No. 812-14951
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2 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., KKR SPN Credit Investors 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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December 3, 2020
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I.
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Summary
of application
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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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•
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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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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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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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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.
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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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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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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.
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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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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.
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.
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II.
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GENERAL DESCRIPTION
OF APPLICANTS
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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.
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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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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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Each BDC has a Board
that is comprised of a majority of Independent Directors.12
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.
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 financial interest in any Co-Investment Transaction, other than indirectly through share ownership
in one of the Regulated Entities.
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.
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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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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.
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III.
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RELIEF FOR PROPOSED
CO-INVESTMENTS
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A.
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Co-Investment in Portfolio Companies by Regulated Entities and Affiliated Investors
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1.
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Mechanics of the Co-Investment
Program
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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
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.
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13
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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.
|
|
15
|
The term “Eligible Directors” means the directors or trustees who are
eligible to vote under section 57(o) of the 1940 Act.
|
|
16
|
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).
|
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.
|
Permitted Follow-On Investments and Approval of Follow-On Investments
|
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.”
|
a.
|
Standard Review Follow-Ons
|
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).
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17
|
“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.
|
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.
b. Enhanced
Review Follow-Ons
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.
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19
|
“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.
|
a.
|
Standard Review Dispositions
|
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(d) 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.
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20
|
“Dispositions” means the sale,
exchange or other disposition of an interest in a security of an issuer.
|
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.
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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
|
“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
|
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.
|
|
24
|
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.
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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.
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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.
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.
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.
The Commission has
granted co-investment relief on numerous occasions in recent years.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.
26 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).
|
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 in the same percentages as the Regulated Entity’s other shareholders
(not including the Holders) when voting on (1) the election of directors; (2) the removal of one or more directors; or
(3) any other matter under either the 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.
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 15, (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)(B), 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
(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).
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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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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.
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
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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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(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)(B) 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, 8, 9 and 10.
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35
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Applicants are not requesting and the Commission is not providing any relief for transaction fees
received in connection with any Co-Investment Transaction.
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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
in the same percentages as the Regulated Entity’s other shareholders (not including the Holders) when voting on (1) the
election of directors; (2) the removal of one or more directors; or (3) any other matter under either the 1940 Act or
applicable State law affecting the Board’s composition, size or manner of election.
18. Each
Regulated Entity’s chief compliance officer, as defined in Rule 38a-1(a)(4), will prepare an annual report for its Board
each year that evaluates (and documents the basis of that evaluation) the Regulated Entity’s compliance with the terms and
conditions of the application and the procedures established to achieve such compliance.
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
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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 3rd day of December, 2020.
|
FS
KKR CAPITAL Corp
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|
FS
KKR Capital CORP. II
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|
|
|
|
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By:
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/s/ Stephen Sypherd
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Name:
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Stephen Sypherd
|
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Title:
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General Counsel
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|
|
|
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FS/KKR
ADVISOR, LLC
|
|
|
|
|
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By:
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/s/ Stephen Sypherd
|
|
Name:
|
Stephen Sypherd
|
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Title:
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General Counsel and Secretary
|
|
KKR
Credit ADVISORS (US) LLC
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KKR
ASSET MANAGEMENT, LTD.
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KKR
CREDIT ADVISORS (EMEA) LLP
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KKR
CREDIT ADVISORS (SINGAPORE) PTE. LTD.
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KKR
CS ADVISORS I LLC
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KKR
FI ADVISORS LLC
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|
KKR
FI ADVISORS CAYMAN LTD.
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KKR
FINANCIAL ADVISORS LLC
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|
KKR
FINANCIAL ADVISORS II LLC
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KKR
MEZZANINE I ADVISORS LLC
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KAM
Advisors LLC
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KKR
DEBT INVESTORS II (2006) IRELAND LP
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KKR
DI 2006 LP
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8
CAPITAL PARTNERS L.P.
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|
KKR
FINANCIAL CLO 2007-1, LTD.
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|
KKR
Financial CLO 2012-1, LTD.
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|
KKR
Financial CLO 2013-1, LTD.
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|
KKR
Financial CLO 2013-2, LTD.
