Form 40-APP Adams Street Venture/growth Fund Vi Lp

40-APP - Application for exemption and other relief filed under the Investment Company Act of 1940

Published: 2019-04-15 17:45:06
Submitted: 2019-04-16
d650771d40app.htm 40-APP


ENT> 40-APP 1 d650771d40app.htm 40-APP

40-APP

File No. 812-

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

In the Matter of the Application of:

ADAMS STREET PRIVATE CREDIT BDC, LLC, ADAMS STREET PARTNERS, LLC, ADAMS STREET CREDIT ADVISORS LP, ADAMS STREET 2016 US FUND LP, ADAMS STREET 2017 US FUND LP, ADAMS STREET 2018 US FUND LP, ADAMS STREET 2019 US FUND LP, ADAMS STREET 2016

NON-US
FUND LP, ADAMS STREET 2017
NON-US
FUND LP, ADAMS STREET 2018
NON-US
FUND LP, ADAMS STREET 2019
NON-US
FUND LP, ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2016 GLOBAL FUND LP, ADAMS STREET 2017 GLOBAL FUND LP, ADAMS STREET 2018 GLOBAL FUND LP, ADAMS STREET 2019 GLOBAL FUND LP, ADAMS STREET VENTURE/GROWTH FUND VI LP, ADAMS STREET GROWTH EQUITY FUND VII LP, ADAMS STREET VENTURE INNOVATION FUND LP, ADAMS STREET VENTURE INNOVATION FUND II LP, ADAMS STREET
CO-INVESTMENT
FUND III A LP, ADAMS STREET
CO-INVESTMENT
FUND III C LP, ADAMS STREET
CO-INVESTMENT
FUND IV A LP, ADAMS STREET
CO-INVESTMENT
FUND IV B LP, ADAMS STREET
CO-INVESTMENT
SELECT FUND A LP, ADAMS STREET
CO-INVESTMENT
SELECT FUND B LP, ADAMS STREET US SMB FUND LP, ADAMS STREET US SMB FUND II LP, ADAMS STREET PRIVATE CREDIT
FUND-A
LP, ADAMS STREET PRIVATE CREDIT
FUND-B
LP, ADAMS STREET GLOBAL SECONDARY FUND 6 LP, ADAMS STREET RSP LP, ADAMS STREET - VGV SECONDARY TARGET MANDATE FUND LP, ADAMS STREET - VGV SECONDARY TARGET MANDATE FUND 2 LP, ADAMS STREET - SCERS FUND LLC, ADAMS STREET - SCERS FUND II LLC, ADAMS STREET ENERGY & NATURAL RESOURCES FUND LP, ADAMS STREET PEP SECONDARY FUND 2017 LP, ADAMS STREET PEP NORTH AMERICA FUND 2018 LP, ADAMS STREET PEP ASIA FUND 2018 LP, ADAMS STREET PEP NORTH AMERICA FUND 2019 LP, ADAMS STREET PEP ASIA FUND 2019 LP, ADAMS STREET GLOBAL VENTURE MANDATE FUND LP, ADAMS STREET GLOBAL VENTURE MANDATE FUND II LP, ADAMS STREET – PE GENESIS FUND I LP, ADAMS STREET – PE GENESIS FUND II LP, ADAMS STREET GLOBAL SMB WPERP FUND LP, ADAMS STREET SIFAI FUND LP, ADAMS STREET AP7 PE INVESTMENT LP, ADAMS STREET - MTAA PE FUND LP, ASP GLOBAL VENTURES BVK FUND I LP, ADAMS


STREET LAKE LASALLE FUND LP, ADAMS STREET - PKBS PRIVATE EQUITY FUND I GLOBAL, ADAMS STREET - ALPS STRATEGIC PE FUND LP, ADAMS STREET - ALPS

CO-INV
TARGETED MANDATE FUND LP, ADAMS STREET - SK VENTURE FUND LP, ADAMS STREET 1847 FUND LP, ADAMS STREET - DENSO GLOBAL PRIVATE EQUITY INVESTMENTS FUND LP, AND ASP PC HOLDINGS LLC

APPLICATION FOR AN ORDER UNDER SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE

17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Please direct all communications,

notices and orders to:

   Copies to:

Scott A. Moehrke, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

(312)

862-2199

  

Eric R. Mansell

Adams Street Partners, LLC

One North Wacker Drive, Suite 2700

Chicago, IL 60606

(312)

553-7890

 

2


UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

 

In the matter of:

 

ADAMS STREET PRIVATE CREDIT BDC, LLC, ADAMS STREET PARTNERS, LLC, ADAMS STREET CREDIT ADVISORS LP, ADAMS STREET 2016 US FUND LP, ADAMS STREET 2017 US FUND LP, ADAMS STREET 2018 US FUND LP, ADAMS STREET 2019 US FUND LP, ADAMS STREET 2016

NON-US
FUND LP, ADAMS STREET 2017
NON-US
FUND LP, ADAMS STREET 2018
NON-US
FUND LP, ADAMS STREET 2019
NON-US
FUND LP, ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP, ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP, ADAMS STREET 2016 GLOBAL FUND LP, ADAMS STREET 2017 GLOBAL FUND LP, ADAMS STREET 2018 GLOBAL FUND LP, ADAMS STREET 2019 GLOBAL FUND LP, ADAMS STREET VENTURE/GROWTH FUND VI LP, ADAMS STREET GROWTH EQUITY FUND VII LP, ADAMS STREET VENTURE INNOVATION FUND LP, ADAMS STREET VENTURE INNOVATION FUND II LP, ADAMS STREET
CO-INVESTMENT
FUND III A LP, ADAMS STREET
CO-INVESTMENT
FUND III C LP, ADAMS STREET
CO-INVESTMENT
FUND IV A LP, ADAMS STREET
CO-INVESTMENT
FUND IV B LP, ADAMS STREET
CO-INVESTMENT
SELECT FUND A LP, ADAMS STREET
CO-INVESTMENT
SELECT FUND B LP, ADAMS STREET US SMB FUND LP, ADAMS STREET US SMB FUND II LP, ADAMS STREET PRIVATE CREDIT
FUND-A
LP, ADAMS STREET PRIVATE CREDIT
FUND-B
LP, ADAMS STREET GLOBAL SECONDARY FUND 6 LP, ADAMS STREET RSP LP, ADAMS STREET - VGV SECONDARY TARGET MANDATE FUND LP, ADAMS STREET - VGV SECONDARY TARGET

   Application for an Order under Sections 17(d), 57(a)(4) and
57(i) of the Investment Company Act of 1940 and Rule
17d-1
under the Investment Company Act of 1940 Permitting Certain Joint Transactions Otherwise Prohibited by Sections 17(d),
57(a)(4) and 57(i) of the Investment Company Act of 1940 and Rule
17d-1
under the Investment Company Act of 1940.


MANDATE FUND 2 LP, ADAMS STREET - SCERS FUND LLC, ADAMS STREET - SCERS FUND II LLC, ADAMS STREET ENERGY & NATURAL RESOURCES FUND LP, ADAMS STREET PEP SECONDARY FUND 2017 LP, ADAMS STREET PEP NORTH AMERICA FUND 2018 LP, ADAMS STREET PEP ASIA FUND 2018 LP, ADAMS STREET PEP NORTH AMERICA FUND 2019 LP, ADAMS STREET PEP ASIA FUND 2019 LP, ADAMS STREET GLOBAL VENTURE MANDATE FUND LP, ADAMS STREET GLOBAL VENTURE MANDATE FUND II LP, ADAMS STREET – PE GENESIS FUND I LP, ADAMS STREET – PE GENESIS FUND II LP, ADAMS STREET GLOBAL SMB WPERP FUND LP, ADAMS STREET SIFAI FUND LP, ADAMS STREET AP7 PE INVESTMENT LP, ADAMS STREET - MTAA PE FUND LP, ASP GLOBAL VENTURES BVK FUND I LP, ADAMS STREET LAKE LASALLE FUND LP, ADAMS STREET - PKBS PRIVATE EQUITY FUND I GLOBAL, ADAMS STREET - ALPS STRATEGIC PE FUND LP, ADAMS STREET - ALPS

CO-INV
TARGETED MANDATE FUND LP, ADAMS STREET - SK VENTURE FUND LP, ADAMS STREET 1847 FUND LP, ADAMS STREET - DENSO GLOBAL PRIVATE EQUITY INVESTMENTS FUND LP, AND ASP PC HOLDINGS LLC

 

One North Wacker Drive, Suite 2700

Chicago, IL 60606

 

File No. 812-

 

    

 

2


I.

INTRODUCTION

A.     Requested Relief:

Adams Street Private Credit BDC, LLC (“BDC I”) and its related entities identified in Section I.B below hereby request an order (the “Order”) pursuant to Sections 17(d), 57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended (the “Act”),1 and Rule

17d-1
thereunder2 authorizing certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) under the Act.

In particular, the relief requested in this application (the “Application”) would allow a Regulated Fund (defined below) (or any

Wholly-Owned
Investment Sub (defined below) of such Regulated Fund), on the one hand, and one or more other Regulated Funds (or any
Wholly-Owned
Investment Sub of such Regulated Fund), one or more Affiliated Funds (defined below) and/or one or more ASP Proprietary Accounts (defined below), on the other hand, to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 17(d) or 57(a)(4) and the rules under the Act. All existing entities that currently intend to rely on the Order have been named as Applicants (defined below) and any existing or future entities that may rely on the Order in the future will comply with the terms and conditions set forth below in this Application (the “Conditions”).

B.    Applicants Seeking Relief:

 

 

BDC I, an externally managed,

non-diversified
closed-end
investment company that intends to elect to be regulated as a BDC (defined below) under the Act;

 

 

Adams Street Partners, LLC (“ASP”), an investment adviser registered with the Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which serves as the investment adviser to BDC I and certain Private Credit Existing Affiliated Funds (defined below) identified in Schedule A hereto, on behalf of itself and its successors;3

 

 

Adams Street Credit Advisors LP (“Adams Street Credit Advisors” and, together with ASP, the “Existing Advisers”), which (a) is under common control with ASP, (b) is a relying adviser of an investment adviser (i) that is registered with the Commission under the Advisers Act and (ii) that controls, is controlled by or is under common control with ASP, and (c) serves as the investment adviser to certain Private Credit Existing Affiliated Funds identified in Schedule A hereto, on behalf of itself and its successors;

 

 

the Private Credit Existing Affiliated Funds identified in Schedule A hereto (the “Private Credit Existing Affiliated Funds”) and the other Existing Affiliated Funds identified in

 

1 

Unless otherwise indicated, all section references herein are to the Act.

2 

Unless otherwise indicated, all rule references herein are to rules under the Act.

3 

For the 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.

 

3


 

Schedule A hereto, each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act (together with the Private Credit Existing Affiliated Funds, the “Existing Affiliated Funds”); and

 

 

ASP PC Holdings LLC, which is a separate and distinct legal entity, that from time to time, holds various financial assets in a principal capacity (the “Existing ASP Proprietary Account” and, together with BDC I, the Existing Advisers and the Existing Affiliated Funds, the “Applicants”).

C.    Defined Terms

Adviser” means any Existing Adviser and any Future Adviser (defined below); provided that an Adviser serving as a

sub-adviser
to an Affiliated Fund is included in this term only if such Adviser controls the entity. The term Adviser does not include any primary investment adviser to an Affiliated Fund (defined below) or a Regulated Fund (defined below) whose
sub-adviser
is an Adviser, except that such primary investment adviser is deemed to be an Adviser for purposes of Conditions 2(c)(iv), 13 and 14 only. The primary investment adviser to an Affiliated Fund or a Regulated Fund whose
sub-adviser
is an Adviser will not source any Potential
Co-Investment
Transactions under the requested Order.

