanine Partners I Side-by-Side L.P., KKR-Keats Capital
Partners L.P., KKR-Milton Capital Partners L.P., KKR-Milton Capital Partners II L.P., KKR Lending Partners L.P., KKR Lending
Partners II L.P., KKR-VRS Credit Partners L.P., KKR PIP Investments L.P., KKR Special Situations (Domestic) Fund L.P., KKR
Special Situations (Offshore) Fund L.P., KKR Special Situations (Domestic) Fund II L.P., KKR Special Situations (EEA) Fund II
L.P., KKR Strategic Capital Overseas Fund Ltd., KKR-CDP Partners L.P., KKR-PBPR Capital Partners L.P., KKR Credit Select
(Domestic) Fund L.P., KKR Private Credit Opportunities Partners II L.P., KKR Private Credit Opportunities Partners II (EEA)
L.P., KKR Private Credit Opportunities Partners II (EEA) Euro L.P., KKR Tactical Value SPN L.P., KKR Lending Partners Europe
(GBP) Unlevered L.P., KKR Lending Partners Europe (Euro) Unlevered L.P., KKR Lending Partners Europe (USD) L.P., KKR Lending
Partners Europe (Euro) L.P., KKR European Recovery Partners L.P., KKR Revolving Credit Partners L.P., Avoca Capital CLO X
Designated Activity Company, Avoca CLO XI Designated Activity Company, Avoca CLO XII Designated Activity Company, Avoca CLO
XIII Designated Activity Company, Avoca CLO XIV Designated Activity Company, Avoca CLO XV Designated Activity Company, Avoca
CLO XVI Designated Activity Company, Avoca CLO XVII Designated Activity Company,
Avoca CLO XVIII Designated Activity Company, Avoca CLO XIX Designated Activity Company, Avoca CLO XX Designated Activity
Company, Avoca CLO XXI Designated Activity Company, Avoca CLO XXIV Designated Activity Company, KKR European Floating
Rate Loan Fund, Absalon Credit DESIGNATED ACTIVITY COMPANY, Gardar Loan Fund, Avoca Credit Opportunities plc, KKR European
Credit Opportunities Fund II, Prisma Spectrum Fund LP, Polar Bear Fund LP, KKR TFO Partners L.P., Tactical Value SPN –
Apex Credit L.P., Tactical Value SPN-Global Direct Lending L.P., KKR Global Credit Opportunities Master Fund L.P., Tactical
Value SPN-Global Credit Opportunities L.P., KKR Principal Opportunities Partnership L.P., CPS Managers Master Fund L.P., KKR
SPN Credit Investors L.P., KKR SPN Investments L.P., CDPQ American Fixed Income III, L.P., KKR Lending Partners III L.P., LP
III Warehouse LLC, KKR ACS Credit Fund, KKR Bespoke Global Credit Opportunities (Ireland) Fund, KKR Credit Income Fund, KKR
DAF Direct Lending Fund, KKR DAF Global Opportunistic Credit Fund, KKR DAF Private Credit Fund, KKR DAF Sterling Assets Fund,
KKR DAF Syndicated Loan and High Yield Fund, KKR DAF SECURITISED PRIVATE CREDIT FUND, KKR Dragon Co-Invest L.P., KKR European
Credit Opportunities Fund II DESIGNATED ACTIVITY COMPANY, KKR Global Credit Dislocation (Cayman) Ltd., KKR Dislocation
Opportunities (Domestic) Fund L.P., KKR Dislocation Opportunities (EEA) Fund SCSp, KKR Goldfinch L.P., KKR Lending Partners
Europe II (Euro) Unlevered SCSp, KKR Lending Partners Europe II (USD) SCSp, KKR Mackellar Partners L.P., KKR PIP Credit
Investors LLC, KKR Revolving Credit Partners Europe SCSp, KKR Revolving Credit Partners II L.P., KKR Senior Floating Rate
Income Fund, KKR US CLO Equity Partners II L.P., KKR US CLO Equity Partners L.P., KKR-Barmenia EDL Partners SCSp,
KKR-Cardinal Credit Opportunities Fund L.P., KKR-DUS EDL Partners SCSp, KKR-Generali Partners SCSp SICAV-RAIF, KKR-MANDATE
2020 DIRECT LENDING FUND, KKR-Milton Co-Investments II L.P., KKRN Euro Loan Fund 2018 FCP-RAIF, KKR-NYC Credit A L.P.,
KKR-NYC Credit B L.P., KKR-NYC Credit C L.P., KKR-UWF Direct Lending Partnership L.P., Prisma Pelican Fund LLC, RR-RW Credit
L.P., Swiss Capital KKR Private Debt Fund L.P., KKR-Jesselton HIF Credit Partners L.P., KKR-Milton Credit Holdings L.P.,
KKR-Milton Opportunistic Credit Fund L.P., KKR Central Park Leasing Aggregator L.P.
555 California Street, 50th Floor
San Francisco, CA 94104
(415) 315-3620
FS
KKR CAPITAL Corp., FS KKR Capital CORP. II, FS/KKR ADVISOR, LLC
201 Rouse Boulevard
Philadelphia, Pennsylvania 19112
(215) 495-1150
All Communications, Notices and Orders
to:
Noah Greenhill, Esq.
KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
Telephone: (415) 315-3620
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Copies to:
Kenneth E. Young, Esq.
William J. Bielefeld, Esq.
Dechert LLP
Cira Centre, 2929 Arch Street
Philadelphia, PA 19104
(215) 994-2988
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September
4, 2020
I.
Summary of application
The following entities
hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”)
under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),1
and Rule 17d-1 thereunder, permitting certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4)
and Rule 17d-1:
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FS KKR Capital Corp. (“FSK”), and FS KKR Capital Corp. II (“FSKR”),
each a closed-end management investment company that has elected to be regulated as a business development company (a “BDC”)
under the 1940 Act (collectively referred to as the “BDCs”);2
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KKR Credit Opportunities Portfolio (“KCOP”), a closed-end management
investment company;
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KKR Income Opportunities Fund (“KIO”), a closed-end management investment
company (together with the BDCs and KCOP, the “Existing Regulated Entities”);
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FS/KKR Advisor, LLC (“FS/KKR Advisor”), the investment adviser to the
BDCs, on behalf of itself and its successors;3
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KKR Credit Advisors (US) LLC (“KKR Credit”), the investment adviser to
KCOP and KIO, on behalf of itself and its successors;
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The investment advisory subsidiaries and relying advisers of KKR Credit set forth on Schedule A4
hereto (collectively, with KKR Credit and FS/KKR Advisor, the “Existing KKR Credit Advisers”);
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KKR Capital Markets Holdings L.P. and its capital markets subsidiaries set forth on Schedule A,
each of which is an indirect, wholly- or majority-owned subsidiary of KKR & Co. Inc. (“KKR”) (collectively,
the “Existing KCM Companies”). The Existing KCM Companies may, from
time to time, hold various financial assets in a principal capacity;
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KKR Financial Holdings LLC (“KFN”),5
its wholly-owned subsidiaries set forth on Schedule A, and its wholly-owned subsidiaries that may be formed in the future (collectively,
“KFN Subsidiaries”) and other indirect, wholly- or majority-owned subsidiaries of KKR set forth on Schedule
A hereto that may, from time to time, hold various financial assets in a principal capacity (in such capacity, “Existing
KKR Proprietary Accounts”);
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Investment funds set forth on Schedule A hereto, each of which is an entity (i) whose investment
adviser or sub-adviser is an Existing KKR Credit Adviser and (ii) that either (A) would be an investment company but for Section
3(c)(1) or 3(c)(7) of the 1940 Act or (B) relies on the Rule 3a-7 exemption from investment company status; provided that
an entity sub-advised by an Existing KKR Credit Adviser is included in this term only if (i) such Existing KKR Credit Adviser serving
as sub-adviser controls the entity and (ii) the primary adviser to such Affiliated Fund is not an Adviser (each, together with
each such entity’s direct and indirect wholly-owned subsidiaries, an “Existing Affiliated Fund,”6
and collectively, the “Existing Affiliated Funds” and, together with the Existing Regulated Entities,
Existing KKR Credit Advisers, Existing KCM Companies and Existing KKR Proprietary Accounts, the “Applicants”).
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1
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Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules
promulgated thereunder.
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2
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Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose
of making investments in securities described in Sections 55(a)(1) through 55(a)(3) of the 1940 Act and makes available significant
managerial assistance with respect to the issuers of such securities.
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3
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For purposes of the requested Order, a “successor” includes an entity or entities that
result from a reorganization into another jurisdiction or a change in the type of business organization.
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4
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All of the Existing KKR Credit Advisers are subsidiaries of KKR Credit, other than KKR Credit Advisors
(Ireland) Unlimited Company, which is not a subsidiary for tax reasons and will no longer be a relying adviser due to changes in
the requirements for qualifying for umbrella registration, but operates along with the other Existing KKR Credit Advisers that
collectively conduct a single advisory business, and as an Applicant acknowledges that it is subject to the Conditions (as defined
below) of the Order. Once KKR Credit Advisors (Ireland) Unlimited Company is no longer a relying adviser, it will be a registered
investment adviser.
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5
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KFN, a majority-owned subsidiary of KKR, is a specialty finance company that is externally advised
by KKR Financial Advisors LLC, which is an Existing KKR Credit Adviser. KFN is a holding company that engages in its specialty
finance business through various wholly-owned subsidiaries that rely on one or more exemptions or exceptions from the definition
of an investment company. Thus, KFN itself does not come within the definition of an investment company in Section 3(a)(1) of the
1940 Act. KFN was acquired by KKR on April 30, 2014. For purposes of the requested Order, KFN and each KFN Subsidiary is included
in the definition of “Existing KKR Proprietary Account.”
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6
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Certain Existing Affiliated Funds are collateralized loan obligation (“CLO”)
entities that rely on Rule 3a-7 under the 1940 Act in addition to Section 3(c)(7) thereof. These Existing Affiliated Funds are
all advised by an Existing KKR Credit Adviser.
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The Order would supersede
an exemptive order issued by the Commission on June 19, 2017 and amended on April 3, 2018 (the “Prior Order”)7
that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the
Prior Order if the Order is granted.
The relief requested
in this application for the Order (the “Application”) would allow one or more Regulated Entities8
and/or one or more Affiliated Investors9
to participate in the same investment opportunities through a proposed co-investment program where such participation would otherwise
be prohibited under Sections 17(d) and 57(a)(4) and the rules under the 1940 Act (the “Co-Investment Program”).
For purposes of this
Application, a “Co-Investment Transaction” shall mean any transaction in which a Regulated Entity (or
a Blocker Subsidiary, as defined below) participated together with one or more other Regulated Entities and/or one or more Affiliated
Investors in reliance on the Order or the Prior Order and a “Potential Co-Investment Transaction” shall
mean any investment opportunity in which a Regulated Entity (or a Blocker Subsidiary, as defined below) could not participate together
with one or more other Regulated Entities and/or one or more Affiliated Investors without obtaining and relying on the Order.
The term “Adviser”
means any KKR Credit Adviser; provided that a KKR Credit Adviser serving as a sub-adviser to
an Affiliated Fund is included in this term only if (i) such KKR Credit Adviser controls the entity and (ii) the primary adviser
to such Affiliated Fund is not an Adviser. The term Adviser does not include any other
primary adviser to an Affiliated Fund or a Regulated Entity whose sub-adviser is an Adviser, except that such adviser
is deemed to be an Adviser for purposes of Conditions 2(c)(iv), 14 and 15 only. Any primary adviser to an Affiliated Fund or a
Regulated Entity whose sub-adviser is an Adviser will not source any Potential Co-Investment Transactions under
the requested Order.
Any of the
Regulated Entities may, from time to time, form a special purpose subsidiary (a “Blocker
Subsidiary”) (a) whose sole business purpose is to hold one or more investments on behalf of a Regulated
Entity; (b) that is wholly-owned by the Regulated Entity (with the Regulated Entity at all times holding, beneficially and of
record, 100% of the voting and economic interests); (c) with respect to which the Regulated Entity’s Board10 has
the sole authority to make all determinations with respect to the Blocker Subsidiary’s participation under the
conditions to this Application; (d) that does not pay a separate advisory fee, including any performance-based fee, to any
person; and (e) that is an entity that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act. A
Blocker Subsidiary would be prohibited from investing in a Co-Investment Transaction with any other Regulated Entity or
Affiliated Investor because it would be a company controlled by the Regulated Entity for purposes of Section 57(a)(4) and
rule 17d-1. Applicants request that a Blocker Subsidiary be permitted to participate in Co-Investment Transactions in lieu of
its parent Regulated Entity and that the Blocker Subsidiary’s participation in any such transaction be treated, for
purposes of the Order, as though the parent Regulated Entity were participating directly. Applicants represent that this
treatment is justified because a Blocker Subsidiary would have no purpose other than serving as a holding vehicle for the
Regulated Entity’s investments and, therefore, no conflicts of interest could arise between the Regulated Entity and
the Blocker Subsidiary. The Regulated Entity’s Board would make all relevant determinations under the conditions with
regard to a Blocker Subsidiary’s participation in a Co-Investment Transaction, and the Regulated Entity’s Board
would be informed of, and take into consideration, any proposed use of a Blocker Subsidiary in the Regulated Entity’s
place. If the Regulated Entity proposes to participate in the same Co-Investment Transaction with any of its Blocker
Subsidiaries, the Regulated Entity’s Board will also be informed of, and take into consideration, the relative
participation of the Regulated Entity and the Blocker Subsidiary.
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7
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Corporate Capital Trust, Inc., et. al. (File No. 812-14408), Release No. IC-32683 (June
19, 2017) (order), Release No. IC-32642 (May 22, 2017) (notice).
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8
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“Regulated Entities” means the Existing Regulated Entities and any Future
Regulated Entity. “Future Regulated Entity” means a closed-end management investment company (a) that
is registered under the 1940 Act or has elected to be regulated as a BDC and (b) whose investment adviser or sub-adviser is
a KKR Credit Adviser that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”). “KKR Credit Adviser” means any Existing KKR Credit Adviser or any investment adviser
that (i) is controlled by, or a relying adviser of, KKR Credit, (ii) is registered as an investment adviser under the
Advisers Act, and (iii) is not a Regulated Entity or a subsidiary of a Regulated Entity.
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9
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“Affiliated Investor” means any Affiliated Fund or any Proprietary Affiliate.
“Affiliated Fund” means (a) any Existing Affiliated Fund or (b) any entity (i) whose investment adviser
or sub-adviser is a KKR Credit Adviser and (ii) that either (A) would be an investment company but for Section 3(c)(1) or 3(c)(7)
of the 1940 Act or (B) relies on the Rule 3a-7 exemption from investment company status; provided that an entity sub-advised
by a KKR Credit Adviser is included in this term only if (i) such KKR Credit Adviser serving as sub-adviser controls the entity
and (ii) the primary adviser such Affiliated Fund is not an Adviser. “Proprietary Affiliate” means any
KCM Company or any KKR Proprietary Account. “KCM Company” means (a) any Existing KCM Company or (b) any
entity that (i) is an indirect, wholly- or majority-owned subsidiary of KKR and (ii) is registered or authorized as a broker-dealer
or its foreign equivalent. “KKR Proprietary Account” means (a) any Existing KKR Proprietary Account or
(b) any entity that (i) is an indirect, wholly- or majority- owned subsidiary of KKR, (ii) is advised by a KKR Credit Adviser and
(iii) from time to time, may hold various financial assets in a principal capacity, as described in greater detail herein.
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10
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The term “Board” refers to the board of directors or trustees of any
Regulated Entity.
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Applicants do not seek
relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions
effected consistent with Commission staff no-action positions.11
All existing entities
that currently intend to rely on the Order have been named as Applicants and any existing or future entities that may rely on the
Order in the future will comply with the terms and conditions of the Application.
II.
GENERAL DESCRIPTION OF APPLICANTS
A.
The BDCs
Each BDC was organized
under the General Corporation Law of the State of Maryland for the purpose of operating as an externally-managed, non-diversified,
BDC. Each BDC has elected to be treated for tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”)
under the Internal Revenue Code of 1986, as amended (the “Code”). The shares of common stock of FSK and
FSKR are listed on the New York Stock Exchange (“NYSE”).
Each BDC’s
investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Each BDC
intends for its portfolio to be comprised primarily of investments in senior secured loans, second lien loans and
subordinated loans, which are generally referred to as mezzanine loans, of private, U.S., small and middle market companies.
In connection with each BDC’s debt investments, it may receive equity interests such as warrants or options as
additional consideration. Each BDC may also purchase minority interests in the form of common or preferred equity in its
target companies, either in conjunction with one of its debt investments or through a co-investment with a financial
sponsor.
Each BDC has a Board
that is comprised of a majority of Independent Directors.12
B.
