[Federal Register Volume 79, Number 117 (Wednesday, June 18, 2014)]
[Notices]
[Pages 34799-34803]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-14204]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31080; File No. 812-14120]


WhiteHorse Finance, Inc., et al.; Notice of Application

June 12, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under section 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 
section 57(a)(4) of the Act and rule 17d-1 under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
a business development company (``BDC'') to co-invest with certain 
affiliated investment funds in portfolio companies.
    Applicants: WhiteHorse Finance, Inc. (the ``Company''), WhiteHorse 
Finance Warehouse, LLC (``WhiteHorse Warehouse''), H.I.G. Bayside Debt 
& LBO Fund II, L.P., H.I.G. Bayside Loan Opportunity Fund II, L.P., 
H.I.G. Bayside Loan Opportunity Fund III (Europe-Euro), L.P., H.I.G. 
Bayside Loan Opportunity Fund III (Europe-US$), L.P., WhiteHorse VI, 
Ltd., WhiteHorse VII, Ltd. and WhiteHorse VIII, Ltd. (collectively with 
H.I.G. Bayside Debt & LBO Fund II, L.P., H.I.G. Bayside Loan 
Opportunity Fund II, L.P., H.I.G. Bayside Loan Opportunity Fund III 
(Europe-Euro), L.P. and H.I.G. Bayside Loan Opportunity Fund III 
(Europe-US$), L.P., the ``Existing Private Funds''), H.I.G. WhiteHorse 
Advisers, LLC (the ``Company Adviser''), Bayside Capital, Inc. and 
H.I.G. WhiteHorse Capital, LLC (each, a ``Current Adviser to Private 
Funds'' and, collectively, the ``Current Advisers to Private Funds'' 
and, together with the Company Adviser, each, an ``Adviser'' and, 
together, the ``Advisers'') and H.I.G. Capital, L.L.C. (collectively, 
the ``Applicants'').

DATES: Filing Dates: The application was filed on February 5, 2013 and 
amended on July 3, 2013, October 15, 2013 and May 21, 2014.
    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 7, 2014, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, 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: c/o Richard Siegel, 
Esq., H.I.G. WhiteHorse Advisers, LLC, 1450 Brickell Avenue, 31st 
Floor, Miami, FL 33131.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at 
(202) 551-6868, or Daniele Marchesani, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. The Company is an externally managed, non-diversified, closed-
end management investment company that has elected to be regulated as a 
BDC under the Act.\1\ The Company's

[[Page 34800]]