Affiliated Fund” means (a) any Existing Affiliated Fund and (b) any entity (i) whose investment adviser or

sub-adviser
is an Adviser, (ii) that either (x) would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act or (y) relies on Rule
3a-7
under the Act and (iii) that is not a BDC Downstream Fund (together with each such entity’s direct and indirect wholly-owned subsidiaries); provided that an entity subadvised by an Adviser is included in this term only if such Adviser serving as
sub-adviser
controls the entity.

ASP Proprietary Account” means (a) the Existing ASP Proprietary Account, and (b) any entity that (i) is a wholly- or majority-owned subsidiary of ASP, (ii) is advised by an Adviser and (iii) from time to time, may hold various financial assets in a principal capacity. For the avoidance of doubt, neither the Regulated Funds nor the Affiliated Funds shall be deemed to be ASP Proprietary Accounts for purposes of this Application.

BDC” means a business development company under the Act.4

BDC Downstream Fund” means with respect to any Regulated Fund that is a BDC, an entity (a) that the BDC directly or indirectly controls, (b) that is not controlled by any person other than the BDC (except a person that indirectly controls the entity solely because it controls the BDC), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

 

4 

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) and makes available significant managerial assistance with respect to the issuers of such securities.

 

4


Board” means (a) with respect to a Regulated Fund other than a BDC Downstream Fund, the board of directors (or the equivalent) of the Regulated Fund and (b) with respect to a BDC Downstream Fund, the Independent Party (defined below) of the BDC Downstream Fund.

Board-Established Criteria” means criteria that the Board of a Regulated Fund may establish from time to time to describe the characteristics of Potential

Co-Investment
Transactions regarding which the Adviser to the Regulated Fund should be notified under Condition 1. The Board-Established Criteria will be consistent with the Regulated Fund’s Objectives and Strategies. If no Board-Established Criteria are in effect, then the Regulated Fund’s Adviser will be notified of all Potential
Co-Investment
Transactions that fall within the Regulated Fund’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 earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve a discretionary assessment. The Adviser to the Regulated Fund 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 Fund 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.

Close Affiliate” means the Advisers, the Regulated Funds, the Affiliated Funds, the ASP Proprietary Accounts and any other person described in Section 57(b) (after giving effect to Rule

57b-1)
in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).

Co-Investment
Transaction” means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub) participated together with one or more Affiliated Funds, one or more ASP Proprietary Accounts, and/or one or more other Regulated Funds (or its Wholly-Owned Investment Sub) in reliance on the Order.

Disposition” means the sale, exchange or other disposition of an interest in a security of an issuer.

Eligible Directors” means, with respect to a Regulated Fund and a Potential

Co-Investment
Transaction, the members of the Regulated Fund’s Board eligible to vote on that Potential
Co-Investment
Transaction under Section 57(o) of the Act.

Existing Regulated Fund” means the BDC from and after its election to be regulated as a BDC under the Act.

Follow-On
Investment” means an additional investment in the same issuer, including, but not limited to, through the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

Future Adviser” means any future investment adviser that (i) controls, is controlled by or is under common control with ASP, (ii) (a) is registered as an investment adviser under the

 

5


Advisers Act or (b) is a relying adviser of an investment adviser that is registered under the Advisers Act and that controls, is controlled by or is under common control with ASP, and (iii) is not a Regulated Fund or a subsidiary of a Regulated Fund.

Future Regulated Fund” means a

closed-end
management investment company (a) that is registered under the Act or has elected to be regulated as a BDC and (b) whose investment adviser or
sub-adviser
is an Adviser.

Independent Director” means a member of the Board of any relevant entity who is not an “interested person” as defined in Section 2(a)(19) of the Act. No Independent Director of a Regulated Fund (including any

non-interested
member of an Independent Party) will have a financial interest in any
Co-Investment
Transaction, other than indirectly through share ownership in one of the Regulated Funds.

Independent Party” means, with respect to a BDC Downstream Fund, (a) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (b) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

JT

No-Action
Letters” means SMC Capital. Inc., SEC
No-Action
Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC
No-Action
Letter (pub. avail. June 7, 2000).

Objectives and Strategies” means (i) with respect to any Regulated Fund other than a BDC Downstream Fund, its investment objectives and strategies, as described in its most current filings with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and/or the Act, and its most current report to stockholders, and (ii) with respect to any BDC Downstream Fund, those investment objectives and strategies described in its disclosure documents (including private placement memoranda and reports to equity holders) and organizational documents (including operating agreements).

Potential

Co-Investment
Transaction” means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds, one or more ASP Proprietary Accounts, and/or one or more other Regulated Funds (or its Wholly-Owned Investment Sub) without obtaining and relying on the Order.

Pre-Boarding
Investments” are investments in an issuer held by a Regulated Fund as well as one or more Affiliated Funds, one or more ASP Proprietary Accounts, and/or one or more other Regulated Funds that:

 

  (i)

were acquired prior to participating in any

Co-Investment
Transaction;

 

  (ii)

were acquired in transactions in which the only term negotiated by or on behalf of such funds was price; and

 

  (iii)

were acquired either: (x) in reliance on one of the JT

No-Action
Letters; or (y) in transactions occurring at least 90 days apart and without coordination between the Regulated Fund and any Affiliated Fund or other Regulated Fund.

 

6


Regulated Funds” means (a) the Existing Regulated Funds, (b) the Future Regulated Funds and (c) the BDC Downstream Funds.

Related Party” means (i) any Close Affiliate and (ii) in respect of matters as to which any Adviser has knowledge, any Remote Affiliate.

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.

Required Majority” means a required majority, as defined in Section 57(o) of the Act.5

SBIC Subsidiary” means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the “SBA”) to operate under the Small Business Investment Act of 1958, as amended (the “SBA Act”), as a small business investment company (an “SBIC”).

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 Funds holding investments in the issuer and retained for the life of the Regulated Fund) to allow each Regulated Fund 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 Act) at which the Regulated Fund has valued the investment.

Wholly-Owned Investment Sub” means any entity (i) that is wholly-owned by an Existing Regulated Fund or a Future Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, 100% of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments and issue debt on behalf or in lieu of such Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a license under the SBA Act and issue debentures guaranteed by the SBA); (iii) with respect to which such Regulated Fund’s Board has the sole authority to make all determinations with respect to the entity’s participation under the Conditions to this Application; and (iv) that either (a) would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act or (b) relies on Rule

3a-7
under the Act.

 

 

5 

In the case of a Regulated Fund that is a registered

closed-end
fund, the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a board of directors (or the equivalent), the members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a transaction committee or advisory committee, the committee members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o) and as if the committee members were directors of the fund.

 

7


II.

APPLICANTS

A.    Adams Street Private Credit BDC, LLC

BDC I is a Delaware limited liability company incorporated on March 29, 2019 and structured as an externally managed,

non-diversified
closed-end
investment company. BDC I expects to file an election to be regulated as a BDC under the Act.

BDC I’s Objectives and Strategies are to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies. BDC I seeks to achieve its investment objective primarily through direct originations of secured debt (which we refer to as “Middle Market Senior Loans”), including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans, with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

The Board of BDC I (the “BDC I Board”) will be comprised of a majority of Independent Directors of BDC I.

B.    Adams Street Partners, LLC

ASP, a Delaware limited liability company is an investment adviser registered with the Commission under the Advisers Act, serves as investment adviser to BDC I and will be responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the investments of BDC I after it commences investment activities. ASP serves and will serve as an investment adviser to certain Existing Affiliated Funds as identified on Schedule A hereto.

ASP Investment Committee” refers to the investment committee at ASP that is responsible for reviewing and approving investments for BDC I. The members of the ASP Investment Committee are supervised persons of ASP. ASP has developed a robust allocation process as part of its overall compliance policies and procedures. ASP would present the Potential

Co-Investment
Transaction and the proposed allocation to the ASP Investment Committee for its approval. If the ASP Investment Committee approved an investment for BDC I, the investment and all relevant allocation information would then be presented to the BDC I Board, for its approval in accordance with the Conditions of this Application. Other Advisers will implement similarly robust allocation procedures that will ensure that all Potential
Co-Investment
Transactions that any other Adviser considers for an Affiliated Fund will also be presented to each Adviser to a Regulated Fund in compliance with Condition 1. Any other Adviser to a Regulated Fund will be registered as an investment adviser under the Advisers Act.

 

8


C.    Existing Affiliated Funds

ASP, an investment adviser registered with the Commission under the Advisers Act and Adams Street Credit Advisors, a relying adviser of ASP and under common control with ASP, manage the Private Credit Existing Affiliated Funds.6 A complete list of the Existing Affiliated Funds is included in Schedule A hereto.

D.    ASP Proprietary Accounts

ASP, an investment adviser registered with the Commission under the Advisers Act manages the ASP Proprietary Accounts, which hold various financial assets in a principal capacity. ASP has various business lines that it operates through its wholly- or

majority-owned
subsidiaries, and a complete list of the ASP Proprietary Accounts that exist and currently intend to participate in
Co-Investment
Transactions is included in Schedule A hereto.

III.    ORDER REQUESTED

The Applicants respectfully request an Order of the Commission under Sections 17(d), 57(a)(4) and 57(i) and Rule

17d-1
thereunder to permit, subject to the terms and Conditions set forth below in this Application, a Regulated Fund and one or more other Regulated Funds, one or more Affiliated Funds and/or one or more ASP Proprietary Accounts to enter into
Co-Investment
Transactions with each other.

The Regulated Funds, the Affiliated Funds and ASP Proprietary Accounts seek relief to enter into

Co-Investment
Transactions because such
Co-Investment
Transactions would otherwise be prohibited by either or both of Section 17(d) or Section 57(a)(4) and the Rules under the Act. This Application seeks relief in order to (i) enable the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts to avoid, among other things, the practical commercial and/or economic difficulties of trying to structure, negotiate and persuade counterparties to enter into transactions while awaiting the granting of the relief requested in individual applications with respect to each
Co-Investment
Transaction that arises in the future and (ii) enable the Regulated Funds, the Affiliated Funds and the ASP Proprietary Accounts to avoid the significant legal and other expenses that would be incurred in preparing such individual applications.

A.    Overview

Applicants include the Existing Advisers, which are ASP and entities under the common control of ASP. The Existing Advisers manage private credit funds and separate accounts with a variety of mandates. The clients of the Existing Advisers currently include a

closed-end
investment company that intends to elect to be regulated as a BDC, and Existing Affiliated Funds as identified on Schedule A hereto. Each of the Existing Advisers manages the assets entrusted to it by its clients in accordance with its fiduciary duty to those clients and, in the case of the BDCs and the registered investment companies, the Act.

 

 

6 

The business affairs and

day-to-day
operations of the Affiliated Funds are carried out by
ASP-controlled
general partners and management companies, each of which is subject to the Advisers Act pursuant to ASP’s registration in accordance with Form ADV and SEC guidance expressed in a
no-action
letter to the ABA dated January 18, 2012, and which operate as a single advisory business together with ASP.

 

9


Each of the Existing Advisers is, and the Future Advisers will be, presented with many investment opportunities each year on behalf of their clients and must determine how to allocate those opportunities in a manner that, over time, is fair and equitable to all of their clients, and without violating the prohibitions on joint transactions included in Rule

17d-1
and Section 57(a)(4) of the Act. Such investment opportunities may be joint transactions such that the Advisers may not include a Regulated Fund in the allocation if another Regulated Fund and/or any Affiliated Fund is participating. Once invested in a security, the Regulated Funds and Affiliated Funds often have the opportunity to either complete an additional investment in the same issuer or exit the investment in a transaction that may be a joint transaction. If a Regulated Fund and one or more Affiliated Funds are invested in an issuer, such funds may not participate in a
follow-on
investment or exit the investment if the terms of the transaction would be a prohibited joint transaction.