KIO
KIO was organized as
a statutory trust under the laws of the State of Delaware on March 17, 2011. KIO is a diversified, closed-end management investment
company registered under the 1940 Act whose primary investment objective is to seek a high level of current income with a secondary
objective of capital appreciation. KIO’s common shares are listed on NYSE. KIO seeks to achieve its investment objectives
by employing a dynamic strategy of investing in a targeted portfolio of loans and fixed-income instruments of U.S. and non-U.S.
issuers in order to seek to achieve attractive risk-adjusted returns.
KIO has a five member
Board, of which four members are Independent Directors.
C.
KCOP
KCOP was organized as a statutory trust
under the laws of the State of Delaware on September 5, 2019. KCOP is a diversified, closed-end management investment company registered
under the 1940 Act whose investment objective is to seek to provide attractive risk-adjusted returns and high current income. KCOP
is a continuously offered closed-end fund that operates as an interval fund. KCOP seeks to achieve its investment objectives by
investing in publicly traded and private credit in order to seek to achieve attractive risk-adjusted returns.
KCOP has a five member Board, of which four
members are Independent Directors.
No Independent Director
of a Regulated Entity will have a material financial interest in any Co-Investment Transaction.
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11
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See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts
Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995) (collectively, “JT
No-Action Letters”).
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12
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The term “Independent Directors” refers to the directors or trustees
of any Regulated Entity who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act.
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D.
FS/KKR Advisor
FS/KKR Advisor serves
as the investment adviser to each BDC. FS/KKR Advisor is controlled by KKR Credit. FS/KKR Advisor was formed as a Delaware limited
liability company on January 8, 2018 and is registered as an investment adviser with the Commission under the Advisers Act.
E.
KKR Entities
KKR Credit, a subsidiary
of KKR, serves as the investment adviser to KCOP and KIO. KKR Credit is a Delaware limited liability company that has been continuously
registered as an investment adviser with the Commission since 2008. Each Regulated Entity will be advised or sub-advised by KKR
Credit or another KKR Credit Adviser that is a registered investment adviser.
III.
RELIEF FOR PROPOSED CO-INVESTMENTS
A.
Co-Investment in Portfolio Companies by Regulated Entities and Affiliated Investors
1.
Mechanics of the Co-Investment Program
As previously described,
FS/KKR Advisor serves as the investment adviser and administrator to the BDCs. Consistent with its fiduciary duties, FS/KKR Advisor
is responsible for the overall management of the activities of each of the BDCs. KKR Credit serves as KCOP and KIO’s investment
adviser and is responsible for the overall management of KCOP and KIO, including its investment portfolios, consistent with its
fiduciary duties.
It is anticipated that
a KKR Credit Adviser will periodically determine that certain investments recommended for a Regulated Entity by the KKR Credit
Adviser would also be appropriate investments for one or more other Regulated Entities and one or more Affiliated Investors. Such
a determination may result in a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors
co-investing in certain investment opportunities.
Opportunities for
Potential Co-Investment Transactions may arise when advisory personnel of a KKR Credit Adviser become aware of investment opportunities
that may be appropriate for a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors.
Any adviser to an Affiliated Fund whose sub-adviser is an Adviser will not source any Potential Co-Investment Transactions under
the requested Order. Following issuance of the requested Order, in such cases, the Adviser to a Regulated Entity will be notified
of such Potential Co-Investment Transactions, and such investment opportunities may result in Co-Investment Transactions. For
each such investment opportunity, the Adviser to a Regulated Entity will independently analyze and evaluate the investment opportunity
as to its appropriateness for each Regulated Entity for which it serves as investment adviser taking into consideration the Regulated
Entity’s Objectives and Strategies13
and any Board-Established Criteria.14
If the Adviser to the Regulated Entity determines that the opportunity is appropriate for one or more Regulated Entities (and
the applicable Adviser approves the investment for each Regulated Entity for which it serves as adviser), and one or more other
Regulated Entities and/or one or more Affiliated Investors may also participate, the Adviser to a Regulated Entity will present
the investment opportunity to the Eligible Directors15
of the Regulated Entity prior to the actual investment by the Regulated Entity. As to any Regulated Entity, a Co-Investment
Transaction will be consummated only upon approval by a required majority of the Eligible Directors within the meaning of Section
57(o) of such Regulated Entity (“Required Majority”).16
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“Objectives and Strategies” means a Regulated Entity’s investment
objectives and strategies, as described in the Regulated Entity’s registration statement on Form N-2, other filings the Regulated
Entity has made with the Commission under the Securities Act of 1933, as amended (the “1933 Act”), or
under the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the Regulated Entity’s
reports to shareholders.
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14
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“Board-Established
Criteria” means criteria that the Board of a Regulated Entity may establish
from time to time to describe the characteristics of Potential Co-Investment Transactions
regarding which each Adviser to the Regulated Entity should be notified under condition
1. The Board-Established Criteria will be consistent with a Regulated Entity’s
Objectives and Strategies. If no Board-Established Criteria are in effect, then each
Adviser to a Regulated Entity will be notified of all Potential Co-Investment Transactions
that fall within the Regulated Entity’s then-current Objectives and Strategies.
Board-Established Criteria will be objective and testable, meaning that they will be
based on observable information, such as industry/sector of the issuer, minimum EBITDA
of the issuer, asset class of the investment opportunity or required commitment size,
and not on characteristics that involve a discretionary assessment. Each Adviser to a
Regulated Entity may from time to time recommend criteria for the Board’s consideration,
but Board-Established Criteria will only become effective if approved by a majority of
the Independent Directors. The Independent Directors of a Regulated Entity may at any
time rescind, suspend or qualify its approval of any Board-Established Criteria, though
Applicants anticipate that, under normal circumstances, the Board would not modify these
criteria more often than quarterly.
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15
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The term “Eligible Directors” means the directors or trustees who are
eligible to vote under section 57(o) of the 1940 Act.
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16
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In
the case of a Regulated Entity that is a registered closed-end fund, the directors or trustees that make up the Required Majority
will be determined as if the Regulated Entity were a BDC subject to Section 57(o).
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Each Adviser, acting
through an investment committee, will carry out its obligation under condition 1 to make a determination as to the appropriateness
of the Potential Co-Investment Transaction for any Regulated Entity. In the case of a Potential Co-Investment Transaction, the
applicable Adviser would apply its allocation policies and procedures in determining the proposed allocation for the Regulated
Entity consistent with the requirements of condition 2(a). We note that each Adviser, as a registered investment adviser with respect
to the Regulated Entities and as a registered investment adviser or a relying adviser with respect to the Affiliated Funds, has
developed a robust allocation process as part of its overall compliance policies and procedures. The allocation policy for KKR
Credit and all of the Advisers is designed to allocate investment opportunities fairly and equitably among its clients over time.
While each client of an Adviser may not participate in each investment opportunity because, for example, the client’s allocation
would be less than its minimum investment size, over time each client of the Adviser would participate in investment opportunities
fairly and equitably. We note that each Adviser shares the allocation policies and procedures of KKR Credit that take into account
the allocation policies and procedures for the Regulated Entities. These procedures are in addition to, and not instead of, the
procedures required under the conditions, and will not deprive a Regulated Entity of an opportunity to participate in a Potential
Co-Investment Transaction.
We acknowledge that
some of the Affiliated Investors may not be funds advised by an Adviser because they are KKR Proprietary Accounts or KCM Companies.
KKR Proprietary Accounts are balance sheet entities advised by an Adviser pursuant to an investment management agreement that
hold financial assets in a principal capacity. KCM Companies are regulated broker-dealers that may hold financial assets in a
principal capacity. We do not believe that the participation of Proprietary Affiliates in the Co-Investment Program would raise
any regulatory or mechanical concerns different from those discussed with respect to the Affiliated Investors that are clients.
The Advisers have implemented
a robust allocation process to ensure that each Regulated Entity is treated fairly in respect of the allocation of Potential Co-Investment
Transactions. The initial amount proposed by an Adviser to be allocated to each applicable Regulated Entity is documented in a
written allocation statement. If the amount proposed to be allocated to a Regulated Entity changes from the time the final written
(on paper or electronically) allocation statement is prepared and the date of settlement of the transaction, the updated allocation
statement will also be recorded (on paper or electronically) and reviewed by a member of the Regulated Entity’s compliance
team. Each Regulated Entity’s Board will be provided with all relevant information regarding the Adviser’s proposed
allocations to such Regulated Entity and Affiliated Investors, including Proprietary Affiliates, as contemplated by the conditions
hereof. With respect to Affiliated Investors that are relying on the Order, each Adviser is subject to the same robust allocation
process. As a result, all Potential Co-Investment Transactions that are presented to an Adviser would also be presented to every
other Adviser which, as required by condition 1, would make an independent determination of the appropriateness of the investment
for the Regulated Entities. This is true because KKR Credit’s business is operated as a single integrated business platform
and the various investment committees responsible for liquid credit, originated credit, special situations and any other credit
strategies report to the same management team. In addition, written records of the decisions of the investment committee are maintained
by KKR Credit. Therefore, we believe these allocation policies and procedures will ensure the Applicants’ ability to comply
with the conditions with respect to Affiliated Investors.
To allow for an independent
review of co-investment activities, the Board of each Regulated Entity will receive, on a quarterly basis, a record of all investments
made by Affiliated Investors during the preceding quarter that: (1) were consistent with such Regulated Entity’s then current
Objectives and Strategies and Board-Established Criteria, but (2) were not made available to such Regulated Entity. This record
will include an explanation of why such investment opportunities were not offered to the Regulated Entity. Each Adviser’s
allocation process is capable of tracking all of the information required by condition 4, which will be presented to the applicable
Regulated Entity’s Board on a regular basis.
All
Regulated Entities and Affiliated Investors participating in a Co-Investment Transaction will invest at the same time,
for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them
receives terms more favorable than any other. However, the settlement date for an Affiliated Fund in
a Co-Investment Transaction may occur up to ten business days after the settlement date for a Regulated Entity, and
vice versa, for one of two reasons. First, this may occur when the Affiliated Fund or Regulated Entity is not yet fully
funded because, when the Affiliated Fund or Regulated Entity desires to make an investment, it must call capital from its
investors to obtain the financing to make the investment, and in these instances, the notice requirement to call capital
could be as much as ten business days. Accordingly, if a fund has called committed capital from its investors but the
investors have not yet funded the capital calls, it may need to delay settlement during the notice period. Second, delayed
settlement may also occur where, for tax or regulatory reasons, an Affiliated Fund or Regulated Entity does not purchase new
issuances immediately upon issuance but only after a short seasoning period of up to ten business days. Nevertheless, in all
cases, (i) the date on which the commitment of the Affiliated Funds and Regulated Entities is made will be the same even
where the settlement date is not and (ii) the earliest settlement date and the latest settlement date of any Affiliated
Fund or Regulated Entity participating in the transaction will occur within ten business days of each other.
Applicants
believe that an earlier or later settlement date does not create any additional risk for the Regulated Entities. As described above,
the date of commitment will be the same and all other terms, including price, will be the same. Further, the investments by the
Regulated Entities and the Affiliated Funds will be independent from each other, and a Regulated Entity would never take on the
risk of holding more of a given security than it would prefer to hold in the event that an Affiliated Fund or another Regulated
Entity did not settle as expected.
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3.
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Permitted Follow-On Investments and Approval of Follow-On Investments
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From
time to time, the Regulated Entities and Affiliated Investors may have opportunities to make Follow-On Investments17
in an issuer in which a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors previously
have invested and continue to hold an investment. If the Order is granted, Follow-On Investments will be made in a manner
that, over time, is fair and equitable to all of the Regulated Entities and Affiliated Investors and in accordance with the proposed
procedures discussed above and with the Conditions of the Order.
The
Order would divide Follow-On Investments into two categories depending on whether the Regulated Entities and Affiliated
Funds (and potentially Proprietary Affiliates) holding investments in the issuer previously participated in a Co-Investment Transaction
with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for that issuer.
If such Regulated Entities and Affiliated Funds (and potentially Proprietary Affiliates) have previously participated in a Co-Investment Transaction
with respect to the issuer, then the terms and approval of the Follow-On Investment would be subject to the process discussed
in Section III.A.3.a. below and governed by Condition 9. These Follow-On Investments are referred to as “Standard
Review Follow-Ons.” If such Regulated Entities and Affiliated Funds have not previously participated in a Co-Investment Transaction
with respect to the issuer, then the terms and approval of the Follow-On Investment would be subject to the “onboarding
process” discussed in Section III.A.3.b. below and governed by Condition 10. These Follow-On Investments are referred
to as “Enhanced Review Follow-Ons.”
17
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“Follow-On Investment” means any additional investment in an existing
portfolio company, the exercise of warrants, conversion privileges or other similar rights to acquire additional securities of
the portfolio company.
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a.
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Standard Review Follow-Ons
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A
Regulated Entity may invest in Standard Review Follow-Ons either with the approval of the Required Majority using the
procedures required under Condition 9(c) or, where certain additional requirements are met, without Board approval under Condition
9(b).
A
Regulated Entity may participate in a Standard Review Follow-On without obtaining the prior approval of the Required
Majority if it is (i) a Pro Rata Follow-On Investment or (ii) a Non-Negotiated Follow-On Investment.
A
“Pro Rata Follow-On Investment” is a Follow-On Investment (i) in which the participation
of each Regulated Entity and each Affiliated Investor is proportionate to its outstanding investments in the issuer or security,
as appropriate,18 immediately preceding
the Follow-On Investment, and (ii) in the case of a Regulated Entity, a majority of the Board has approved the Regulated
Entity’s participation in the pro rata Follow-On Investments as being in the best interests of the Regulated Entity.
The Regulated Entity’s Board may refuse to approve, or at any time rescind, suspend or qualify, its approval of Pro Rata Follow-On Investments,
in which case all subsequent Follow-On Investments will be submitted to the Regulated Entity’s Eligible Directors
in accordance with Condition 9(c).
A
“Non-Negotiated Follow-On Investment” is a Follow-On Investment in which a Regulated
Entity participates together with one or more Affiliated Investors and/or one or more other Regulated Entities (i) in which
the only term negotiated by or on behalf of the funds is price and (ii) with respect to which, if the transaction were considered
on its own, the funds would be entitled to rely on one of the JT No-Action Letters.
Applicants
believe that these Pro Rata Follow-On Investments and Non-Negotiated Follow-On Investments do not present a significant
opportunity for overreaching on the part of any Adviser and thus do not warrant the time or the attention of the Board. Pro Rata Follow-On Investments
and Non-Negotiated Follow-On Investments remain subject to the Board’s periodic review in accordance with
Condition 11.
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b.
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Enhanced Review Follow-Ons
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One
or more Regulated Entities and one or more Affiliated Investors holding Pre-Boarding Investments19 may
have the opportunity to make a Follow-On Investment that is a Potential Co-Investment Transaction in an issuer with respect
to which they have not previously participated in a Co-Investment Transaction. In these cases, the Regulated Entities and
Affiliated Investors may rely on the Order to make such Follow-On Investment subject to the requirements of
Condition 10. These enhanced review requirements constitute an “onboarding process” whereby Regulated
Entities and Affiliated Investors may utilize the Order to participate in Co-Investment Transactions even though they
already hold Pre-Boarding Investments. For a given issuer, the participating Regulated Entities and Affiliated Investors need
to comply with these requirements only for the first Co-Investment Transaction. Subsequent Co-Investment
Transactions with respect to the issuer will be governed by Condition 9 under the standard review process.
18
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See note 34, below.
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19
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“Pre-Boarding Investments”
are investments in an issuer held by a Regulated Entity as well as one or more Affiliated Funds, one or more Proprietary Affiliates
and/or one or more other Regulated Entities that were acquired prior to participating in any Co-Investment Transaction:
(i) in transactions in which the only term negotiated by or on behalf of
such funds was price in reliance on one of the JT No-Action Letters; or (ii) in
transactions occurring at least 90 days apart and without coordination between the Regulated Entity and any Affiliated Fund or
other Regulated Entity.
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The
Regulated Entities and Affiliated Investors may be presented from time to time with
opportunities to sell, exchange or otherwise dispose of securities in transactions that could be prohibited by Rule 17d-1 or
Section 57(a)(4), as applicable. If the Order is granted, such Dispositions20
will be made in a manner that, over time, is fair and equitable to all of the Regulated Entities and
Affiliated Investors and in accordance with procedures set forth in the proposed Conditions to the Order, as discussed below.
The
Order would divide these Dispositions into two categories: (i) if the Regulated Entities and Affiliated Funds (and potentially
Proprietary Affiliates) holding investments in the issuer have previously participated in a Co-Investment Transaction
with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for such issuer, then
the terms and approval of the Disposition (hereinafter referred to as “Standard Review Dispositions”)
would be subject to the process discussed in Section III.A.4.a. below and governed by Condition 7; and (ii) if the Regulated
Entities and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer,
then the terms and approval of the Disposition (hereinafter referred to as “Enhanced Review Dispositions”)
would be subject to the same “onboarding process” discussed in Section III.A.3.b. above and governed by Condition 8.
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a.
