[Federal Register Volume 86, Number 212 (Friday, November 5, 2021)]
[Notices]
[Pages 61372-61379]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-24148]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34412; 812-15135]


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

November 1, 2021.
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 
(``BGFLX''); Blackstone Long-Short Credit Income Fund (``BGX''); 
Blackstone Private Credit Fund (``BCRED''); Blackstone Senior Floating 
Rate Term Fund (``BSL''); Blackstone Strategic Credit Fund (``BGB''); 
Blackstone Secured Lending Fund (``BGSL,'' and together with BGFLX, 
BGX, BSL and BGB, the ``Blackstone Credit Regulated Funds''); 
Blackstone Liquid Credit Strategies LLC (``BLCS''), the investment 
adviser to BGFLX, BGX, BSL and BGB; Blackstone Credit BDC Advisors LLC 
(``BCBA''), the investment adviser to BCRED and BGSL; the investment 
advisers set forth in Schedule A to the application (together with BLCS 
and BCBA, the ``Blackstone Credit Advisers''); and the Existing 
Affiliated Funds set forth on Schedule A to the application.\1\
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    \1\ The Existing Affiliated Funds are entities (i) whose primary 
investment adviser or sub-adviser is an Adviser (as defined 
below)(when the sub-adviser is an Adviser, the primary adviser is a 
Primary Adviser (as defined below)) (ii) that either (A) would be an 
investment company but for 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.

Filing Dates:  The application was filed on June 16, 2020, and amended 
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on February 22, 2021 and July 16, 2021.

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 emailing the Commission's 
Secretary [email protected] and serving applicants with a copy 
of the request by email. Hearing requests should be received by the 
Commission by 5:30 p.m. on November 26, 2021, 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 emailing the 
Commission's Secretary at [email protected].

ADDRESSES: The Commission: [email protected]. Applicants: Rajib 
Chanda at [email protected] and Christopher Healey at 
[email protected].

FOR FURTHER INFORMATION CONTACT: Joseph Toner, Senior Counsel, at (202) 
551-7595 or Marc Mehrespand, Branch Chief, at (202) 551-6825 (Chief 
Counsel's Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application

[[Page 61373]]