As a result, the Regulated Funds and Affiliated Funds are limited in the types of transactions in which they can participate with each other, and the Regulated Funds would be required to forego transactions that would be beneficial to investors in the Regulated Funds. Thus, Applicants are seeking the relief requested by the Application for certain initial investments,

Follow-On
Investments, and Dispositions as described below.

The Applicants discuss the need for the requested relief in greater detail in Section III.C below.

Each of the Existing Advisers has established, and each of the Future Advisers will establish, rigorous processes for allocating initial investment opportunities, opportunities for subsequent investments in an issuer and dispositions of securities holdings reasonably designed to treat all clients fairly and equitably. As discussed below, these processes will be extended and modified in a manner reasonably designed to ensure that the additional transactions permitted under the Order will both (i) be fair and equitable to the Regulated Funds and the Affiliated Funds and (ii) comply with the Conditions contained in the Order.

1.    The Investment Process

The investment process consists of three stages: (i) the identification and consideration of investment opportunities (including

follow-on
investment opportunities); (ii) order placement and allocation; and (iii) consideration by each applicable Regulated Fund’s Board when a Potential
Co-Investment
Transaction is being considered by one or more Regulated Funds, as provided by the Order.

a.    Identification and Consideration of Investment Opportunities

Each of the Existing Advisers is, and each of the Future Advisers will be, organized and managed such that the individual portfolio managers, as well as the teams and committees of portfolio managers, analysts and senior management (“Investment Teams” and “Investment Committees”),7 responsible for evaluating investment opportunities and making investment decisions on behalf of clients are promptly notified of the opportunities.

 

 

7 

Investment Teams and Investment Committees responsible for an area of investment may include portfolio managers, analysts and senior management from one or more of the Advisers.

 

10


Opportunities for Potential

Co-Investment
Transactions may arise when investment advisory personnel of an Adviser or an ASP Proprietary Account become aware of investment opportunities that may be appropriate for one or more Regulated Funds, one or more Affiliated Funds and one or more ASP Proprietary Accounts. If the requested Order is granted, the Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that, when such opportunities arise, the Advisers to the relevant Regulated Funds are promptly notified and receive the same information about the opportunity as any other Advisers considering the opportunity for their clients or as any ASP Proprietary Accounts considering the opportunity for themselves. In particular, consistent with Condition 1, if a Potential
Co-Investment
Transaction falls within the
then-current
Objectives and Strategies and any
Board-Established
Criteria of a Regulated Fund, the policies and procedures will require that the relevant portfolio managers, Investment Teams and/or Investment Committees responsible for that Regulated Fund receive sufficient information to allow the Regulated Fund’s Adviser to make its independent determination and recommendations under Conditions 1, 2(a), 6, 7, 8 and 9 (as applicable).8 In addition, the policies and procedures will specify the individuals or roles responsible for carrying out the policies and procedures, including ensuring that the Advisers receive such information. After receiving notification of a Potential
Co-Investment
Transaction under Condition 1(a), the Adviser to each applicable Regulated Fund, working through the applicable portfolio manager, or in conjunction with any applicable Investment Team or Investment Committee, will then make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Fund’s then-current circumstances.

ASP Proprietary Accounts are expected to participate in Potential

Co-Investment
Transactions as part of a season and sell tax strategy used in connection with Adviser’s Affiliated Funds or accounts which are owned by certain
non-U.S.
investors. The ASP Proprietary Account is expected to sell any such investment to an Affiliated Fund or Adviser managed account after a short hold period (e.g., 90 or 120 days) and in any event, no such investment would be sold from an ASP Proprietary Account to a Regulated Fund.9

Applicants acknowledge that the ASP Proprietary Accounts are not funds advised by Advisers. Applicants do not believe that the participation of the ASP Proprietary Accounts in

Co-Investment
Transactions would raise any regulatory or mechanical concerns different from those

 

 

8 

Representatives from each Adviser to a Regulated Fund are members of each Investment Team or Investment Committee, or are otherwise entitled to participate in each meeting of any Investment Team or Investment Committee, that is expected to approve or reject recommended investment opportunities falling within its Regulated Funds’ Objectives and Strategies and Board-Established Criteria. Accordingly, the policies and procedures may provide, for example, that the Adviser will receive the information required under Condition 1 in conjunction with its representatives’ participation in the relevant Investment Team or Investment Committee. The Investment Teams and Investment Committees will keep copies of materials presented at the meeting, which will include reference to the specific investment opportunities considered at the meeting.

9 

Any such sale will be effected in accordance with the requirements of the Advisers Act.

 

11


discussed with respect to the Affiliated Funds. With respect to Potential

Co-Investment
Transactions within a Regulated Fund’s Objectives and Strategies and Board-Established Criteria that are considered by an ASP Proprietary Account, such Potential
Co-Investment
Transactions will be referred to the Advisers of the Regulated Funds by the Adviser of the ASP Proprietary Account to ensure that Condition 1(a) will be satisfied.

Applicants represent that, if the requested Order is granted, the investment advisory personnel of the Advisers to the Regulated Funds will be charged with making sure they identify, and participate in this process with respect to, each investment opportunity that falls within the Objectives and Strategies and Board-Established Criteria of each Regulated Fund. Applicants assert that the Advisers’ allocation policies and procedures will be structured so that the relevant investment advisory personnel for each Regulated Fund will be promptly notified of all Potential

Co-Investment
Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of such Regulated Fund and that the Advisers will undertake to perform these duties regardless of whether the Advisers serve as investment adviser or
sub-adviser
to the Affiliated Funds.

b.    Order Placement and Allocation

General. If the Adviser to a Regulated Fund deems the Regulated Fund’s participation in any Potential

Co-Investment
Transaction to be appropriate, it will, working through the applicable portfolio manager or in conjunction with any applicable Investment Team or Investment Committee, formulate a recommendation regarding the proposed order amount for the Regulated Fund. In doing so, the Adviser and any applicable Investment Team or Investment Committee may consider such factors, among others, as investment guidelines, issuer, industry and geographical concentration, availability of cash and other opportunities for which cash is needed, tax considerations, leverage covenants, regulatory constraints (such as requirements under the Act), investment horizon, potential liquidity needs, and the Regulated Fund’s risk concentration policies.

Allocation Procedure. For each Regulated Fund and Affiliated Fund whose Adviser recommends participating in a Potential

Co-Investment
Transaction, the Adviser will submit a proposed order amount to the internal investment allocation team, which will be reviewed by the multiple members of the investment allocation team. Prior to the External Submission (as defined below), each proposed order amount may be reviewed and adjusted, in accordance with the Advisers’ written allocation policies and procedures, by the portfolio construction team established by the Advisers on which senior management and, to the extent necessary, one legal/ compliance person participate.10 The order of a Regulated Fund or Affiliated Fund resulting from this process is referred to as its “Internal Order.” The Internal Order will be submitted for approval by the Required Majority of any participating Regulated Funds in accordance with the Conditions and as discussed in Section III.A.l.c below.

If the aggregate Internal Orders for a Potential

Co-Investment
Transaction do not exceed the size of the investment opportunity immediately prior to the submission of the orders to the underwriter, broker, dealer or issuer, as applicable (the “External Submission”), then each Internal

 

 

10 

The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of the Advisers.

 

12


Order will be fulfilled as placed. If, on the other hand, the aggregate Internal Orders for a Potential

Co-Investment
Transaction exceed the size of the investment opportunity immediately prior to the External Submission, then the allocation of the opportunity will be made pro rata on the basis of the size of the Internal Orders.11 If, subsequent to such External Submission, the size of the opportunity is increased or decreased, or if the terms of such opportunity, or the facts and circumstances applicable to the Regulated Funds’ or the Affiliated Funds’ consideration of the opportunity, change, the participants will be permitted to submit revised Internal Orders in accordance with written allocation policies and procedures that the Advisers will establish, implement and maintain; provided that, if the size of the opportunity is decreased such that the aggregate of the original Internal Orders would exceed the amount of the remaining investment opportunity, then upon submitting any revised order amount to the Board of a Regulated Fund for approval, the Adviser to the Regulated Fund will also notify the Board promptly of the amount that the Regulated Fund would receive if the remaining investment opportunity were allocated pro rata on the basis of the size of the original Internal Orders. The Board of the Regulated Fund will then either approve or disapprove of the investment opportunity in accordance with Condition 2, 6, 7, 8 or 9, as applicable.

In addition, upon issuance of the requested Order, if the aggregate Internal Orders for a Potential

Co-Investment
Transaction are less than the amount of the investment opportunity, an ASP Proprietary Account will then have the opportunity to participate in the Potential
Co-Investment
Transaction in a principal capacity. If the aggregate Internal Orders for a Potential
Co-Investment
Transaction are equal to or more than the amount of the investment opportunity, an ASP Proprietary Account will not participate in the investment opportunity. The Advisers’ allocation procedures will provide that, subject to the other Conditions set forth in the Order, the Advisers will offer investment opportunities to the ASP Proprietary Accounts only if the aggregate Internal Orders for a Potential
Co-Investment
Transaction are less than the total investment opportunity presented by such Potential
Co-Investment
Transaction.

Compliance. The Applicants represent that the allocation review process of each Existing Adviser is, and the allocation review process of each Future Adviser will be, a robust process designed as part of their overall compliance policies and procedures to ensure that every client is treated fairly and that the Advisers are following their allocation policies. The allocation process is monitored and reviewed by the compliance team, led by the chief compliance officer, and will be approved by the Board of each Regulated Fund.

c.    Approval of Potential

Co-Investment
Transactions

A Regulated Fund will enter into a Potential

Co-Investment
Transaction with one or more other Regulated Funds, one or more Affiliated Funds and/or one or more ASP Proprietary Accounts only if, prior to the Regulated Fund’s participation in the Potential
Co-Investment
Transaction, the Required Majority approves it in accordance with the Conditions of this Order.

 

 

11 

The Advisers will maintain records of all proposed order amounts, Internal Orders and External Submissions in conjunction with Potential

Co-Investment
Transactions. Each applicable Adviser will provide the Eligible Directors with information concerning the Affiliated Funds’ and Regulated Funds’ order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund’s investments for compliance with the Conditions.

 

13


In the case of a BDC Downstream Fund with an Independent Party consisting of a transaction committee or advisory committee, the individuals on the committee would possess experience and training comparable to that of the directors of the parent Regulated Fund and sufficient to permit them to make informed decisions on behalf of the applicable BDC Downstream Fund. The use of Independent Parties for BDC Downstream Funds results in a standard of approval that Applicants believe is equally as stringent as the standard of approval that a board of directors would apply. Most importantly, Applicants represent that the Independent Parties of the BDC Downstream Funds would be bound (by law or by contract) by fiduciary duties comparable to those applicable to the directors of the parent Regulated Fund, including a duty to act in the best interests of their respective funds when approving transactions. These duties would apply in the case of all Potential

Co-Investment
Transactions, including transactions that could present a conflict of interest.

Further, Applicants believe that the existence of differing routes of approval between the BDC Downstream Funds and other Regulated Funds would not result in Applicants investing through the BDC Downstream Funds in order to avoid obtaining the approval of a Regulated Fund’s Board. Each Regulated Fund and BDC Downstream Fund has its own Objectives and Strategies and may have its own Board-Established Criteria, the implementation of which depends on the specific circumstances of the entity’s portfolio at the time an investment opportunity is presented. As noted above, consistent with its duty to its BDC Downstream Funds, the Independent Party must reach a conclusion on whether or not an investment is in the best interest of its relevant BDC Downstream Funds. An investment made solely to avoid an approval requirement at the Regulated Fund level should not be viewed as in the best interest of the entity in question and, thus, would not be approved by the Independent Party.