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Standard Review Dispositions
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A
Regulated Entity may participate in a Standard Review Disposition either with the approval of the Required Majority using the standard
procedures required under Condition 7(c) or, where certain additional requirements are met, without Board approval under Condition
7(c).
A
Regulated Entity may participate in a Standard Review Disposition without obtaining the prior approval of the Required Majority
if (i) the Disposition is a Pro Rata Disposition or (ii) the securities are Tradable Securities and the Disposition meets
the other requirements of Condition 7(c)(ii).
A “Pro
Rata Disposition” is a Disposition (i) in which the participation of each Regulated Entity and each Affiliated
Investor is proportionate to its outstanding investment in the security subject to Disposition immediately preceding the
Disposition;21 and (ii) in
the case of a Regulated Entity, a majority of the Board has approved the Regulated Entity’s participation in pro rata Dispositions
as being in the best interests of the Regulated Entity. The Regulated Entity’s Board may refuse to approve, or at any time
rescind, suspend or qualify, their approval of Pro Rata Dispositions, in which case all subsequent Dispositions will be submitted
to the Regulated Entity’s Eligible Directors.
20
“Dispositions” means the sale, exchange or other disposition of an interest in a security of an
issuer.
21
See note 32, below.
In the case of a Tradable
Security,22 approval of the required
majority is not required for the Disposition if: (x) the Disposition is not to the issuer or any affiliated person of the
issuer;23 and (y) the security
is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Entities and
Affiliated Investors is price. Pro Rata Dispositions and Dispositions of a Tradable
Security remain subject to the Board’s periodic review in accordance with Condition 11.
b.
Enhanced Review Dispositions
One
or more Regulated Entities and/or one or more Affiliated Investors that have not previously participated in a Co-Investment Transaction
with respect to an issuer may have the opportunity to make a Disposition of Pre-Boarding Investments in a Potential Co-Investment
Transaction. In these cases, the Regulated Entities and Affiliated Investors may rely on the Order to make such Disposition subject
to the requirements of Condition 8. As discussed above, with respect to investment in a given issuer, the participating Regulated
Entities and Affiliated Investors need only complete the onboarding process for the first Co-Investment Transaction, which may
be an Enhanced Review Follow-On or an Enhanced Review Disposition.24
Subsequent Co-Investment Transactions with respect to the issuer will be governed by Condition 7 or 9 under the standard review
process.
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22
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“Tradable
Security” means a security that meets the following criteria at the time
of Disposition: (i) it trades on a national securities exchange or designated offshore
securities market as defined in rule 902(b) under the Securities Act; (ii) it is not
subject to restrictive agreements with the issuer or other security holders; and (iii)
it trades with sufficient volume and liquidity (findings as to which are documented by
the Advisers to any Regulated Entities holding investments in the issuer and retained
for the life of the Regulated Entity) to allow each Regulated Entity to dispose of its
entire position remaining after the proposed Disposition within a short period of time
not exceeding 30 days at approximately the value (as defined by Section 2(a)(41) of the
1940 Act) at which the Regulated Entity has valued the investment.
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23
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In the case of a Tradable Security, Dispositions to the
issuer or an affiliated person of the issuer are not permitted so that funds participating in the Disposition do not benefit to
the detriment of Regulated Entities that remain invested in the issuer. For example, if a Disposition of a Tradable Security were
permitted to be made to the issuer, the issuer may be reducing its short term assets (i.e., cash) to pay down long term liabilities.
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24
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However, with respect to an issuer, if a Regulated Entity’s
first Co-Investment Transaction is an Enhanced Review Disposition, and the Regulated Entity does not dispose of its entire position
in the Enhanced Review Disposition, then before such Regulated Entity may complete its first Standard Review Follow-On in such
issuer, the Eligible Directors must review the proposed Follow-On Investment not only on a stand-alone basis but also in relation
to the total economic exposure in such issuer (i.e., in combination with the portion of the Pre-Boarding Investment not disposed
of in the Enhanced Review Disposition), and the other terms of the investments. This additional review is required because such
findings were not required in connection with the prior Enhanced Review Disposition, but they would have been required had the
first Co-Investment Transaction been an Enhanced Review Follow-On.
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5.
Reasons for Co-Investing
It is expected
that co-investment in portfolio companies by a Regulated Entity, one or more other Regulated Entities and/or one or more
Affiliated Investors will increase favorable investment opportunities for each Regulated Entity. FS/KKR Advisor, KKR Credit
and the Boards of each Existing Regulated Entity believe that the Existing Regulated Entities and their shareholders have in
fact benefited from the ability to participate in Co-Investment Transactions, in reliance on the Prior Order, by being able
to participate in a larger number and greater variety of transactions. As a result of its ability to participate in
Co-Investment Transactions, each Existing Regulated Entity has been able to have greater bargaining power and more control
over the investment when participating in an investment opportunity and had less need to bring in other external investors or
structure investments to satisfy the different needs of external investors. Each Existing Regulated Entity has also
been able to obtain better pricing on its investments by co-investing in investments originated by KKR compared to other
opportunities, including secondary market transactions. In addition, by participating in transactions originated by
KKR, each BDC has been able to take the greatest advantages of KKR’s rigorous due diligence process, honed from decades
of private equity control transactions, which KKR applies to all of its investments. Each Existing Regulated Entity
believes that having KKR’s processes in place with respect to originated investments helps them protect the downside
risk for credit investments. The Advisers and the Board of each Regulated Entity believe that it will be advantageous for a
Regulated Entity to co-invest with one or more other Regulated Entities and/or one or more Affiliated Investors and that such
investments would be consistent with the Regulated Entity’s Objectives and Strategies and Board-Established
Criteria.
The Co-Investment Program
will be effected for a Regulated Entity only if it is approved by the Required Majority of such Regulated Entity on the basis that
it would be advantageous for such Regulated Entity to have the additional capital from other Regulated Entities and/or the Affiliated
Investors available to meet the funding requirements of attractive investments in portfolio companies. A BDC or closed-end fund
that makes investments of the type contemplated by a Regulated Entity typically limits its participation in any one transaction
to a specific dollar amount, which may be determined by legal or internally imposed prudential limits on exposure in a single investment.
In addition, the Code imposes diversification requirements on companies, such as Regulated Entities that seek certain favorable
tax treatment under Subchapter M of the Code. Consequently, in some circumstances, such a Regulated Entity might not be able to
commit to the entire amount of financing sought by an issuer. In such cases, the issuer is likely to reject an offer of funding
from the Regulated Entity due to the Regulated Entity’s inability to commit the full amount of financing required.
In view of the
foregoing, in cases where the Advisers identify investment opportunities requiring larger capital commitments, they must seek
the participation of other entities with similar investment styles. The ability to participate in Co-Investment Transactions
that involve committing larger amounts of financing would enable a Regulated Entity to participate in larger financing
commitments, which would, in turn, be expected to increase income, expand investment opportunities and provide better access
to due diligence information for the Regulated Entity. Indeed, a Regulated Entity’s inability to co-invest with one or
more other Regulated Entities and/or one or more Affiliated Investors could potentially result in the loss of beneficial
investment opportunities for the Regulated Entity and, in turn, adversely affect the Regulated Entity’s shareholders.
For example, a Regulated Entity may lose some investment opportunities if the Advisers cannot provide “one-stop”
financing to a potential portfolio company. Portfolio companies may reject an offer of funding arranged by the Advisers due
to a Regulated Entity’s inability to commit the full amount of financing required by the portfolio company in a timely
manner (i.e., without the delay that typically would be associated with obtaining single-transaction exemptive relief
from the Commission). By reducing the number of occasions on which each Regulated Entity’s individual or aggregate
investment limits require the Advisers to arrange a syndicated financing with unaffiliated entities, a Regulated Entity will
likely be required to forego fewer suitable investment opportunities. With the assets of other Regulated Entities and the
Affiliated Investors available for co-investment, there should be an increase in the number of opportunities accessible to
the Regulated Entity.
Allowing for the types
of transactions described in this Application will generate greater deal flow, broaden the market relationships of the Regulated
Entity and allow the Regulated Entity to be more selective in choosing its investments so that the Regulated Entity can pursue
the most attractive risk-adjusted investments and optimize its portfolio. Enhanced selectivity and more favorable deal terms, pricing
and structure would also likely lead to closer relationships between the Regulated Entity and its portfolio companies, all of which
should create enhanced value for the Regulated Entity and its shareholders.
The Advisers and the
Board of each Regulated Entity also believe that co-investment by a Regulated Entity, one or more other Regulated Entities and/or
the Affiliated Investors will afford the Regulated Entity the ability to achieve greater diversification and, together with the
other Regulated Entities and the Affiliated Investors, the opportunity to exercise greater influence on the portfolio companies
in which the Regulated Entities and the Affiliated Investors co-invest.
B.
Applicable Law
1.
Sections 17(d), 57(a)(4) and 57(i) of the 1940 Act, and Rule 17d-1 thereunder
Section 17(d) of the
1940 Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the 1940 Act), or an affiliated person of such
affiliated person, of a registered closed-end investment company acting as principal, from effecting any transaction in which the
registered closed-end investment company is a joint or a joint and several participant, in contravention of such rules as the Commission
may prescribe for the purpose of limiting or preventing participation by the registered closed-end investment company on a basis
different from or less advantageous than that of such other participant. Rule 17d-1 under the 1940 Act generally prohibits participation
by a registered investment company and an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) or principal underwriter
for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any “joint enterprise
or other joint arrangement or profit-sharing plan,” as defined in the rule, without prior approval by the Commission by order
upon application.
Similarly, with
regard to BDCs, Section 57(a)(4) makes it unlawful for any person who is related to a BDC in a manner described in Section
57(b), acting as principal, knowingly to effect any transaction in which the BDC (or a company controlled by such BDC) is a
joint or a joint and several participant with that person in contravention of rules and regulations as the Commission may
prescribe for the purpose of limiting or preventing participation by the BDC (or a controlled company) on a basis less
advantageous than that of the other participant. Because the Commission has not adopted any rules expressly under Section
57(a)(4), Section 57(i) provides that the rules under Section 17(d) applicable to registered closed-end investment companies
(e.g., Rule 17d-1) are, in the interim, deemed to apply to transactions subject to Section 57(a).25 Rule
17d-1, as made applicable to BDCs by Section 57(i), prohibits any person who is related to a BDC in a manner described in
Section 57(b), as modified by Rule 57b-1, from acting as principal, from participating in, or effecting any transaction in
connection with, any joint enterprise or other joint arrangement or profit-sharing plan in which the BDC (or a company
controlled by such BDC) is a participant, unless an application regarding the joint enterprise, arrangement, or
profit-sharing plan has been filed with the Commission and has been granted by an order entered prior to the submission of
the plan or any modification thereof, to security holders for approval, or prior to its adoption or modification if not so
submitted. In considering whether to grant an application under Rule 17d-1, the Commission will consider whether the
participation by the BDC (or controlled company) in such joint transaction is consistent with the provisions, policies, and
purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than
that of other participants.
2.
Section 57(b) of the 1940 Act and Rule 57b-1 thereunder
Section 57(b), as modified
by Rule 57b-1, specifies the persons to whom the prohibitions of Section 57(a)(4) apply. These persons include the following: (1)
any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is, within
the meaning of Section 2(a)(3)(C), an affiliated person of any such person; or (2) any investment adviser or promoter of, general
partner in, principal underwriter for, or person directly or indirectly either controlling, controlled by, or under common control
with a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be
directly or indirectly under the control of a person who controls the BDC), or any person who is, within the meaning of Section
2(a)(3)(C) or (D), an affiliated person of such person.
Rule 57b-1 under the
1940 Act exempts certain persons otherwise related to a BDC in a manner described in Section 57(b)(2) of the 1940 Act from being
subject to the prohibitions of Section 57(a). Specifically, this rule states that the provisions of Section 57(a) shall not apply
to any person: (a) solely because that person is directly or indirectly controlled by a BDC, or (b) solely because that person
is directly or indirectly controlling, controlled by, or under common control with a person described in (a) of the rule or is
an officer, director, partner, copartner, or employee of a person described in (a) of the rule.
Section 2(a)(9) defines
“control” as the power to exercise a controlling influence over the management or policies of a company, unless such
power is solely the result of an official position with such company. The 1940 Act also provides that there shall be a presumption
that any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of
the voting securities of a company shall be presumed to control such company; any person who does not so own more than 25 percent
of the voting securities of a company shall be presumed not to control such company; and a natural person shall be presumed not
to be a controlled person.
25
See Section 57(i) of the 1940 Act.
Sections 2(a)(3)(C)
and (D) define an “affiliated person” of another person as: (C) any person directly or indirectly controlling, controlled
by, or under common control with, such other person; (D) any officer, director, partner, copartner, or employee of such other person.
C.
Need For Relief
Co-Investment Transactions
would be prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1 without a prior exemptive order of the Commission to the extent
that the Affiliated Investors and the other Regulated Entities fall within the categories of persons described by Section 17(d)
and Section 57(b), as modified by Rule 57b-1 thereunder, vis-à-vis each Regulated Entity. Each Regulated Entity may be deemed
to be affiliated persons of each other Regulated Entity within the meaning of Section 2(a)(3) if it is deemed to be under
common control because a KKR Credit Adviser is or will be either the investment adviser or sub-adviser to each Regulated Entity.
Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a BDC, respectively, including the sub-adviser.
Thus, a KKR Credit Adviser and any Affiliated Investors that it advises could be deemed to be persons related to Regulated Entities
in a manner described by Sections 17(d) and 57(b) and therefore prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1 from participating
in the Co-Investment Program. In addition, because all of the KKR Credit Advisers are “affiliated persons” of each
other, Affiliated Investors advised by any of them could be deemed to be persons related to Regulated Entities (or a company controlled
by a Regulated Entity) in a manner described by Sections 17(d) and 57(b) and also prohibited from participating in the Co-Investment
Program. Finally, because Proprietary Affiliates are under common control with each KKR Credit Adviser and, therefore, are “affiliated
persons” of each KKR Credit Adviser, Proprietary Affiliates could be deemed to be persons related to Regulated Entities (or
a company controlled by a Regulated Entity) in a manner described by Sections 17(d) and 57(b) and also prohibited from participating
in the Co-Investment Program.
D.
Requested Relief
Accordingly, Applicants
respectfully request an Order of the Commission pursuant to Sections 17(d) and 57(i) and Rule 17d-1, to permit a Regulated Entity,
one or more other Regulated Entities and/or one or more Affiliated Investors to participate in the Co-Investment Program.
E.
Precedents
The Commission
has granted co-investment relief on numerous occasions in recent years including, in the case of the Prior Order, precedents
involving a sub-adviser.26
Applicants submit that the procedures set forth as conditions for the relief requested herein are consistent with the range
of investor protection found in the cited orders.
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26
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See, e.g., Runway Growth Credit Fund Inc., et al. (File
No. 812-15105), Release No. IC-33925 (July 13, 2020) (notice), Release No. IC-33967 (August 10, 2020) (order); Kayne Anderson
MLP/Midstream Investment Company, et al. (File No. 812-14940), Release No. IC-33742 (January 8, 2020) (notice), Release No.
IC-33798 (February 4, 2020) (order); Prospect Capital Corporation, et al. (File No. 812-14977), Release No. IC-33716
(December 16, 2019) (notice), Release No. IC-33745 (January 13, 2020) (order); New Mountain Finance Corporation, et al.
(File No. 812-15030), Release No. IC-33624 (September 12, 2019) (notice), Release No. IC-33656 (October 8, 2019) (order); John
Hancock GA Mortgage Trust, et al. (File No. 812-14917), Release No. IC-33493 (May 28, 2019) (notice), Release No. IC-33518
(June 25, 2019) (order); BlackRock Capital Investment Corporation, et al. (File No. 812-14955), Release No. IC-33480
(May 21, 2019) (notice), Release No. IC- 33515 (June 20, 2019) (order); Nuveen Churchill BDC LLC, et al. (File No.
812-14898), Release No. IC-33475 (May 15, 2019) (notice), Release No. IC-33503 (June 7, 2019) (order).
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F.
Applicants’ Legal Arguments
Rule 17d-1 was promulgated
for registered closed-end funds by the Commission pursuant to Section 17(d) and made applicable to BDCs pursuant to Section 57(i).
Paragraph (a) of Rule 17d-1 permits an otherwise prohibited person, acting as principal, to participate in, or effect a transaction
in connection with, a joint enterprise or other joint arrangement or profit-sharing plan in which a registered closed-end fund
or a BDC is a participant if an application regarding the joint enterprise, arrangement, or profit-sharing plan has been filed
with the Commission and has been granted by an order issued prior to the submission of such plan or any modification thereof to
security holders for approval, or prior to its adoption or modification if not so submitted. Paragraph (b) of Rule 17d-1 states
that in passing upon applications under that rule, the Commission will consider whether the participation by the investment company
in such joint enterprise, joint arrangement, or profit-sharing plan on the basis proposed is consistent with the provisions, policies
and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than
that of other participants.