objectives is to generate current income and capital appreciation by 
primarily investing in private, small-capitalization companies 
(generally in the range of $10 million to $50 million) through first 
liens loans, second liens loans, senior debt securities, mezzanine 
loans or equity interests. The Company's board of directors currently 
consists of five members (the ``Board''), three of whom are not 
``interested persons'' of the Company within the meaning of section 
2(a)(19) of the Act (the ``Independent Directors'').
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    \1\ 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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    2. The Company Adviser, a Delaware limited liability company, is 
registered under the Investment Advisers Act of 1940 (``Advisers Act'') 
and is the Company's investment adviser. H.I.G Capital, L.L.C. is an 
alternative investment and asset management firm and is registered 
under the Advisers Act. WhiteHorse Capital, LLC serves as the 
investment adviser for WhiteHorse VI, Ltd., WhiteHorse VII, Ltd. and 
WhiteHorse VIII. Ltd in its capacity as the collateral manager to each 
of those three entities.
    3. The Existing Private Funds are entities formed under the laws of 
Delaware or under the laws of the Cayman Islands. In reliance on the 
exclusion from the definition of ``Investment Company'' provided by 
section 3(c)(7) of the Act, none of the Existing Private Funds will be 
registered under the Act. Each Existing Private Fund is managed by the 
Current Advisers to Private Funds in accordance with an investment 
advisory agreement (collectively, the ``Advisory Agreements''). The 
Company expects that any portfolio company that is an appropriate 
investment for a Private Fund \2\ may also be an appropriate investment 
for the Company, with certain exceptions based on available capital or 
diversification.
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    \2\ ``Private Fund'' means any Existing Private Fund or any 
entity (i) whose investment adviser is an Adviser, (b) that would be 
an investment company but for section 3(c)(1) or 3(c)(7) of the Act, 
and (c) that intends to participate in the Co-Investment Program. 
``Adviser'' means (a) the Company Adviser, (b) the Current Advisers 
to Private Funds and (c) any future investment adviser that 
controls, or is controlled by or is under common control with any of 
the Company Adviser or the Current Advisers to Private Funds and is 
registered as an investment adviser under the Adviser Act.
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    4. Applicants seek an order (``Order'') \3\ to allow the Company, 
on the one hand, and one or more Private Funds that may be prohibited 
from co-investing with the Company by reason of section 57 of the Act, 
on the other hand, to co-invest in the same issuers of securities. For 
purposes of the application, a ``Co-Investment Transaction'' means any 
transaction in which the Company (or one of its Wholly-Owned Investment 
Subsidiaries) participated together with a Private Fund in reliance on 
the requested Order. ``Potential Co-Investment Transaction'' means any 
investment opportunity in which the Company (or a Wholly-Owned 
Investment Subsidiary) could not participate together with one or more 
Private Funds without obtaining and relying on the Order.
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    \3\ All existing entities that currently intend to rely on the 
Order have been named as Applicants and any entities that may rely 
on the Order in the future will comply with the terms and conditions 
of the application.
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    5. The Company may, from time to time, form a special purpose 
subsidiary (a ``Wholly-Owned Investment Subsidiary'').\4\ Wholly-Owned 
Investment Subsidiaries would be prohibited from investing in a Co-
Investment Transaction with any Private Fund because the Wholly-Owned 
Investment Subsidiary would be a company controlled by the Company for 
purposes of section 57(a)(4) and rule 17d-1. Applicants request that 
any Wholly-Owned Investment Subsidiary be permitted to participate in 
Co-Investment Transactions in lieu of the Company and that any Wholly-
