83_FR_32307 83 FR 32174 - Blackstone/GSO Floating Rate Enhanced Income Fund, et al.

83 FR 32174 - Blackstone/GSO Floating Rate Enhanced Income Fund, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 133 (July 11, 2018)

Page Range32174-32179
FR Document2018-14844

Federal Register, Volume 83 Issue 133 (Wednesday, July 11, 2018)
[Federal Register Volume 83, Number 133 (Wednesday, July 11, 2018)]
[Notices]
[Pages 32174-32179]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14844]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33149; 812-14835]


Blackstone/GSO Floating Rate Enhanced Income Fund, et al.

July 6, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application for an order under sections 17(d) and 57(i) 
of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 
under the Act to permit certain joint transactions otherwise prohibited 
by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.

SUMMARY OF APPLICATION:  Applicants request an order to permit business 
development companies (``BDCs'') and closed-end management investment 
companies to co-invest in portfolio companies with each other and with 
certain affiliated investment funds and accounts.

APPLICANTS:  Blackstone/GSO Floating Rate Enhanced Income Fund 
(``BGFREI''); Blackstone/GSO Long-Short Credit Income Fund (``BGX''); 
Blackstone/GSO Senior Floating Rate Term Fund (``BSL''); Blackstone/GSO 
Strategic Credit Fund (``BGB''); Blackstone/GSO Secured Lending Fund 
(``BGSL,'' and together with BGFREI, BGX, BSL, BGB, the ``GSO Regulated 
Funds''); GSO/Blackstone Debt Funds Management LLC (``GDFM''), the 
investment adviser to BGFREI, BGX, BSL and BGB; GSO Asset Management 
LLC (``GAM''), the proposed investment adviser to BGSL; the investment 
advisers set forth in Schedule A to the application (together with GDFM 
and GAM, the ``GSO Advisers''); the Existing Affiliated Funds set forth 
on Schedule A to the application \1\; and Blackstone Alternative 
Solutions L.L.C. (``BAS'').
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    \1\ The Existing Affiliated Funds, together with their direct 
and indirect wholly-owned subsidiaries, are entities (i) (A) whose 
primary investment adviser is a GSO Adviser or (B) whose primary 
investment adviser is a registered investment adviser that controls, 
is controlled by or is under common control with an Adviser (as 
defined below), but is itself not an Adviser (each, an ``Existing 
Primary Adviser''), and whose sub-adviser is an Adviser (each, an 
``Existing Sub-Advised Affiliated Fund'') and (ii) that either (A) 
would be an investment company but for section 3(c)(1) or 3(c)(7) of 
the Act or (B) rely on the rule 3a-7 exemption thereunder from 
investment company status. The sole Existing Primary Adviser is BAS. 
Each of the Existing Sub-Advised Affiliated Funds are sub-advised by 
GSO Capital Partners LP, a GSO Adviser.

FILING DATES:  The application was filed on October 13, 2017, and 
amended on June 25, 2018. Applicants have agreed to file an amendment 
during the notice period, the substance of which is reflected in this 
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notice.

HEARING OR NOTIFICATION OF HEARING:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on July 30, 2018, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
St. NE, Washington, DC 20549-1090. Applicants: 345 Park Avenue, New 
York, New York 10154.

FOR FURTHER INFORMATION CONTACT:  Asen Parachkevov, Senior Counsel, or 
David J. Marcinkus, Branch Chief, at (202) 551-6821 (Chief Counsel's 
Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION:  The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or for an 
applicant using the Company name box, at http://

[[Page 32175]]

www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. BGFREI, BGX, BSL and BGB, each a Delaware statutory trust, are 
externally managed, diversified, closed-end management investment 
companies. Each of BGFREI's and BGX's investment objective is to 
provide current income, with a secondary objective of capital 
appreciation. Each of BSL's and BGB's investment objective is to seek 
high current income, with a secondary objective to seek preservation of 
capital, consistent with its primary goal of high current income. Each 
of BGFREI, BGX, BSL and BGB have a five-member Board, of which four 
members are Non-Interested Trustees.\2\
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    \2\ ``Board'' means the board of trustees (or equivalent) of the 
GSO Regulated Funds and any other Regulated Fund (as defined below).
    ``Non-Interested Trustees'' means the Non-Interested Trustees of 
the GSO Regulated Funds and any other Regulated Fund who are not 
``interested persons'' within the meaning of section 2(a)(19) of the 
Act.
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    2. BGSL is a Delaware statutory trust that intends to file an 
election to be regulated as a business development company (``BDC'') 
under the Act.\3\ BGSL's investment objective is to seek high current 
income, with a secondary objective to seek preservation of capital, 
consistent with its primary goal of high current income. BGSL will have 
a seven-member Board, of which four members will be Non-Interested 
Trustees.
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    \3\ Section 2(a)(48) defines a BDC to be any closed-end 
investment company that operates for the purpose of making 
investments in securities described in sections 55(a)(1) through 
55(a)(3) of the Act and makes available significant managerial 
assistance with respect to the issuers of such securities.
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    3. Each Adviser \4\ is a subsidiary of The Blackstone Group, L.P. 
(``Blackstone''). Blackstone is a leading global alternative asset 
manager, whose alternative asset management businesses include 
investment vehicles focused on private equity, real estate, hedge fund 
solutions, non-investment grade credit, secondary private equity funds 
of funds and multi-asset class strategies. Blackstone's four business 
segments are (1) private equity, (2) real estate, (3) hedge fund 
solutions and (4) credit.
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    \4\ The term ``Adviser'' means (i) the GSO Advisers and (ii) any 
future investment adviser that controls, is controlled by or is 
under common control with a GSO Adviser and is registered as an 
investment adviser under the Advisers Act that intends to 
participate in the Co-Investment Program (as defined below). The 
term Adviser does not include any Primary Adviser. The term 
``Primary Adviser'' means the Existing Primary Adviser or any future 
investment adviser that (i) controls, is controlled by or is under 
common control with an Adviser, (ii) is registered as an investment 
adviser under the Advisers Act, and (iii) is not an Adviser.
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    4. The GSO Advisers operate as a self-contained advisory business 
within Blackstone's credit group. Each GSO Adviser is under common 
control with GDFM and GAM, the Adviser to each of the GSO Regulated 
Funds, and collectively they conduct a single advisory business for 
purposes of the requested Order. The GSO Advisers are each either 
separately registered as investment advisers with the Commission, or 
are relying advisers that rely on the registration of another GSO 
Adviser. No GSO Adviser is a relying adviser of any Blackstone-
affiliated investment adviser from outside of the self-contained group. 
BAS is the sole Existing Primary Adviser and serves as investment 
adviser of the Existing Sub-Advised Affiliated Funds.
    5. Applicants seek an order to permit one or more Regulated Funds 
\5\ to be able to participate with one or more other Regulated Funds 
and/or one or more Affiliated Investors \6\ in the same investment 
opportunities through a proposed co-investment program where such 
participation would otherwise be prohibited under sections 17(d) and 
57(a)(4) of the Act and rule 17d-1 thereunder (the ``Co-Investment 
Program'').
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    \5\ ``Regulated Fund'' means any of the GSO Regulated Funds and 
any future closed-end management investment company (i) that has 
elected to be regulated as a BDC or is registered under the Act, 
(ii) whose investment adviser is an Adviser and (iii) who intends to 
participate in the Co-Investment Program.
    \6\ ``Affiliated Investor'' means (i) the Existing Affiliated 
Funds, (ii) any Affiliated Proprietary Account and (iii) any Future 
Affiliated Fund.
    ``Future Affiliated Fund'' means an entity (i)(A) whose 
investment adviser is an Adviser or (B) whose investment adviser is 
a Primary Adviser and whose sub-adviser is an Adviser, (ii) that 
either (A) would be an investment company but for an exemption in 
section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Act or (B) relies on 
the rule 3a-7 exemption thereunder from investment company status, 
and (iii) that intends to participate in the Co-Investment Program.
    ``Affiliated Proprietary Account'' means any account of an 
Adviser or its affiliates or any company that is an indirect, 
wholly- or majority-owned subsidiary of an Adviser or its 
affiliates, which, 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 Investors shall be deemed to 
be Affiliated Proprietary Accounts for purposes of the requested 
Order.
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    6. For purposes of the requested Order, ``Co-Investment 
Transaction'' means any transaction in which one or more Regulated 
Funds (or one or more Wholly-Owned Investment Subsidiaries, as defined 
below) participates together with one or more other Regulated Funds (or 
one or more Wholly-Owned Investment Subsidiaries, as defined below) 
and/or one or more Affiliated Investors in reliance on the requested 
Order. ``Potential Co-Investment Transaction'' means any investment 
opportunity in which a Regulated Fund (or its Wholly-Owned Investment 
Subsidiary, as defined below) could not participate together with one 
or more Affiliated Investors and/or one or more other Regulated Funds 
without obtaining and relying on the requested Order.\7\ Funds that are 
advised or sub-advised by affiliates of Blackstone other than an 
Adviser or Primary Adviser will not participate in the Co-Investment 
Program. No Primary Adviser will be the source of any Potential Co-
Investment Transactions under the requested Order. Potential Co-
Investment Transactions will not be shared outside of the Co-Investment 
Program.
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    \7\ All existing entities that currently intend to rely upon the 
requested Order have been named as applicants. Any other existing or 
future entity that subsequently relies on the Order will comply with 
the terms and conditions of the application.
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    7. Applicants state that a Regulated Fund may, from time to time, 
form a special purpose subsidiary (a ``Wholly-Owned Investment 
Subsidiary'').\8\ A Wholly-Owned Investment Subsidiary would be 
prohibited from investing in a Co-Investment Transaction with another 
Regulated Fund or any Affiliated Investor because it would be a company 
controlled by its parent Regulated Fund for purposes of sections 17(d) 
and 57(a)(4) of the Act and rule 17d-1 thereunder. Applicants request 
that a Wholly-Owned Investment Subsidiary be permitted to participate 
in Co-Investment Transactions in lieu of the applicable Regulated Fund 
and that the Wholly-Owned Investment Subsidiary's participation in any 
such transaction be treated, for purposes of the requested