Applicants submit that
the fact that the Required Majority will approve each Co-Investment Transaction before investment (except for certain Dispositions
or Follow-On Investments, as described in the conditions), and other protective conditions set forth in this Application, will
ensure that a Regulated Entity will be treated fairly. The conditions to which the requested relief will be subject are designed
to ensure that principals of the Advisers would not be able to favor the Affiliated Investors over a Regulated Entity through the
allocation of investment opportunities among them. Because almost every attractive investment opportunity for a Regulated Entity
will also be an attractive investment opportunity for the Affiliated Investors, Applicants submit that the Co-Investment Program
presents an attractive alternative to the institution of some form of equitable allocation protocol for the allocation of 100%
of individual investment opportunities to either the Regulated Entity or the Affiliated Investors as opportunities arise. For each
Potential Co-Investment Transaction, a Regulated Entity, one or more other Regulated Entities and/or one or more Affiliated Investors
will be offered the opportunity to participate in the Potential Co-Investment Transactions on the same terms and conditions and,
if the aggregate amount recommended by the KKR Credit Adviser to be invested by the Regulated Entities and all participating Affiliated
Investors exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata
based on the ratio of each Regulated Entity’s Available Capital27
for investment in the asset class being allocated and the Affiliated Investors’ Available Capital for investment in the asset
class being allocated to the aggregated capital available for investment for the
asset class being allocated of all parties involved in the investment opportunity, up to the amount proposed to be invested by
each. Each Regulated Entity would have the ability to engage in Follow-On Investments in a fair manner consistent with the protections
of the other conditions. Each Regulated Entity would have the ability to participate on a proportionate basis, at the same price
and on the same terms and conditions in any sale of a security purchased in a Co-Investment Transaction. Further, the terms and
conditions proposed herein will ensure that all such transactions are reasonable and fair to each Regulated Entity and the Affiliated
Investors and do not involve overreaching by any person concerned, including a KKR Credit Adviser. Applicants submit that each
Regulated Entity’s participation in the Co-Investment Transactions will be consistent with the provisions, policies and purposes
of the 1940 Act and on a basis that is not different from or less advantageous than that of other participants.
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27
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“Available Capital” means (a) for each Regulated Entity, the amount of capital
available for investment determined based on the amount of cash on hand, existing commitments and reserves, if any, the
targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the Board
of the applicable Regulated Entity or imposed by applicable laws, rules, regulations or interpretations and (b) for each
Affiliated Investor, the amount of capital available for investment determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions
set by the Affiliated Investor’s directors, general partners or adviser or imposed by applicable laws, rules, regulations or interpretations.
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If an Adviser or its
principals, or any person controlling, controlled by, or under common control with the Adviser or its principals, and any Affiliated
Investor (collectively, the “Holders”) own in the aggregate more than 25 per cent of the outstanding voting shares
of a Regulated Entity, then the Holders will vote such shares as directed by an independent third party when voting on (1) the
election of directors; (2) the removal of one or more directors; or (3) all other matters under either the 1940 Act or applicable
state law affecting the Board’s composition, size or manner of election.
Applicants believe
that this condition will ensure that the Independent Directors will act independently in evaluating the Co-Investment Program,
because the ability of the Adviser or its principals to influence the Independent Directors by a suggestion, explicit or implied,
that the Independent Directors can be removed will be limited significantly. The Independent Directors shall evaluate and approve
any such independent third party, taking into account its qualifications, reputation for independence, cost to the shareholders,
and other factors that they deem relevant.
G.
Conditions
Applicants agree that
any Order granting the requested relief will be subject to the following conditions:
1.
Each time a KKR Credit Adviser considers a Potential Co-Investment Transaction for an Affiliated Investor or another Regulated
Entity that falls within a Regulated Entity’s then-current Objectives and Strategies and Board-Established Criteria, the
Adviser to a Regulated Entity will make an independent determination of the appropriateness of the investment for the Regulated
Entity in light of the Regulated Entity’s then-current circumstances.28
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28
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Any adviser to an Affiliated Fund whose sub-adviser is
an Adviser will not source any Potential Co-Investment Transactions under the requested Order.
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2.
a. If the Adviser to a Regulated Entity deems participation in any Potential Co-Investment Transaction to be appropriate
for the Regulated Entity, the Adviser will then determine an appropriate level of investment for such Regulated Entity.
b. If
the aggregate amount recommended by the Adviser (to a Regulated Entity to be invested by the Regulated Entity in the
Potential Co-Investment Transaction, together with the amount proposed to be invested by the other participating Regulated
Entities and Affiliated Investors, collectively, in the same transaction, exceeds the amount of the investment opportunity,
the amount of the investment opportunity will be allocated among the Regulated Entities and such Affiliated Investors, pro
rata based on each participant’s Available Capital for investment in the asset class being allocated, up to the
amount proposed to be invested by each. The Adviser to a Regulated Entity will provide the Eligible Directors of a Regulated
Entity with information concerning each participating party’s Available Capital to assist the Eligible Directors with
their review of the Regulated Entity’s investments for compliance with these allocation procedures.
c.
After making the determinations required in conditions 1 and 2(a) above, the Adviser to the Regulated Entity will distribute
written information concerning the Potential Co-Investment Transaction, including the amount proposed to be invested by each Regulated
Entity and any Affiliated Investor, to the Eligible Directors for their consideration. A Regulated Entity will co-invest with one
or more other Regulated Entities and/or an Affiliated Investor only if, prior to the Regulated Entities’ and the Affiliated
Investors’ participation in the Potential Co-Investment Transaction, a Required Majority concludes that:
(i)
the terms of the Potential Co-Investment Transaction, including the consideration to be paid, are reasonable and fair to
the Regulated Entity and its shareholders and do not involve overreaching in respect of the Regulated Entity or its shareholders
on the part of any person concerned;
(ii)
the Potential Co-Investment Transaction is consistent with:
(A).
the interests of the Regulated Entity’s shareholders; and
(B).
the Regulated Entity’s then-current Objectives and Strategies and Board-Established Criteria;
(iii)
the investment by any other Regulated Entity or an Affiliated Investor would not disadvantage the Regulated Entity, and
participation by the Regulated Entity would not be on a basis different from or less advantageous than that of any other Regulated
Entity or Affiliated Investor; provided, that the Required Majority shall not be prohibited from reaching the conclusions
required by this Condition 2(c)(iii) if:
(A).
the settlement date for another Regulated Entity or an Affiliated Fund in a Co-Investment Transaction is later than
the settlement date for the Regulated Entity by no more than ten business days or earlier than the settlement date for the Regulated
Entity by no more than ten business days, in either case, so long as: (x)
the date on which the commitments of the Affiliated Funds and Regulated Entities are made is the same; and (y) the earliest
settlement date and the latest settlement date of any Affiliated Fund or Regulated Entity participating in the transaction will
occur within ten business days of each other; or
(B). any
other Regulated Entity or Affiliated Investor, but not the Regulated Entity itself, gains the right to nominate a director
for election to a portfolio company’s board of directors or the right to have a board observer, or any similar right to
participate in the governance or management of the portfolio company so long as: (x) the Eligible Directors will have the
right to ratify the selection of such director or board observer, if any; (y) the Adviser to the Regulated Entity agrees to,
and does, provide periodic reports to the Regulated Entity’s Board with respect to the actions of such director or the
information received by such board observer or obtained through the exercise of any similar right to participate in the
governance or management of the portfolio company; and (z) any fees or other compensation that any other Regulated Entity or
any Affiliated Investor or any affiliated person of any other Regulated Entity or an Affiliated Investor receives in
connection with the right of one or more Regulated Entities or Affiliated Investors to nominate a director or appoint a board
observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately
among the participating Affiliated Investors (who may, in turn, share their portion with their affiliated persons) and any
participating Regulated Entity in accordance with the amount of each party’s investment; and
(iv)
the proposed investment by the Regulated Entity will not benefit the Advisers, any other Regulated Entity, or the Affiliated
Investors or any affiliated person of any of them (other than the parties to the Co-Investment Transaction), except (A) to the
extent permitted by condition 13, (B) to the extent permitted under Sections 17(e) and 57(k) of the 1940 Act, as applicable, (C)
in the case of fees or other compensation described in condition 2(c)(iii)(c), or (D) indirectly, as a result of an interest in
the securities issued by one of the parties to the Co-Investment Transaction.
3.
A Regulated Entity will have the right to decline to participate in any Potential Co-Investment Transaction or to invest
less than the amount proposed.
4.
The Adviser to the Regulated Entity will present to the Board of each Regulated Entity, on a quarterly basis, a record of
all investments in Potential Co-Investments made by any of the other Regulated Entities or any of the Affiliated Investors during
the preceding quarter that fell within the Regulated Entity’s then-current Objectives and Strategies and Board-Established
Criteria that were not made available to the Regulated Entity, and an explanation of why the investment opportunities were not
offered to the Regulated Entity. All information presented to the Board pursuant to this condition will be kept for the life of
the Regulated Entity and at least two years thereafter, and will be subject to examination by the Commission and its staff.
5.
Except for Follow-On Investments made in accordance with condition 9 and 10,29
a Regulated Entity will not invest in reliance on the Order in any issuer in which a Related Party30
is an existing investor.
6.
A Regulated Entity will not participate in any Potential Co-Investment Transaction unless (i) the terms, conditions, price,
class of securities to be purchased, the date on which the commitment is entered and registration rights will be the same for each
participating Regulated Entity and Affiliated Investor and (ii) the earliest settlement date and the latest settlement date of
any participating Regulated Entity or Affiliated Fund will occur as close in time as practicable and in no event more than ten
business days apart. The grant to one or more Regulated Entities or Affiliated Investors, but not the Regulated Entity itself,
of the right to nominate a director for election to a portfolio company’s board of directors, the right to have an observer
on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be
interpreted so as to violate this Condition 6, if Condition 2(c)(iii)(b) are met.
7.
a. If any Regulated Entity or Affiliated Investor elects to sell, exchange or otherwise dispose of an interest in a security
that was acquired by one or more Regulated Entities and/or Affiliated Investors in a Co-Investment Transaction, the applicable
Adviser(s)31 will:
(i)
notify each Regulated Entity of the proposed Disposition at the earliest practical time; and
(ii)
formulate a recommendation as to participation by the Regulated Entity in the Disposition.
b.
Each Regulated Entity will have the right to participate in such Disposition on a proportionate basis, at the same price
and on the same terms and conditions as those applicable to the Affiliated Investors and any other Regulated Entity.
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29
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This exception applies only to Follow-On Investments
by a Regulated Entity in issuers in which that Regulated Entity already holds investments.
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30
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“Related Party” means (i) any Close Affiliate,
as defined below, and (ii) in respect of matters as to which any Adviser has knowledge, any Remote Affiliate, as defined below.
“Remote Affiliate” means any person described in Section 57(e) in respect of any Regulated Fund (treating any registered
investment company or series thereof as a BDC for this purpose) and any limited partner holding 5% or more of the relevant limited
partner interests that would be a Close Affiliate but for the exclusion in that definition. “Close Affiliate” means
the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to
Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose)
except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).
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31
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For purposes of the requested Order, any KCM Company
that is not advised by an Adviser is itself deemed to be an Adviser for purposes of this Condition 7(a) and Conditions 8(a), 9(a)
and 10(a).
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c.
A Regulated Entity may participate in such Disposition without obtaining prior approval of the Required Majority if:
(i) (A)
the proposed participation of each Regulated Entity and each Affiliated Investor in such Disposition is proportionate to its
outstanding investments in the issuer immediately preceding the Disposition;32 (B)
the Regulated Entity’s Board has approved as being in the best interests of the Regulated Entity the ability to
participate in such Dispositions on a pro rata basis (as described in greater detail in this Application); and (C) the
Regulated Entity’s Board is provided on a quarterly basis with a list of all Dispositions made in accordance with this
condition; or
(ii)
each security is a Tradable Security and (A) the Disposition is not to the issuer or any affiliated person of the issuer;
and (B) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated
Entities and Affiliated Investors is price.
d.
In all other cases, the Adviser to the Regulated Entity will provide their written recommendation as to the Regulated Entity’s
participation to the Eligible Directors, and the Regulated Entity will participate in such disposition solely to the extent that
a Required Majority determines that it is in the Regulated Entity’s best interests.
e.
Each Regulated Entity and each Affiliated Investor will bear its own expenses in connection with the Disposition.
8.
a. If any Regulated Entity or Affiliated Investor elects to sell, exchange or otherwise dispose of a Pre-Boarding Investment
in a Potential Co-Investment Transaction and the Regulated Entities and Affiliated Investors have not previously participated in
a Co-Investment Transaction with respect to the issuer:
(i)
the Adviser to such Regulated Entity or Affiliated Investor will notify each Regulated Entity that holds an investment in
the issuer of the proposed disposition at the earliest practical time;
(ii)
the Adviser to each Regulated Entity that holds an investment in the issuer, will formulate a recommendation as to participation
by such Regulated Entity in the disposition; and
(iii)
the Advisers will provide to the Board of each Regulated Entity that holds an investment in the issuer all information relating
to the existing investments in the issuer of the Regulated Entities and Affiliated Investors, including the terms of such investments
and how they were made, that is necessary for the Required Majority to make the findings required by this condition.
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32
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In the case of any Disposition, proportionality will
be measured by each participating Regulated Entity’s and Affiliated Investor’s outstanding investment in the security
in question immediately preceding the Disposition.
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b.
The Adviser will provide its written recommendation as to the Regulated
Entity’s participation to the Eligible Directors, and the Regulated Entity will participate in such disposition, solely to
the extent that a Required Majority determines that:
(i)
the disposition complies with Condition 2(c)(i), (ii), (iii)(A)
and (iv); and
(ii)
the making and holding of the Pre-Boarding Investments were not
prohibited by Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes.
c.
The Disposition may only be completed in reliance on the Order
if:
(i)
Each Regulated Entity has the right to participate in such disposition
on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Investors
and any other Regulated Entity;
(ii)
All of the Affiliated Investors’ and Regulated Entities’
investments in the issuer are Pre-Boarding Investments;
(iii)
Independent counsel to the Board advises that the making and holding
of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1,
as applicable;
(iv)
All Regulated Entities and Affiliated Investors that hold Pre-Boarding
Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or
securities of the issuer. For the purpose of determining whether the Regulated Entities and Affiliated Investors hold the same
security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the
Required Majority is presented with all information necessary to make a finding, and finds, that: (i) any Regulated Entity’s
or Affiliated Investor’s holding of a different class of securities (including for this purpose a security with a different
maturity date) is Immaterial33 in amount, including Immaterial relative
to the size of the issuer; and (ii) the Board records the basis for any such finding in its minutes. In addition, securities
that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and
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33
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In determining whether a holding is “Immaterial”
for purposes of the Order, the Required Majority will consider whether the nature and extent of the interest in the transaction
or arrangement is sufficiently small that a reasonable person would not believe that the interest affected the determination of
whether to enter into the transaction or arrangement or the terms of the transaction or arrangement.
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(v)
The Affiliated Investors, the other Regulated Entities and their
affiliated persons (within the meaning of Section 2(a)(3)(C) of the 1940 Act), individually or in the aggregate, do not control
the issuer of the securities (within the meaning of Section 2(a)(9) of the 1940 Act).
9.
a. If any Regulated Entity or Affiliated Investor desires to make a Follow-On Investment in a portfolio company whose
securities were acquired by the Regulated Entity and the Affiliated Investor in a Co-Investment Transaction, the applicable Adviser(s)
will:
(i)
notify the Regulated Entity of the proposed transaction at the earliest practical time; and
(ii)
formulate a recommendation as to the proposed participation, including the amount of the proposed Follow-On Investment,
by the Regulated Entity.
b.
A Regulated Entity may participate in such Follow-On Investment without obtaining prior approval of the Required Majority
if:
(i)
(A) the proposed participation of each Regulated Entity and each Affiliated Investor in such investment is proportionate
to its outstanding investments in the issuer or the security at issue, as appropriate,34
immediately preceding the Follow-On Investment and (B) the Regulated Entity’s Board has approved as being in the best interests
of such Regulated Entity the ability to participate in Follow-On Investments on a pro rata basis (as described in greater
detail in this Application); or
(ii)
it is a Non-Negotiated Follow-On Investment.
c.
In all other cases, the Adviser to the Regulated Entity will provide their written recommendation as to such Regulated Entity’s
participation to the Eligible Directors, and the Regulated Entity will participate in such Follow-On Investment solely to the extent
that the Required Majority determines that it is in such Regulated Entity’s best interests. If
the only previous Co-Investment Transaction with respect to the issuer was an Enhanced Review Disposition, the Eligible Directors
must complete this review of the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments
in relation to the total economic exposure and other terms of the investment.