Owned Investment Subsidiary's participation in any such transaction be 
treated, for purposes of the Order, as though the Company were 
participating directly. Applicants represent that this treatment is 
justified because any Wholly-Owned Investment Subsidiary would have no 
purpose other than serving as a holding vehicle for the Company's 
investments or debt and, therefore, no conflicts of interest could 
arise between the Company and any Wholly-Owned Investment Subsidiary. 
The Board would make all relevant determinations under the conditions 
with regard to a Wholly-Owned Investment Subsidiary's participation in 
a Co-Investment Transaction, and the Board would be informed of, and 
take into consideration, any proposed use of any Wholly-Owned 
Investment Subsidiary in the Company's place. If the Company proposes 
to participate in the same Co-Investment Transaction with any of its 
Wholly-Owned Investment Subsidiaries, the Board will also be informed 
of, and take into consideration, the relative participation of the 
Company and any Wholly-Owned Investment Subsidiary. WhiteHorse 
Warehouse is a Wholly-Owned Investment Subsidiary of the Company formed 
for the special purpose of providing liquidity support through a credit 
facility.
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    \4\ The term ``Wholly-Owned Investment Subsidiary'' means an 
entity (a) whose sole business purpose is to hold one or more 
investments and issue debt on behalf of the Company, to obtain debt 
financing for those investments and, in the case of a Wholly-Owned 
Investment Subsidiary organized as a small business investment 
company under the Small Business Investment Act of 1958 (``SBA 
Act''), maintain a license under the SBA Act and issue debentures 
guaranteed by the Small Business Administration; (b) that is wholly-
owned by the Company (with the Company at all times directly or 
indirectly holding, beneficially and of record, 100% of the voting 
and economic interests); (c) with respect to which the Board has the 
sole authority to make all determinations with respect to the 
Wholly-Owned Investment Subsidiary's participation under the 
conditions of the application; and (d) that is an entity that would 
be an investment company but for section 3(c)(1) or 3(c)(7) of the 
Act.
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    6. Applicants represent that the Current Advisers to Private Funds 
will refer to the Company Adviser all Potential Co-Investment 
Transactions within the Company's Objectives and Strategies \5\ that 
are considered for a Private Fund, and such investment opportunities 
may result in a Co-Investment Transaction. For each such referral, the 
Company Adviser will consider only the investment objective, investment 
policies, investment position, investment strategies, investment 
restrictions, regulatory and tax requirements, capital available for 
investment and other pertinent factors applicable to the Company. 
Likewise, when selecting investments for a Private Fund, the Adviser to 
the Private Fund will select investments separately for the Private 
Fund, considering only the investment objective, investment policies, 
investment position, investment strategies, investment restrictions, 
regulatory and tax requirements, capital available for investment and 
other pertinent factors applicable to such Private Fund. Each Co-
Investment Transaction and the proposed allocation of such Co-
Investment Transaction would be approved prior to the actual investment 
by the required majority (within the meaning of section 57(o) of the 
Act) of the Board (the ``Required Majority'').
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    \5\ ``Objectives and Strategies'' means the Company's investment 
objectives and strategies, as described in its registration 
statement on Form N-2 and other filings made with the Commission by 
the Company under the Securities Act of 1933 Act, as amended (``1933 
Act''), any reports filed by the Company with the Commission under 
the Securities Exchange Act of 1934, as amended, and the Company's 
reports to stockholders.
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    7. Other than pro rata dispositions and Follow-On Investments \6\ 
as