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

Applicants' Representations

    1. BGFLX, BGX, BSL and BGB, each a Delaware statutory trust, are 
externally managed, diversified, closed-end management investment 
companies. Each of BGFLX'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 BGFLX, 
BGX, BSL and BGB has 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 a 
Regulated Fund (as defined below).
    ``Non-Interested Trustees'' are not ``interested persons'' as 
defined in section 2(a)(19) of the Act.
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    2. BCRED is a Delaware statutory trust that has elected to be 
regulated as a business development company (``BDC'') under the Act.\3\ 
BCRED's investment objective is to generate current income and, to a 
lesser extent, generate long-term capital appreciation. BCRED has a 
six-member Board, of which four members are Non-Interested Trustees.
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    \3\ Section 2(a)(48) of the Act 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. BGSL is a Delaware statutory trust that has elected to be 
regulated as a BDC. BGSL's investment objective is to generate current 
income and, to a lesser extent, long-term capital appreciation. BGSL 
has a seven-member Board, of which four members are Non-Interested 
Trustees.
    4. Each of the Advisers \4\ is a subsidiary of The Blackstone 
Group, Inc. (``Blackstone''). Blackstone is a leading global 
alternative asset manager, whose alternative asset management 
businesses include investment entities 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 the Blackstone Credit Advisers 
and any future investment adviser that (i) controls, is controlled 
by or is under common control with a Blackstone Credit Adviser, (ii) 
is registered as an investment adviser under the Advisers Act, and 
(iii) that intends to participate in the Co-Investment Program (as 
defined below). The term ``Primary Adviser'' means any future or 
existing 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 under the requested order. For the avoidance of doubt, a 
Primary Adviser will not be treated as an Adviser under the 
requested order, but will be subject to conditions 2(c)(iv) and 15 
only. No Primary Adviser will rely on the requested order with 
respect to any investment entities it manages other than to the 
extent those entities are sub-advised by an Adviser. No Primary 
Adviser will be the source of any Potential Co-Investment 
Transactions (as defined below) under the requested order.
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    5. The Blackstone Credit Advisers operate as a self-contained 
advisory business within Blackstone's credit group. Each Blackstone 
Credit Adviser is under common control with BLCS and BCBA, the Adviser 
to each of the Blackstone Credit Regulated Funds, and collectively they 
conduct a single advisory business for purposes of the requested order. 
The Blackstone Credit Advisers are each either separately registered as 
investment advisers with the Commission or are relying advisers that 
rely on the registration of another Blackstone Credit Adviser. No 
Blackstone Credit Adviser is a relying adviser of any Blackstone-
affiliated investment adviser from outside of the self-contained group.
    6. 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 the rules thereunder (the ``Co-Investment 
Program'').
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    \5\ ``Regulated Fund'' means (i) the Blackstone Credit Regulated 
Funds and (ii) and any Future Regulated Fund (as defined below). 
``Future Regulated Fund'' means 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 (as defined below). Affiliated Investors may include 
funds that are ultimately structured as collateralized loan 
obligation funds (``CLOs''). Such CLOs would be investment companies 
but for the exception in section 3(c)(7) of the Act or their ability 
to rely on rule 3a-7 thereunder. During the investment period of a 
CLO, the CLO may engage in certain transactions customary in CLO 
formations with another Affiliated Investor on a secondary basis at 
fair market value. For purposes of the requested order, any 
securities that were acquired by an Affiliated Investor in a 
particular Co-Investment Transaction that are then transferred in 
such customary transactions to an Affiliated Investor that is or 
will become a CLO (an ``Affiliated Fund CLO'') will be treated as if 
the Affiliated Fund CLO acquired such securities in the Co-
Investment Transaction. For the avoidance of doubt, any such 
transfer from an Affiliated Investor to an Affiliated Fund CLO will 
be treated as a Disposition (as defined below) and completed 
pursuant to the terms and conditions of the application, though the 
applicants note that the Regulated Funds would be prohibited from 
participating in such Disposition by section 17(a)(2) or section 
57(a)(2) of the Act, as applicable. The participation by any 
Affiliated Fund CLO in any such Co-Investment Transaction will 
remain subject to the requested order.
    ``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 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, the Existing Affiliated Funds nor any Future 
Affiliated Fund shall be deemed to be Affiliated Proprietary 
Accounts for purposes of the application.
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    7. 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) 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 requested order will 
comply with the terms and conditions of the application.
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    8. Applicants state that a Regulated Fund may, from time to time, 
form one or more Wholly-Owned Investment

[[Page 61374]]

Subsidiaries.\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 the applicable 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 order, as though the Regulated Fund were participating 
directly.
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    \8\ ``Wholly-Owned Investment Subsidiary'' means an entity (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 a wholly-owned subsidiary (as defined in the 
Act) of a Regulated Fund (with such Regulated Fund at all times 
holding, beneficially and of record, 95% or more 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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    9. 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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    10. With respect to participation in a Potential Co-Investment 
Transaction by a Regulated Fund, the applicable 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.
    11. Applicants state that the majority of the Blackstone Credit 
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 that 
within the Blackstone Credit 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 managed by the respective Adviser. Applicants submit 
that the Blackstone Credit 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, regardless of 
whether the Adviser serves as the primary investment adviser or sub-
adviser to the Regulated Fund.
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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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    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 these Affiliated 
Proprietary Accounts 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. Applicants represent that the Co-Investment Program requires 
that the terms, conditions, price, class of securities, settlement 
date, and registration rights applicable to a Regulated Fund's purchase 
be the same as those applicable to the purchase by the other 
participating Regulated Funds and Affiliated Investors. However, the 
settlement date for an Affiliated Investor in a Co-Investment 
Transaction may occur up to ten business days after the settlement date 
for the Regulated Fund, and vice versa. Nevertheless, in all cases (i) 
the date on which the commitment of the Affiliated Investors and 
Regulated Funds is made will be the same even where the settlement date 
is not and (ii) the earliest settlement date and the latest settlement 
date of any Affiliated Investor or Regulated Fund participating in the 
transaction will occur within ten business days of each other.
    14. Under condition 16, if an Adviser or its principals, or any 
person controlling, controlled by, or under

[[Page 61375]]

common control with the Adviser or its principal owners, and the 
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 
required under condition 16.
    15. No Eligible Trustee will have a direct or indirect financial 
interest in any Co-Investment Transaction, other than through any 
interest such Eligible Trustee may have in securities of a Regulated 
Fund.