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34
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To the extent that a Follow-On Investment opportunity
is in a security or arises in respect of a security held by the participating Regulated Entities and Affiliated Investors, proportionality
will be measured by each participating Regulated Entity’s and Affiliated Investor’s outstanding investment in the
security in question immediately preceding the Follow-On Investment using the most recent available valuation thereof. To the
extent that a Follow-On Investment opportunity relates to an opportunity to invest in a security that is not in respect of any
security held by any of the participating Regulated Entities or Affiliated Investors, proportionality will be measured by each
participating Regulated Entity’s and Affiliated Investor’s outstanding investment in the issuer immediately preceding
the Follow-On Investment using the most recent available valuation thereof.
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d.
If, with respect to any Follow-On Investment:
(i)
the amount of a Follow-On Investment is not based on the Regulated Entities’ and the Affiliated Investors’ outstanding
investments immediately preceding the Follow-On Investment; and
(ii)
the aggregate amount recommended by the Adviser to a Regulated Entity to be invested by the Regulated Entity in the Follow-On
Investment, together with the amount proposed to be invested by the other participating Regulated Entities and the Affiliated Investors
in the same transaction, exceeds the amount of the opportunity; then the amount invested by each such party will be allocated among
them pro rata based on each participant’s Available Capital for investment in the asset class being allocated, up
to the amount proposed to be invested by each.
e.
The acquisition of Follow-On Investments as permitted by this condition will be considered a Co-Investment Transaction for
all purposes and subject to the other conditions set forth in the Application.
10. a. If
any Regulated Entity or Affiliated Investor desires to make a Follow-On Investment in an issuer that is a Potential
Co-Investment Transaction and the Regulated Entities and Affiliated Funds holding investments in the issuer have not
previously participated in a Co-Investment Transaction with respect to the issuer:
(i)
the Adviser to each such Regulated Entity or Affiliated Investor will notify each Regulated Entity that holds securities
of the portfolio company of the proposed transaction at the earliest practical time;
(ii)
the Adviser to each Regulated Entity that holds an investment in the issuer will formulate a recommendation as to the proposed
participation, including the amount of the proposed investment, by such Regulated Entity; and
(iii)
the Advisers will provide to the Board of each Regulated Entity that holds an investment in the issuer all information relating
to the existing investments in the issuer of the Regulated Entities and Affiliated Investors, including the terms of such investments
and how they were made, that is necessary for the Required Majority to make the findings required by this condition.
b.
The Adviser will provide its written recommendation as to the Regulated Entity’s participation to the Eligible Directors,
and the Regulated Entity will participate in such Follow-On Investment solely to the extent that a Required Majority reviews the
proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total
economic exposure and other terms and makes the determinations set forth in condition 2(c). In addition, the Follow-On Investment
may only be completed in reliance on the Order if the Required Majority of each participating Regulated Entity determines that
the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1)
or Rule 17d-1, as applicable. The basis for the Board's findings will be recorded in its minutes.
c.
The Follow-On Investment may only be completed in reliance on the Order if:
(i)
all of the Affiliated Investors’ and Regulated Entities’ investments in the issuer are Pre-Boarding Investments;
and
(ii)
independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments
were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;
(iii) all
Regulated Entities and Affiliated Investors that hold Pre-Boarding Investments in the issuer immediately before the time of
completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of
determining whether the Regulated Entities and Affiliated Investors hold the same security or securities, they may disregard
any security held by some but not all of them if, prior to relying on the Order, the Required Majority is presented with all
information necessary to make a finding, and finds, that: (i) any Regulated Entity’s or Affiliated
Investor’s holding of a different class of securities (including for this purpose a security with a different maturity
date) is Immaterial in amount, including Immaterial relative to the size of the issuer; and (ii) the Board records the
basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or
denominations may be treated as the same security; and
(iv)
the Affiliated Investors, the other Regulated Entities and their
affiliated persons (within the meaning of Section 2(a)(3)(C) of the 1940 Act), individually or in the aggregate, do not control
the issuer of the securities (within the meaning of Section 2(a)(9) of the 1940 Act); and
d.
If, with respect to any such Follow-On Investment:
(i)
the amount of the opportunity proposed to be made available to any Regulated Entity is not based on the Regulated Entities'
and the Affiliated Funds' outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding
the Follow-On Investment; and
(ii)
the aggregate amount recommended by the Advisers to be invested in the Follow-On Investment by the participating Regulated
Entities and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, then the Follow-On
Investment opportunity will be allocated among them pro rata based on each participant’s Available Capital for investment
in the asset class being allocated, up to the amount proposed to be invested by each.
e.
The acquisition of Follow-On Investments as permitted by this condition will be considered a Co-Investment Transaction for
all purposes and subject to the other conditions set forth in this Application.
11.
The Independent Directors of each Regulated Entity will be provided quarterly for review all information concerning Potential
Co-Investment Transactions and Co-Investment Transactions, including investments made by other Regulated Entities or Affiliated
Investors that a Regulated Entity considered but declined to participate in, so that the Independent Directors may determine whether
all investments made during the preceding quarter, including those investments which the Regulated Entity considered but declined
to participate in, comply with the conditions of the Order. In addition, the Independent Directors will consider at least annually
(a) the continued appropriateness for such Regulated Entity of participating in new and existing Co-Investment Transactions and
(b) the continued appropriateness of any Board-Established Criteria.
12.
Each Regulated Entity will maintain the records required by Section 57(f)(3) of the 1940 Act as if each of the Regulated
Entities were a BDC and each of the investments permitted under these conditions were approved by a Required Majority under Section
57(f).
13.
No Independent Director of a Regulated Entity will also be a director, general partner, managing member or principal, or
otherwise an “affiliated person” (as defined in the 1940 Act) of any Affiliated Investor.
14. The
expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any such securities registered for sale under the 1933
Act) shall, to the extent not payable by the applicable Adviser(s) under their respective advisory agreements with the
Regulated Entities and the Affiliated Investors, be shared by the Regulated Entities and the Affiliated Investors in
proportion to the relative amounts of the securities held or to be acquired or disposed of, as the case may be.
15.
Any transaction fee (including break-up or commitment fees but excluding broker’s fees contemplated by Section 17(e)
or 57(k) of the 1940 Act, as applicable)35
received in connection with a Co-Investment Transaction will be distributed to the participating Regulated Entities and Affiliated
Investors on a pro rata basis based on the amount they invested or committed, as the case may be, in such Co-Investment
Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited
into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1) of the 1940
Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating
Regulated Entities and Affiliated Investors based on the amount they invest in the Co-Investment Transaction. None of the other
Regulated Entities, Affiliated Investors, the applicable Adviser(s) nor any affiliated person of the Regulated Entities or the
Affiliated Investors will receive additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment
Transaction (other than (a) in the case of the Regulated Entities and the Affiliated Investors, the pro rata transaction
fees described above and fees or other compensation described in condition 2(c)(iii)(c) and (b) in the case of the Advisers, investment
advisory fees paid in accordance with the Regulated Entities’ and the Affiliated Investors’ investment advisory agreements).
16.
The Advisers to the Regulated Entities and Affiliated Investors will maintain written policies and procedures reasonably
designed to ensure compliance with the foregoing conditions. These policies and procedures will require, among other things, that
each of the Advisers to each Regulated Entity will be notified of all Potential Co-Investment Transactions that fall within such
Regulated Entity’s then-current Objectives and Strategies and Board-Established Criteria and will be given sufficient information
to make its independent determination and recommendations under conditions 1, 2(a), 7 and 8.
35 Applicants
are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment
Transaction.
17.
If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Entity, then the Holders will vote
such Shares as directed by an independent third party when voting on (1) the election of directors; (2) the removal of one or more
directors; or (3) all other matters under either the 1940 Act or applicable State law affecting the Board’s composition,
size or manner of election.
IV.
PROCEDURAL MATTERS
A.
Communications
Please address all
communications concerning this Application and the Notice and Order to:
Noah Greenhill, Esq.
KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
Telephone: (415) 315-3620
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Please address any
questions, and a copy of any communications, concerning this Application, the Notice and Order to:
Kenneth E. Young, Esq.
William J. Bielefeld, Esq.
Dechert LLP
Cira Centre, 2929 Arch Street
Philadelphia, PA 19104
(215) 994-2988
|
B.
Authorizations
The filing of this
Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was
authorized by FSK’s Board pursuant to resolutions duly adopted by FSK’s Board on August 6, 2018 (attached hereto as
Exhibit A).
The filing of this
Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was
authorized by FSK II’s Board pursuant to resolutions duly adopted by FSK II’s Board by written consent on August 17,
2018 (attached hereto as Exhibit B).
The filing of this
Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was
authorized by KIO’s Board pursuant to resolutions duly adopted by KIO’s Board by written consent on September 11, 2018
(attached hereto as Exhibit C).
The filing of this
Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was
authorized by KCOP’s Board pursuant to resolutions duly adopted by KCOP’s Board on August 18, 2020 (attached hereto
as Exhibit D).
In accordance
with Rule 0-2(c) under the 1940 Act, each person executing the Application on behalf of the Applicants (other than the BDCs,
KIO and KCOP), being duly sworn, deposes and says that he or she has duly executed the attached Application for and on behalf
of such Applicants; that he or she is authorized to execute the Application pursuant to the terms of such Applicant’s
operating agreement, management agreement or otherwise, and that all actions by members, directors or other bodies necessary
to authorize each such deponent to execute and file the Application have been taken.
Applicants have caused
this Application to be duly signed on their behalf on the 4th day of September, 2020.
|
FS
KKR CAPITAL Corp
|
|
FS
KKR Capital CORP. II
|
|
|
|
By:
|
/s/ Stephen Sypherd
|
|
Name:
|
Stephen Sypherd
|
|
Title:
|
General Counsel
|
|
|
|
FS/KKR
ADVISOR, LLC
|
|
|
|
By:
|
/s/ Stephen Sypherd
|
|
Name:
|
Stephen Sypherd
|
|
Title:
|
General Counsel and Secretary
|
|
KKR Credit ADVISORS (US) LLC
|
|
KKR ASSET MANAGEMENT, LTD.
|
|
KKR CREDIT ADVISORS (EMEA) LLP
|
|
KKR CREDIT ADVISORS (SINGAPORE) PTE. LTD.
|
|
KKR CS ADVISORS I LLC
|
|
KKR FI ADVISORS LLC
|
|
KKR FI ADVISORS CAYMAN LTD.
|
|
KKR FINANCIAL ADVISORS LLC
|
|
KKR FINANCIAL ADVISORS II LLC
|
|
KKR MEZZANINE I ADVISORS LLC
|
|
KAM Advisors LLC
|
|
KKR DEBT INVESTORS II (2006) IRELAND LP
|
|
KKR DI 2006 LP
|
|
8 CAPITAL PARTNERS L.P.
|
|
KKR FINANCIAL CLO 2007-1, LTD.
|
|
KKR Financial CLO 2012-1, LTD.
|
|
KKR Financial CLO 2013-1, LTD.
|
|
KKR Financial CLO 2013-2, LTD.
|
|
KKR Financial CLO Holdings, LLC
|
|
KKR FINANCIAL CLO HOLDINGS II, LLC
|
|
KKR STRATEGIC CAPITAL INSTITUTIONAL FUND, LTD.
|
|
KKR CLO 9 LTD.
|
|
KKR CLO 10 LTD.
|
|
KKR FINANCIAL HOLDINGS, INC.
|
|
KKR FINANCIAL HOLDINGS, LTD.
|
|
KKR FINANCIAL HOLDINGS LLC
|
|
KKR FINANCIAL HOLDINGS II, LLC
|
|
KKR FINANCIAL HOLDINGS III, LLC
|
|
KKR FINANCIAL HOLDINGS IV, LLC
|
|
KKR CORPORATE CREDIT PARTNERS L.P.
|
|
KKR MEZZANINE PARTNERS I L.P.
|
|
KKR MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
|
|
KKR TRS HOLDINGS, LTD.
|
|
KKR-KEATS CAPITAL PARTNERS L.P.
|
|
KKR-MILTON CAPITAL PARTNERS L.P.
|
|
KKR Lending Partners L.P.
|
|
KKR Lending Partners II L.P.
|
|
KKR-VRS Credit Partners L.P.
|
|
KKR Special Situations (Domestic) Fund L.P.
|
|
KKR Special Situations (Offshore) Fund L.P.
|
|
KKR Special Situations (Domestic) Fund II L.P.
|
|
KKR Special Situations (EEA) Fund II L.P.
|
|
KKR Strategic Capital Institutional Fund, LTD.
|
|
KKR Strategic Capital Overseas Fund Ltd.
|
|
KKR-CDP Partners L.P.
|
|
KKR-PBPR Capital Partners L.P.
|
|
KKR
Credit Select (Domestic) Fund L.P.
|
|
KKR
CREDIT ADVISORS (HONG KONG) LIMITED
|
|
KKR
STRATEGIC CAPITAL MANAGEMENT LLC
|
|
KAM
FUND ADVISORS LLC
|
|
KKR
CREDIT FUND ADVISORS LLC
|
|
KKR
FINANCIAL HOLDINGS II, LTD.
|
|
KKR
FINANCIAL HOLDINGS III, LTD.
|
|
KKR
EUROPEAN SPECIAL OPPORTUNITIES LIMITED
|
|
KKR
CLO 11 LTD.
|
|
KKR
CLO 12 LTD.
|
|
KKR
CLO 13 LTD.
|
|
KKR
CLO 14 LTD.
|
|
KKR
CLO 15 LTD.
|
|
KKR
CLO 16 LTD.
|
|
KKR
CLO 17 LTD.
|
|
KKR
CLO 18 LTD.
|
|
KKR
CLO 19 LTD.
|
|
KKR
CLO 20 LTD.
|
|
KKR
CLO 21 LTD.
|
|
KKR
CLO 22 LTD.
|
|
KKR
CLO 23 LTD.
|
|
KKR
CLO 24 LTD.
|
|
KKR
CLO 25 LTD.
|
|
KKR
CLO 26 LTD.
|
|
KKR
CLO 27 LTD.
|
|
KKR
CLO 28 LTD.
|
|
KKR
CLO 29 LTD.
|
|
KKR
CLO 30 LTD.
|
|
KKR
CLO 31 LTD.
|
|
KKR-MILTON
CAPITAL PARTNERS II L.P.
|
|
KKR
PIP INVESTMENTS L.P.
|
|
KKR
PRIVATE CREDIT OPPORTUNITIES PARTNERS II L.P.
|
|
KKR
PRIVATE CREDIT OPPORTUNITIES PARTNERS II (EEA) L.P.
|
|
KKR
PRIVATE CREDIT OPPORTUNITIES PARTNERS II (EEA) EURO L.P.
|
|
KKR
TACTICAL VALUE SPN L.P.
|
|
KKR
LENDING PARTNERS EUROPE (GBP) UNLEVERED L.P.
|
|
KKR
LENDING PARTNERS EUROPE (EURO) UNLEVERED L.P.
|
|
KKR
LENDING PARTNERS EUROPE (USD) L.P.
|
|
KKR
LENDING PARTNERS EUROPE (EURO) L.P.
|
|
KKR
EUROPEAN RECOVERY PARTNERS L.P.
|
|
KKR
REVOLVING CREDIT PARTNERS L.P.
|
|
TACTICAL
VALUE SPN – APEX CREDIT L.P.
|
|
TACTICAL
VALUE SPN-GLOBAL DIRECT LENDING L.P.
|
|
KKR
GLOBAL CREDIT OPPORTUNITIES MASTER FUND L.P.
|
|
TACTICAL
VALUE SPN-GLOBAL CREDIT OPPORTUNITIES L.P.
|
|
CDPQ
AMERICAN FIXED INCOME III, L.P.
|
|
KKR
LENDING PARTNERS III L.P.
|
|
LP
III WAREHOUSE LLC
|
|
KKR
CREDIT INCOME FUND
|
|
KKR
TFO PARTNERS L.P.
|
|
KKR
SPN CREDIT INVESTORS L.P.
|
|
KKR
GLOBAL CREDIT DISLOCATION (CAYMAN) LTD.
|
|
KKR
DISLOCATION OPPORTUNITIES (DOMESTIC) FUND L.P.
|
|
KKR
DISLOCATION OPPORTUNITIES (EEA) FUND SCSP
|
|
KKR
GOLDFINCH L.P.
|
|
KKR
MACKELLAR PARTNERS L.P.
|
|
KKR
PIP CREDIT INVESTORS LLC
|
|
KKR
REVOLVING CREDIT PARTNERS II L.P.
|
|
KKR
SENIOR FLOATING RATE INCOME FUND
|
|
KKR
US CLO EQUITY PARTNERS II L.P.
|
|
KKR
US CLO EQUITY PARTNERS L.P.
|
|
KKR-CARDINAL
CREDIT OPPORTUNITIES FUND L.P.
|
|
KKR-Milton
Co-Investments II L.P.
|
|
KKR-NYC
Credit A L.P.
|
|
KKR-NYC
Credit B L.P.
|
|
KKR-NYC
Credit C L.P.
|
|
KKR-UWF
Direct Lending Partnership L.P.
|
|
Prisma
Pelican Fund LLC
|
|
RR-RW
Credit L.P.
|
|
Swiss
Capital KKR Private Debt Fund L.P.
|
|
KKR-Jesselton
HIF Credit Partners L.P.
|
|
KKR-Milton
Credit Holdings L.P.
|
|
KKR-Milton
Opportunistic Credit Fund L.P.