[[Page 32176]]

Order, as though the parent Regulated Fund were participating directly.
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    \8\ ``Wholly-Owned Investment Subsidiary'' means an (i) whose 
sole business purpose is to hold one or more investments on behalf 
of a Regulated Fund (and, in the case of an SBIC Subsidiary (as 
defined below), maintain a license under the SBA Act (as defined 
below) and issue debentures guaranteed by the SBA (as defined 
below)); (ii) that is wholly-owned by a Regulated Fund (with such 
Regulated Fund at all times holding, beneficially and of record, 
100% of the voting and economic interests); (iii) with respect to 
which the Board of the Regulated Fund has the sole authority to make 
all determinations with respect to the Wholly-Owned Investment 
Subsidiary's participation under the conditions of the requested 
Order; and (iv) that is an entity that would be an investment 
company but for an exemption in section 3(c)(1) or 3(c)(7) of the 
Act.
    The term ``SBIC Subsidiary'' means a Wholly-Owned Investment 
Subsidiary 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 (a ``SBIC'').
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    8. When considering Potential Co-Investment Transactions for any 
Regulated Fund, an Adviser will consider only the Objectives and 
Strategies,\9\ Board-Established Criteria,\10\ investment policies, 
investment positions, capital available for investment, and other 
pertinent factors applicable to that Regulated Fund. The participation 
of a Regulated Fund in a Potential Co-Investment Transaction may only 
be approved by a Required Majority, as defined in section 57(o) of the 
Act (a ``Required Majority''), of the trustees of the Board eligible to 
vote on that Co-Investment Transaction under section 57(o) of the Act 
(the ``Eligible Trustees'').\11\ When selecting investments for the 
Affiliated Investors, an Adviser will select investments separately for 
each Affiliated Investor, considering, in each case, only the 
investment objective, investment policies, investment position, capital 
available for investment, and other pertinent factors applicable to 
that particular Affiliated Investor.
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    \9\ The term ``Objectives and Strategies'' means a Regulated 
Fund's investment objectives and strategies, as described in the 
filings made with the Commission by the Regulated Fund under the 
Securities Exchange Act of 1934, as amended, the Securities Act of 
1933, as amended (the ``1933 Act'') and the Act, and the Regulated 
Fund's reports to shareholders.
    \10\ The term ``Board-Established Criteria'' means criteria that 
the Board of the applicable Regulated Fund may establish from time 
to time to describe the characteristics of Potential Co-Investment 
Transactions regarding which an Adviser to the Regulated Fund should 
be notified under condition 1 of the requested Order. The Board-
Established Criteria will be consistent with the Regulated Fund's 
then-current 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 of the issuer, asset class of the 
investment opportunity or required commitment size, and not on 
characteristics that involve discretionary assessment. The Adviser 
to the Regulated Fund may from time to time recommend criteria for 
the applicable Board's consideration, but Board-Established Criteria 
will only become effective if approved by a majority of the Non-
Interested Trustees. The Non-Interested Trustees 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.
    \11\ The defined terms Eligible Trustees and Required Majority 
apply as if each Regulated Fund were a BDC subject to section 57(o) 
of the Act.
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    9. With respect to participation in a Potential Co-Investment 
Transaction by a Regulated Fund, the application Adviser will present 
each Potential Co-Investment Transaction and the proposed allocation of 
each investment opportunity to the Eligible Trustees. The Required 
Majority of a Regulated Fund will approve each Co-Investment 
Transaction prior to any investment by the Regulated Fund.
    10. Applicants state that the majority of the GSO Advisers' 
employees work on matters for Close Affiliates \12\ and information 
about potential investment opportunities is routinely disseminated 
among such Adviser's employees. Other than to satisfy compliance 
obligations, information regarding Potential Co-Investment Transactions 
will not be shared with Remote Affiliates,\13\ which would include 
other investment advisers that operate in other Blackstone business 
groups, except in unusual circumstances, as the Blackstone business 
groups each generally target different investment strategies or asset 
classes and there are information barrier policies in place between the 
Blackstone business groups. Applicants further note within the GSO 
Advisers, the personnel overlap and coordination among portfolio 
management teams ensures that all relevant investment opportunities 
will be brought to the attention of each Regulated Fund (as defined 
below) managed by the respective Adviser. Applicants submit that the 
GSO Advisers will receive all information regarding all investment 
opportunities that fall within the then-current Objectives and 
Strategies and Board-Established Criteria of each Regulated Fund 
managed by the respective Adviser.
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    \12\ The term ``Close Affiliate'' means the Advisers, the 
Regulated Funds, the Affiliated Investors and any other person 
described in section 57(b) of the Act (after giving effect to rule 
57b-1 thereunder) 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) of the Act.
    \13\ The term ``Remote Affiliate'' means any person described in 
section 57(e) of the Act 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.
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    11. Applicants submit that, in the event that a Potential Co-
Investment Transaction would be within the investment objectives and 
strategies of the Existing Sub-Advised Affiliated Fund, the respective 
Adviser shall have the primary responsibility for the investment, 
including making the initial investment recommendation, and day-to-day 
monitoring of the investment. Applicants further note that the Adviser 
will be responsible for complying with the conditions of the requested 
Order. Applicants state that if the Adviser and Primary Adviser agree 
that the Existing Sub-Advised Affiliated Fund should invest in the 
Potential Co-Investment Transaction and at what size of investment, 
then the Adviser would, consistent with the conditions of the requested 
Order, determine an allocation for the Regulated Funds and Affiliated 
Investors, including such Existing Sub-Advised Affiliated Fund.
    12. Applicants acknowledge that some of the Affiliated Investors 
may not be funds advised by an Adviser because they are Affiliated 
Proprietary Accounts. Applicants do not believe the participation of 
these Affiliated Proprietary Accounts in Co-Investment Transactions 
should raise issues under the conditions of the requested Order because 
allocation policies and procedures of the account owners provide that 
investment opportunities are offered to client accounts before they are 
offered to Affiliated Proprietary Accounts.
    13. Under condition 14, if an Adviser or its principals, or any 
person controlling, controlled by, or under common control with the 
Adviser or its principals, and any Affiliated Investor (collectively, 
the ``Holders'') own in the aggregate more than 25 percent of the 
outstanding voting shares of a Regulated Fund (``Shares''), then the 
Holders will vote such Shares as directed by an independent third party 
when voting on (1) the election of directors; (2) the removal of one or 
more directors; or (3) all other matters under either the Act or 
applicable state law affecting the Board's composition, size or manner 
of election.
    14. No Non-Interested Trustee of a Regulated Fund will have a 
financial interest in any Co-Investment Transaction, other than 
indirectly through share ownership in one of the Regulated Funds.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits certain affiliated persons 
of a BDC from participating in joint transactions with the BDC or a 
company controlled by a BDC in contravention of rules as prescribed by 
the Commission. Under section 57(b)(2) of the Act, any person who is 
directly or indirectly controlling, controlled by, or under common 
control with a BDC is subject to section 57(a)(4) of the Act. Section 
57(i) of the Act provides that, until the Commission prescribes rules 
under section 57(a)(4) of the Act, the Commission's rules under section 
17(d) of the Act applicable to registered closed-end investment 
companies will be deemed to apply to transactions subject to

[[Page 32177]]

section 57(a)(4) of the Act. Because the Commission has not adopted any 
rules under section 57(a)(4) of the Act, rule 17d-1 thereunder applies.
    2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
affiliated persons of a registered investment company from 
participating in joint transactions with the company unless the 
Commission has granted an order permitting such transactions. In 
passing upon applications under rule 17d-1, the Commission considers 
whether the company's participation in the joint transaction is 
consistent with the 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.
    3. Applicants state that certain transactions effected as part of 
the Co-Investment Program may be prohibited by sections 17(d) and 
57(a)(4) of the Act and rule 17d-1 thereunder without a prior exemptive 
order of the Commission to the extent that the Affiliated Investors 
fall within the category of persons described by section 17(d) or 
section 57(b) of the Act, as modified by rule 57b-1 thereunder with 
respect to a Regulated Fund. Applicants believe that the proposed terms 
and conditions will ensure would ensure that the conflicts of interest 
that section 17(d) and section 57(a)(4) of the Act were designed to 
prevent would be addressed and the standards for an order under rule 
17d-1 under the Act are met.