Applicants' Legal Analysis

    1. 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.
    2. 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 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.
    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 \15\ up 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 Fund, 
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 Fund 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' trustees, 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 settlement date for another Regulated Fund or an Affiliated 
Investor in a Co-Investment Transaction is later

[[Page 61376]]

than the settlement date for the Regulated Fund by no more than ten 
business days or earlier than the settlement date for the Regulated 
Fund by no more than ten business days, in either case, so long as: (x) 
The date on which the commitment of the Affiliated Investors and 
Regulated Funds is made is the same; and (y) the earliest settlement 
date and the latest settlement date of any Affiliated Investor or 
Regulated Fund participating in the transaction will occur within ten 
business days of each other;
    (B) the Eligible Trustees will have the right to ratify the 
selection of such director or board observer, if any;
    (C) 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
    (D) 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 of them (other than 
the parties to the Co-Investment Transaction), except
    (A) to the extent permitted by condition 15;
    (B) to the extent permitted 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)(D).
    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 \16\ made in accordance with 
condition 9 and 10,\17\ a Regulated Fund will not invest in reliance on 
the Order in any issuer in which a Related Party \18\ 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\ ``Follow-On Investment'' means any additional investment in 
an existing portfolio company whose securities were acquired in a 
Co-Investment Transaction, including the exercise of warrants, 
conversion privileges or other similar rights to acquired additional 
securities of the portfolio company.
    \17\ This exception applies only to Follow-On Investments by a 
Regulated Fund in issuers in which that Regulated Fund already holds 
investments.
    \18\ 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.
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    6. A Regulated Fund will not participate in any Potential Co-
Investment Transaction unless (i) the terms, conditions, price, class 
of securities to be purchased, registration rights and the date on 
which the commitment is entered into will be the same for each 
participating Regulated Fund and Affiliated Investor and (ii) the 
earliest settlement date and the latest settlement date of any 
participating Regulated Fund or Affiliated Investor will occur as close 
in time as practicable and in no event more than ten business days 
apart. 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)(B), (C), and (D) are met.
    7. Standard Review Dispositions.
    (a) If any Regulated Fund or Affiliated Investor elects to sell, 
exchange or otherwise dispose of an interest in a security and one or 
more Regulated Funds and Affiliated Investors have previously 
participated in a Co-Investment Transaction with respect to the issuer, 
then:
    (i) The Adviser to such Regulated Fund or Affiliated Investor will 
notify each Regulated Fund that holds an investment in the issuer of 
the proposed disposition at the earliest practical time; \19\ and
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    \19\ 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), 8(a)(i), 9(a)(i) and 10(a)(i).
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    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to participation by such 
Regulated Fund in the disposition.
    (b) Each Regulated Fund will have the right to participate in such 
Disposition on a proportionate basis, at the same price and on the same 
terms and conditions as those applicable to the Affiliated Investors 
and any other Regulated Fund.
    (c) A Regulated Fund may participate in such a disposition without 
obtaining prior approval of the Required Majority if: (i) (A) The 
participation of each Regulated Fund and Affiliated Investor in such 
disposition is proportionate to its then-current holding of the 
security (or securities) of the issuer that is (or are) the subject of 
the disposition; \20\ (B) the Board of the Regulated Fund has approved 
as being in the best interests of the Regulated Fund the ability to 
participate in such dispositions on a pro rata basis (as described in 
greater detail in the application); and (C) the Board of the Regulated 
Fund is provided on a quarterly basis with a list of all dispositions 
made in accordance with this condition; or (ii) each security is a 
Tradable Security \21\ and (A) the disposition is not to the issuer or 
any affiliated person of the issuer and (B) the security is sold for 
cash in a transaction in which the only term