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey B. Van Horn
|
|
Title:
|
Authorized Signatory
|
|
KKR DRAGON CO-INVEST L.P.
|
|
By:
KKR Dragon Co-Invest GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey B. Van Horn
|
|
Title:
|
Vice President
|
|
KKR CENTRAL PARK LEASING AGGREGATOR L.P.
|
|
By:
KKR Central Park Leasing Aggregator GP LLC, its general partner
|
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey B. Van Horn
|
|
Title:
|
Vice President
|
|
KKR
Capital Markets LLC
|
|
KKR
CAPITAL MARKETS LIMITED
|
|
KKR
Corporate Lending LLC
|
|
KKR
Corporate Lending (UK) LLC
|
|
Merchant
Capital Solutions LLC
|
|
MCS
Capital Markets LLC
|
|
MCS
Corporate Lending llc
|
|
KKR
RTV MANAGER LLC
|
|
KKR
loan administration services llc
|
|
KKR
CORPORATE LENDING (CA) LLC
|
|
KKR
CORPORATE LENDING (tn) LLC
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Authorized Signatory
|
|
|
|
KKR
Capital Markets Holdings L.P.
|
|
|
|
By:
KKR Capital Markets Holdings LLC, its general partner
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Chief Executive Officer
|
|
|
|
KKR
Capital Markets PARTNERS LLP
|
|
|
|
By:
KKR Capital Markets Limited, its managing member
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Director
|
|
kkr
corporate lending (cayman) limited
|
|
|
|
By:
|
/s/
Martin Laufer
|
|
Name:
|
Martin Laufer
|
|
Title:
|
Director
|
|
KKR
CAPITAL MARKETS ASIA LIMITED
|
|
|
|
By:
|
/s/ Diane Raposio
|
|
Name:
|
Diane Raposio
|
|
Title:
|
Director
|
|
KKR
Credit advisors (ireland) UNLIMITED COMPANY
KKR EUROPEAN CREDIT OPPORTUNITIES
FUND II
KKR ACS CREDIT FUND
KKR BESPOKE GLOBAL CREDIT
OPPORTUNITIES (IRELAND) FUND
KKR DAF DIRECT LENDING FUND
KKR DAF GLOBAL OPPORTUNISTIC
CREDIT FUND
KKR DAF PRIVATE CREDIT FUND
KKR DAF STERLING ASSETS
FUND
KKR DAF SYNDICATED LOAN
AND HIGH YIELD FUND
KKR DAF SECURITISED PRIVATE
CREDIT DESIGNATED ACTIVITY COMPANY
KKR
Lending Partners Europe II (Euro) Unlevered SCSp
KKR
Lending Partners Europe II (USD) SCSp
KKR
Revolving Credit Partners Europe SCSp
KKR-Barmenia
EDL Partners SCSp
KKR-DUS
EDL Partners SCSp
KKR-Generali
Partners SCSp SICAV-RAIF
KKR-Mandate
2020 Direct Lending Fund
KKRN
EURO LOAN FUND 2018 FCP-RAIF
|
|
|
|
By:
|
/s/ Michael
Gilleran
|
|
Name:
|
Michael
Gilleran
|
|
Title:
|
Authorized Signatory
|
|
KKR EUROPEAN FLOATING RATE
LOAN FUND
ABSALON CREDIT FUND DESIGNATED ACTIVITY COMPANY
GARDAR LOAN FUND
|
|
|
|
By: KKR European Credit Investments
Fund plc, acting solely on behalf of its sub-fund
|
|
|
|
By:
|
/s/ Michael Gilleran
|
|
Name:
|
Michael Gilleran
|
|
Title:
|
Authorized Signatory
|
|
KKR EUROPEAN CREDIT OPPORTUNITIES
FUND II DESIGNATED ACTIVITY COMPANY
|
|
|
|
By: KKR European Credit Investments
Fund plc acting solely for the purposes of complying with Chapter 2, Part I, Section 1, vii, paragraph 1(d) of the Central
Bank of Ireland’s AIF Rulebook
|
|
|
|
By:
|
/s/ Michael
Gilleran
|
|
Name:
|
Michael
Gilleran
|
|
Title:
|
Authorized Signatory
|
|
KKR
INCOME OPPORTUNITIES FUND
KKR
Credit opportunities portfolio
|
|
|
|
By:
|
/s/ Mike
Nguyen
|
|
Name:
|
Mike
Nguyen
|
|
Title:
|
Secretary and Vice President
|
|
AVOCA
CAPITAL CLO X DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XI DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ John
Craddock
|
|
Name:
|
John
Craddock
|
|
Title:
|
Director
|
|
AVOCA
CLO XII DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XIII DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ John
Hackett
|
|
Name:
|
John
Hackett
|
|
Title:
|
Director
|
|
AVOCA
CLO XIV DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XV DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XVI DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XVII DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ Sam
Sengupta
|
|
Name:
|
Sam
Sengupta
|
|
Title:
|
Director
|
|
AVOCA
CLO XVIII DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XIX DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XX DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XXI DESIGNATED ACTIVITY COMPANY
AVOCA CLO
XXIV DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ Michael
Drew
|
|
Name:
|
Michael
Drew
|
|
Title:
|
Director
|
|
AVOCA CREDIT OPPORTUNITIES
PLC
|
|
|
|
By:
|
/s/ Carmel
Naughton
|
|
Name:
|
Carmel
Naughton
|
|
Title:
|
Director
|
|
PRISMA SPECTRUM FUND LP
POLAR BEAR FUND LP
|
|
|
|
By:
|
/s/ Vince Cuticello
|
|
Name:
|
Vince Cuticello
|
|
Title:
|
Authorized Signatory
|
|
KKR ALTERNATIVE ASSETS LLC
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
KKR ALTERNATIVE ASSETS LIMITED
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Vice President and Assistant Secretary
|
|
KKR ALTERNATIVE ASSETS L.P.
|
|
By:
KKR Alternative Asset Limited, as its general partner
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Vice President and Assistant Secretary
|
|
KKR PRINCIPAL OPPORTUNITIES PARTNERSHIP (DOMESTIC) L.P.
|
|
By:
|
/s/ Jason Carss
|
|
Name:
|
Jason Carss
|
|
Title:
|
Authorized Signatory
|
|
CPS MANAGERS MASTER FUND L.P.
|
|
By:
By: CPS Associates L.P., as general partner of CPS GP Limited, as general partner of CPS Managers Master Fund L.P.
|
|
|
|
By:
|
/s/ David Sorkin
|
|
Name:
|
David Sorkin
|
|
Title:
|
Director
|
|
By:
KKR SPN GP Limited, as general partner of KKR Associates SPN L.P., as general partner of KKR SPN Investments L.P.
|
|
|
|
By:
|
/s/ David Sorkin
|
|
Name:
|
David Sorkin
|
|
Title:
|
Director
|
|
kkr
capital markets india private limited
|
|
|
|
By:
|
/s/ Anil
Nagu
|
|
Name:
|
Anil
Nagu
|
|
Title:
|
Director
|
|
kkr
capital markets (ireland) limited
|
|
|
|
By:
|
/s/ Kevin
McMahon
|
|
Name:
|
Kevin
McMahon
|
|
Title:
|
Director
|
|
KKR
CAPITAL MARKETS JAPAN limited
|
|
|
|
By:
|
/s/ Go
Yamashita
|
|
Name:
|
Go
Yamashita
|
|
Title:
|
Chief Executive Officer and Representative
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of FS KKR Capital Corp. and FS KKR Capital Corp. II, that
he is the General Counsel of each such entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
|
FS KKR CAPITAL Corp.
|
|
FS KKR Capital CORP. II
|
|
By:
|
/s/ Stephen Sypherd
|
|
Name:
|
Stephen Sypherd
|
|
Title:
|
General Counsel
|
|
By:
|
/s/ Stephen Sypherd
|
|
Name:
|
Stephen Sypherd
|
|
Title:
|
General Counsel and Secretary
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Income Opportunities Fund and KKR Credit Opportunities
Portfolio, that he is the Secretary and Vice President of each entity and that all action by officers, directors, and other bodies
necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar
with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information
and belief.
|
KKR
INCOME OPPORTUNITIES FUND
KKR
CREDIT OPPORTUNITIES PORTFOLIO
|
|
|
|
By:
|
/s/
Mike Nguyen
|
|
Name:
|
Mike Nguyen
|
|
Title:
|
Secretary and Vice President
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Credit Advisors (US) LLC, KKR Asset Management, LTD.,
KKR Credit Advisors (EMEA) LLP, KKR Credit Advisors (Singapore) Pte. Ltd., KKR CS Advisors I LLC, KKR FI Advisors LLC, KKR FI
Advisors Cayman LTD., KKR Financial Advisors LLC, KKR Financial Advisors II LLC, KKR Mezzanine I Advisors LLC, KAM Advisors LLC,
KKR Debt Investors II (2006) Ireland LP, KKR DI 2006 LP, 8 Capital Partners L.P., KKR Financial CLO 2007-1, LTD., KKR Financial
CLO 2012-1, LTD., KKR Financial CLO 2013-1, LTD., KKR Financial CLO 2013-2, LTD., KKR Financial CLO Holdings, LLC, KKR Financial
CLO Holdings II, LLC, KKR Strategic Capital Institutional Fund, Ltd., KKR CLO 9 LTD., KKR CLO 10 LTD., KKR Financial Holdings,
Inc., KKR Financial Holdings, LTD., KKR Financial Holdings LLC, KKR Financial Holdings II, LLC, KKR Financial Holdings III, LLC,
KKR Financial Holdings IV, LLC, KKR Corporate Credit Partners L.P., KKR Mezzanine Partners I L.P., KKR Mezzanine Partners I Side-By-Side
L.P., KKR TRS Holdings, LTD., KKR- Keats Capital Partners L.P., KKR-Milton Capital Partners L.P., KKR Lending Partners L.P., KKR
Lending Partners II L.P., KKR-VRS Credit Partners L.P., KKR Special Situations (Domestic) Fund L.P., KKR Special Situations (Offshore)
Fund L.P., KKR Special Situations (Domestic) Fund II L.P., KKR Special Situations (EEA) Fund II L.P., KKR Strategic Capital Institutional
Fund, Ltd., KKR Strategic Capital Overseas Fund Ltd., KKR-CDP Partners L.P., KKR-PBPR Capital Partners L.P., KKR Credit Select
(Domestic) Fund L.P., KKR Credit Advisors (Hong Kong) Limited, KKR Strategic Capital Management LLC KAM Fund Advisors LLC, KKR
Credit Fund Advisors LLC, KKR Financial
Holdings II, Ltd., KKR Financial Holdings III, Ltd., KKR European Special Opportunities Limited, KKR CLO 11 Ltd., KKR CLO 12 Ltd.,
KKR CLO 13 Ltd., KKR CLO 14 Ltd., KKR CLO 15 Ltd., KKR CLO 16 Ltd., KKR CLO 17 Ltd., KKR CLO 18 Ltd., KKR CLO 19 Ltd., KKR CLO
20 Ltd., KKR CLO 21 Ltd., KKR CLO 22 Ltd., KKR CLO 23 Ltd., KKR CLO 24 Ltd., KKR CLO 25 Ltd., KKR CLO 26 Ltd., KKR CLO 27 Ltd.,
KKR CLO 28 Ltd., KKR CLO 29 Ltd., KKR CLO 30 Ltd., KKR CLO 31 Ltd., KKR-Milton Capital Partners II L.P., KKR PIP Investments L.P.,
KKR Private Credit Opportunities Partners II L.P., KKR Private Credit Opportunities Partners II (EEA) L.P., KKR Private Credit
Opportunities Partners II (EEA) Euro L.P., KKR Tactical Value SPN L.P., KKR Lending Partners Europe (GBP) Unlevered L.P., KKR
Lending Partners Europe (Euro) Unlevered L.P., KKR Lending Partners Europe (USD) L.P., KKR Lending Partners Europe (Euro) L.P.,
KKR European Recovery Partners L.P., KKR Revolving Credit Partners L.P., Tactical Value SPN – Apex Credit L.P., Tactical
Value SPN-Global Direct Lending L.P., KKR Global Credit Opportunities Master Fund L.P., Tactical Value SPN-Global Credit Opportunities
L.P., CDPQ American Fixed Income III, L.P., KKR Lending Partners III L.P., LP III Warehouse LLC, KKR Credit Income Fund, KKR TFO
Partners L.P., KKR SPN Credit Investors L.P., KKR Global Credit Dislocation (Cayman LTD.), KKR Dislocation Opportunities (Domestic)
Fund L.P., KKR Dislocation Opportunities (EEA) Fund SCSp, KKR Goldfinch L.P., KKR Mackellar Partners L.P., KKR PIP Credit Investors
LLC, KKR Revolving Credit Partners II L.P., KKR Senior Floating Rate Income Fund, KKR US CLO Equity Partners II L.P., KKR US CLO
Equity Partners L.P., KKR-Cardinal Credit Opportunities Fund L.P., KKR-Milton Co-Investments II L.P., KKR-NYC Credit A L.P., KKR-NYC
Credit B L.P., KKR-NYC Credit C L.P., KKR-UWF Direct Lending Partnership L.P., Prisma Pelican Fund LLC, RR-RW Credit L.P., Swiss
Capital KKR Private Debt Fund L.P., KKR-Jesselton HIF Credit Partners L.P., KKR-Milton Credit Holdings L.P., KKR-Milton Opportunistic
Credit Fund L.P., KKR Dragon Co-Invest L.P. and KKR Central Park Leasing Aggregator L.P., that he is authorized to execute this
sworn statement of each entity and that all action by officers, directors, and other bodies necessary to authorize deponent to
execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and
the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
|
KKR Credit ADVISORS (US) LLC
|
|
KKR ASSET MANAGEMENT, LTD.
|
|
KKR CREDIT ADVISORS (EMEA) LLP
|
|
KKR CREDIT ADVISORS (SINGAPORE) PTE. LTD.
|
|
KKR CS ADVISORS I LLC
|
|
KKR FI ADVISORS LLC
|
|
KKR FI ADVISORS CAYMAN LTD.
|
|
KKR FINANCIAL ADVISORS LLC
|
|
KKR FINANCIAL ADVISORS II LLC
|
|
KKR MEZZANINE I ADVISORS LLC
|
|
Kam advisors llc
|
|
KKR DEBT INVESTORS II (2006) IRELAND LP
|
|
KKR DI 2006 LP
|
|
8 CAPITAL PARTNERS L.P.
|
|
KKR FINANCIAL CLO 2007-1, LTD.
|
|
KKR Financial CLO 2012-1, LTD.
|
|
KKR Financial CLO 2013-1, LTD.
|
|
KKR Financial CLO 2013-2, LTD.
|
|
KKR Financial CLO Holdings, LLC
|
|
KKR FINANCIAL CLO HOLDINGS II, LLC
|
|
KKR STRATEGIC CAPITAL INSTITUTIONAL FUND, LTD.
|
|
KKR CLO 9 LTD.
|
|
KKR CLO 10 LTD.
|
|
KKR FINANCIAL HOLDINGS, INC.
|
|
KKR FINANCIAL HOLDINGS, LTD.
|
|
KKR FINANCIAL HOLDINGS LLC
|
|
KKR FINANCIAL HOLDINGS II, LLC
|
|
KKR FINANCIAL HOLDINGS III, LLC
|
|
KKR FINANCIAL HOLDINGS IV, LLC
|
|
KKR CORPORATE CREDIT PARTNERS L.P.
|
|
KKR MEZZANINE PARTNERS I L.P.
|
|
KKR MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
|
|
KKR TRS HOLDINGS, LTD.
|
|
KKR-KEATS CAPITAL PARTNERS L.P.
|
|
KKR-MILTON CAPITAL PARTNERS L.P.
|
|
KKR Lending Partners L.P.
|
|
KKR Lending Partners II L.P.
|
|
KKR-VRS Credit Partners L.P.
|
|
KKR Special Situations (Domestic) Fund L.P.
|
|
KKR Special Situations (Offshore) Fund L.P.
|
|
KKR Special Situations (Domestic) Fund II L.P.
|
|
KKR Special Situations (EEA) Fund II L.P.
|
|
KKR Strategic Capital Institutional Fund, LTD.
|
|
KKR Strategic Capital Overseas Fund Ltd.
|
|
KKR-CDP Partners L.P.
|
|
KKR-PBPR Capital Partners L.P.
|
|
KKR Credit Select (Domestic) Fund L.P.