Applicants' Conditions

    Applicants agree that any Order granting the requested relief shall 
be subject to the following conditions:
    1. (a) Each Adviser will establish, maintain and implement policies 
and procedures reasonably designed to ensure that each Adviser is 
promptly notified, for each Regulated Fund the Adviser manages, of all 
Potential Co-Investment Transactions \14\ that (i) an Adviser considers 
for any other Regulated Fund or Affiliated Investor and (ii) fall 
within the Regulated Fund's then-current Objectives and Strategies and 
Board-Established Criteria.
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    \14\ No Primary Adviser will be the source of any Potential Co-
Investment Transactions under the requested Order.
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    (b) When an Adviser to a Regulated Fund is notified of a Potential 
Co-Investment Transaction under condition 1(a), such 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. (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 applicable Adviser 
to be invested by the applicable Regulated Fund in the Potential Co-
Investment Transaction, together with the amount proposed to be 
invested by the other participating Regulated Funds and Affiliated 
Investors, collectively, in the same transaction, exceeds the amount of 
the investment opportunity, then the investment opportunity will be 
allocated among them pro rata based on each participant's Available 
Capital up \15\ to the amount proposed to be invested by each. The 
applicable Adviser will provide the Eligible Trustees of each 
participating Regulated Fund with information concerning each 
participating party's Available Capital to assist the Eligible Trustees 
with their review of the Regulated Fund's investments for compliance 
with these allocation procedures.
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    \15\ ``Available Capital'' means (a) for each Regulated Entity, 
the amount of capital available for investment determined based on 
the amount of cash on hand, liquidity considerations, existing 
commitments and reserves, if any, the targeted leverage level, 
targeted asset mix, risk return and target-return profile, tax 
implications, regulatory or contractual restrictions or consequences 
and other investment policies and restrictions set from time to time 
by the Board of the applicable Regulated Entity or imposed by 
applicable laws, rules, regulations or interpretations, and (b) for 
each Affiliated Investor, the amount of capital available for 
investment determined based on the amount of cash on hand, liquidity 
considerations, existing commitments and reserves, if any, the 
targeted leverage level, targeted asset mix, risk return and target-
return profile, tax implications, regulatory or contractual 
restrictions or consequences and other investment policies and 
restrictions set from time to time by the Affiliated Investors' 
directors, general partners, or adviser or imposed by applicable 
laws, rules, regulations or interpretations.
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    (c) After making the determinations required in conditions 1 and 
2(a), the applicable Adviser will distribute written information 
concerning the Potential Co-Investment Transaction (including the 
amount proposed to be invested by each participating Regulated Fund and 
Affiliated Investor) to the Eligible Trustees of each participating 
Regulated Fund for their consideration. A Regulated Fund will co-invest 
with one or more other Regulated Funds and/or one or more Affiliated 
Investors 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 Potential Co-Investment Transaction, including 
the consideration to be paid, are reasonable and fair to the Regulated 
Fund and its shareholders and do not involve overreaching in respect of 
the Regulated Fund or its shareholders on the part of any person 
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) the interests of the shareholders of the Regulated Fund; and
    (B) the Regulated Fund's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Funds or Affiliated 
Investors 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 other Regulated Funds or Affiliated 
Investors; provided that, if any other Regulated Fund or Affiliated 
Investor, but not the Regulated Fund itself, gains the right to 
nominate a director for election to a portfolio company's board of 
directors or the right to have a board observer or any similar right to 
participate in the governance or management of the portfolio company, 
such event shall not be interpreted to prohibit the Required Majority 
from reaching the conclusions required by this condition (2)(c)(iii), 
if:
    (A) The Eligible Trustees will have the right to ratify the 
selection of such director or board observer, if any;
    (B) the applicable 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
    (C) any fees or other compensation that any Affiliated Investor or 
any Regulated Fund or any affiliated person of any Affiliated Investor 
or any Regulated Fund receives in connection with the right of an 
Affiliated Investor or a Regulated Fund to nominate a director or 
appoint a board observer or otherwise to participate in the governance 
or management of the portfolio company will be shared proportionately 
among the participating Affiliated Investors (who each may, in turn, 
share its portion with its affiliated persons), and the participating 
Regulated Funds in accordance with the amount of each party's 
investment; and
    (iv) the proposed investment by the Regulated Fund will not benefit 
the Advisers, the Affiliated Investors, the other Regulated Funds or 
any Primary Adviser or any affiliated person of any

[[Page 32178]]

of them (other than the parties to the Co-Investment Transaction), 
except
    (A) to the extent permitted by condition 13;
    (B) to the extent permitted by section 17(e) or 57(k) of the Act, 
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)(C).
    3. 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. The applicable Adviser will present to the Board of each 
Regulated Fund, on a quarterly basis, a record of all investments in 
Potential Co-Investment Transactions made by any of the other Regulated 
Funds or Affiliated Investors 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 the investment opportunities 
were not offered to the Regulated Fund. All information presented to 
the 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.
    5. Except for Follow-On Investments made in accordance with 
Condition 8,\16\ a Regulated Fund will not invest in reliance on the 
Order in any issuer in which a Related Party \17\ has an investment. 
The Adviser will maintain books and records that demonstrate compliance 
with this condition for each Regulated Fund.
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    \16\ This exception applies only to Follow-On Investments by a 
Regulated Fund in issuers in which that Regulated Fund already holds 
investments.
    \17\ The term ``Related Party'' means (i) any Close Affiliate 
and (ii) in respect of matters as to which any Adviser has 
knowledge, any Remote Affiliate.
---------------------------------------------------------------------------

    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of 
securities to be purchased, settlement date, and registration rights 
will be the same for each participating Regulated Fund and Affiliated 
Investor. The grant to an Affiliated Investor or another Regulated 
Fund, but not the 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 6, if 
conditions 2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Affiliated Investor or any Regulated Fund elects to 
sell, exchange or otherwise dispose of an interest in a security that 
was acquired in a Co-Investment Transaction, the applicable Adviser 
will: \18\
---------------------------------------------------------------------------

    \18\ Any Affiliated Proprietary Account that is not advised by 
an Adviser is itself deemed to be an Adviser for purposes of 
Conditions 7(a)(i) and 8(a)(i).
---------------------------------------------------------------------------

    (i) notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed disposition at the earliest 
practical time; and
    (ii) formulate a recommendation as to participation by each 
Regulated Fund in the disposition.
    (b) 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 participating 
Affiliated Investors and Regulated Funds.
    (c) A Regulated Fund may participate in such disposition without 
obtaining prior approval of the Required Majority if: (i) The proposed 
participation of each Regulated Fund and each Affiliated Investor in 
such disposition is proportionate to its outstanding investments in the 
issuer immediately preceding the disposition; (ii) 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 
(iii) the Board of the Regulated Fund is provided on a quarterly basis 
with a list of all dispositions made in accordance with this condition. 
In all other cases, the Adviser will provide its written recommendation 
as to the Regulated Fund's participation to the Eligible Trustees, 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.
    (d) Each Affiliated Investor and each Regulated Fund will bear its 
own expenses in connection with any such disposition.
    8. (a) If any Affiliated Investor or any Regulated Fund desires to 
make a Follow-On Investment in a portfolio company whose securities 
were acquired in a Co-Investment Transaction, the applicable Advisers 
will:
    (i) Notify each Regulated Fund that participated in the Co-
Investment Transaction of the proposed transaction at the earliest 
practicable time; and
    (ii) formulate a recommendation as to the proposed participation, 
including the amount of the proposed Follow-On Investment, by each 
Regulated Fund.
    (b) A Regulated Fund may participate in such Follow-On Investment 
without obtaining prior approval of the Required Majority if: (i) the 
proposed participation of each Regulated Fund and each Affiliated 
Investor in such investment is proportionate to its outstanding 
investments in the issuer immediately preceding the Follow-On 
Investment; and (ii) 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 the application). In all other cases, the Adviser 
will provide its written recommendation as to the Regulated Fund's 
participation to the Eligible Trustees, and the Regulated Fund will 
participate in such Follow-On Investment solely to the extent that a 
Required Majority determines that it is in the Regulated Fund's best 
interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Regulated 
Funds' and the Affiliated Investors' outstanding investments 
immediately preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the applicable Adviser to 
be invested by the applicable Regulated Fund in the Follow-On 
Investment, together with the amount proposed to be invested by the 
other participating Regulated Funds and Affiliated Investors, 
collectively, in the same transaction, exceeds the amount of the 
investment opportunity; then the amount invested by each such party 
will be allocated among them pro rata based on each party's Available 
Capital, up to the amount proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this 
condition will be considered a Co-Investment Transaction for all 
purposes and subject to the other conditions set forth in the 
application.
    9. The Non-Interested Trustees of each Regulated Fund will be 
provided quarterly for review all information concerning Potential Co-
Investment Transactions that fell within the Regulated Fund's then-
current Objectives and Strategies and Board-Established Criteria, 
including investments in Potential Co-Investment Transactions made by 
other Regulated Funds or Affiliated Investors that the

[[Page 32179]]

Regulated Fund considered but declined to participate in, and 
concerning Co-Investment Transactions in which the Regulated Fund 
participated, so that the Non-Interested Trustees may determine whether 
all Potential Co-Investment Transactions and Co-Investment Transactions 
during the preceding quarter, including those Potential Co-Investment 
Transactions which the Regulated Fund considered but declined to 
participate in, comply with the conditions of the Order. In addition, 
the Non-Interested Trustees will consider at least annually: (a) The 
continued appropriateness for the Regulated Fund of participating in 
new and existing Co-Investment Transactions, and (b) the continued 
appropriateness of any Board-Established Criteria.
    10. 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) of the Act.
    11. No Non-Interested Trustee of a Regulated Fund will also be a 
director, general partner, managing member or principal, or otherwise 
an ``affiliated person'' (as defined in the Act) of any of the 
Affiliated Investors.
    12. The expenses, if any, associated with acquiring, holding or 
disposing of any securities acquired in a Co-Investment Transaction 
(including, without limitation, the expenses of the distribution of any 
such securities registered for sale under the 1933 Act) will, to the 
extent not payable by the Advisers under their respective investment 
advisory agreements with Affiliated Investors and the Regulated Funds, 
be shared by the Regulated Funds and the Affiliated Investors in 
proportion to the relative amounts of the securities held or to be 
acquired or disposed of, as the case may be.
    13. Any transaction fee \19\ (including break-up, structuring, 
monitoring or commitment fees but excluding broker's fees contemplated 
by section 17(e) or 57(k) of the Act, as applicable), received in 
connection with a Co-Investment Transaction will be distributed to the 
participating Regulated Funds and Affiliated Investors 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) of 
the Act, and the account will earn a competitive rate of interest that 
will also be divided pro rata among the participating Regulated Funds 
and Affiliated Investors based on the amount they invest in such Co-
Investment Transaction. None of the Advisers, the Primary Advisers, the 
Affiliated Investors, the other Regulated Funds nor any affiliated 
person of the Regulated Funds or Affiliated Investors will receive 
additional compensation or remuneration of any kind as a result of or 
in connection with a Co-Investment Transaction (other than (a) in the 
case of the Regulated Funds and the Affiliated Investors, the pro rata 
transaction fees described above and fees or other compensation 
described in condition 2(c)(iii)(C), and (b) in the case of an Adviser 
or Primary Adviser, investment advisory fees paid in accordance with 
their respective agreements between the Advisers and the Regulated Fund 
or Affiliated Investor).
---------------------------------------------------------------------------