Applicants represent that the use of Independent Parties has been common practice in institutional funds for many years and sophisticated investors, including global institutional investors, have relied on their presence in fund structures to ensure equitable treatment. Moreover, although a traditional board of directors would not be required to approve

Co-Investment
Transactions for a BDC Downstream Fund, a Board of a Regulated Fund would be required, as part of the overall duty of care that it owes to that Regulated Fund and its shareholders, to monitor the
Co-investment
Transaction activity of the Regulated Fund’s respective BDC Downstream Funds to ensure that no pattern of abuse was extant.

A Regulated Fund may participate in Pro Rata Dispositions and Pro Rata

Follow-On
Investments without obtaining prior approval of the Required Majority in accordance with Conditions 6(c)(i) and 8(b)(i).

2.    Delayed Settlement

All Regulated Funds and Affiliated Funds 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 Fund, and vice versa, for one of two reasons. First, this may occur when the Affiliated Fund or Regulated Fund is not yet fully funded because, when the Affiliated Fund or Regulated Fund desires to make an

 

14


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 Fund 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 Funds 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 Fund 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 Funds. 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 Funds and the Affiliated Funds will be independent from each other, and a Regulated Fund 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 Fund did not settle as expected.

3.    Permitted

Follow-On
Investments and Approval of
Follow-On
Investments

From time to time, the Regulated Funds, Affiliates Funds and ASP Proprietary Accounts may have opportunities to make

Follow-On
Investments in an issuer in which a Regulated Fund and one or more other Regulated Funds, one or more Affiliated Funds and/or one or more ASP Proprietary Accounts 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 Funds, Affiliated Funds and ASP Proprietary Accounts 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 Funds and Affiliated Funds (and potentially ASP Proprietary Accounts) 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 Funds and Affiliated Funds (and potentially ASP Proprietary Accounts) 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 8. These
Follow-On
Investments are referred to as “Standard Review
Follow-Ons
.” If such Regulated Funds 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 9. These
Follow-On
Investments are referred to as “Enhanced Review
Follow-Ons
.”

 

15


a.    Standard Review

Follow-Ons

A Regulated Fund may invest in Standard Review

Follow-Ons
either with the approval of the Required Majority using the procedures required under Condition 8(c) or, where certain additional requirements are met, without Board approval under Condition 8(b).

A Regulated Fund 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 Fund, each Affiliated Fund and each ASP Proprietary Account is proportionate to its outstanding investments in the issuer or security, as appropriate,12 immediately preceding the
Follow-On
Investment, and (ii) in the case of a Regulated Fund, a majority of the Board has approved the Regulated Fund’s participation in the pro rata
Follow-On
Investments as being in the best interests of the Regulated Fund. The Regulated Fund’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 Fund’s Eligible Directors in accordance with Condition 8(c).

A “

Non-Negotiated
Follow-On
Investment
” is a
Follow-On
Investment in which a Regulated Fund participates together with one or more Affiliated Funds, one or more ASP Proprietary Accounts and/or one or more other Regulated Funds (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 10.

b.    Enhanced Review

Follow-Ons

One or more Regulated Funds, one or more Affiliated Funds and one or more ASP Proprietary Accounts holding

Pre-Boarding
Investments 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 Funds, Affiliated Funds and ASP Proprietary Accounts may rely on the Order to make such
Follow-On
Investment subject to the requirements of Condition 9. These enhanced review requirements constitute an “onboarding process” whereby Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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 Funds, Affiliated Funds and ASP Proprietary Accounts 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 8 under the standard review process.

 

 

12 

See note 26, below.

 

16


4.    Dispositions

The Regulated Funds, Affiliated Funds and ASP Proprietary Accounts may be presented with opportunities to sell, exchange or otherwise dispose of securities in a transaction that would be prohibited by Rule

17d-1
or Section 57(a)(4), as applicable. If the Order is granted, such Dispositions will be made in a manner that, over time, is fair and equitable to all of the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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 Funds and Affiliated Funds (and potentially ASP Proprietary Accounts) 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 6; and (ii) if the Regulated Funds 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 7.

a.    Standard Review Dispositions

A Regulated Fund may participate in a Standard Review Disposition either with the approval of the Required Majority using the standard procedures required under Condition 6(d) or, where certain additional requirements are met, without Board approval under Condition 6(c).

A Regulated Fund 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 6(c)(ii).

A “Pro Rata Disposition” is a Disposition (i) in which the participation of each Regulated Fund, each Affiliated Fund and each ASP Proprietary Account is proportionate to its outstanding investment in the security subject to Disposition immediately preceding the Disposition;13 and (ii) in the case of a Regulated Fund, a majority of the Board has approved the Regulated Fund’s participation in pro rata Dispositions as being in the best interests of the Regulated Fund. The Regulated Fund’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 Fund’s Eligible Directors.

In the case of a Tradable Security, 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;14 and

 

 

13 

See note 24, below.

14 

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 Funds 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.

 

17


(y) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds, Affiliated Funds and ASP Proprietary Accounts is price. Pro Rata Dispositions and Dispositions of a Tradable Security remain subject to the Board’s periodic review in accordance with Condition 10.

b.    Enhanced Review Dispositions

One or more Regulated Funds, one or more Affiliated Funds and/or one or more ASP Proprietary Accounts 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 Funds, Affiliated Funds and ASP Proprietary Accounts may rely on the Order to make such Disposition subject to the requirements of Condition 7. As discussed above, with respect to investment in a given issuer, the participating Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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.15 Subsequent
Co-Investment
Transactions with respect to the issuer will be governed by Condition 6 or 8 under the standard review process.

5.    Use of Wholly-Owned Investment Subs

An Existing Regulated Fund or a Future Regulated Fund may, from time to time, form one or more Wholly-Owned Investment Subs. Such a subsidiary may be prohibited from investing in a

Co-Investment
Transaction with a Regulated Fund (other than its parent) or any Affiliated Fund or ASP Proprietary Account because it would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) and Rule
17d-1.
Applicants request that each Wholly-Owned Investment Sub be permitted to participate in
Co-Investment
Transactions in lieu of the Regulated Fund that owns it and that the Wholly-Owned Investment Sub’s participation in any such transaction be treated, for purposes of the Order, as though the parent Regulated Fund were participating directly.

Applicants represent that this treatment is justified because a Wholly-Owned Investment Sub would have no purpose other than serving as a holding vehicle for the Regulated Fund’s investments and issuing debt on behalf or in lieu of the Regulated Fund (and, in the case of an SBIC Subsidiary, maintaining a license under the SBA Act and issue debentures guaranteed by the SBA) and, therefore, no conflicts of interest could arise between the parent Regulated Fund

 

 

15 

However, with respect to an issuer, if a Regulated Fund’s first

Co-Investment
Transaction is an Enhanced Review Disposition, and the Regulated Fund does not dispose of its entire position in the Enhanced Review Disposition, then before such Regulated Fund 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.

 

18


and the Wholly-Owned Investment Sub. The Board of the parent Regulated Fund would make all relevant determinations under the Conditions with regard to a Wholly-Owned Investment Sub’s participation in a

Co-Investment
Transaction, and the Board would be informed of, and take into consideration, any proposed use of a Wholly-Owned Investment Sub in the Regulated Fund’s place. If the parent Regulated Fund proposes to participate in the same
Co-Investment
Transaction with any of its Wholly-Owned Investment Subs, the Board of the parent Regulated Fund will also be informed of, and take into consideration, the relative participation of the Regulated Fund and the
Wholly-Owned
Investment Sub.

Applicants note that an entity could not be both a Wholly-Owned Investment Sub and a BDC Downstream Fund because, in the former case, the Board of the parent Regulated Fund makes any determinations regarding the subsidiary’s investments while, in the latter case, the Independent Party makes such determinations.

B.    Applicable Law

1.    Section 17(d) and Section 57(a)(4)

Section 17(d) of the Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the Act), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered 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 investment company on a basis different from or less advantageous than that of such other participant.

Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) from participating in a joint transaction with the BDC, or a company controlled by the BDC, in contravention of rules as prescribed by the Commission. In particular, Section 57(a)(4) applies to:

 

 

Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C); or

 

 

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);16 or any person who is an affiliated person of any of the forgoing within the meaning of Section 2(a)(3)(C) or (D).

Pursuant to the foregoing application of Section 57(a)(4), BDC Downstream Funds, on the one hand, and other Regulated Funds, Affiliated Funds and ASP Proprietary Accounts, on the other

 

 

16 

Also excluded from this category by Rule

57b-1
is any person who would otherwise be included (a) solely because that person is directly or indirectly controlled by a business development company, or (b) solely because that person is, within the meaning of Section 2(a)(3)(C) or (D), an affiliated person of a person described in (a) above.

 

19


hand, may not

co-invest
absent an exemptive order because the BDC Downstream Funds are controlled by a BDC and the Affiliated Funds, ASP Proprietary Accounts and other Regulated Funds are included in Section 57(b).

Section 2(a)(3)(C) defines an “affiliated person” of another person to include any person directly or indirectly controlling, controlled by, or under common control with, such other person. Section 2(a)(3)(D) defines “any officer, director, partner, copartner, or employee” of an affiliated person as an affiliated person. 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 that company. Under Section 2(a)(9), a person who beneficially owns, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. The Commission and its staff have indicated on a number of occasions their belief that an investment adviser that provides discretionary investment management services to a fund and that sponsored, selected the initial directors, and provides administrative or other

non-advisory
services to the fund, controls such fund, absent compelling evidence to the contrary.17

2.    Rule

17d-1

Rule

17d-1
generally prohibits an affiliated person (as defined in Section 2(a)(3)), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company, or a company controlled by such registered 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 investment company on a basis different from or less advantageous than that of such first or second tier affiliate. Rule
17d-1
generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3)) 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.

Rule

17d-1
was promulgated by the Commission pursuant to Section 17(d) and made applicable to persons subject to
Sections 57(a) and (d) by Section 57(i) to the extent specified therein. Section 57(i) provides that, until the Commission prescribes rules under Sections 57(a) and (d), the Commission’s rules under Section 17(d) applicable to registered
closed-end
investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a) or (d). Because the Commission has not adopted any rules under Section 57(a) or (d), Rule
17d-1
applies to persons subject to the prohibitions of Section 57(a) or (d).

 

 

17 

See, e.g., SEC Rel. No.

IC-4697
(Sept. 8, 1966) (“For purposes of Section 2(a)(3)(C), affiliation based upon control would depend on the facts of the given situation, including such factors as extensive interlocks of officers, directors or key personnel, common investment advisers or underwriters, etc.”); Lazard Freres Asset Management, SEC
No-Action
Letter (pub. avail. Jan. 10, 1997) (“While, in some circumstances, the nature of an advisory relationship may give an adviser control over its client’s management or policies, whether an investment company and another entity are under common control is a factual question...”). Depending on the nature of an Adviser’s
sub-advisory
role with an Affiliated Fund, it could be deemed to control such Affiliated Fund, which would necessitate the requested relief.

 

20


Applicants seek relief pursuant to Rule

17d-1,
which permits the Commission to authorize joint transactions upon application. In passing upon applications filed pursuant to Rule
17d-1,
the Commission is directed by Rule
17d-1(b)
to consider whether the participation of a registered investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

The Commission has stated that Section 17(d), upon which Rule

17d-1
is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these prohibitions that do not present the dangers of overreaching.18 The Court of Appeals for the Second Circuit has enunciated a like rationale for the purpose behind Section 17(d): “The objective of [Section] 17(d)...is to prevent...injuring the interest of stockholders of registered investment companies by causing the company to participate on a basis different from or less advantageous than that of such other participants.”19 Furthermore, Congress acknowledged that the protective system established by the enactment of Section 57 is “similar to that applicable to registered investment companies under Section 17, and rules thereunder, but is modified to address concerns relating to unique characteristics presented by business development companies.”20 Applicants believe that the Conditions would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent would be addressed and the standards for an order under Rule
17d-1
and Section 57(i) would be met.