|
|
KKR CREDIT ADVISORS (HONG KONG) LIMITED
|
|
KKR STRATEGIC CAPITAL MANAGEMENT LLC
|
|
KAM FUND ADVISORS LLC
|
|
KKR CREDIT FUND ADVISORS LLC
|
|
KKR FINANCIAL HOLDINGS II, LTD.
|
|
KKR FINANCIAL HOLDINGS III, LTD.
|
|
KKR EUROPEAN SPECIAL OPPORTUNITIES LIMITED
|
|
KKR CLO 11 LTD.
|
|
KKR CLO 12 LTD.
|
|
KKR CLO 13 LTD.
|
|
KKR CLO 14 LTD.
|
|
KKR CLO 15 LTD.
|
|
KKR CLO 16 LTD.
|
|
KKR CLO 17 LTD.
|
|
KKR CLO 18 LTD.
|
|
KKR CLO 19 LTD.
|
|
KKR CLO 20 LTD.
|
|
KKR CLO 21 LTD.
|
|
KKR CLO 22 LTD.
|
|
KKR CLO 23 LTD.
|
|
KKR CLO 24 LTD.
|
|
KKR CLO 25 LTD.
|
|
KKR CLO 26 LTD.
|
|
KKR CLO 27 LTD.
|
|
KKR CLO 28 LTD.
|
|
KKR CLO 29 LTD.
|
|
KKR CLO 30 LTD.
|
|
KKR CLO 31 LTD.
|
|
KKR-MILTON CAPITAL PARTNERS II L.P.
|
|
KKR PIP INVESTMENTS L.P.
|
|
KKR PRIVATE CREDIT OPPORTUNITIES PARTNERS II L.P.
|
|
KKR PRIVATE CREDIT OPPORTUNITIES PARTNERS II (EEA) L.P.
|
|
KKR PRIVATE CREDIT OPPORTUNITIES PARTNERS II (EEA) EURO L.P.
|
|
KKR TACTICAL VALUE SPN L.P.
|
|
KKR LENDING PARTNERS EUROPE (GBP) UNLEVERED L.P.
|
|
KKR LENDING PARTNERS EUROPE (EURO) UNLEVERED L.P.
|
|
KKR LENDING PARTNERS EUROPE (USD) L.P.
|
|
KKR LENDING PARTNERS EUROPE (EURO) L.P.
|
|
KKR EUROPEAN RECOVERY PARTNERS L.P.
|
|
KKR REVOLVING CREDIT PARTNERS L.P.
|
|
TACTICAL VALUE SPN – APEX CREDIT L.P.
|
|
TACTICAL VALUE SPN-GLOBAL DIRECT LENDING L.P.
|
|
KKR GLOBAL CREDIT OPPORTUNITIES MASTER FUND L.P.
|
|
TACTICAL VALUE SPN-GLOBAL CREDIT OPPORTUNITIES L.P.
|
|
CDPQ AMERICAN FIXED INCOME III, L.P.
|
|
KKR LENDING PARTNERS III L.P.
|
|
LP III WAREHOUSE LLC
|
|
KKR CREDIT INCOME FUND
|
|
KKR TFO PARTNERS L.P.
|
|
KKR SPN CREDIT INVESTORS L.P.
|
|
KKR GLOBAL CREDIT DISLOCATION (CAYMAN LTD.)
|
|
KKR DISLOCATION OPPORTUNITIES (DOMESTIC) FUND L.P.
|
|
KKR DISLOCATION OPPORTUNITIES (EEA) FUND SCSP
|
|
KKR GOLDFINCH L.P.
|
|
KKR MACKELLAR PARTNERS L.P.
|
|
KKR PIP CREDIT INVESTORS LLC
|
|
KKR REVOLVING CREDIT PARTNERS II L.P.
|
|
KKR SENIOR FLOATING RATE INCOME FUND
|
|
KKR US CLO EQUITY PARTNERS II L.P.
|
|
KKR US CLO EQUITY PARTNERS L.P.
|
|
KKR-CARDINAL CREDIT OPPORTUNITIES FUND L.P.
|
|
KKR-Milton Co-Investments II L.P.
|
|
KKR-NYC Credit A L.P.
|
|
KKR-NYC Credit B L.P.
|
|
KKR-NYC Credit C L.P.
|
|
KKR-UWF Direct Lending Partnership L.P.
|
|
Prisma Pelican Fund LLC
|
|
RR-RW Credit L.P.
|
|
Swiss Capital KKR Private Debt Fund L.P.
|
|
KKR-Jesselton HIF Credit Partners L.P.
|
|
KKR-Milton Credit Holdings L.P.
|
|
KKR-Milton Opportunistic Credit Fund L.P.
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey B. Van Horn
|
|
Title:
|
Authorized Signatory
|
|
KKR DRAGON CO-INVEST L.P.
|
|
By:
KKR Dragon Co-Invest GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey
B. Van Horn
|
|
Title:
|
Vice President
|
|
KKR CENTRAL PARK LEASING AGGREGATOR L.P.
|
|
By:
KKR Central Park Leasing Aggregator GP LLC, its general partner
|
|
|
|
By:
|
/s/ Jeffrey B. Van Horn
|
|
Name:
|
Jeffrey B. Van Horn
|
|
Title:
|
Vice President
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets Holdings L.P., KKR Capital Markets
LLC, KKR Capital Markets Limited, KKR Capital Markets Partners LLP, KKR Corporate Lending LLC, KKR Corporate Lending (UK) LLC,
Merchant Capital Solutions LLC, MCS Capital Markets LLC, MCS Corporate Lending LLC, KKR RTV Manager LLC, KKR Loan Administration
Services LLC, KKR Corporate Lending (CA) LLC and Corporate Lending (TN) LLC, that he is authorized to execute this sworn statement
of each entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file
such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof,
and that the facts therein set forth are true to the best of his knowledge, information and belief.
|
KKR Capital Markets LLC
|
|
KKR CAPITAL MARKETS LIMITED
|
|
KKR Corporate Lending LLC
|
|
KKR Corporate Lending (UK) LLC
|
|
merchant capital solutions llc
|
|
mcs capital markets llc
|
|
mcs corporate lending llc
|
|
KKR RTV MANAGER LLC
|
|
KKR LOAN ADMINISTRATION SERVICES LLC
|
|
KKR CORPORATE LENDING (CA) LLC
|
|
KKR CORPORATE LENDING (tn) LLC
|
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
KKR Capital Markets Holdings L.P.
|
|
|
|
|
By: KKR Capital Markets Holdings LLC, its general partner
|
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
KKR Capital Markets PARTNERS LLP
|
|
|
|
|
By: KKR Capital Markets Limited, its managing member
|
|
|
|
|
By:
|
/s/ Adam Smith
|
|
Name:
|
Adam Smith
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Corporate Lending
(Cayman) Limited, that he is authorized to execute this sworn statement of each entity and that all action by officers, directors,
and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states
that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
|
kkr corporate lending (cayman) limited
|
|
|
|
|
By:
|
/s/ Martin Laufer
|
|
Name:
|
Martin Laufer
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that she has duly executed the foregoing Application for and on behalf of KKR Capital Markets Asia Limited, that she is authorized
to execute this sworn statement of such entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that she is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.
|
KKR Capital Markets Asia Limited
|
|
|
|
|
By:
|
/s/ Diane Raposio
|
|
Name:
|
Diane Raposio
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Credit Advisors (Ireland) Unlimited Company, KKR European
Floating Rate Loan Fund, Absalon Credit Designated Activity Company, Gardar Loan Fund, KKR European Credit Opportunities Fund II,
KKR ACS Credit Fund, KKR Bespoke Global Credit Opportunities (Ireland) Fund, KKR DAF Direct Lending Fund, KKR DAF Global Opportunistic
Credit Fund, KKR DAF Private Credit Fund, KKR DAF Sterling Assets Fund, and KKR DAF Syndicated Loan and High Yield Fund, KKR DAF
Securitised Private Credit Fund Designated Activity Company, KKR Lending Partners Europe II (Euro) Unlevered SCSp, KKR Lending
Partners Europe II (USD) SCSp, KKR Revolving Credit Partners Europe SCSp, KKR-Barmenia EDL Partners SCSp, KKR-DUS EDL Partners
SCSp, KKR-Generali Partners SCSp SICAV-RAIF, KKR-Mandate 2020 Direct Lending Fund, KKR European Credit Opportunities Fund II Designated
Activity Company and KKRN Euro Loan Fund 2018 FCP-RAIF, that he is authorized to execute this sworn statement of each entity and
that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has
been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts
therein set forth are true to the best of his knowledge, information and belief.
|
KKR Credit advisors (ireland) Unlimited company
|
|
KKR EUROPEAN CREDIT OPPORTUNITIES FUND II
|
|
KKR ACS CREDIT FUND
|
|
KKR BESPOKE GLOBAL CREDIT OPPORTUNITIES (IRELAND) FUND
|
|
KKR DAF DIRECT LENDING FUND
|
|
KKR DAF GLOBAL OPPORTUNISTIC CREDIT FUND
|
|
KKR DAF PRIVATE CREDIT FUND
|
|
KKR DAF STERLING ASSETS FUND
|
|
KKR DAF SYNDICATED LOAN AND HIGH YIELD FUND
|
|
KKR DAF SECURITISED PRIVATE CREDIT DESIGNATED ACTIVITY COMPANY
|
|
KKR Lending Partners Europe II (Euro) Unlevered SCSp
|
|
KKR Lending Partners Europe II (USD) SCSp
|
|
KKR Revolving Credit Partners Europe SCSp
|
|
KKR-Barmenia EDL Partners SCSp
|
|
KKR-DUS EDL Partners SCSp
|
|
KKR-Generali Partners SCSp SICAV-RAIF
|
|
KKR-Mandate 2020 Direct Lending Fund
|
|
KKRN EURO LOAN FUND 2018 FCP-RAIF
|
|
|
|
By:
|
/s/ Michael Gilleran
|
|
Name:
|
Michael Gilleran
|
|
Title:
|
Authorized Signatory
|
|
|
|
KKR EUROPEAN FLOATING RATE LOAN FUND
ABSALON CREDIT FUND DESIGNATED ACTIVITY COMPANY
GARDAR LOAN FUND
|
|
|
|
By: KKR European Credit Investments Fund plc, acting solely on behalf of its sub-fund
|
|
|
|
By:
|
/s/ Michael Gilleran
|
|
Name:
|
Michael Gilleran
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
KKR EUROPEAN CREDIT OPPORTUNITIES FUND II DESIGNATED ACTIVITY COMPANY
|
|
|
|
|
By: KKR European Credit Investments Fund plc acting solely for the purposes of complying with Chapter 2, Part I, Section 1, vii, paragraph 1(d) of the Central Bank of Ireland’s AIF Rulebook
|
|
|
|
|
By:
|
/s/ Michael Gilleran
|
|
Name:
|
Michael Gilleran
|
|
Title:
|
Authorized Signatory
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca Capital CLO X Designated Activity Company and Avoca
CLO XI Designated Activity Company, that he is authorized to execute this sworn statement of each entity and that all action by
officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned
further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true
to the best of his knowledge, information and belief.
|
AVOCA CAPITAL CLO X DESIGNATED
ACTIVITY COMPANY
|
|
AVOCA CLO XI DESIGNATED ACTIVITY
COMPANY
|
|
|
|
|
By:
|
/s/ John Craddock
|
|
Name:
|
John Craddock
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca CLO XII Designated Activity Company and Avoca CLO
XIII Designated Activity Company, that he is authorized to execute this sworn statement of each entity and that all action by officers,
directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned
further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true
to the best of his knowledge, information and belief.
|
AVOCA CLO XII DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XIII DESIGNATED
ACTIVITY COMPANY
|
|
|
|
|
By:
|
/s/ John Hackett
|
|
Name:
|
John Hackett
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca CLO XIV Designated Activity Company, Avoca CLO XV
Designated Activity Company, Avoca CLO XVI Designated Activity Company and Avoca CLO XVII Designated Activity Company, that he
is authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary
to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with
such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information
and belief.
|
AVOCA CLO XIV DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XV DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XVI DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XVII DESIGNATED
ACTIVITY COMPANY
|
|
|
|
|
By:
|
/s/ Sam Sengupta
|
|
Name:
|
Sam Sengupta
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca CLO XVIII Designated Activity Company, Avoca CLO
XIX Designated Activity Company, Avoca CLO XX Designated Activity Company, Avoca CLO XI Designated Activity Company and Avoca CLO
XXIV Designated Activity Company, that he is authorized to execute this sworn statement of each entity and that all action by officers,
directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned
further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true
to the best of his knowledge, information and belief.
|
AVOCA CLO XVIII DESIGNATED
ACTIVITY COMPANY
|
|
AVOCA CLO XIX DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XX DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XXI DESIGNATED ACTIVITY
COMPANY
|
|
AVOCA CLO XXIV DESIGNATED
ACTIVITY COMPANY
|
|
|
|
|
By:
|
/s/ Michael Drew
|
|
Name:
|
Michael Drew
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca Credit Opportunities plc, that he is authorized
to execute this sworn statement of such entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
|
AVOCA CREDIT OPPORTUNITIES
PLC
|
|
|
|
|
By:
|
/s/ Carmel Naughton
|
|
Name:
|
Carmel Naughton
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Prisma Spectrum Fund LP and Polar Bear Fund LP, that he
is authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary
to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with
such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information
and belief.
|
PRISMA SPECTRUM FUND LP
|
|
POLAR BEAR FUND LP
|
|
|
|
|
By:
|
/s/ Vince Cuticello
|
|
Name:
|
Vince Cuticello
|
|
Title:
|
Authorized Signatory
|
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of KKR Alternative Assets LLC, KKR Alternative
Assets Limited and KKR Alternative Assets L.P., that he is authorized to execute this sworn statement of each entity and that
all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has
been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the
facts therein set forth are true to the best of his knowledge, information and belief.
|
KKR ALTERNATIVE ASSETS LLC
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
|
KKR ALTERNATIVE ASSETS LIMITED
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Vice President and Assistant Secretary
|
|
|
|
|
KKR ALTERNATIVE ASSETS L.P.
|
|
|
|
|
By: KKR Alternative Asset Limited, as its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Vice President and Assistant Secretary
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Principal Opportunities Partnership (Domestic) L.P.,
that he is authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies
necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is
familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge,
information and belief.
|
KKR PRINCIPAL OPPORTUNITIES PARTNERSHIP (DOMESTIC) L.P.
|
|
|
|
|
By:
|
/s/ Jason Carss
|
|
Name:
|
Jason Carss
|
|
Title:
|
Authorized Signatory
|
VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of CPS Managers Master Fund L.P. and KKR SPN
Investments L.P., that he is authorized to execute this sworn statement of each entity and that all action by officers,
directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The
undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set
forth are true to the best of his knowledge, information and belief.
|
CPS MANAGERS MASTER FUND L.P.
|
|
|
By: CPS Associates L.P., as general partner of CPS GP Limited, as general
|
|
partner of CPS Managers Master Fund L.P.
|
|
|
By:
|
/s/ David Sorkin
|
|
Name:
|
David Sorkin
|
|
Title:
|
Director
|
|
KKR SPN INVESTMENTS L.P.
|
|
|
By: KKR SPN GP Limited, as general partner of KKR Associates SPN L.P., as
|
|
general partner of KKR SPN Investments L.P.
|
|
|
By:
|
/s/ David Sorkin
|
|
Name:
|
David Sorkin
|
|
Title:
|
Director
|
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets India Private Limited, that he is
authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary
to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with
such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information
and belief.
|
kkr capital markets
india private limited
|
|
|
|
|
By:
|
/s/ Anil Nagu
|
|
Name:
|
Anil Nagu
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets (Ireland) Limited, that he is authorized
to execute this sworn statement of each entity and that all action by officers, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument,
and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
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kkr
capital markets (ireland) limited
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By:
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/s/ Kevin McMahon
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Name:
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Kevin McMahon
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Title:
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Director
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VERIFICATION
The undersigned
states that he has duly executed the foregoing Application for and on behalf of KKR Capital Markets Japan Limited, that he is
authorized to execute this sworn statement of each entity and that all action by officers, directors, and other bodies
necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is
familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his
knowledge, information and belief.
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KKR
CAPITAL MARKETS JAPAN Limited
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By:
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/s/ Go Yamashita
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Name:
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Go Yamashita
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Title:
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Chief Executive Officer and Representative Director
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SCHEDULE A
Existing KKR Credit Advisers
KAM Advisors LLC
KAM Fund Advisors LLC
KKR Asset Management, Ltd.
KKR Credit Advisors (EMEA) LLP
KKR Credit Advisors (Hong Kong) Limited
KKR Credit Advisors (Ireland) Unlimited
Company
KKR Credit Advisors (Singapore) Pte. Ltd.
KKR Credit Fund Advisors LLC
KKR CS Advisors I LLC
KKR FI Advisors Cayman Ltd.