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|
KKR
Financial CLO Holdings, LLC
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|
KKR
FINANCIAL CLO HOLDINGS II, LLC
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|
KKR
STRATEGIC CAPITAL INSTITUTIONAL FUND, LTD.
|
|
KKR
CLO 9 LTD.
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|
KKR
CLO 10 LTD.
|
|
KKR
FINANCIAL HOLDINGS, INC.
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|
KKR
FINANCIAL HOLDINGS, LTD.
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|
KKR
FINANCIAL HOLDINGS LLC
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|
KKR
FINANCIAL HOLDINGS II, LLC
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|
KKR
FINANCIAL HOLDINGS III, LLC
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|
KKR
FINANCIAL HOLDINGS IV, LLC
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|
KKR
CORPORATE CREDIT PARTNERS L.P.
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|
KKR
MEZZANINE PARTNERS I L.P.
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|
KKR
MEZZANINE PARTNERS I SIDE-BY-SIDE L.P.
|
|
KKR
TRS HOLDINGS, LTD.
|
|
KKR-KEATS
CAPITAL PARTNERS L.P.
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|
KKR-MILTON
CAPITAL PARTNERS L.P.
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|
KKR
Lending Partners L.P.
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|
KKR
Lending Partners II L.P.
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|
KKR-VRS
Credit Partners L.P.
|
|
KKR
Special Situations (Domestic) Fund L.P.
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|
KKR
Special Situations (Offshore) Fund L.P.
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|
KKR
Special Situations (Domestic) Fund II L.P.
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|
KKR
Special Situations (EEA) Fund II L.P.
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|
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
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KKR STRATEGIC CAPITAL MANAGEMENT LLC
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|
KAM FUND ADVISORS LLC
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|
KKR CREDIT FUND ADVISORS LLC
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|
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.
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|
KKR TACTICAL VALUE SPN L.P.
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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.
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|
KKR EUROPEAN RECOVERY PARTNERS L.P.
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|
KKR REVOLVING CREDIT PARTNERS L.P.
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TACTICAL VALUE SPN – APEX CREDIT L.P.
|
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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
|
|
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KKR CENTRAL PARK LEASING AGGREGATOR L.P.
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|
|
|
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
|
|
AVOCA CLO XIV DESIGNATED ACTIVITY COMPANY
|
|
AVOCA CLO XV DESIGNATED ACTIVITY COMPANY
|
|
|
|
|
|
By:
|
/s/ Jane McCullough
|
|
Name:
|
Jane McCullough
|
|
Title:
|
Director
|
|
AVOCA CLO XVI DESIGNATED ACTIVITY COMPANY
|
|
|
|
|
|
By:
|
/s/ Danica Gutierrez
|
|
Name:
|
Danica Gutierrez
|
|
Title:
|
Director
|
|
AVOCA CLO XVII DESIGNATED ACTIVITY COMPANY
|
|
|
|
|
|
By:
|
/s/ Stephen Healy
|
|
Name:
|
Stephen Healy
|
|
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
|
|
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
|
|
|
|
FS/KKR ADVISOR, LLC
|
|
|
|
|
|
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, Avoca CLO XIII
Designated Activity Company, Avoca CLO XIV Designated Activity Company and Avoca CLO XV Designated Activity Company, that she 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
|
|
AVOCA CLO XIV DESIGNATED ACTIVITY COMPANY
|
|
AVOCA CLO XV DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ Jane McCullough
|
|
Name:
|
Jane McCullough
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of Avoca CLO XVI Designated Activity Company, that she 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 XVI DESIGNATED ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ Danica Gutierrez
|
|
Name:
|
Danica Gutierrez
|
|
Title:
|
Director
|
VERIFICATION
The undersigned states
that he has duly executed the foregoing Application for and on behalf of 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 XVII DESIGNATED
ACTIVITY COMPANY
|
|
|
|
By:
|
/s/ Stephen
Healy
|
|
Name:
|
Stephen Healy
|
|
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
|
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.
|
kkr capital markets (ireland) limited
|
|
By:
|
/s/ Kevin McMahon
|
|
Name:
|
Kevin McMahon
|
|
Title:
|
Director
|
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.
|
KKR CAPITAL MARKETS JAPAN LIMITED
|
|
By:
|
/s/ Go Yamashita
|
|
Name:
|
Go Yamashita
|
|
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.
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 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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