C.    Need for Relief

Co-Investment
Transactions are prohibited by either or both of Rule
17d-1
and Section 57(a)(4) without a prior exemptive order of the Commission to the extent that the Affiliated Funds, ASP Proprietary Accounts and the Regulated Funds participating in such transactions fall within the category of persons described by Rule
17d-1
and/or Section 57(b), as modified by Rule
57b-1
thereunder, as applicable,
vis-a-vis
each participating Regulated Fund.

Each of the participating Regulated Funds and Affiliated Funds may be deemed affiliated persons

vis-à-vis
a Regulated Fund within the meaning of Section 2(a)(3) by reason of common control because (i) Advisers may be deemed to control the Regulated Funds and Affiliated Funds, and (ii) Advisers may be deemed under common control of each other. Thus, each of the Affiliated Funds could be deemed to be a person related to a Regulated Fund in a manner described by Section 57(b) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and therefore would be prohibited by Section 57(a)(4) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and Rule
17d-1
from participating in
Co-Investment
Transactions without the Order.

 

18 

See Protecting Investors: A Half-Century of Investment Company Regulation. 1504 Fed. Sec. L. Rep., Extra Edition (May 29, 1992) at 488 et seq.

19 

Securities and Exchange Commission v. Talley Industries, Inc., 399 F.2d 396, 405 (2d Cir. 1968), cert. denied, 393 U.S. 1015 (1969).

20 

H.Rep.

No. 96-1341,
96th Cong., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827.

 

21


Further, because the BDC Downstream Funds and Wholly-Owned Investment Subs are controlled by the Regulated Funds, the BDC Downstream Funds and Wholly-Owned Investment Subs are subject to Section 57(a)(4) (or Section 17(d) in the case of Wholly-Owned Investment Subs controlled by Regulated Funds that are registered under the Act), and thus also subject to the provisions of Rule

17d-1,
and therefore would be prohibited from participating in
Co-Investment
Transactions without the Order.

In addition, the ASP Proprietary Accounts are also entities advised by Advisers, which are or will be controlling, controlled by or under common control with ASP. Thus, the ASP Proprietary Accounts may be deemed to be a person related to a Regulated Fund in a manner described by Section 57(b) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and therefore would be prohibited by Section 57(a)(4) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and Rule

17d-1
from participating in
Co-Investment
Transactions without the Order.

D.    Precedent

The Commission has issued numerous exemptive orders under the Act permitting registered investment companies and BDCs to

co-invest
with affiliated persons on terms and conditions similar to those contained in the Application.21 The Commission has accepted, as a basis for relief from the prohibitions on joint transactions, use of allocation and approval procedures to protect the interests of investors in the BDCs and registered investment companies. Applicants submit that the allocation procedures set forth in the Conditions for relief are consistent with and expand the range of investor protections found in the orders cited.

IV.    STATEMENT IN SUPPORT OF RELIEF REQUESTED

In accordance with Rule

17d-1
(made applicable to transactions subject to Section 57(a) by Section 57(i)), the Commission may grant the requested relief as to any particular joint transaction if it finds that the participation of the Regulated Funds in the joint transaction is consistent with the provisions, policies and purposes of the Act and is not on a basis different from or less advantageous than that of other participants. Applicants submit that allowing the
Co-Investment
Transactions described in this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and the shareholders thereof and (ii) the protections found in the Conditions.

As required by Rule

17d-1(b),
the Conditions ensure that the terms on which
Co-Investment
Transactions may be made will be consistent with the participation of the Regulated Funds being on a basis that it is neither different from nor less advantageous than other participants, thus protecting the equity holders of any participant from being disadvantaged. The Conditions ensure that all
Co-Investment
Transactions are reasonable and fair to the Regulated Funds and their shareholders and do not involve overreaching by any person concerned, including the Advisers.

 

 

21 

See, e.g., THL Credit, et al., Investment Company Act Release Nos. 33213 (August 24, 2018) (notice) and 33239 (Sept. 19, 2018) (order); TCG BDC, Inc., et al., Investment Company Act Release Nos. 32945 (Dec. 20, 2017) (notice) and 32969 (Jan. 17, 2018) (order); Apollo Investment Corporation, et al., Investment Company Act Release Nos. 32019 (Mar. 2, 2016) (notice) and 32057 (Mar. 29, 2016) (order).

 

22


A.    Potential Benefits

In the absence of the relief sought hereby, in many circumstances the Regulated Funds would be limited in their ability to participate in attractive and appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule

17d-1
should not prevent BDCs and registered
closed-end
investment companies from making investments that are in the best interests of their shareholders.

Each Regulated Fund and its shareholders will benefit from the ability to participate in

Co-Investment
Transactions. The Board of each Regulated Fund, including the Required Majority of such Regulated Funds, will determine that it is in the best interests of the Regulated Fund to participate in
Co-Investment
Transactions with certain affiliates of the Regulated Fund, including Affiliated Funds and the ASP Proprietary Accounts, because, among other matters, (i) the Regulated Fund should be able to participate in a larger number and greater variety of transactions; (ii) the Regulated Fund should be able to participate in larger transactions; (iii) the Regulated Fund should be able to participate in all opportunities approved by a Required Majority or otherwise permissible under the Order rather than risk underperformance through rotational allocation of opportunities among the Regulated Funds; (iv) the Regulated Fund and any other Regulated Funds participating in the proposed investment should have greater bargaining power, more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (v) the Regulated Fund should be able to obtain greater attention and better deal flow from investment bankers and others who act as sources of investments; and (vi) the Conditions are fair to the Regulated Funds and their shareholders.

B.    Protective Representations and Conditions

The Conditions ensure that the proposed

Co-Investment
Transactions are consistent with the protection of each Regulated Fund’s shareholders and with the purposes intended by the policies and provisions of the Act. Specifically, the Conditions incorporate the following critical protections: (i) no ASP Proprietary Account will be permitted to invest in a Potential
Co-Investment
Transaction except to the extent the aggregate Internal Orders for a Potential
Co-Investment
Transaction are less than the total investment opportunity presented by such Potential
Co-Investment
Transaction; (ii) all Regulated Funds participating in the
Co-Investment
Transactions will invest at the same time (except that, subject to the limitations in the Conditions, the settlement date for an Affiliated Fund in a
Co-Investment
Transaction may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa), 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; (iii) a Required Majority of each Regulated Fund must approve various investment decisions (not including transactions completed on a pro rata basis pursuant to Conditions 6(c)(i) and 8(b)(i) or otherwise not requiring Board approval) with respect to such Regulated Fund in accordance with the Conditions; and (iv) the Regulated Funds are required to retain and maintain certain records.

 

23


Applicants believe that participation by the Regulated Funds in Pro Rata

Follow-On
Investments and Pro Rata Dispositions, as provided in Conditions 6(c)(i) and 8(b)(i), is consistent with the provisions, policies and purposes of the Act and will not be made on a basis different from or less advantageous than that of other participants. A formulaic approach, such as pro rata investment or disposition eliminates the possibility for overreaching and unnecessary prior review by the Board. Applicants note that the Commission has adopted a similar pro rata approach in the context of Rule
23c-2,
which relates to the redemption by a
closed-end
investment company of less than all of a class of its securities, indicating the general fairness and lack of overreaching that such approach provides.

Applicants also believe that the participation by the Regulated Funds in

Non-Negotiated
Follow-On
Investments and in Dispositions of Tradable Securities without the approval of a Required Majority is consistent with the provisions, policies and purposes of the Act as there is no opportunity for overreaching by affiliates.

Additional duties imposed by the Conditions on the Advisers include maintaining written policies and procedures reasonably designed to ensure compliance with the Conditions. Each Adviser’s allocation procedures will provide that, subject to the other Conditions set forth in the Order, such Adviser will offer investment opportunities to the ASP Proprietary Accounts only if the aggregate Internal Orders for a Potential

Co-Investment
Transaction are less than the total investment opportunity presented by such Potential
Co-Investment
Transaction.

If an Adviser, its principals, or any person controlling, controlled by, or under common control with the Adviser or its principals, and the Affiliated Funds (collectively, the “Holders”) own in the aggregate more than 25 percent of the outstanding voting shares of a Regulated Fund (the “Shares”), then the Holders will vote such Shares as required under Condition 15.

Applicants believe that this condition will ensure that the Independent Directors will act independently in evaluating

Co-Investment
Transactions, 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 if desired by the Holders will be limited significantly. The Independent Directors shall evaluate and approve any Independent Party, taking into account its qualifications, reputation for independence, cost to the shareholders, and other factors that they deem relevant.

In sum, the Applicants believe that the Conditions would ensure that each Regulated Fund that participates in any type of

Co-Investment
Transaction does not participate on a basis different from, or less advantageous than, that of such other participants for purposes of Section 17(d) or Section 57(a)(4) and the Rules under the Act. As a result, Applicants believe that the participation of the Regulated Funds in
Co-Investment
Transactions in accordance with the Conditions would be consistent with the provisions, policies, and purposes of the Act, and would be done in a manner that was not different from, or less advantageous than, the other participants.

 

24


V.    CONDITIONS

Applicants agree that any Order granting the requested relief shall be subject to the following Conditions:

1.    Identification and Referral of Potential

Co-Investment
Transactions.

(a)    The Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that each Adviser is promptly notified of all Potential

Co-Investment
Transactions that fall within the then-current Objectives and Strategies and Board- Established Criteria of any Regulated Fund the Adviser manages.

(b)    When an Adviser to a Regulated Fund is notified of a Potential

Co-Investment
Transaction under Condition 1(a), the Adviser will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Fund’s
then-current
circumstances.

2.    Board Approvals of

Co-Investment
Transactions.

(a)    If the Adviser deems a Regulated Fund’s participation in any Potential

Co-Investment
Transaction to be appropriate for the Regulated Fund, it will then determine an appropriate level of investment for the Regulated Fund.

(b)    If the aggregate amount recommended by the Advisers to be invested in the Potential

Co-Investment
Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.l.b above. Each Adviser to a participating Regulated Fund will promptly notify and provide the Eligible Directors with information concerning the Affiliated Funds’ and Regulated Funds’ order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund’s investments for compliance with these Conditions.