KKR FI Advisors LLC
KKR Financial Advisors II, LLC
KKR Financial Advisors LLC
KKR Mezzanine I Advisors LLC
KKR Strategic Capital Management LLC
Existing KCM Companies
KKR Capital Markets Asia Limited
KKR Capital Markets Holdings L.P.
KKR Capital Markets India Private Limited
KKR Capital Markets (Ireland) Limited
KKR Capital Markets Japan Limited
KKR Capital Markets Limited
KKR Capital Markets LLC
KKR Capital Markets Partners LLP
KKR Loan Administration Services LLC
KKR RTV Manager LLC
MCS Capital Markets LLC
Existing KKR Proprietary Accounts
KKR Alternative Assets Limited
KKR Alternative Assets LLC
KKR Alternative Assets L.P.
KKR Corporate Lending (CA) LLC
KKR Corporate Lending (Cayman)
Limited
KKR Corporate Lending LLC
MCS Corporate Lending LLC
Merchant Capital Solutions LLC
KKR Corporate Lending (TN) LLC
KKR Corporate Lending (UK) LLC
KFN Subsidiaries
KKR Financial CLO Holdings II, LLC
KKR Financial CLO Holdings, LLC
KKR Financial Holdings II, LLC
KKR Financial Holdings II, Ltd.
KKR Financial Holdings III, LLC
KKR Financial Holdings III, Ltd.
KKR Financial Holdings, Inc.
KKR Financial Holdings, Ltd.
KKR Strategic Capital Institutional Fund,
Ltd.
KKR TRS Holdings, Ltd.
Existing Affiliated Funds
8 Capital Partners L.P.
Absalon Credit Designated Activity
Company
Avoca Capital CLO X Designated Activity
Company
Avoca CLO XI Designated Activity
Company
Avoca CLO XII Designated Activity
Company
Avoca CLO XIII Designated Activity
Company
Avoca CLO XIV Designated Activity
Company
Avoca CLO XV Designated Activity
Company
Avoca CLO XVI Designated Activity
Company
Avoca CLO XVII Designated Activity
Company
Avoca CLO XVIII Designated Activity
Company
Avoca CLO XIX Designated Activity
Company
Avoca CLO XX Designated Activity
Company
Avoca CLO XXI Designated Activity
Company
Avoca CLO XXIV Designated Activity
Company
Avoca Credit Opportunities plc
CDPQ American Fixed Income III,
L.P.
CPS Managers Master Fund L.P.
Gardar Loan Fund
KKR ACS Credit Fund
KKR Bespoke Global Credit Opportunities
(Ireland) Fund
KKR Central Park Leasing Aggregator
L.P.
KKR CLO 9 Ltd.
KKR CLO 10 Ltd.
KKR CLO 11 Ltd.
KKR CLO 12 Ltd.
KKR CLO 13 Ltd.
KKR CLO 14 Ltd.
KKR CLO 15 Ltd.
KKR CLO 16 Ltd.
KKR CLO 17 Ltd.
KKR CLO 18 Ltd.
KKR CLO 19 Ltd.
KKR CLO 20 Ltd.
KKR CLO 21 Ltd.
KKR CLO 22 Ltd.
KKR CLO 23 Ltd.
KKR CLO 24 Ltd.
KKR CLO 25 Ltd.
KKR CLO 26 Ltd.
KKR CLO 27 Ltd.
KKR CLO 28 Ltd.
KKR CLO 29 Ltd.
KKR CLO 30 Ltd.
KKR CLO 31 Ltd.
KKR Corporate Credit Partners L.P.
KKR Credit Income Fund
KKR Credit Select (Domestic) Fund L.P.
KKR DAF Direct Lending Fund
KKR DAF Global Opportunistic Credit Fund
KKR DAF Private Credit Fund
KKR DAF Securitised Private Credit Fund
KKR DAF Sterling Assets Fund
KKR DAF Syndicated Loan and High Yield
Fund
KKR Debt Investors II (2006) Ireland L.P.
KKR DI 2006 LP
KKR Dislocation Opportunities (Domestic)
Fund L.P.
KKR Dislocation Opportunities (EEA) Fund
SCSp
KKR Dragon Co-Invest L.P.
KKR European Credit Opportunities Fund
II
KKR European Credit Opportunities Fund
II Designated Activity Company
KKR European Floating Rate Loan Fund
KKR European Recovery Partners L.P.
KKR European Special Opportunities Limited
KKR Financial CLO 2007-1, LTD.
KKR Financial CLO 2012-1, LTD.
KKR Financial CLO 2013-1, LTD.
KKR Financial CLO 2013-2, LTD.
KKR Global Credit Dislocation (Cayman)
Ltd.
KKR Global Credit Opportunities Master
Fund L.P.
KKR Goldfinch L.P.
KKR Lending Partners Europe (Euro) L.P.
KKR Lending Partners Europe (Euro) Unlevered
L.P.
KKR Lending Partners Europe (GBP) Unlevered
L.P.
KKR Lending Partners Europe (USD) L.P.
KKR Lending Partners Europe II (Euro) Unlevered
SCSp
KKR Lending Partners Europe II (USD) SCSp
KKR Lending Partners II L.P.
KKR Lending Partners III L.P.
KKR Lending Partners L.P.
KKR Mackellar Partners L.P.
KKR Mezzanine Partners I L.P.
KKR Mezzanine Partners I Side-by-Side L.P.
KKR PIP Credit Investors LLC
KKR PIP Investments L.P.
KKR Principal Opportunities Partnership
L.P.
KKR Private Credit Opportunities Partners
II (EEA) Euro L.P.
KKR Private Credit Opportunities Partners
II (EEA) L.P.
KKR Private Credit Opportunities Partners
II L.P.
KKR Revolving Credit Partners Europe SCSp
KKR Revolving Credit Partners II L.P.
KKR Revolving Credit Partners L.P.
KKR Senior Floating Rate Income Fund
KKR Special Situations (Domestic) Fund
II L.P.
KKR Special Situations (Domestic) Fund
L.P.
KKR Special Situations (EEA) Fund II L.P.
KKR Special Situations (Offshore) Fund
L.P.
KKR SPN Credit Investors L.P.
KKR SPN Investments L.P.
KKR Strategic Capital Overseas Fund Ltd.
KKR Tactical Value SPN L.P.
KKR TFO Partners L.P.
KKR US CLO Equity Partners II L.P.
KKR US CLO Equity Partners L.P.
KKR-Barmenia EDL Partners SCSp
KKR-Cardinal Credit Opportunities Fund
L.P.
KKR-CDP Partners L.P.
KKR-DUS EDL Partners SCSp
KKR-Generali Partners SCSp SICAV-RAIF
KKR-Jesselton HIF Credit Partners L.P.
KKR-Keats Capital Partners L.P.
KKR-Mandate 2020 Direct Lending Fund
KKR-Milton Capital Partners II L.P.
KKR-Milton Capital Partners L.P.
KKR-Milton Co-Investments II L.P.
KKR-Milton Credit Holdings L.P.
KKR-Milton Opportunistic Credit Fund L.P.
KKRN Euro Loan Fund 2018 FCP-RAIF
KKR-NYC Credit A L.P.
KKR-NYC Credit B L.P.
KKR-NYC Credit C L.P.
KKR-PBPR Capital Partners L.P.
KKR-UWF Direct Lending Partnership L.P.
KKR-VRS Credit Partners L.P.
LP III Warehouse LLC
Polar Bear Fund LP
Prisma Pelican Fund LLC
Prisma Spectrum Fund LP
RR-RW Credit L.P.
Swiss Capital KKR Private Debt Fund L.P.
Tactical Value SPN – Apex Credit
L.P.
Tactical Value SPN-Global Credit Opportunities
L.P.
Tactical Value SPN-Global Direct Lending
L.P.
Exhibit
A
Resolutions of the Board of Directors of
FS Investment Corporation (predecessor to
FSK KKR Capital Corp.)
WHEREAS, the Board of Directors
(the “FSIC Board”) of FS Investment Corporation (“FSIC”) deems it advisable and in the best interest of
FSIC to file with the Securities and Exchange Commission (the “Commission”) an application for an order pursuant to
Section 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 thereunder (an “Application”),
to authorize the entering into of certain joint transactions and co-investments by FSIC with certain entities which may be deemed
to be “affiliates” of FSIC pursuant to the provisions of the 1940 Act, which such joint transactions and co-investments
may otherwise be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, to supersede an exemptive
order issued by the Commission.
NOW, THEREFORE, BE IT RESOLVED,
that the President, Chief Executive Officer, Chief Investment Officer, Chief Financial Officer, Treasurer, Secretary, Chief Compliance
Officer, General Counsel or Executive Vice President (each an “Authorized Officer” and, collectively, the “Authorized
Officers”) of FSIC be, and they hereby are, authorized, empowered and directed, in the name and on behalf of FSIC, to cause
to be prepared, executed, delivered and filed with the Commission an Application and to do such other acts or things and execute
such other documents, including, but not limited to, amendments to the Application and requests for no-action relief or interpretive
positions under the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, or any other applicable federal
or state securities law, as they deem necessary or desirable to cause the Application to conform to comments received from the
Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations promulgated thereunder, in such
form and accompanied by such exhibits and other documents as the Authorized Officer or Authorized Officers of FSIC preparing the
same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but not
limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
and further
RESOLVED, that the Authorized Officers
of FSIC be, and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments
thereto or any additional requests for no-action relief or interpretive positions, as such Authorized Officers of FSIC shall deem
necessary or desirable in order for FSIC to accomplish its investment objective, in such form and accompanied by such exhibits
and other documents as the Authorized Officer or Authorized Officers of FSIC preparing the same shall approve, such approval to
be conclusively evidenced by the execution or filing of such documents, including, but not limited to, the filing of such additional
Applications, any amendments thereto or any additional requests for no-action relief or interpretive positions; and further
RESOLVED, that the Authorized
Officers of FSIC be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of FSIC, to
perform all of the agreements and obligations of FSIC in connection with the foregoing resolutions, to take or cause to be
taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents,
instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and
expenses and to engage such persons as the Authorized Officer or Authorized Officers of FSIC may determine to be necessary,
advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions, and the execution
by the Authorized Officer or Authorized Officers of FSIC of any such documents, instruments, agreements, undertakings and
certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in
connection with the foregoing matters shall conclusively establish the Authorized Officer’s or Authorized
Officers’ authority therefor and the authorization, acceptance, adoption, ratification, approval and confirmation by
FSIC thereof.
Exhibit
B
Resolutions of the Board of Directors of
FS Investment Corporation II (predecessor
to FS KKR Capital Corp. II)
WHEREAS, the Board of Directors
(the “FSIC II Board”) of FS Investment Corporation II (“FSIC II”) deems it advisable and in the best interest
of FSIC II to file with the Commission the Application for an order pursuant to Section 57(i) of the 1940 Act and Rule 17d-1 thereunder
to authorize the entering into of certain joint transactions and co-investments by FSIC II with certain entities which may be deemed
to be “affiliates” of FSIC II pursuant to the provisions of the 1940 Act, which such joint transactions and co-investments
may otherwise be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, to supersede an exemptive
order issued by the Commission.
NOW, THEREFORE, BE IT RESOLVED,
that the Authorized Officers of FSIC II be, and they hereby are, authorized, empowered and directed, in the name and on behalf
of FSIC II, to cause to be prepared, executed, delivered and filed with the Commission an Application and to do such other acts
or things and execute such other documents, including, but not limited to, amendments to the Application and requests for no-action
relief or interpretive positions under the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, or any other
applicable federal or state securities law, as they deem necessary or desirable to cause the Application to conform to comments
received from the Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations promulgated thereunder,
in such form and accompanied by such exhibits and other documents as the Authorized Officer or Authorized Officers of FSIC II preparing
the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but
not limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
and further
RESOLVED, that the Authorized Officers
of FSIC II be, and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments
thereto or any additional requests for no-action relief or interpretive positions, as such Authorized Officers of FSIC II shall
deem necessary or desirable in order for FSIC II to accomplish its investment objective, in such form and accompanied by such exhibits
and other documents as the Authorized Officer or Authorized Officers of FSIC II preparing the same shall approve, such approval
to be conclusively evidenced by the execution or filing of such documents, including, but not limited to, the filing of such additional
Applications, any amendments thereto or any additional requests for no-action relief or interpretive positions; and further
RESOLVED, that the Authorized
Officers of FSIC II be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of FSIC II,
to perform all of the agreements and obligations of FSIC II in connection with the foregoing resolutions, to take or cause to
be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents,
instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and
expenses and to engage such persons as the Authorized Officer or Authorized Officers of FSIC II may determine to be
necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions, and the
execution by the Authorized Officer or Authorized Officers of FSIC II of any such documents, instruments, agreements,
undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them
of any action in connection with the foregoing matters shall conclusively establish the Authorized Officer’s or
Authorized Officers’ authority therefor and the authorization, acceptance, adoption, ratification, approval and
confirmation by FSIC II thereof.
Exhibit
C
Resolutions of the Board of Trustees of
KKR Income Opportunities Fund
WHEREAS, the Board of Trustees (the
“Board”) of KKR Income Opportunities Fund (the “Fund”) deems it advisable and in the best interest of the
Fund to file with the Securities and Exchange Commission (the “Commission”) an application for an order pursuant to
Section 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 thereunder (an “Application”),
to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be
deemed to be “affiliates” of the Fund pursuant to the provisions of the 1940 Act, which such joint transactions and
co-investments may otherwise be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, to supersede
an exemptive order issued by the Commission.
NOW, THEREFORE, BE IT RESOLVED,
that the officers (the “Officers”) of the Fund be, and they hereby are, authorized, empowered and directed, in
the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Commission an Application and
to do such other acts or things and execute such other documents, including, but not limited to, amendments to the Application
and requests for no-action relief or interpretive positions under the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, or any other applicable federal or state securities law, as they deem necessary or desirable to cause the Application
to conform to comments received from the Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents as the Officer or Officers preparing
the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but
not limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
and further
RESOLVED, that the Officers be,
and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments thereto or
any additional requests for no-action relief or interpretive positions, as such officers shall deem necessary or desirable in order
for the Fund to accomplish its investment objective, in such form and accompanied by such exhibits and other documents as the Officer
or Officers preparing the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents,
including, but not limited to, the filing of such additional Applications, any amendments thereto or any additional requests for
no-action relief or interpretive positions; and further
RESOLVED, that the Officers
be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of
the agreements and obligations of the Fund in connection with the foregoing resolutions, to take or cause to be taken any and
all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to
engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry
out the purposes and intent of the foregoing resolutions, and the execution by the Officer or Officers of any such documents,
instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such
persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the
Officer’s or Officers’ authority therefor and the authorization, acceptance, adoption, ratification, approval and
confirmation by the Fund thereof.
Exhibit
D
Resolutions of the Board of Trustees of
KKR Credit Opportunities Portfolio
WHEREAS, the Board of Trustees (the
“Board”) of KKR Credit Opportunities Portfolio (the “Fund”) deems it advisable and in the best interest
of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application for an order pursuant
to Section 57(i) of the Investment Company Act, as amended (the “1940 Act”), and Rule 17d-1 thereunder (an “Application”),
to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be
deemed to be “affiliates” of the Fund pursuant to the provisions of the 1940 Act, which such joint transactions and
co-investments may otherwise be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, to supersede
an exemptive order issued by the Commission.
NOW, THEREFORE, BE IT RESOLVED,
that the officers (the “Officers”) of the Fund be, and they hereby are, authorized, empowered and directed, in
the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Commission an Application and
to do such other acts or things and execute such other documents, including, but not limited to, amendments to the Application
and requests for no-action relief or interpretive positions under the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, or any other applicable federal or state securities law, as they deem necessary or desirable to cause the Application
to conform to comments received from the Staff of the Commission and otherwise to comply with the 1940 Act and the rules and regulations
promulgated thereunder, in such form and accompanied by such exhibits and other documents as the Officer or Officers preparing
the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents, including, but
not limited to, the filing of the Application, any amendments thereto or any requests for no-action relief or interpretive positions;
and further
RESOLVED, that the Officers be,
and each of them acting alone hereby is, authorized and directed to file such additional Applications, any amendments thereto or
any additional requests for no-action relief or interpretive positions, as such officers shall deem necessary or desirable in order
for the Fund to accomplish its investment objective, in such form and accompanied by such exhibits and other documents as the Officer
or Officers preparing the same shall approve, such approval to be conclusively evidenced by the execution or filing of such documents,
including, but not limited to, the filing of such additional Applications, any amendments thereto or any additional requests for
no-action relief or interpretive positions; and further
RESOLVED, that the Officers
be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of
the agreements and obligations of the Fund in connection with the foregoing resolutions, to take or cause to be taken any and
all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments,
agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to
engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry
out the purposes and intent of the foregoing resolutions, and the execution by the Officer or Officers of any such documents,
instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such
persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the
Officer’s or Officers’ authority therefor and the authorization, acceptance, adoption, ratification, approval and
confirmation by the Fund thereof.
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