    \19\ Applicants are not requesting and the staff is not 
providing any relief for transaction fees received in connection 
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    14. If the Holders own in the aggregate more than 25% of the 
Shares, then the Holders will vote such Shares as directed by an 
independent third party when voting on (1) the election of trustees; 
(2) the removal of one or more trustees; or (3) all other matters under 
either the Act or applicable state law affecting the Board's 
composition, size or manner of election.
    15. Each Regulated Fund's chief compliance officer, as defined in 
rule 38a-1(a)(4) under the Act, 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.
    16. The Affiliated Proprietary Accounts will not be permitted to 
invest in a Potential Co-Investment Transaction except to the extent 
the aggregate demand from the Regulated Funds and the other Affiliated 
Investors is less than the total investment opportunity.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-14844 Filed 7-10-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               32174                        Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices

                                               III. Date of Effectiveness of the                        inspection and copying at the principal                   adviser to BGSL; the investment
                                               Proposed Rule Change and Timing for                      office of the Exchange. All comments                      advisers set forth in Schedule A to the
                                               Commission Action                                        received will be posted without change.                   application (together with GDFM and
                                                 Within 45 days of the date of                          Persons submitting comments are                           GAM, the ‘‘GSO Advisers’’); the Existing
                                               publication of this notice in the Federal                cautioned that we do not redact or edit                   Affiliated Funds set forth on Schedule
                                               Register or up to 90 days (i) as the                     personal identifying information from                     A to the application 1; and Blackstone
                                               Commission may designate if it finds                     comment submissions. You should                           Alternative Solutions L.L.C. (‘‘BAS’’).
                                               such longer period to be appropriate                     submit only information that you wish                     FILING DATES: The application was filed
                                               and publishes its reasons for so finding                 to make available publicly. All                           on October 13, 2017, and amended on
                                               or (ii) as to which the self-regulatory                  submissions should refer to File                          June 25, 2018. Applicants have agreed
                                               organization consents, the Commission                    Number SR–NYSE–2018–31 and should                         to file an amendment during the notice
                                               will:                                                    be submitted on or before August 1,                       period, the substance of which is
                                                 (A) By order approve or disapprove                     2018.                                                     reflected in this notice.
                                               the proposed rule change, or                               For the Commission, by the Division of                  HEARING OR NOTIFICATION OF HEARING:
                                                 (B) institute proceedings to determine                 Trading and Markets, pursuant to delegated                An order granting the requested relief
                                               whether the proposed rule change                         authority.12                                              will be issued unless the Commission
                                               should be disapproved.                                   Eduardo A. Aleman,                                        orders a hearing. Interested persons may
                                                                                                        Assistant Secretary.                                      request a hearing by writing to the
                                               IV. Solicitation of Comments                                                                                       Commission’s Secretary and serving
                                                                                                        [FR Doc. 2018–14850 Filed 7–10–18; 8:45 am]
                                                 Interested persons are invited to                      BILLING CODE 8011–01–P                                    applicants with a copy of the request,
                                               submit written data, views, and                                                                                    personally or by mail. Hearing requests
                                               arguments concerning the foregoing,                                                                                should be received by the Commission
                                               including whether the proposed rule                      SECURITIES AND EXCHANGE                                   by 5:30 p.m. on July 30, 2018, and
                                               change is consistent with the Act.                       COMMISSION                                                should be accompanied by proof of
                                               Comments may be submitted by any of                                                                                service on applicants, in the form of an
                                                                                                        [Investment Company Act Release No.
                                               the following methods:                                   33149; 812–14835]
                                                                                                                                                                  affidavit or, for lawyers, a certificate of
                                                                                                                                                                  service. Pursuant to rule 0–5 under the
                                               Electronic Comments
                                                                                                        Blackstone/GSO Floating Rate                              Act, hearing requests should state the
                                                 • Use the Commission’s internet                        Enhanced Income Fund, et al.                              nature of the writer’s interest, any facts
                                               comment form (http://www.sec.gov/                                                                                  bearing upon the desirability of a
                                               rules/sro.shtml); or                                     July 6, 2018.                                             hearing on the matter, the reason for the
                                                 • Send an email to rule-comments@                      AGENCY: Securities and Exchange                           request, and the issues contested.
                                               sec.gov. Please include File Number SR–                  Commission (‘‘Commission’’).                              Persons who wish to be notified of a
                                               NYSE–2018–31 on the subject line.                        ACTION: Notice.                                           hearing may request notification by
                                               Paper Comments                                                                                                     writing to the Commission’s Secretary.
                                                                                                           Notice of application for an order                     ADDRESSES: Secretary, U.S. Securities
                                                  • Send paper comments in triplicate                   under sections 17(d) and 57(i) of the                     and Exchange Commission, 100 F St.
                                               to Secretary, Securities and Exchange                    Investment Company Act of 1940 (the                       NE, Washington, DC 20549–1090.
                                               Commission, 100 F Street NE,                             ‘‘Act’’) and rule 17d–1 under the Act to                  Applicants: 345 Park Avenue, New
                                               Washington, DC 20549–1090.                               permit certain joint transactions                         York, New York 10154.
                                               All submissions should refer to File                     otherwise prohibited by sections 17(d)
                                                                                                                                                                  FOR FURTHER INFORMATION CONTACT:
                                               Number SR–NYSE–2018–31. This file                        and 57(a)(4) of the Act and rule 17d–1
                                                                                                        under the Act.                                            Asen Parachkevov, Senior Counsel, or
                                               number should be included on the                                                                                   David J. Marcinkus, Branch Chief, at
                                               subject line if email is used. To help the               SUMMARY OF APPLICATION: Applicants
                                                                                                                                                                  (202) 551–6821 (Chief Counsel’s Office,
                                               Commission process and review your                       request an order to permit business                       Division of Investment Management).
                                               comments more efficiently, please use                    development companies (‘‘BDCs’’) and
                                                                                                                                                                  SUPPLEMENTARY INFORMATION: The
                                               only one method. The Commission will                     closed-end management investment
                                                                                                        companies to co-invest in portfolio                       following is a summary of the
                                               post all comments on the Commission’s
                                                                                                        companies with each other and with                        application. The complete application
                                               internet website (http://www.sec.gov/
                                                                                                        certain affiliated investment funds and                   may be obtained via the Commission’s
                                               rules/sro.shtml). Copies of the
                                                                                                        accounts.                                                 website by searching for the file
                                               submission, all subsequent
                                                                                                                                                                  number, or for an applicant using the
                                               amendments, all written statements                       APPLICANTS: Blackstone/GSO Floating
                                                                                                                                                                  Company name box, at http://
                                               with respect to the proposed rule                        Rate Enhanced Income Fund
                                               change that are filed with the                           (‘‘BGFREI’’); Blackstone/GSO Long-                           1 The Existing Affiliated Funds, together with
                                               Commission, and all written                              Short Credit Income Fund (‘‘BGX’’);                       their direct and indirect wholly-owned subsidiaries,
                                               communications relating to the                           Blackstone/GSO Senior Floating Rate                       are entities (i) (A) whose primary investment
                                               proposed rule change between the                         Term Fund (‘‘BSL’’); Blackstone/GSO                       adviser is a GSO Adviser or (B) whose primary
                                                                                                                                                                  investment adviser is a registered investment
                                               Commission and any person, other than                    Strategic Credit Fund (‘‘BGB’’);                          adviser that controls, is controlled by or is under
                                               those that may be withheld from the                      Blackstone/GSO Secured Lending Fund                       common control with an Adviser (as defined
                                               public in accordance with the                            (‘‘BGSL,’’ and together with BGFREI,                      below), but is itself not an Adviser (each, an
                                               provisions of 5 U.S.C. 552, will be                      BGX, BSL, BGB, the ‘‘GSO Regulated                        ‘‘Existing Primary Adviser’’), and whose sub-
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                                  adviser is an Adviser (each, an ‘‘Existing Sub-
                                               available for website viewing and                        Funds’’); GSO/Blackstone Debt Funds                       Advised Affiliated Fund’’) and (ii) that either (A)
                                               printing in the Commission’s Public                      Management LLC (‘‘GDFM’’), the                            would be an investment company but for section
                                               Reference Room, 100 F Street NE,                         investment adviser to BGFREI, BGX,                        3(c)(1) or 3(c)(7) of the Act or (B) rely on the rule
                                               Washington, DC 20549 on official                         BSL and BGB; GSO Asset Management                         3a–7 exemption thereunder from investment
                                                                                                                                                                  company status. The sole Existing Primary Adviser
                                               business days between the hours of                       LLC (‘‘GAM’’), the proposed investment                    is BAS. Each of the Existing Sub-Advised Affiliated
                                               10:00 a.m. and 3:00 p.m. Copies of the                                                                             Funds are sub-advised by GSO Capital Partners LP,
                                               filing also will be available for                             12 17   CFR 200.30–3(a)(12).                         a GSO Adviser.