(c)    After making the determinations required in Condition 1(b) above, each Adviser to a participating Regulated Fund will distribute written information concerning the Potential

Co-Investment
Transaction (including the amount proposed to be invested by each participating Regulated Fund, each participating Affiliated Fund and each participating ASP Proprietary Account) to the Eligible Directors of its participating Regulated Fund(s) for their consideration. A Regulated Fund will enter into a
Co-Investment
Transaction with one or more other Regulated Funds, Affiliated Fund or ASP Proprietary Accounts only if, prior to the Regulated Fund’s participation in the Potential
Co-Investment
Transaction, a Required Majority concludes that:

(i)    the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its equity holders and do not involve overreaching in respect of the Regulated Fund or its equity holders on the part of any person concerned;

 

25


(ii)    the transaction is consistent with:

 

  (A)

the interests of the Regulated Fund’s equity holders; and

 

  (B)

the Regulated Fund’s then-current Objectives and Strategies;

(iii)    the investment by any other Regulated Fund(s), Affiliated Fund(s) or ASP Proprietary Account(s) would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from, or less advantageous than, that of any other Regulated Fund(s), Affiliated Fund(s) or ASP Proprietary Account(s) participating in the transaction; 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 Fund or an Affiliated Fund in a

Co-Investment
Transaction is later than the settlement date for the Regulated Fund by no more than ten business days or earlier than the settlement date for the Regulated Fund 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 Funds are made is the same; and (y) the earliest settlement date and the latest settlement date of any Affiliated Fund or Regulated Fund participating in the transaction will occur within ten business days of each other; or

(B) any other Regulated Fund or Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio company’s board of directors, 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 agrees to, and does, provide periodic reports to the Regulated Fund’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 Fund or Affiliated Fund or any affiliated person of any other Regulated Fund or Affiliated Fund receives in connection with the right of one or more Regulated Funds or Affiliated Funds 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 any participating Affiliated Funds and ASP Proprietary Accounts (who may, in turn, share their portion with their affiliated persons) and any participating Regulated Fund(s) in accordance with the amount of each such party’s investment; and

(iv)    the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect22 financial benefit to the Advisers, any other Regulated Funds, the Affiliated Funds, the ASP Proprietary Accounts or any affiliated person of any of them (other than the parties to the

Co-Investment
Transaction),

 

 

22 

For example, procuring the Regulated Fund’s investment in a Potential

Co-Investment
Transaction to permit an affiliate to complete or obtain better terms in a separate transaction would constitute an indirect financial benefit.

 

26


except (A) to the extent permitted by Condition 14, (B) to the extent permitted by Section 17(e) or 57(k), as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the

Co-Investment
Transaction, or (D) in the case of fees or other compensation described in Condition 2(c)(iii)(B)(z).

3.    Right to Decline. Each Regulated Fund has the right to decline to participate in any Potential

Co-Investment
Transaction or to invest less than the amount proposed.

4.    General Limitation. Except for

Follow-On
Investments made in accordance with Conditions 8 and 9 below,23 a Regulated Fund will not invest in reliance on the Order in any issuer in which a Related Party has an investment.

5.    Same Terms and Conditions. A Regulated Fund will not participate in any Potential

Co-Investment
Transaction unless (i) the terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights (if any) will be the same for each participating Regulated Fund, Affiliated Fund and ASP Proprietary Accounts and (ii) the earliest settlement date and the latest settlement date of any participating Regulated Fund 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 Funds or Affiliated Funds, but not the respective Regulated Fund, 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 5, if Condition 2(c)(iii)(B) is met.

6.    Standard Review Dispositions.

(a)    General. If any Regulated Fund, Affiliated Fund or ASP Proprietary Account elects to sell, exchange or otherwise dispose of an interest in a security and one or more Regulated Funds, Affiliated Funds and ASP Proprietary Accounts have previously participated in a

Co-Investment
Transaction with respect to the issuer:

(i)    the Adviser to such Regulated Fund, Affiliated Fund or ASP Proprietary Account, as applicable, will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time; and

(ii)    the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition.

(b)    Same Terms and Conditions. Each Regulated Fund 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 Funds, ASP Proprietary Accounts and any other Regulated Funds.

 

 

23 

This exception applies only to

Follow-On
Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments.

 

27


(c)    No Board Approval Required. A Regulated Fund may participate in such a Disposition without obtaining prior approval of the Required Majority if:

(i)    (A) the participation of each Regulated Fund, Affiliated Fund and ASP Proprietary Account in such Disposition is proportionate to its then-current holding of the security (or securities) of the issuer that is (or are) the subject of the Disposition;24 (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such Dispositions on a pro rata basis (as described in greater detail in the Application); and (C) the Board of the Regulated Fund 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 Funds, Affiliated Funds and ASP Proprietary Accounts is price.

(d)    Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that it is in the Regulated Fund’s best interests.

7.    Enhanced Review Dispositions.

(a)    General. If any Regulated Fund, Affiliated Fund or ASP Proprietary Account elects to sell, exchange or otherwise dispose of a Pre-Boarding Investment in a Potential

Co-Investment
Transaction and the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts have not previously participated in a
Co-Investment
Transaction with respect to the issuer:

(i)    the Adviser to such Regulated Fund, Affiliated Fund or ASP Proprietary Account, as applicable, will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time;

(ii)    the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition; and

(iii)    the Advisers will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts, 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.

 

 

24 

In the case of any Disposition, proportionality will be measured by each participating Regulated Fund’s, Affiliated Fund’s and ASP Proprietary Accounts’ outstanding investment in the security in question immediately preceding the Disposition.

 

28


(b)    Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors, and the Regulated Fund 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).

(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)    Additional Requirements: The Disposition may only be completed in reliance on the Order if:

(i)    Same Terms and Conditions. Each Regulated Fund 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 Funds, the ASP Proprietary Accounts and any other Regulated Funds;

(ii)    Original Investments. All of the Affiliated Funds’, Regulated Funds’ and ASP Proprietary Accounts’ investments in the issuer are

Pre-Boarding
Investments;

(iii)    Advice of counsel. 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)    Multiple Classes of Securities. All Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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 Funds, Affiliated Funds and ASP Proprietary Accounts 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: (x) any Regulated Fund’s, Affiliated Fund’s or ASP Proprietary Accounts’ holding of a different class of securities (including for this purpose a security with a different maturity date) is immaterial25 in amount, including immaterial relative to the size of the issuer; and (y) 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)    No control. The Affiliated Funds, the ASP Proprietary Accounts, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

 

 

25 

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.

 

29


8.    Standard Review

Follow-Ons
.

(a)    General. If any Regulated Fund, Affiliated Fund or ASP Proprietary Account desires to make a

Follow-On
Investment in an issuer and the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts holding investments in the issuer previously participated in a
Co-Investment
Transaction with respect to the issuer:

(i)    the Adviser to each such Regulated Fund, Affiliated Fund or ASP Proprietary Account, as applicable, will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time; and

(ii)    the Adviser to each Regulated Fund 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 Fund.

(b)    No Board Approval Required. A Regulated Fund may participate in the

Follow-On
Investment without obtaining prior approval of the Required Majority if:

(i)    (A) the proposed participation of each Regulated Fund, each Affiliated Fund and each ASP Proprietary Account in such investment is proportionate to its outstanding investments in the issuer or the security at issue, as appropriate26 immediately preceding the

Follow-On
Investment; and (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund 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)    Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors and the Regulated Fund will participate in such

Follow-On
Investment solely to the extent that a Required Majority makes the determinations set forth in Condition 2(c). 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.

 

 

26 

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 Funds, Affiliated Funds and ASP Proprietary Accounts, proportionality will be measured by each participating Regulated Fund’s, Affiliated Fund’s and ASP Proprietary Account’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 Funds, Affiliated Funds or ASP Proprietary Accounts, proportionality will be measured by each participating Regulated Fund’s, Affiliated Fund’s and ASP Proprietary Account’s outstanding investment in the issuer immediately preceding the
Follow-On
Investment using the most recent available valuation thereof.

 

30


(d)    Allocation. If, with respect to any such

Follow-On
Investment:

(i)    the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds’, the Affiliated Funds’ and the ASP Proprietary Accounts’ 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 Funds and any participating Affiliated Funds and ASP Proprietary Accounts, collectively, exceeds the amount of the investment opportunity, then the
Follow-On
Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.1.b above.

(e)    Other Conditions. 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.

9.    Enhanced Review

Follow-Ons.

(a)    General. If any Regulated Fund, Affiliated Fund or ASP Proprietary Account desires to make a

Follow-On
Investment in an issuer that is a Potential
Co-Investment
Transaction and the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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 Fund, Affiliated Fund or ASP Proprietary Account, as applicable, will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time;

(ii)    the Adviser to each Regulated Fund 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 Fund; and

(iii)    the Advisers will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds, Affiliated Funds and ASP Proprietary Accounts, 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)    Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors, and the Regulated Fund 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

 

31


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 Fund 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)    Additional Requirements. The

Follow-On
Investment may only be completed in reliance on the Order if:

(i)    Original Investments. All of the Affiliated Funds’, Regulated Funds’ and ASP Proprietary Accounts’ investments in the issuer are

Pre-Boarding
Investments;

(ii)    Advice of counsel. 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)    Multiple Classes of Securities. All Regulated Funds, Affiliated Funds and ASP Proprietary Accounts 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 Funds, Affiliated Funds and ASP Proprietary Accounts 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: (x) any Regulated Fund’s, Affiliated Fund’s or ASP Proprietary Accounts’ 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 (y) 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)    No control. The Affiliated Funds, the ASP Proprietary Accounts, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

(d)    Allocation. If, with respect to any such

Follow-On
Investment:

(i) the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds’, the Affiliated Funds’ and the ASP Proprietary Accounts’ 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 Funds and any participating Affiliated Funds and ASP Proprietary Accounts, collectively, exceeds the amount of the investment opportunity, then the
Follow-On
Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.1.b above.

 

32


(e)    Other Conditions. 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.

10.    Board Reporting. Compliance and Annual

Re-Approval.

(a)    Each Adviser to a Regulated Fund will present to the Board of each Regulated Fund, on a quarterly basis, and at such other times as the Board may request, (i) a record of all investments in Potential

Co-Investment
Transactions made by any of the other Regulated Funds or any of the Affiliated Funds or ASP Proprietary Accounts during the preceding quarter that fell within the Regulated Fund’s then-current Objectives and Strategies and Board-Established Criteria that were not made available to the Regulated Fund, and an explanation of why such investment opportunities were not made available to the Regulated Fund; (ii) a record of all
Follow-On
Investments in and Dispositions of investments in any issuer in which the Regulated Fund holds any investments by any Affiliated Fund or ASP Proprietary Account or other Regulated Fund during the prior quarter; and (iii) all information concerning Potential
Co-Investment
Transactions and
Co-Investment
Transactions, including investments made by other Regulated Funds, Affiliated Funds or ASP Proprietary Accounts that the Regulated Fund considered but declined to participate in, so that the Independent Directors, may determine whether all Potential
Co-Investment
Transactions and
Co-Investment
Transactions during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the Conditions.

(b)    All information presented to the Regulated Fund’s Board pursuant to this Condition will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its staff.

(c)    Each Regulated Fund’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 Fund’s compliance with the terms and Conditions of the application and the procedures established to achieve such compliance. In the case of a BDC Downstream Fund that does not have a chief compliance officer, the chief compliance officer of the BDC that controls the BDC Downstream Fund will prepare the report for the relevant Independent Party.

(d)    The Independent Directors (including the

non-interested
members of each Independent Party) will consider at least annually whether continued participation in new and existing
Co-Investment
Transactions is in the Regulated Fund’s best interests.

11.    Record Keeping. Each Regulated Fund will maintain the records required by Section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these Conditions were approved by the Required Majority under Section 57(f).

12.    Director Independence. No Independent Director (including the

non-interested
members of any Independent Party) of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise be an “affiliated person” (as defined in the Act) of any Affiliated Fund or ASP Proprietary Account.

 

33


13.    Expenses. 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 Securities Act) will, to the extent not payable by the Advisers under their respective advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the Regulated Funds and the participating Affiliated Funds and ASP Proprietary Accounts in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be.

14.    Transaction Fees. Any transaction fee (including

break-up,
structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k)) received in connection with any
Co-Investment
Transaction will be distributed to the participants on a pro rata basis based on the amounts 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), and the account will earn a competitive rate of interest that will also be divided pro rata among the participants. None of the Advisers, the Affiliated Funds, the ASP Proprietary Accounts, the other Regulated Funds or any affiliated person of the Affiliated Funds, the ASP Proprietary Accounts or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or in connection with a
Co-Investment
Transaction other than (i) in the case of the Regulated Funds, the Affiliated Funds and the ASP Proprietary Accounts, the pro rata transaction fees described above and fees or other compensation described in
Condition 2(c)(iii)(B)(z), (ii) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) or (iii) in the case of the Advisers, investment advisory compensation paid in accordance with investment advisory agreements between the applicable Regulated Fund(s) or Affiliated Fund(s) and its Adviser.