[[Page 61377]]

negotiated by or on behalf of the participating Regulated Funds and 
Affiliated Investors is price.
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    \20\ In the case of any disposition, proportionality will be 
measured by each participating Regulated Fund's and Affiliated 
Investor's outstanding investment in the security in question 
immediately preceding the disposition.
    \21\ The term ``Tradable Security'' means a security that (i) 
trades on a national securities exchange or designated offshore 
securities market as defined in rule 902(b) under the 1933 Act; (ii) 
is not subject to restrictive agreements with the issuer or other 
security holders; and (iii) trades with sufficient volume and 
liquidity (findings as to which are documented by the Advisers to 
any Regulated Funds holding investments in the issuer and retained 
for the life of the Regulated Fund) to allow each Regulated Fund to 
dispose of its entire position remaining after the proposed 
disposition within a short period of time not exceeding 30 days at 
approximately the value (as defined by section 2(a)(41) of the Act) 
at which the Regulated Fund has valued the investment.
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    (d) 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. Each Affiliated Investor and each 
Regulated Fund will bear its own expenses in connection with any such 
disposition.
    8. Enhanced Review Dispositions.
    (a) If any Regulated Fund or Affiliated Investor elects to sell, 
exchange or otherwise dispose of a Pre-Boarding Investment \22\ in a 
Potential Co-Investment Transaction and the Regulated Funds and 
Affiliated Investors have not previously participated in a Co-
Investment Transaction with respect to the issuer:
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    \22\ The term ``Pre-Boarding Investments'' means any investment 
in an issuer that is (i) held by a Regulated Fund as well as one or 
more Affiliated Investors and/or one or more other Regulated Funds, 
(ii) acquired prior to participating in any Co-Investment 
Transaction, and (iii) acquired (A) in a transaction in which the 
only term negotiated by or on behalf of such funds was price in 
reliance on one of the Joint Transaction No-Action Letters; or (B) 
in transactions occurring at least 90 days apart and without 
coordination between the Regulated Fund and any Affiliated Investor 
or other Regulated Fund. The ``Joint Transaction No-Action Letters'' 
are SMC Capital, Inc., SEC Staff No-Action Letter (Sept. 5, 1995) 
and Massachusetts Mutual Life Insurance Company, SEC Staff No-Action 
Letter (June 7, 2000).
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    (i) The Adviser to such Regulated Fund or Affiliated Investor will 
notify each Regulated Fund that holds an investment in the issuer of 
the proposed disposition at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to participation by such 
Regulated Fund in the disposition; and
    (iii) the Advisers will provide to the Board of each Regulated Fund 
that holds an investment in the issuer all information relating to the 
existing investments in the issuer of the Regulated Funds and 
Affiliated Investors, including the terms of such investments and how 
they were made, that is necessary for the Required Majority to make the 
findings required by this condition.
    (b) The Adviser will provide its written recommendation as to the 
Regulated 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:
    (i) The disposition complies with condition 2(c)(i), (ii), (iii)(A) 
and (iv); and
    (ii) the making and holding of the Pre-Boarding Investments were 
not prohibited by section 57 or rule 17d-1, as applicable, and records 
the basis for the finding in the Board minutes.
    (c) The disposition may only be completed in reliance on the order 
if:
    (i) Each Regulated Fund has the right to participate in such 
disposition on a proportionate basis, at the same price and on the same 
terms and conditions as those applicable to Affiliated Investors and 
any other Regulated Fund.
    (ii) All of the Affiliated Investors' and Regulated Funds' 
investments in the issuer are Pre-Boarding Investments;
    (iii) Independent counsel to the Board advises that the making and 
holding of the investments in the Pre-Boarding Investments were not 
prohibited by section 57 (as modified by rule 57b-1) or rule 17d-1, as 
applicable;
    (iv) all Regulated Funds and Affiliated Investors that hold Pre-
Boarding Investments in the issuer immediately before the time of 