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                                                                             Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices                                                          32175

                                               www.sec.gov/search/search.htm or by                      (1) private equity, (2) real estate, (3)                 below) and/or one or more Affiliated
                                               calling (202) 551–8090.                                  hedge fund solutions and (4) credit.                     Investors in reliance on the requested
                                                                                                          4. The GSO Advisers operate as a self-                 Order. ‘‘Potential Co-Investment
                                               Applicants’ Representations                              contained advisory business within                       Transaction’’ means any investment
                                                  1. BGFREI, BGX, BSL and BGB, each                     Blackstone’s credit group. Each GSO                      opportunity in which a Regulated Fund
                                               a Delaware statutory trust, are externally               Adviser is under common control with                     (or its Wholly-Owned Investment
                                               managed, diversified, closed-end                         GDFM and GAM, the Adviser to each of                     Subsidiary, as defined below) could not
                                               management investment companies.                         the GSO Regulated Funds, and                             participate together with one or more
                                               Each of BGFREI’s and BGX’s investment                    collectively they conduct a single                       Affiliated Investors and/or one or more
                                                                                                        advisory business for purposes of the                    other Regulated Funds without
                                               objective is to provide current income,
                                                                                                        requested Order. The GSO Advisers are                    obtaining and relying on the requested
                                               with a secondary objective of capital
                                                                                                        each either separately registered as                     Order.7 Funds that are advised or sub-
                                               appreciation. Each of BSL’s and BGB’s
                                                                                                        investment advisers with the
                                               investment objective is to seek high                                                                              advised by affiliates of Blackstone other
                                                                                                        Commission, or are relying advisers that
                                               current income, with a secondary                                                                                  than an Adviser or Primary Adviser will
                                                                                                        rely on the registration of another GSO
                                               objective to seek preservation of capital,                                                                        not participate in the Co-Investment
                                                                                                        Adviser. No GSO Adviser is a relying
                                               consistent with its primary goal of high                                                                          Program. No Primary Adviser will be
                                                                                                        adviser of any Blackstone-affiliated
                                               current income. Each of BGFREI, BGX,                                                                              the source of any Potential Co-
                                                                                                        investment adviser from outside of the
                                               BSL and BGB have a five-member                                                                                    Investment Transactions under the
                                                                                                        self-contained group. BAS is the sole
                                               Board, of which four members are Non-                                                                             requested Order. Potential Co-
                                                                                                        Existing Primary Adviser and serves as
                                               Interested Trustees.2                                    investment adviser of the Existing Sub-                  Investment Transactions will not be
                                                  2. BGSL is a Delaware statutory trust                 Advised Affiliated Funds.                                shared outside of the Co-Investment
                                               that intends to file an election to be                     5. Applicants seek an order to permit                  Program.
                                               regulated as a business development                      one or more Regulated Funds 5 to be                         7. Applicants state that a Regulated
                                               company (‘‘BDC’’) under the Act.3                        able to participate with one or more                     Fund may, from time to time, form a
                                               BGSL’s investment objective is to seek                   other Regulated Funds and/or one or                      special purpose subsidiary (a ‘‘Wholly-
                                               high current income, with a secondary                    more Affiliated Investors 6 in the same                  Owned Investment Subsidiary’’).8 A
                                               objective to seek preservation of capital,               investment opportunities through a                       Wholly-Owned Investment Subsidiary
                                               consistent with its primary goal of high                 proposed co-investment program where                     would be prohibited from investing in a
                                               current income. BGSL will have a                         such participation would otherwise be                    Co-Investment Transaction with another
                                               seven-member Board, of which four                        prohibited under sections 17(d) and                      Regulated Fund or any Affiliated
                                               members will be Non-Interested                           57(a)(4) of the Act and rule 17d–1                       Investor because it would be a company
                                               Trustees.                                                thereunder (the ‘‘Co-Investment                          controlled by its parent Regulated Fund
                                                  3. Each Adviser 4 is a subsidiary of                  Program’’).                                              for purposes of sections 17(d) and
                                                                                                          6. For purposes of the requested
                                               The Blackstone Group, L.P.                                                                                        57(a)(4) of the Act and rule 17d–1
                                                                                                        Order, ‘‘Co-Investment Transaction’’
                                               (‘‘Blackstone’’). Blackstone is a leading                                                                         thereunder. Applicants request that a
                                                                                                        means any transaction in which one or
                                               global alternative asset manager, whose                                                                           Wholly-Owned Investment Subsidiary
                                                                                                        more Regulated Funds (or one or more
                                               alternative asset management businesses                                                                           be permitted to participate in Co-
                                                                                                        Wholly-Owned Investment Subsidiaries,
                                               include investment vehicles focused on                                                                            Investment Transactions in lieu of the
                                                                                                        as defined below) participates together
                                               private equity, real estate, hedge fund                                                                           applicable Regulated Fund and that the
                                                                                                        with one or more other Regulated Funds
                                               solutions, non-investment grade credit,                                                                           Wholly-Owned Investment Subsidiary’s
                                                                                                        (or one or more Wholly-Owned
                                               secondary private equity funds of funds                                                                           participation in any such transaction be
                                                                                                        Investment Subsidiaries, as defined
                                               and multi-asset class strategies.                                                                                 treated, for purposes of the requested
                                               Blackstone’s four business segments are                     5 ‘‘Regulated Fund’’ means any of the GSO

                                                                                                        Regulated Funds and any future closed-end                   7 All existing entities that currently intend to rely
                                                 2 ‘‘Board’’ means the board of trustees (or            management investment company (i) that has               upon the requested Order have been named as
                                               equivalent) of the GSO Regulated Funds and any           elected to be regulated as a BDC or is registered        applicants. Any other existing or future entity that
                                               other Regulated Fund (as defined below).                 under the Act, (ii) whose investment adviser is an       subsequently relies on the Order will comply with
                                                  ‘‘Non-Interested Trustees’’ means the Non-            Adviser and (iii) who intends to participate in the      the terms and conditions of the application.
                                               Interested Trustees of the GSO Regulated Funds and       Co-Investment Program.                                      8 ‘‘Wholly-Owned Investment Subsidiary’’ means
                                               any other Regulated Fund who are not ‘‘interested           6 ‘‘Affiliated Investor’’ means (i) the Existing
                                                                                                                                                                 an (i) whose sole business purpose is to hold one
                                               persons’’ within the meaning of section 2(a)(19) of      Affiliated Funds, (ii) any Affiliated Proprietary        or more investments on behalf of a Regulated Fund
                                               the Act.                                                 Account and (iii) any Future Affiliated Fund.            (and, in the case of an SBIC Subsidiary (as defined
                                                  3 Section 2(a)(48) defines a BDC to be any closed-       ‘‘Future Affiliated Fund’’ means an entity (i)(A)     below), maintain a license under the SBA Act (as
                                               end investment company that operates for the             whose investment adviser is an Adviser or (B)            defined below) and issue debentures guaranteed by
                                               purpose of making investments in securities              whose investment adviser is a Primary Adviser and        the SBA (as defined below)); (ii) that is wholly-
                                               described in sections 55(a)(1) through 55(a)(3) of the   whose sub-adviser is an Adviser, (ii) that either (A)    owned by a Regulated Fund (with such Regulated
                                               Act and makes available significant managerial           would be an investment company but for an                Fund at all times holding, beneficially and of
                                               assistance with respect to the issuers of such           exemption in section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of   record, 100% of the voting and economic interests);
                                               securities.                                              the Act or (B) relies on the rule 3a–7 exemption         (iii) with respect to which the Board of the
                                                  4 The term ‘‘Adviser’’ means (i) the GSO Advisers     thereunder from investment company status, and           Regulated Fund has the sole authority to make all
                                               and (ii) any future investment adviser that controls,    (iii) that intends to participate in the Co-Investment   determinations with respect to the Wholly-Owned
                                               is controlled by or is under common control with         Program.                                                 Investment Subsidiary’s participation under the
                                               a GSO Adviser and is registered as an investment            ‘‘Affiliated Proprietary Account’’ means any          conditions of the requested Order; and (iv) that is
daltland on DSKBBV9HB2PROD with NOTICES




                                               adviser under the Advisers Act that intends to           account of an Adviser or its affiliates or any           an entity that would be an investment company but
                                               participate in the Co-Investment Program (as             company that is an indirect, wholly- or majority-        for an exemption in section 3(c)(1) or 3(c)(7) of the
                                               defined below). The term Adviser does not include        owned subsidiary of an Adviser or its affiliates,        Act.
                                               any Primary Adviser. The term ‘‘Primary Adviser’’        which, from time to time, may hold various                  The term ‘‘SBIC Subsidiary’’ means a Wholly-
                                               means the Existing Primary Adviser or any future         financial assets in a principal capacity. For the        Owned Investment Subsidiary that is licensed by
                                               investment adviser that (i) controls, is controlled by   avoidance of doubt, neither the Regulated Funds          the Small Business Administration (the ‘‘SBA’’) to
                                               or is under common control with an Adviser, (ii)         nor the Affiliated Investors shall be deemed to be       operate under the Small Business Investment Act of
                                               is registered as an investment adviser under the         Affiliated Proprietary Accounts for purposes of the      1958, as amended, (the ‘‘SBA Act’’) as a small
                                               Advisers Act, and (iii) is not an Adviser.               requested Order.                                         business investment company (a ‘‘SBIC’’).



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                                               32176                         Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices

                                               Order, as though the parent Regulated                    Investment Transaction and the                           Applicants state that if the Adviser and
                                               Fund were participating directly.                        proposed allocation of each investment                   Primary Adviser agree that the Existing
                                                 8. When considering Potential Co-                      opportunity to the Eligible Trustees. The                Sub-Advised Affiliated Fund should
                                               Investment Transactions for any                          Required Majority of a Regulated Fund                    invest in the Potential Co-Investment
                                               Regulated Fund, an Adviser will                          will approve each Co-Investment                          Transaction and at what size of
                                               consider only the Objectives and                         Transaction prior to any investment by                   investment, then the Adviser would,
                                               Strategies,9 Board-Established Criteria,10               the Regulated Fund.                                      consistent with the conditions of the
                                               investment policies, investment                             10. Applicants state that the majority                requested Order, determine an
                                               positions, capital available for                         of the GSO Advisers’ employees work                      allocation for the Regulated Funds and
                                               investment, and other pertinent factors                  on matters for Close Affiliates 12 and                   Affiliated Investors, including such
                                               applicable to that Regulated Fund. The                   information about potential investment                   Existing Sub-Advised Affiliated Fund.
                                               participation of a Regulated Fund in a                   opportunities is routinely disseminated                     12. Applicants acknowledge that
                                               Potential Co-Investment Transaction                      among such Adviser’s employees. Other                    some of the Affiliated Investors may not
                                               may only be approved by a Required                       than to satisfy compliance obligations,                  be funds advised by an Adviser because
                                               Majority, as defined in section 57(o) of                 information regarding Potential Co-                      they are Affiliated Proprietary Accounts.
                                               the Act (a ‘‘Required Majority’’), of the                Investment Transactions will not be                      Applicants do not believe the
                                               trustees of the Board eligible to vote on                shared with Remote Affiliates,13 which                   participation of these Affiliated
                                               that Co-Investment Transaction under                     would include other investment                           Proprietary Accounts in Co-Investment
                                               section 57(o) of the Act (the ‘‘Eligible                 advisers that operate in other Blackstone                Transactions should raise issues under
                                               Trustees’’).11 When selecting                            business groups, except in unusual                       the conditions of the requested Order
                                               investments for the Affiliated Investors,                circumstances, as the Blackstone                         because allocation policies and
                                               an Adviser will select investments                       business groups each generally target                    procedures of the account owners
                                               separately for each Affiliated Investor,                 different investment strategies or asset                 provide that investment opportunities
                                               considering, in each case, only the                      classes and there are information barrier                are offered to client accounts before they
                                               investment objective, investment                         policies in place between the Blackstone                 are offered to Affiliated Proprietary
                                               policies, investment position, capital                   business groups. Applicants further note                 Accounts.
                                               available for investment, and other                      within the GSO Advisers, the personnel                      13. Under condition 14, if an Adviser
                                               pertinent factors applicable to that                     overlap and coordination among                           or its principals, or any person
                                               particular Affiliated Investor.                          portfolio management teams ensures                       controlling, controlled by, or under
                                                 9. With respect to participation in a                  that all relevant investment                             common control with the Adviser or its
                                               Potential Co-Investment Transaction by                   opportunities will be brought to the                     principals, and any Affiliated Investor
                                               a Regulated Fund, the application                        attention of each Regulated Fund (as                     (collectively, the ‘‘Holders’’) own in the
                                               Adviser will present each Potential Co-                  defined below) managed by the                            aggregate more than 25 percent of the
                                                                                                        respective Adviser. Applicants submit                    outstanding voting shares of a Regulated
                                                  9 The term ‘‘Objectives and Strategies’’ means a
                                                                                                        that the GSO Advisers will receive all                   Fund (‘‘Shares’’), then the Holders will
                                               Regulated Fund’s investment objectives and               information regarding all investment                     vote such Shares as directed by an
                                               strategies, as described in the filings made with the
                                               Commission by the Regulated Fund under the               opportunities that fall within the then-                 independent third party when voting on
                                               Securities Exchange Act of 1934, as amended, the         current Objectives and Strategies and                    (1) the election of directors; (2) the
                                               Securities Act of 1933, as amended (the ‘‘1933 Act’’)    Board-Established Criteria of each                       removal of one or more directors; or (3)
                                               and the Act, and the Regulated Fund’s reports to         Regulated Fund managed by the                            all other matters under either the Act or
                                               shareholders.
                                                  10 The term ‘‘Board-Established Criteria’’ means      respective Adviser.                                      applicable state law affecting the
                                               criteria that the Board of the applicable Regulated         11. Applicants submit that, in the                    Board’s composition, size or manner of
                                               Fund may establish from time to time to describe         event that a Potential Co-Investment                     election.
                                               the characteristics of Potential Co-Investment           Transaction would be within the                             14. No Non-Interested Trustee of a
                                               Transactions regarding which an Adviser to the           investment objectives and strategies of                  Regulated Fund will have a financial
                                               Regulated Fund should be notified under condition
                                               1 of the requested Order. The Board-Established          the Existing Sub-Advised Affiliated                      interest in any Co-Investment
                                               Criteria will be consistent with the Regulated           Fund, the respective Adviser shall have                  Transaction, other than indirectly
                                               Fund’s then-current Objectives and Strategies. If no     the primary responsibility for the                       through share ownership in one of the
                                               Board-Established Criteria are in effect, then the       investment, including making the initial                 Regulated Funds.
                                               Regulated Fund’s Adviser will be notified of all
                                               Potential Co-Investment Transactions that fall           investment recommendation, and day-
                                                                                                                                                                 Applicants’ Legal Analysis
                                               within the Regulated Fund’s then current                 to-day monitoring of the investment.
                                               Objectives and Strategies. Board-Established             Applicants further note that the Adviser                   1. Section 57(a)(4) of the Act prohibits
                                               Criteria will be objective and testable, meaning that    will be responsible for complying with                   certain affiliated persons of a BDC from
                                               they will be based on observable information, such                                                                participating in joint transactions with
                                               as industry/sector of the issuer, minimum earnings       the conditions of the requested Order.
                                               before interest, taxes, depreciation, and                                                                         the BDC or a company controlled by a
                                               amortization of the issuer, asset class of the             12 The term ‘‘Close Affiliate’’ means the Advisers,    BDC in contravention of rules as
                                               investment opportunity or required commitment            the Regulated Funds, the Affiliated Investors and        prescribed by the Commission. Under
                                               size, and not on characteristics that involve            any other person described in section 57(b) of the       section 57(b)(2) of the Act, any person
                                               discretionary assessment. The Adviser to the             Act (after giving effect to rule 57b-1 thereunder) in
                                               Regulated Fund may from time to time recommend           respect of any Regulated Fund (treating any              who is directly or indirectly controlling,
                                               criteria for the applicable Board’s consideration, but   registered investment company or series thereof as       controlled by, or under common control
                                               Board-Established Criteria will only become              a BDC for this purpose) except for limited partners      with a BDC is subject to section 57(a)(4)
                                               effective if approved by a majority of the Non-          included solely by reason of the reference in section    of the Act. Section 57(i) of the Act
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                                               Interested Trustees. The Non-Interested Trustees of      57(b) to section 2(a)(3)(D) of the Act.
                                               a Regulated Fund may at any time rescind, suspend          13 The term ‘‘Remote Affiliate’’ means any person      provides that, until the Commission
                                               or qualify its approval of any Board-Established         described in section 57(e) of the Act in respect of      prescribes rules under section 57(a)(4)
                                               Criteria, though Applicants anticipate that, under       any Regulated Fund (treating any registered              of the Act, the Commission’s rules
                                               normal circumstances, the Board would not modify         investment company or series thereof as a BDC for        under section 17(d) of the Act
                                               these criteria more often than quarterly.                this purpose) and any limited partner holding 5%
                                                  11 The defined terms Eligible Trustees and            or more of the relevant limited partner interests that
                                                                                                                                                                 applicable to registered closed-end
                                               Required Majority apply as if each Regulated Fund        would be a Close Affiliate but for the exclusion in      investment companies will be deemed
                                               were a BDC subject to section 57(o) of the Act.          that definition.                                         to apply to transactions subject to


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                                                                            Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices                                                 32177