[[Page 34801]]

provided in conditions 7 and 8, and after making the determinations 
required in conditions 1 and 2(a), the Company Adviser will present 
each Potential Co-Investment Transaction and the proposed allocation to 
the directors of the Board eligible to vote under section 57(o) of the 
Act (``Eligible Directors''), and the Required Majority will approve 
each Co-Investment Transaction prior to any investment by the Company.
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    \6\ ``Follow-On Investment'' means any additional investment in 
an existing portfolio company, including through the exercise of 
warrants, conversion privileges or other rights to acquire 
securities of the portfolio company.
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    8. With respect to the pro rata dispositions and Follow-On 
Investments provided in conditions 7 and 8, the Company may participate 
in a pro rata disposition or Follow-On Investment without obtaining 
prior approval of the Required Majority if, among other things: (i) The 
proposed participation of the Company and each Private Fund in such 
disposition or Follow-On-Investment is proportionate to its outstanding 
investments in the issuer immediately preceding the disposition or 
Follow-On Investment, as the case may be; and (ii) the Board has 
approved the Company's participation in pro rata dispositions or 
Follow-On Investments as being in the best interests of the Company. If 
the Board does not so approve, any such disposition or Follow-On 
Investment will be submitted to the Company's Eligible Directors. The 
Board of the Company may at any time rescind, suspend or qualify its 
approval of pro rata dispositions and Follow-On Investments with the 
result that all dispositions and/or Follow-On Investments must be 
submitted to the Eligible Directors.
    9. No Independent Director will have any direct or indirect 
financial interest in any Co-Investment Transaction or any interest in 
any portfolio company, other than through an interest (if any) in the 
securities of the Company.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits certain affiliated persons 
of a BDC from participating in a joint transaction with the BDC in 
contravention of rules as prescribed by the Commission. Section 57(i) 
of the Act provides that, until the Commission prescribes rules under 
section 57(a)(4), the Commission's rules under section 17(d) of the Act 
applicable to registered closed-end investment companies will be deemed 
to apply to BDCs. Because the Commission has not adopted any rules 
under section 57(a)(4), rule 17d-1 applies to BDCs. The Company Adviser 
and any Private Fund that it advises could be deemed to be persons 
related to the Company in a manner described by section 57(b) and 
therefore prohibited by section 57(a)(4) and rule 17d-1 from 
participating in the Co-Investment Program. In addition, because the 
other Advisers are ``affiliated persons'' of the Company Adviser, such 
Advisers and Private Funds advised by any of them could be deemed to be 
persons related to the Company in a manner described by section 57(b) 
and also prohibited from participating in the Co-Investment Program. 
Finally, because WhiteHorse Warehouse and any other Wholly-Owned 
Investment Subsidiary are controlled by the Company, they are subject 
to section 57(a)(4), and thus also subject to the provisions of rule 
17d-1.
    2. Rule 17d-1, as made applicable to BDCs by section 57(i), 
prohibits any person who is related to a BDC in a manner described in 
section 57(b), acting as principal, from participating in, or effecting 
any transaction in connection with, any joint enterprise or other joint 
arrangement or profit-sharing plan in which the BDC is a participant, 
absent an order from the Commission. 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 they expect that co-investment in 
portfolio companies by the Company and the Private Funds will increase 
favorable investment opportunities for the Company and the Private 
funds.
    4. Applicants submit that the Required Majority will approve each 
Co-Investment Transaction before investment, and other protective 
conditions set forth in the application, will ensure that the Company 
will be treated fairly. Applicants state that the Company's 
participation in the Co-Investment Transactions will be consistent with 
the provisions, policies, and purposes of the Act and on a basis that 
is not different from or less advantageous than that of other 
participants.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Each time an investment adviser considers a Potential Co-
Investment Transaction for a Private Fund that falls within the 
Company's then-current Objectives and Strategies, the Company Adviser 
will make an independent determination of the appropriateness of such 
investment for the Company in light of the Company's then-current 
circumstances.
    2. (a) If the Company Adviser deems the Company's participation in 
any Potential Co-Investment Transaction to be appropriate for the 
Company, it will then determine an appropriate level of investment for 
the Company;
    (b) If the aggregate amount recommended by the Company Adviser to 
be invested in such Potential Co-Investment Transaction by the Company, 
together with the amount proposed to be invested by the Private Funds, 
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 such party's capital 
available for investment in the asset class being allocated, up to the 
amount proposed to be invested by each party. The Company Adviser will 
provide the Eligible Directors with information concerning the Private 
Funds' available capital to assist the Eligible Directors with their 
review of the Company's investments for compliance with these 
allocation procedures; and
    (c) After making the determinations required in conditions 1 and 
2(a), the Company Adviser will then distribute written information 
concerning the Potential Co-Investment Transaction, including the 
amount proposed to be invested by the Company and any Private Fund, to 
the Eligible Directors for their consideration. The Company will co-
invest with the Private Funds only if, prior to participating in such 
Co-Investment Transaction, the Required Majority concludes that:
    (i) The terms of the transaction, including the consideration to be 
paid, are reasonable and fair to the Company and its stockholders and 
do not involve overreaching in respect of the Company or its 
stockholders on the part of any person concerned;
    (ii) the transaction is consistent with:
    (A) the interests of the stockholders of the Company; and
    (B) the Company's then-current Objectives and Strategies;
    (iii) the investment by the Private Funds would not disadvantage 
the Company, and participation by the Company would not be on a basis 
different from, or less advantageous than, that of the Private Funds; 
provided, that if any of the Private Funds, but not the Company 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,