completion of the Co-Investment Transaction hold the same security or 
securities of the issuer. For the purpose of determining whether the 
Regulated Funds and Affiliated Investors hold the same security or 
securities, they may disregard any security held by some but not all of 
them if, prior to relying on the Order, the Required Majority is 
presented with all information necessary to make a finding, and finds, 
that: (A) Any Regulated Fund's or Affiliated Investor's holding of a 
different class of securities (including for this purpose a security 
with a different maturity date) is immaterial \23\ in amount, including 
immaterial relative to the size of the issuer; and (B) the Board 
records the basis for any such finding in its minutes. In addition, 
securities that differ only in respect of issuance date, currency, or 
denominations may be treated as the same security; and
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    \23\ In determining whether a holding is ``immaterial'' for 
purposes of the requested order, the Required Majority will consider 
whether the nature and extent of the interest in the transaction or 
arrangement is sufficiently small that a reasonable person would not 
believe that the interest affect the determination of whether to 
enter into the transaction or arrangement or the terms of the 
transaction or arrangement.
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    (d) The Affiliated Investors, the other Regulated Funds and their 
affiliated persons (within the meaning of section 2(a)(3)(C) of the 
Act), individually or in the aggregate, do not control the issuer of 
the securities (within the meaning of section 2(a)(9) of the Act).
    9. Standard Review Follow-Ons.
    (a) If any Regulated Fund or Affiliated Investor desires to make a 
Follow-On Investment in an issuer and the Regulated Funds and 
Affiliated Investors holding investments in the issuer previously 
participated in a Co-Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Investor 
will notify each Regulated Fund that holds securities of the portfolio 
company of the proposed transaction at the earliest practical time; and
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to the proposed 
participation, including the amount of the proposed investment, by such 
Regulated Fund.
    (b) A Regulated Fund may participate in the Follow-On Investment 
without obtaining prior approval of the Required Majority if: (i)(A) 
The proposed participation of each Regulated Fund and each Affiliated 
Investor in such investment is proportionate to its outstanding 
investments in the issuer or the security at issue, as appropriate,\24\ 
immediately preceding the Follow-On Investment; and (B) the Board of 
the Regulated Fund has approved as being in the best interests of the 
Regulated Fund the ability to participate in Follow-On Investments on a 
pro rata basis (as described in greater detail in the application); or 
(ii) it is a Non-Negotiated Follow-On Investment.\25\
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    \24\ To the extent that a Follow-On Investment opportunity is in 
a security or arises in respect of a security held by the 
participating Regulated Funds and Affiliated Investors, 
proportionality will be measured by each participating Regulated 
Fund's and Affiliated Investor's outstanding investment in the 
security in question immediately preceding the Follow-On Investment 
using the most recent available valuation thereof. To the extent 
that a Follow-On Investment opportunity relates to an opportunity to 
invest in a security that is not in respect of any security held by 
any of the participating Regulated Funds or Affiliated Investors, 
proportionality will be measured by each participating Regulated 
Fund's and Affiliated Investor's outstanding investment in the 
issuer immediately preceding the Follow-On Investment using the most 
recent available valuation thereof.
    \25\ The term ``Non-Negotiated Follow-On Investment'' means a 
Follow-On Investment in which a Regulated Fund participates together 
with one or more Affiliated Investors and/or one or more other 
Regulated Funds (i) in which the only term negotiated by or on 
behalf of the funds is price and (ii) with respect to which, if the 
transaction were considered on its own, the funds would be entitled 
to rely on SEC guidance under either of the Joint Transaction No-
Action Letters.
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    (c) 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 makes the