                                               section 57(a)(4) of the Act. Because the                 Regulated Fund’s then-current                                (i) The terms of the Potential Co-
                                               Commission has not adopted any rules                     circumstances.                                            Investment Transaction, including the
                                               under section 57(a)(4) of the Act, rule                     2. (a) If the Adviser deems a Regulated                consideration to be paid, are reasonable
                                               17d–1 thereunder applies.                                Fund’s participation in any Potential                     and fair to the Regulated Fund and its
                                                  2. Section 17(d) of the Act and rule                  Co-Investment Transaction to be                           shareholders and do not involve
                                               17d–1 under the Act prohibit affiliated                  appropriate for the Regulated Fund, it                    overreaching in respect of the Regulated
                                               persons of a registered investment                       will then determine an appropriate level                  Fund or its shareholders on the part of
                                               company from participating in joint                      of investment for the Regulated Fund.                     any person concerned;
                                               transactions with the company unless                                                                                  (ii) the Potential Co-Investment
                                                                                                           (b) If the aggregate amount
                                               the Commission has granted an order                                                                                Transaction is consistent with:
                                                                                                        recommended by the applicable Adviser                        (A) the interests of the shareholders of
                                               permitting such transactions. In passing                 to be invested by the applicable
                                               upon applications under rule 17d–1, the                                                                            the Regulated Fund; and
                                                                                                        Regulated Fund in the Potential Co-                          (B) the Regulated Fund’s then-current
                                               Commission considers whether the                         Investment Transaction, together with                     Objectives and Strategies;
                                               company’s participation in the joint                     the amount proposed to be invested by                        (iii) the investment by any other
                                               transaction is consistent with the                       the other participating Regulated Funds                   Regulated Funds or Affiliated Investors
                                               provisions, policies, and purposes of the                and Affiliated Investors, collectively, in                would not disadvantage the Regulated
                                               Act and the extent to which such                         the same transaction, exceeds the                         Fund, and participation by the
                                               participation is on a basis different from               amount of the investment opportunity,                     Regulated Fund would not be on a basis
                                               or less advantageous than that of other                  then the investment opportunity will be                   different from or less advantageous than
                                               participants.                                            allocated among them pro rata based on                    that of other Regulated Funds or
                                                  3. Applicants state that certain                      each participant’s Available Capital                      Affiliated Investors; provided that, if
                                               transactions effected as part of the Co-                 up 15 to the amount proposed to be                        any other Regulated Fund or Affiliated
                                               Investment Program may be prohibited                     invested by each. The applicable                          Investor, but not the Regulated Fund
                                               by sections 17(d) and 57(a)(4) of the Act                Adviser will provide the Eligible                         itself, gains the right to nominate a
                                               and rule 17d–1 thereunder without a                      Trustees of each participating Regulated                  director for election to a portfolio
                                               prior exemptive order of the                             Fund with information concerning each                     company’s board of directors or the
                                               Commission to the extent that the                        participating party’s Available Capital to                right to have a board observer or any
                                               Affiliated Investors fall within the                     assist the Eligible Trustees with their                   similar right to participate in the
                                               category of persons described by section                 review of the Regulated Fund’s                            governance or management of the
                                               17(d) or section 57(b) of the Act, as                    investments for compliance with these                     portfolio company, such event shall not
                                               modified by rule 57b–1 thereunder with                   allocation procedures.                                    be interpreted to prohibit the Required
                                               respect to a Regulated Fund. Applicants                     (c) After making the determinations                    Majority from reaching the conclusions
                                               believe that the proposed terms and                      required in conditions 1 and 2(a), the                    required by this condition (2)(c)(iii), if:
                                               conditions will ensure would ensure                      applicable Adviser will distribute                           (A) The Eligible Trustees will have
                                               that the conflicts of interest that section              written information concerning the                        the right to ratify the selection of such
                                               17(d) and section 57(a)(4) of the Act                    Potential Co-Investment Transaction                       director or board observer, if any;
                                               were designed to prevent would be                        (including the amount proposed to be                         (B) the applicable Adviser agrees to,
                                               addressed and the standards for an                       invested by each participating Regulated                  and does, provide periodic reports to
                                               order under rule 17d–1 under the Act                     Fund and Affiliated Investor) to the                      the Regulated Fund’s Board with respect
                                               are met.                                                 Eligible Trustees of each participating                   to the actions of such director or the
                                               Applicants’ Conditions                                   Regulated Fund for their consideration.                   information received by such board
                                                                                                        A Regulated Fund will co-invest with                      observer or obtained through the
                                                 Applicants agree that any Order                        one or more other Regulated Funds and/                    exercise of any similar right to
                                               granting the requested relief shall be                   or one or more Affiliated Investors only                  participate in the governance or
                                               subject to the following conditions:                     if, prior to the Regulated Fund’s                         management of the portfolio company;
                                                 1. (a) Each Adviser will establish,                    participation in the Potential Co-                        and
                                               maintain and implement policies and                      Investment Transaction, a Required                           (C) any fees or other compensation
                                               procedures reasonably designed to                        Majority concludes that:                                  that any Affiliated Investor or any
                                               ensure that each Adviser is promptly                                                                               Regulated Fund or any affiliated person
                                               notified, for each Regulated Fund the                      15 ‘‘Available Capital’’ means (a) for each             of any Affiliated Investor or any
                                               Adviser manages, of all Potential Co-                    Regulated Entity, the amount of capital available for     Regulated Fund receives in connection
                                               Investment Transactions 14 that (i) an                   investment determined based on the amount of cash         with the right of an Affiliated Investor
                                                                                                        on hand, liquidity considerations, existing               or a Regulated Fund to nominate a
                                               Adviser considers for any other                          commitments and reserves, if any, the targeted
                                               Regulated Fund or Affiliated Investor                    leverage level, targeted asset mix, risk return and       director or appoint a board observer or
                                               and (ii) fall within the Regulated Fund’s                target-return profile, tax implications, regulatory or    otherwise to participate in the
                                               then-current Objectives and Strategies                   contractual restrictions or consequences and other        governance or management of the
                                                                                                        investment policies and restrictions set from time        portfolio company will be shared
                                               and Board-Established Criteria.                          to time by the Board of the applicable Regulated
                                                 (b) When an Adviser to a Regulated                     Entity or imposed by applicable laws, rules,              proportionately among the participating
                                               Fund is notified of a Potential Co-                      regulations or interpretations, and (b) for each          Affiliated Investors (who each may, in
                                               Investment Transaction under condition                   Affiliated Investor, the amount of capital available      turn, share its portion with its affiliated
                                                                                                        for investment determined based on the amount of          persons), and the participating
                                               1(a), such Adviser will make an
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                                                                                                        cash on hand, liquidity considerations, existing
                                               independent determination of the                         commitments and reserves, if any, the targeted            Regulated Funds in accordance with the
                                               appropriateness of the investment for                    leverage level, targeted asset mix, risk return and       amount of each party’s investment; and
                                               the Regulated Fund in light of the                       target-return profile, tax implications, regulatory or       (iv) the proposed investment by the
                                                                                                        contractual restrictions or consequences and other        Regulated Fund will not benefit the
                                                                                                        investment policies and restrictions set from time
                                                 14 No Primary Adviser will be the source of any        to time by the Affiliated Investors’ directors, general
                                                                                                                                                                  Advisers, the Affiliated Investors, the
                                               Potential Co-Investment Transactions under the           partners, or adviser or imposed by applicable laws,       other Regulated Funds or any Primary
                                               requested Order.                                         rules, regulations or interpretations.                    Adviser or any affiliated person of any


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                                               32178                         Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices

                                               of them (other than the parties to the Co-               portfolio company will not be                         Transaction of the proposed transaction
                                               Investment Transaction), except                          interpreted so as to violate this                     at the earliest practicable time; and
                                                  (A) to the extent permitted by                        condition 6, if conditions 2(c)(iii)(A), (B)             (ii) formulate a recommendation as to
                                               condition 13;                                            and (C) are met.                                      the proposed participation, including
                                                  (B) to the extent permitted by section                   7. (a) If any Affiliated Investor or any           the amount of the proposed Follow-On
                                               17(e) or 57(k) of the Act, as applicable;                Regulated Fund elects to sell, exchange               Investment, by each Regulated Fund.
                                                  (C) indirectly, as a result of an interest            or otherwise dispose of an interest in a                 (b) A Regulated Fund may participate
                                               in the securities issued by one of the                   security that was acquired in a Co-                   in such Follow-On Investment without
                                               parties to the Co-Investment                             Investment Transaction, the applicable                obtaining prior approval of the Required
                                               Transaction; or                                          Adviser will: 18                                      Majority if: (i) the proposed
                                                  (D) in the case of fees or other                         (i) notify each Regulated Fund that                participation of each Regulated Fund
                                               compensation described in condition                      participated in the Co-Investment                     and each Affiliated Investor in such
                                               2(c)(iii)(C).                                            Transaction of the proposed disposition               investment is proportionate to its
                                                  3. Each Regulated Fund has the right                  at the earliest practical time; and                   outstanding investments in the issuer
                                               to decline to participate in any Potential                  (ii) formulate a recommendation as to              immediately preceding the Follow-On
                                               Co-Investment Transaction or to invest                   participation by each Regulated Fund in               Investment; and (ii) the Board of the
                                               less than the amount proposed.                           the disposition.                                      Regulated Fund has approved as being
                                                  4. The applicable Adviser will present                   (b) Each Regulated Fund will have the              in the best interests of the Regulated
                                               to the Board of each Regulated Fund, on                  right to participate in such disposition              Fund the ability to participate in
                                               a quarterly basis, a record of all                       on a proportionate basis, at the same                 Follow-On Investments on a pro rata
                                               investments in Potential Co-Investment                   price and on the same terms and                       basis (as described in greater detail in
                                               Transactions made by any of the other                    conditions as those applicable to the                 the application). In all other cases, the
                                               Regulated Funds or Affiliated Investors                  participating Affiliated Investors and                Adviser will provide its written
                                               during the preceding quarter that fell                   Regulated Funds.                                      recommendation as to the Regulated
                                               within the Regulated Fund’s then-                           (c) A Regulated Fund may participate               Fund’s participation to the Eligible
                                               current Objectives and Strategies and                    in such disposition without obtaining                 Trustees, and the Regulated Fund will
                                               Board Established Criteria that were not                 prior approval of the Required Majority               participate in such Follow-On
                                               made available to the Regulated Fund,                    if: (i) The proposed participation of each            Investment solely to the extent that a
                                               and an explanation of why the                            Regulated Fund and each Affiliated                    Required Majority determines that it is
                                               investment opportunities were not                        Investor in such disposition is                       in the Regulated Fund’s best interests.
                                               offered to the Regulated Fund. All                       proportionate to its outstanding                         (c) If, with respect to any Follow-On
                                               information presented to the Board                       investments in the issuer immediately                 Investment:
                                               pursuant to this condition will be kept                                                                           (i) The amount of the opportunity is
                                                                                                        preceding the disposition; (ii) the Board
                                               for the life of the Regulated Fund and                                                                         not based on the Regulated Funds’ and
                                                                                                        of the Regulated Fund has approved as
                                               at least two years thereafter, and will be                                                                     the Affiliated Investors’ outstanding
                                                                                                        being in the best interests of the
                                               subject to examination by the                                                                                  investments immediately preceding the
                                                                                                        Regulated Fund the ability to participate
                                               Commission and its staff.                                                                                      Follow-On Investment; and
                                                                                                        in such dispositions on a pro rata basis
                                                  5. Except for Follow-On Investments                                                                            (ii) the aggregate amount
                                                                                                        (as described in greater detail in the
                                               made in accordance with Condition 8,16                                                                         recommended by the applicable Adviser
                                                                                                        application); and (iii) the Board of the
                                               a Regulated Fund will not invest in                                                                            to be invested by the applicable
                                                                                                        Regulated Fund is provided on a
                                               reliance on the Order in any issuer in                                                                         Regulated Fund in the Follow-On
                                                                                                        quarterly basis with a list of all
                                               which a Related Party 17 has an                                                                                Investment, together with the amount
                                                                                                        dispositions made in accordance with
                                               investment. The Adviser will maintain                                                                          proposed to be invested by the other
                                                                                                        this condition. In all other cases, the
                                               books and records that demonstrate                                                                             participating Regulated Funds and
                                                                                                        Adviser will provide its written
                                               compliance with this condition for each                                                                        Affiliated Investors, collectively, in the
                                                                                                        recommendation as to the Regulated
                                               Regulated Fund.                                                                                                same transaction, exceeds the amount of
                                                                                                        Fund’s participation to the Eligible
                                                  6. A Regulated Fund will not                                                                                the investment opportunity; then the
                                                                                                        Trustees, and the Regulated Fund will
                                               participate in any Potential Co-                                                                               amount invested by each such party will
                                                                                                        participate in such disposition solely to
                                               Investment Transaction unless the                                                                              be allocated among them pro rata based
                                                                                                        the extent that a Required Majority
                                               terms, conditions, price, class of                                                                             on each party’s Available Capital, up to
                                                                                                        determines that it is in the Regulated
                                               securities to be purchased, settlement                                                                         the amount proposed to be invested by
                                                                                                        Fund’s best interests.
                                               date, and registration rights will be the                                                                      each.
                                                                                                           (d) Each Affiliated Investor and each                 (d) The acquisition of Follow-On
                                               same for each participating Regulated
                                                                                                        Regulated Fund will bear its own                      Investments as permitted by this
                                               Fund and Affiliated Investor. The grant
                                                                                                        expenses in connection with any such                  condition will be considered a Co-
                                               to an Affiliated Investor or another
                                                                                                        disposition.                                          Investment Transaction for all purposes
                                               Regulated Fund, but not the Regulated
                                                                                                           8. (a) If any Affiliated Investor or any           and subject to the other conditions set
                                               Fund, of the right to nominate a director
                                                                                                        Regulated Fund desires to make a                      forth in the application.
                                               for election to a portfolio company’s
                                                                                                        Follow-On Investment in a portfolio                      9. The Non-Interested Trustees of
                                               board of directors, the right to have an
                                                                                                        company whose securities were                         each Regulated Fund will be provided
                                               observer on the board of directors or
                                                                                                        acquired in a Co-Investment                           quarterly for review all information
                                               similar rights to participate in the
                                                                                                        Transaction, the applicable Advisers                  concerning Potential Co-Investment
                                               governance or management of the
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                                                                                                        will:                                                 Transactions that fell within the
                                                 16 This exception applies only to Follow-On
                                                                                                           (i) Notify each Regulated Fund that                Regulated Fund’s then-current
                                               Investments by a Regulated Fund in issuers in            participated in the Co-Investment                     Objectives and Strategies and Board-
                                               which that Regulated Fund already holds                                                                        Established Criteria, including
                                               investments.                                               18 Any Affiliated Proprietary Account that is not
                                                 17 The term ‘‘Related Party’’ means (i) any Close      advised by an Adviser is itself deemed to be an
                                                                                                                                                              investments in Potential Co-Investment
                                               Affiliate and (ii) in respect of matters as to which     Adviser for purposes of Conditions 7(a)(i) and        Transactions made by other Regulated
                                               any Adviser has knowledge, any Remote Affiliate.         8(a)(i).                                              Funds or Affiliated Investors that the