[[Page 34802]]

such event will not be interpreted to prohibit the Required Majority 
from reaching the conclusions required by this condition (2)(c)(iii), 
if:
    (A) The Eligible Directors will have the right to ratify the 
selection of such director or board observer, if any;
    (B) the Advisers agree to, and do, provide periodic reports to the 
Company's Board with respect to the actions of the director or the 
information received by the 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 Private Fund or any 
affiliated person of any Private Fund receives in connection with the 
right of the Private Funds to nominate a director or appoint a board 
observer or otherwise to participate in the governance or management of 
the portfolio company will be shared proportionately among the 
participating Private Funds (which may, in turn, share their portion 
with their affiliated persons) and the Company in accordance with the 
amount of each party's investment; and
    (iv) the proposed investment by the Company will not benefit the 
Advisers or the Private Funds, or any affiliated person of any of them 
(other than the parties to the Co-Investment Transaction), except (a) 
to the extent permitted by condition 13; (b) to the extent permitted by 
sections 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. The Company has the right to decline to participate in any 
Potential Co-Investment Transaction or to invest less than the amount 
proposed.
    4. The Company Adviser will present to the Board, on a quarterly 
basis, a record of all investments in Potential Co-Investment 
Transactions made by the Private Funds during the preceding quarter 
that fell within the Company's then-current Objectives and Strategies 
that were not made available to the Company and an explanation of why 
the investment opportunities were not offered to the Company. All 
information presented to the Board pursuant to this condition will be 
kept for the life of the Company 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, the Company will not invest in reliance on the Order in 
any issuer in which any Private Fund or any affiliated person of the 
Private Funds is an existing investor.
    6. The Company 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 the Company as for each participating Private Fund. The grant to a 
Private Fund, but not the Company, 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 Private Fund elects to sell, exchange or otherwise 
dispose of an interest in a security that was acquired in a Co-
Investment Transaction, the Company Adviser will:
    (i) Notify the Company of the proposed disposition at the earliest 
practical time; and
    (ii) formulate a recommendation as to participation by the Company 
in any such disposition.
    (b) The Company 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 Private 
Funds.
    (c) The Company may participate in such disposition without 
obtaining prior approval of the Required Majority if: (i) The proposed 
participation of the Company and of each Private Fund in such 
disposition is proportionate to its outstanding investment in the 
issuer immediately preceding the disposition; (ii) the Board has 
approved as being in the best interests of the Company the ability to 
participate in such dispositions on a pro rata basis (as described in 
greater detail in this application); and (iii) the Board is provided on 
a quarterly basis with a list of all dispositions made in accordance 
with this condition. In all other cases, the Company Adviser will 
provide its written recommendation as to the Company's participation to 
the Eligible Directors, and the Company will participate in such 
disposition solely to the extent that a Required Majority determines 
that it is in the Company's best interests.
    (d) The Company and each participating Private Fund shall each bear 
its own expenses in connection with any such disposition.
    8. (a) If any Private Fund desires to make a Follow-On Investment 
in a portfolio company whose securities were acquired in a Co-
Investment Transaction, the Company Adviser will:
    (i) Notify the Company of the proposed transaction at the earliest 
practical time; and
    (ii) formulate a recommendation as to the proposed participation, 
including the amount of the proposed Follow-On investment, by the 
Company.
    (b) The Company may participate in such Follow-On Investment 
without obtaining prior approval of the Required Majority if: (i) The 
proposed participation of the Company and each Private Fund in such 
investment is proportionate to its outstanding investment in the issuer 
immediately preceding the Follow-On Investment; and (ii) the Board has 
approved as being in the best interests of the Company the ability to 
participate in Follow-On Investments on a pro rata basis (as described 
in greater detail in this application). In all other cases, the Company 
Adviser will provide its written recommendation as to the Company's 
participation to the Eligible Directors, and the Company will 
participate in such Follow-On Investment solely to the extent that a 
Required Majority determines that it is in the Company's best 
interests.
    (c) If with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Company's and 
the Private Funds' outstanding investments immediately preceding the 
Follow-On Investment; and
    (ii) the aggregate amount recommended by the Company Adviser to be 
invested by the Company in the Follow-On Investment, together with the 
amount proposed to be invested by the participating Private Funds in 
the same transaction, exceeds the amount of the opportunity, then the 
amount invested by each such party will be allocated among them pro 
rata based on the ratio of capital available for investment in the 
asset class being allocated of each party, 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 be subject to the other conditions set forth in this 
application.
    9. The Independent Directors will be provided quarterly for review 
all information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by the Private 
Funds

[[Page 34803]]

that the Company considered but declined to participate in, so that the 
Independent Directors may determine whether all investments made during 
the preceding quarter, including those investments which the Company 
considered but declined to participate in, comply with the conditions 
of the Order. In addition, the Independent Directors will consider at 
least annually the continued appropriateness for the Company of 
participating in new and existing Co-Investment Transactions.
    10. The Company will maintain the records required by section 
57(f)(3) of the Act as if each of the investments permitted under these 
conditions were approved by the Required Majority under section 57(f) 
of the Act.
    11. No Independent Directors will also be a director, general 
partner, managing member or principal, or otherwise an ``affiliated 
person'' (as defined in the Act) of any Private Fund.
    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 an Adviser under any agreement with the Company 
or the Private Funds, be shared by the Company and the Private Funds in 
proportion to the relative amounts of the securities held or being 
acquired or disposed of, as the case may be.
    13. Any transaction fee (including break-up or commitment fees but 
excluding broker's fees contemplated by section 17(e) or 57(k) of the 
Act or received in connection with a Co-Investment Transaction will be 
distributed to the Company and the Private Funds 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 to a Private Fund pending consummation of the Co-Investment 
Transaction, the fee will be deposited into an account maintained by 
such Adviser at a bank or banks having the qualifications prescribed in 
section 26(a)(I) of the Act, and such account will earn a competitive 
rate of interest that will also be divided pro rata among the Company 
and the participating Private Funds based on the amounts they invest in 
such Co-Investment Transaction. None of the Private Funds, Advisers of 
the Private Funds nor any affiliated person of the Company will receive 
additional compensation or remuneration of any kind as a result of, or 
in connection with, a Co-Investment Transaction (other than (i) in the 
case of the Company and the participating Private Funds, the pro rata 
transaction fees described above and fees or other compensation 
described in condition 2(c)(iii)(C) and (ii) in the case of the 
Advisers, investment advisory fees paid in accordance with the Advisory 
Agreements).

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-14204 Filed 6-17-14; 8:45 am]
BILLING CODE 8011-01-P