15.    Independence. If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares as directed by an independent third party when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Board’s composition, size or manner of election.

16.    ASP Proprietary Accounts. The ASP Proprietary Accounts will not be permitted to invest in a Potential

Co-Investment
Transaction except to the extent the aggregate Internal Orders for a Potential
Co-Investment
Transaction, as described in Section III.A.1.b above, are less than the total investment opportunity.

 

VI.

PROCEDURAL MATTERS

Pursuant to Rule

0-2(f),
each Applicant states that its address is as indicated below:

Adams Street Private Credit BDC, LLC

Adams Street Partners, LLC

Adams Street Credit Advisors LP

Adams Street 2016 US Fund LP

Adams Street 2017 US Fund LP

Adams Street 2018 US Fund LP

 

34


Adams Street 2019 US Fund LP

Adams Street 2016

Non-US
Fund LP

Adams Street 2017

Non-US
Fund LP

Adams Street 2018

Non-US
Fund LP

Adams Street 2019

Non-US
Fund LP

Adams Street 2016 Direct Venture/Growth Fund LP

Adams Street 2017 Direct Venture/Growth Fund LP

Adams Street 2018 Direct Venture/Growth Fund LP

Adams Street 2019 Direct Growth Equity Fund LP

Adams Street 2016 Global Fund LP

Adams Street 2017 Global Fund LP

Adams Street 2018 Global Fund LP

Adams Street 2019 Global Fund LP

Adams Street Venture/Growth Fund VI LP

Adams Street Growth Equity Fund VII LP

Adams Street Venture Innovation Fund LP

Adams Street Venture Innovation Fund II LP

Adams Street

Co-Investment
Fund III A LP

Adams Street

Co-Investment
Fund III C LP

Adams Street

Co-Investment
Fund IV A LP

Adams Street

Co-Investment
Fund IV B LP

Adams Street

Co-Investment
Select Fund A LP

Adams Street

Co-Investment
Select Fund B LP

Adams Street US SMB Fund LP

Adams Street US SMB Fund II LP

Adams Street Private Credit

Fund-A
LP

Adams Street Private Credit

Fund-B
LP

Adams Street Global Secondary Fund 6 LP

Adams Street RSP LP

Adams Street - VGV Secondary Target Mandate Fund LP

Adams Street - VGV Secondary Target Mandate Fund 2 LP

Adams Street - SCERS Fund LLC

Adams Street - SCERS Fund II LLC

Adams Street Energy & Natural Resources Fund LP

Adams Street PEP Secondary Fund 2017 LP

Adams Street PEP North America Fund 2018 LP

Adams Street PEP Asia Fund 2018 LP

Adams Street PEP North America Fund 2019 LP

Adams Street PEP Asia Fund 2019 LP

Adams Street Global Venture Mandate Fund LP

Adams Street Global Venture Mandate Fund II LP

Adams Street – PE Genesis Fund I LP

Adams Street – PE Genesis Fund II LP

Adams Street Global SMB WPERP Fund LP

Adams Street SIFAI Fund LP

 

35


Adams Street AP7 PE Investment LP

Adams Street - MTAA PE Fund LP

ASP Global Ventures BVK Fund I LP

Adams Street Lake LaSalle Fund LP

Adams Street - PKBS Private Equity Fund I Global

Adams Street - ALPS Strategic PE Fund LP

Adams Street - ALPS

Co-Inv
Targeted Mandate Fund LP

Adams Street - SK Venture Fund LP

Adams Street 1847 Fund LP

Adams Street - Denso Global Private Equity Investments Fund LP

ASP PC Holdings LLC

Eric R. Mansell

One North Wacker Drive, Suite 2700

Chicago, IL 60606

Applicants further state that all written or oral communications concerning this Application should be directed to:

Scott A. Moehrke, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

(312)

862-2199

Applicants desire that the Commission issue an Order pursuant to Rule

0-5
without conducting a hearing.

Pursuant to Rule

0-2,
each person executing the Application on behalf of an Applicant says that he or she has duly executed the Application for and on behalf of such Applicant; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each deponent to execute and file the Application have been taken.

The verifications required by Rule

0-2(d)
and the authorizations required by Rule
0-2(c)
are attached hereto as Exhibit A and Exhibit B.

Applicants request that any questions regarding this Application be directed to the persons listed on the facing page of this Application.

 

36


VII.     REQUEST FOR ORDER OF EXEMPTION

    For the foregoing reasons, Applicants request that the Commission enter an Order under Sections 17(d), 57(a)(4) and 57(i) and Rule

17d-1
granting Applicants the relief sought by the Application. Applicants submit that the requested exemption is consistent with the protection of investors.

 

37


Dated: April 15, 2019

 

ADAMS STREET PRIVATE CREDIT BDC, LLC
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Authorized Officer
ADAMS STREET PARTNERS, LLC
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET CREDIT ADVISORS LP
By:    Adams Street Credit Advisors GP LLC,
   its general partner
By:    Adams Street Partners, LLC,
   its member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2016 US FUND LP
By:    ASP Carry Partners 2016 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2017 US FUND LP
By:    ASP Carry Partners 2017 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

[Signature Page to Application]

 


ADAMS STREET 2018 US FUND LP
By:   ASP Carry Partners 2018 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2019 US FUND LP
By:   ASP Carry Partners 2019 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2016
NON-US
FUND LP
By:   ASP Carry Partners 2016 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2017
NON-US
FUND LP
By:   ASP Carry Partners 2017 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2018
NON-US
FUND LP
By:   ASP Carry Partners 2018 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]

 


ADAMS STREET 2019
NON-US
FUND LP
By:    ASP Carry Partners 2019 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP
By:    ASP 2016 Direct Management LP,
   its general partner
By:   

ASP 2016 Direct Management LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP
By:    ASP 2017 Direct Management LP,
   its general partner
By:   

ASP 2017 Direct Management LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP
By:    ASP 2018 Direct Management LP,
   its general partner
By:   

ASP 2018 Direct Management LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

 

[Signature Page to Application]


ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP
By:    ASP 2019 Direct Management LP,
   its general partner
By:   

ASP 2019 Direct Management LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2016 GLOBAL FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2017 GLOBAL FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2018 GLOBAL FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2019 GLOBAL FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

 

[Signature Page to Application]


ADAMS STREET VENTURE/GROWTH FUND VI LP
By:    ASP VG Management VI LP,
   its general partner
By:    ASP VG Management VI LLC, its general partner
By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET GROWTH EQUITY FUND VII LP
By:    ASP VG Management VII LP,
   its general partner
By:    ASP VG Management VII LLC,
   its general partner
By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET VENTURE INNOVATION FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET VENTURE INNOVATION FUND II LP
By:    ASP Carry Partners Venture Innovation II LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET
CO-INVESTMENT
FUND III A LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

 

[Signature Page to Application]


ADAMS STREET
CO-INVESTMENT
FUND III C LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT FUND IV A LP
By:    ASP
Co-Investment
Management IV LP,
   its general partner
By:   

ASP

Co-Investment
Management IV LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET
CO-INVESTMENT
FUND IV B LP
By:    ASP
Co-Investment
Management IV LP,
   its general partner
By:   

ASP

Co-Investment
Management IV LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT SELECT FUND A
LP
By:    ASP
Co-Investment
Management IV LP,
   its general partner
By:   

ASP

Co-Investment
Management IV LLC,

its general partner

By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

 

[Signature Page to Application]


ADAMS STREET
CO-INVESTMENT
SELECT FUND B LP
By:         ASP
Co-Investment
Management IV LP, its general partner
By:   ASP
Co-Investment
Management IV LLC, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET US SMB FUND LP
By:   ASP Carry Partners US SMB LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET US SMB FUND II LP
By:   ASP Carry Partners US SMB II LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PRIVATE CREDIT
FUND-A
LP
By:   Adams Street Private Credit Fund II GP LP, its general partner
By:   Adams Street Private Credit Fund II
GP-GP,
LLC, its general partner
By:   Adams Street Partners, LLC, its member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]

 


ADAMS STREET PRIVATE CREDIT
FUND-B
LP
By:         Adams Street Private Credit Fund II GP LP, its general partner
By:   Adams Street Private Credit Fund II
GP-GP,
LLC, its general partner
By:   Adams Street Partners, LLC, its member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GLOBAL SECONDARY FUND 6 LP
By:   ASP Carry Partners GSF 6 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET RSP LP
By:   ASP RSP Management LP, its general partner
By:   ASP RSP Management LLC, its general partner
By:   Adams Street Partners, LLC, its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - VGV SECONDARY TARGET MANDATE FUND LP
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - VGV SECONDARY TARGET MANDATE FUND 2 LP
By:   ASP Carry Partners STM 2 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]


ADAMS STREET – SCERS FUND LLC
By:         Adams Street Partners, LLC, its manager
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – SCERS FUND II LLC
By:   Adams Street Partners, LLC, its manager
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET ENERGY & NATURAL RESOURCES FUND LP
By:   ASP Carry Partners ENR LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP SECONDARY FUND 2017 LP
By:   ASP Carry Partners PEP 2017 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]


ADAMS STREET PEP NORTH AMERICA FUND 2018 LP
By:         ASP Carry Partners PEP 2018 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP ASIA FUND 2018 LP
By:   ASP Carry Partners PEP 2018 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP NORTH AMERICA FUND 2019 LP
By:   ASP Carry Partners PEP 2019 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP ASIA FUND 2019 LP
By:   ASP Carry Partners PEP 2019 LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GLOBAL VENTURE MANDATE FUND LP
By:   ASP Carry Partners GVM LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]


ADAMS STREET GLOBAL VENTURE MANDATE FUND II LP
By:   

ASP Carry Partners GVM II LP,

its general partner

By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET – PE GENESIS FUND I LP
By:    ASP PE Genesis Management LLC,
   its general partner
By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET – PE GENESIS FUND II LP
By:    ASP PE Genesis Management II LLC,
   its general partner
By:    Adams Street Partners, LLC,
   its managing member
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET GLOBAL SMB WPERP FUND LP
By:    ASP Global SMB WPERP Fund LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET SIFAI FUND LP
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

[Signature Page to Application]

 


ADAMS STREET AP7 PE INVESTMENT LP
By:   Adams Street Partners, LLC, its general partner
By:        

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - MTAA PE FUND LP
By:   ASP - MTAA Carry Partners LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ASP GLOBAL VENTURES BVK FUND I LP
By:   ASP BVK Carry Partners LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET LAKE LASALLE FUND LP
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – PKBS PRIVATE EQUITY FUND I GLOBAL
By:   ASP - PKBS Lux GP Partners, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]


ADAM STREET - ALPS STRATEGIC PE FUND LP
By:         ASP ALPS Management LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAM STREET - ALPS
CO-INV
TARGETED MANDATE FUND LP
By:   ASP ALPS Management LP, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - SK VENTURE FUND LP
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 1847 FUND LP
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – DENSO GLOBAL PRIVATE EQUITY INVESTMENTS FUND LP
By:   ASP DGPEI Management LLC, its general partner
By:   Adams Street Partners, LLC, its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ASP PC HOLDINGS LLC
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Application]


Schedule A

Adams Street Partners Credit Advisors LP serves as the investment adviser to the Private Credit Existing Affiliated Funds listed below.

Private Credit Existing Affiliated Funds

Adams Street Private Credit

Fund-A
LP

Adams Street Private Credit

Fund-B
LP

Adams Street Partners, LLC serves as the investment adviser to the other Existing Affiliated Funds listed below.