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                                                                             Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices                                                 32179

                                               Regulated Fund considered but declined                   transaction, the fee will be deposited                DEPARTMENT OF STATE
                                               to participate in, and concerning Co-                    into an account maintained by the
                                                                                                                                                              [Public Notice 10459]
                                               Investment Transactions in which the                     Adviser at a bank or banks having the
                                               Regulated Fund participated, so that the                 qualifications prescribed in section                  In the Matter of the Designation of al-
                                               Non-Interested Trustees may determine                    26(a)(1) of the Act, and the account will             Ashtar Brigades (AAB), aka Saraya al-
                                               whether all Potential Co-Investment                      earn a competitive rate of interest that              Ashtar, as a Foreign Terrorist
                                               Transactions and Co-Investment                           will also be divided pro rata among the               Organization Pursuant to Section 219
                                               Transactions during the preceding                        participating Regulated Funds and                     of the Immigration and Nationality Act,
                                               quarter, including those Potential Co-                   Affiliated Investors based on the amount              as Amended
                                               Investment Transactions which the                        they invest in such Co-Investment
                                               Regulated Fund considered but declined                   Transaction. None of the Advisers, the                   Based upon a review of the
                                               to participate in, comply with the                       Primary Advisers, the Affiliated                      Administrative Record assembled in
                                               conditions of the Order. In addition, the                Investors, the other Regulated Funds nor              this matter, and in consultation with the
                                               Non-Interested Trustees will consider at                                                                       Attorney General and the Secretary of
                                                                                                        any affiliated person of the Regulated
                                               least annually: (a) The continued                                                                              the Treasury, I conclude that there is a
                                                                                                        Funds or Affiliated Investors will
                                               appropriateness for the Regulated Fund                                                                         sufficient factual basis to find that the
                                                                                                        receive additional compensation or
                                               of participating in new and existing Co-                                                                       relevant circumstances described in
                                                                                                        remuneration of any kind as a result of               section 219 of the Immigration and
                                               Investment Transactions, and (b) the
                                                                                                        or in connection with a Co-Investment                 Nationality Act, as amended (hereinafter
                                               continued appropriateness of any
                                                                                                        Transaction (other than (a) in the case               ‘‘INA’’) (8 U.S.C. 1189), exist with
                                               Board-Established Criteria.
                                                  10. Each Regulated Fund will                          of the Regulated Funds and the                        respect to al-Ashtar Brigades (AAB),
                                               maintain the records required by section                 Affiliated Investors, the pro rata                    also known as Saraya al-Ashtar.
                                               57(f)(3) of the Act as if each of the                    transaction fees described above and                     Therefore, I hereby designate the
                                               Regulated Funds were a BDC and each                      fees or other compensation described in               aforementioned organization and its
                                               of the investments permitted under                       condition 2(c)(iii)(C), and (b) in the case           aliases as a foreign terrorist organization
                                               these conditions were approved by the                    of an Adviser or Primary Adviser,                     pursuant to section 219 of the INA.
                                               Required Majority under section 57(f) of                 investment advisory fees paid in                         This determination shall be published
                                               the Act.                                                 accordance with their respective                      in the Federal Register.
                                                  11. No Non-Interested Trustee of a                    agreements between the Advisers and
                                                                                                                                                                Dated: June 19, 2018.
                                               Regulated Fund will also be a director,                  the Regulated Fund or Affiliated
                                                                                                                                                              Michael R. Pompeo,
                                               general partner, managing member or                      Investor).
                                                                                                                                                              Secretary of State.
                                               principal, or otherwise an ‘‘affiliated                     14. If the Holders own in the aggregate            [FR Doc. 2018–14837 Filed 7–10–18; 8:45 am]
                                               person’’ (as defined in the Act) of any                  more than 25% of the Shares, then the
                                                                                                                                                              BILLING CODE 4710–AD–P
                                               of the Affiliated Investors.                             Holders will vote such Shares as
                                                  12. The expenses, if any, associated                  directed by an independent third party
                                               with acquiring, holding or disposing of                  when voting on (1) the election of                    DEPARTMENT OF STATE
                                               any securities acquired in a Co-                         trustees; (2) the removal of one or more
                                               Investment Transaction (including,                       trustees; or (3) all other matters under              [Public Notice 10460]
                                               without limitation, the expenses of the                  either the Act or applicable state law
                                               distribution of any such securities                                                                            In the Matter of the Designation of al-
                                                                                                        affecting the Board’s composition, size               Ashtar Brigades (AAB), aka Saraya al-
                                               registered for sale under the 1933 Act)                  or manner of election.
                                               will, to the extent not payable by the                                                                         Ashtar, as a Specially Designated
                                               Advisers under their respective                             15. Each Regulated Fund’s chief                    Global Terrorist
                                               investment advisory agreements with                      compliance officer, as defined in rule
                                                                                                        38a–1(a)(4) under the Act, will prepare                  Acting under the authority of and in
                                               Affiliated Investors and the Regulated                                                                         accordance with section 1(b) of
                                               Funds, be shared by the Regulated                        an annual report for its Board each year
                                                                                                        that evaluates (and documents the basis               Executive Order 13224 of September 23,
                                               Funds and the Affiliated Investors in                                                                          2001, as amended by Executive Order
                                               proportion to the relative amounts of the                of that evaluation) the Regulated Fund’s
                                                                                                                                                              13268 of July 2, 2002, and Executive
                                               securities held or to be acquired or                     compliance with the terms and
                                                                                                                                                              Order 13284 of January 23, 2003, I
                                               disposed of, as the case may be.                         conditions of the application and the
                                                                                                                                                              hereby determine that the person known
                                                  13. Any transaction fee 19 (including                 procedures established to achieve such
                                                                                                                                                              as al-Ashtar Brigades (AAB), also known
                                               break-up, structuring, monitoring or                     compliance.
                                                                                                                                                              as Saraya al-Ashtar, committed, or poses
                                               commitment fees but excluding broker’s                      16. The Affiliated Proprietary                     a significant risk of committing, acts of
                                               fees contemplated by section 17(e) or                    Accounts will not be permitted to invest              terrorism that threaten the security of
                                               57(k) of the Act, as applicable), received               in a Potential Co-Investment                          U.S. nationals or the national security,
                                               in connection with a Co-Investment                       Transaction except to the extent the                  foreign policy, or economy of the United
                                               Transaction will be distributed to the                   aggregate demand from the Regulated                   States.
                                               participating Regulated Funds and                        Funds and the other Affiliated Investors                 Consistent with the determination in
                                               Affiliated Investors on a pro rata basis                 is less than the total investment                     section 10 of Executive Order 13224 that
                                               based on the amounts they invested or                    opportunity.                                          prior notice to persons determined to be
                                               committed, as the case may be, in such                                                                         subject to the Order who might have a
daltland on DSKBBV9HB2PROD with NOTICES




                                               Co-Investment Transaction. If any                          For the Commission, by the Division of
                                                                                                        Investment Management, under delegated                constitutional presence in the United
                                               transaction fee is to be held by an                                                                            States would render ineffectual the
                                               Adviser pending consummation of the                      authority.
                                                                                                                                                              blocking and other measures authorized
                                                                                                        Eduardo A. Aleman,
                                                 19 Applicants are not requesting and the staff is
                                                                                                                                                              in the Order because of the ability to
                                                                                                        Assistant Secretary.                                  transfer funds instantaneously, I
                                               not providing any relief for transaction fees
                                                                                                        [FR Doc. 2018–14844 Filed 7–10–18; 8:45 am]           determine that no prior notice needs to
                                               received in connection with any Co-Investment
                                               Transaction.                                             BILLING CODE 8011–01–P                                be provided to any person subject to this


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Document Created: 2018-07-10 23:54:06
Document Modified: 2018-07-10 23:54:06
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on October 13, 2017, and amended on June 25, 2018. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this
ContactAsen Parachkevov, Senior Counsel, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Chief Counsel's Office, Division of Investment Management).
FR Citation83 FR 32174 

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