Existing Affiliated Funds

Adams Street 2016 US Fund LP

Adams Street 2017 US Fund LP

Adams Street 2018 US Fund LP

Adams Street 2019 US Fund LP

Adams Street 2016

Non-US
Fund LP

Adams Street 2017

Non-US
Fund LP

Adams Street 2018

Non-US
Fund LP

Adams Street 2019

Non-US
Fund LP

Adams Street 2016 Direct Venture/Growth Fund LP

Adams Street 2017 Direct Venture/Growth Fund LP

Adams Street 2018 Direct Venture/Growth Fund LP

Adams Street 2019 Direct Growth Equity Fund LP

Adams Street 2016 Global Fund LP

Adams Street 2017 Global Fund LP

Adams Street 2018 Global Fund LP

Adams Street 2019 Global Fund LP

Adams Street Venture/Growth Fund VI LP

Adams Street Growth Equity Fund VII LP

Adams Street Venture Innovation Fund LP

Adams Street Venture Innovation Fund II LP

Adams Street

Co-Investment
Fund III A LP

Adams Street

Co-Investment
Fund III C LP

Adams Street

Co-Investment
Fund IV A LP

Adams Street

Co-Investment
Fund IV B LP

Adams Street

Co-Investment
Select Fund A LP

Adams Street

Co-Investment
Select Fund B LP

Adams Street US SMB Fund LP

Adams Street US SMB Fund II LP

Adams Street Global Secondary Fund 6 LP

Adams Street RSP LP

Adams Street - VGV Secondary Target Mandate Fund LP

Adams Street - VGV Secondary Target Mandate Fund 2 LP


Adams Street - SCERS Fund LLC

Adams Street - SCERS Fund II LLC

Adams Street Energy & Natural Resources Fund LP

Adams Street PEP Secondary Fund 2017 LP

Adams Street PEP North America Fund 2018 LP

Adams Street PEP Asia Fund 2018 LP

Adams Street PEP North America Fund 2019 LP

Adams Street PEP Asia Fund 2019 LP

Adams Street Global Venture Mandate Fund LP

Adams Street Global Venture Mandate Fund II LP

Adams Street – PE Genesis Fund I LP

Adams Street – PE Genesis Fund II LP

Adams Street Global SMB WPERP Fund LP

Adams Street SIFAI Fund LP

Adams Street AP7 PE Investment LP

Adams Street - MTAA PE Fund LP

ASP Global Ventures BVK Fund I LP

Adams Street Lake LaSalle Fund LP

Adams Street - PKBS Private Equity Fund I Global

Adams Street - ALPS Strategic PE Fund LP

Adams Street - ALPS

Co-Inv
Targeted Mandate Fund LP

Adams Street - SK Venture Fund LP

Adams Street 1847 Fund LP

Adams Street - Denso Global Private Equity Investments Fund LP


Exhibit A

Verification of Statement of Facts and Application

pursuant to Rule

17d-1
under the Investment Company Act of 1940

for an Order of the Commission

The undersigned states that he or she has duly executed the attached Application for an Order under Sections 17(d), 57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended, and Rule

17d-1
thereunder, dated April 15, 2019, for and on behalf of the Applicants, as the case may be, that he or she holds the office with such entity as indicated below and that all actions by the stockholders, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further says that he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information, and belief.

 

ADAMS STREET PRIVATE CREDIT BDC, LLC
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Authorized Officer
ADAMS STREET PARTNERS, LLC
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET CREDIT ADVISORS LP
By:   Adams Street Credit Advisors GP LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2016 US FUND LP
By:   ASP Carry Partners 2016 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET 2017 US FUND LP
By:    ASP Carry Partners 2017 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2018 US FUND LP
By:    ASP Carry Partners 2018 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2019 US FUND LP
By:    ASP Carry Partners 2019 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2016
NON-US
FUND LP
By:    ASP Carry Partners 2016 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President
ADAMS STREET 2017
NON-US
FUND LP
By:    ASP Carry Partners 2017 LP,
   its general partner
By:    Adams Street Partners, LLC,
   its general partner
By:   

/s/ Eric R. Mansell

   Name:    Eric R. Mansell
   Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET 2018
NON-US
FUND LP
By:   ASP Carry Partners 2018 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2019
NON-US
FUND LP
By:   ASP Carry Partners 2019 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP
By:   ASP 2016 Direct Management LP,
  its general partner
By:   ASP 2016 Direct Management LLC, its general
  partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP
By:   ASP 2017 Direct Management LP,
  its general partner
By:   ASP 2017 Direct Management LLC, its general
  partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP
By:   ASP 2018 Direct Management LP,
  its general partner
By:   ASP 2018 Direct Management LLC, its general
  partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP
By:   ASP 2019 Direct Management LP,
  its general partner
By:   ASP 2019 Direct Management LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2016 GLOBAL FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2017 GLOBAL FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 2018 GLOBAL FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET 2019 GLOBAL FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET VENTURE/GROWTH FUND VI LP
By:   ASP VG Management VI LP,
  its general partner
By:   ASP VG Management VI LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GROWTH EQUITY FUND VII LP
By:   ASP VG Management VII LP,
  its general partner
By:   ASP VG Management VII LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET VENTURE INNOVATION FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET VENTURE INNOVATION FUND II LP
By:   ASP Carry Partners Venture Innovation II LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET CO-INVESTMENT FUND III A LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT FUND III C LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT FUND IV A LP
By:   ASP
Co-Investment
Management IV LP,
  its general partner
By:   ASP
Co-Investment
Management IV LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT FUND IV B LP
By:   ASP
Co-Investment
Management IV LP,
  its general partner
By:   ASP
Co-Investment
Management IV LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET CO-INVESTMENT SELECT FUND A LP
By:   ASP
Co-Investment
Management IV LP,
  its general partner
By:   ASP
Co-Investment
Management IV LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

 

[Signature Page to Verifications]


ADAMS STREET CO-INVESTMENT SELECT FUND B LP
By:   ASP
Co-Investment
Management IV LP,
  its general partner
By:   ASP
Co-Investment
Management IV LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET US SMB FUND LP
By:   ASP Carry Partners US SMB LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET US SMB FUND II LP
By:   ASP Carry Partners US SMB II LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PRIVATE CREDIT FUND-A LP
By:   Adams Street Private Credit Fund II GP LP,
  its general partner
By:   Adams Street Private Credit Fund II
GP-GP,
LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET PRIVATE CREDIT FUND-B LP
By:   Adams Street Private Credit Fund II GP LP,
  its general partner
By:   Adams Street Private Credit Fund II
GP-GP,
LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GLOBAL SECONDARY FUND 6 LP
By:   ASP Carry Partners GSF 6 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET RSP LP
By:   ASP RSP Management LP,
  its general partner
By:   ASP RSP Management LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - VGV SECONDARY TARGET
MANDATE FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - VGV SECONDARY TARGET
MANDATE FUND 2 LP
By:   ASP Carry Partners STM 2 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET – SCERS FUND LLC
By:   Adams Street Partners, LLC,
  its manager
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – SCERS FUND II LLC
By:   Adams Street Partners, LLC,
  its manager
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET ENERGY & NATURAL RESOURCES FUND LP
By:   ASP Carry Partners ENR LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP SECONDARY FUND 2017 LP
By:   ASP Carry Partners PEP 2017 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET PEP NORTH AMERICA FUND 2018 LP
By:   ASP Carry Partners PEP 2018 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP ASIA FUND 2018 LP
By:   ASP Carry Partners PEP 2018 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP NORTH AMERICA FUND 2019 LP
By:   ASP Carry Partners PEP 2019 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET PEP ASIA FUND 2019 LP
By:   ASP Carry Partners PEP 2019 LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GLOBAL VENTURE MANDATE FUND LP
By:   ASP Carry Partners GVM LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET GLOBAL VENTURE MANDATE FUND II LP
By:   ASP Carry Partners GVM II LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – PE GENESIS FUND I LP
By:   ASP PE Genesis Management LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – PE GENESIS FUND II LP
By:   ASP PE Genesis Management II LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its managing member
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET GLOBAL SMB WPERP FUND LP
By:   ASP Global SMB WPERP Fund LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET SIFAI FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAMS STREET AP7 PE INVESTMENT LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - MTAA PE FUND LP
By:   ASP - MTAA Carry Partners LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ASP GLOBAL VENTURES BVK FUND I LP
By:   ASP BVK Carry Partners LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET LAKE LASALLE FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – PKBS PRIVATE EQUITY FUND I GLOBAL
By:   ASP - PKBS Lux GP Partners,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


ADAM STREET - ALPS STRATEGIC PE FUND LP
By:   ASP ALPS Management LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAM STREET - ALPS
CO-INV
TARGETED MANDATE FUND LP
By:   ASP ALPS Management LP,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET - SK VENTURE FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET 1847 FUND LP
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ADAMS STREET – DENSO GLOBAL PRIVATE EQUITY INVESTMENTS FUND LP
By:   ASP DGPEI Management LLC,
  its general partner
By:   Adams Street Partners, LLC,
  its general partner
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President
ASP PC HOLDINGS LLC
By:  

/s/ Eric R. Mansell

  Name:    Eric R. Mansell
  Title:      Executive Vice President

[Signature Page to Verifications]


Exhibit B

Authorization for

Adams Street Private Credit BDC, LLC

The undersigned hereby certifies that he is an Authorized Officer of Adams Street Private Credit BDC, LLC (“Company”); that with respect to the attached Application (the “Application”) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of the Application under the limited liability company agreement of the Company have been taken and the person filing the Application on behalf of the Company is fully authorized to do so; and that the manager(s) of Adams Street Private Credit BDC, LLC has duly adopted the following resolutions pursuant to the written consent of the manager(s) effective as of April 5, 2019:

NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company (each, an “Authorized Officer” and, collectively, “Authorized Officers”) of the Company be, and each of them hereby is, authorized to prepare, or to cause to be prepared, executed and filed with the Securities and Exchange Commission (the “SEC”) an application or applications and any exhibits and amendments thereto (the “Application”) for the Company and other investment companies pursuant to Section 6(c) of the Investment Company Act of 1940 (together with the rules and regulations promulgated thereunder, the “1940 Act”) or pursuant to

Rule 17d-1
under the 1940 Act for SEC exemptive relief; and it is

FURTHER RESOLVED, that the Authorized Officers of the Company be, and each of them hereby is, authorized to take such other action, and to make such representations on behalf of the Company, in any matters related to the Application or any amendment thereof as they or any of them may approve as necessary or desirable; and it is

FURTHER RESOLVED, that the Authorized Officers of the Company be, and each of them acting singly hereby is, authorized to execute and cause to be filed the Application and to take such further actions and execute and file such further amendments or other documents as may be necessary, desirable, or appropriate to the implementation and performance of the preceding resolutions and the matters contemplated therein, the Authorized Officer’s execution thereof to be conclusive evidence of such approval; and it is

FURTHER RESOLVED, that the Authorized Officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver all such certificates, instruments, and other documents, and to take or cause to be taken any and all such further actions, in each case as any such Authorized Officer may determine to be necessary, advisable or desirable to carry out fully the purpose and intent of the foregoing resolutions, including, without limitation, the incurrence and payment of fees and expenses;

and it is FURTHER RESOLVED, that any and all actions previously taken by the Company or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, and approved in all respects as and for the acts and deeds of the Company.


ADAMS STREET PRIVATE CREDIT BDC, LLC
By:  

/s/ Eric R. Mansell

  Name: Eric R. Mansell
  Title:   Authorized Officer

[Signature Page to Authorizations for BDC]

Additional Files
FileSequenceDescriptionTypeSize
0001193125-19-106778.txt   Complete submission text file   493360

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