[[Page 61378]]

determinations set forth in condition 2(c). If the only previous Co-
Investment Transaction with respect to the issuer was an Enhanced 
Review Disposition the Eligible Trustees must complete this review of 
the proposed Follow-On Investment both on a stand-alone basis and 
together with the Pre-Boarding Investments in relation to the total 
economic exposure and other terms of the investment.
    (d) If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to 
any Regulated Fund is not based on the Regulated Funds' and the 
Affiliated Investors' outstanding investments in the issuer or the 
security at issue, as appropriate, immediately preceding the Follow-On 
Investment; and
    (ii) 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 Follow-On Investment Opportunity 
will be allocated among them pro rata based on Available Capital (as 
described in greater detail in the application), up to the amount 
proposed to be invested by each.
    (e) The acquisition of Follow-On Investments as permitted by this 
condition will be considered a Co-Investment Transaction for all 
purposes and subject to the other conditions set forth in the 
application.
    10. Enhanced Review Follow-Ons.
    (a) If any Regulated Fund or Affiliated Investor desires to make a 
Follow-On Investment in an issuer that is a Potential Co-Investment 
Transaction and the Regulated Funds and Affiliated Investor holding 
investments in the issuer have not previously participated in a Co-
Investment Transaction with respect to the issuer:
    (i) The Adviser to each such Regulated Fund or Affiliated Investor 
will notify each Regulated Fund that holds securities of the portfolio 
company of the proposed transaction at the earliest practical time;
    (ii) the Adviser to each Regulated Fund that holds an investment in 
the issuer will formulate a recommendation as to the proposed 
participation, including the amount of the proposed investment, by such 
Regulated Fund; and
    (iii) the Advisers will provide to the Board of each Regulated Fund 
that holds an investment in the issuer all information relating to the 
existing investments in the issuer of the Regulated Funds and 
Affiliated Investors, including the terms of such investments and how 
they were made, that is necessary for the Required Majority to make the 
findings required by this condition.
    (b) The applicable Adviser will provide its written recommendation 
as to a 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 reviews the proposed Follow-On 
Investment both on a stand-alone basis and together with the Pre-
Boarding Investments in relation to the total economic exposure and 
other terms and makes the determinations set forth in condition 2(c). 
In addition, the Follow-On Investment may only be completed in reliance 
on the order if the Required Majority of each participating Regulated 
Fund determines that the making and holding of the Pre-Boarding 
Investments were not prohibited by section 57 (as modified by rule 57b-
1) or rule 17d-1, as applicable. The basis for the Board's findings 
will be recorded in its minutes.
    (c) The Follow-On Investment may only be completed in reliance on 
the order if:
    (i) All of the Affiliated Investors' and Regulated Funds' 
investments in the issuer are Pre-Boarding Investments;
    (ii) Independent counsel to the Board of each Regulated Fund that 
holds an investment in the issuer advises that the making and holding 
of the investments in the Pre-Boarding Investments were not prohibited 
by section 57 (as modified by rule 57b-1) or rule 17d-1, as applicable;
    (iii) All Regulated Funds and Affiliated Investors that hold Pre-
Boarding Investments in the issuer immediately before the time of 
completion of the Co-Investment Transaction hold the same security or 
securities of the issuer. For the purpose of determining whether the 
Regulated Funds and Affiliated Investors hold the same security or 
securities, they may disregard any security held by some but not all of 
them if, prior to relying on the order, the Required Majority is 
presented with all information necessary to make a finding, and finds, 
that: (A) Any Regulated Fund's or Affiliated Investor's holding of a 
different class of securities (including for this purpose a security 
with a different maturity date) is immaterial in amount, including 
immaterial relative to the size of the issuer; and (B) the Board 
records the basis for any such finding in its minutes. In addition, 
securities that differ only in respect of issuance date, currency or 
denominations may be treated as the same security; and
    (iv) The Affiliated Investors, the other Regulated Funds and their 
affiliated persons (within the meaning of section 2(a)(3)(C) of the 
Act), individually or in the aggregate, do not control the issuer of 
the securities (within the meaning of section 2(a)(9) of the Act).
    (d) If, with respect to any such Follow-On Investment:
    (i) The amount of the opportunity proposed to be made available to 
any Regulated Fund is not based on the Regulated Funds' and the 
Affiliated Investors' outstanding investments in the issuer or the 
security at issue, as appropriate, immediately preceding the Follow-On 
Investment; and
    (ii) the aggregate amount recommended by the Advisers to be 
invested in the Follow-On Investment by the participating Regulated 
Funds and any participating Affiliated Investors, collectively, exceeds 
the amount of the investment opportunity, then the Follow-On Investment 
opportunity will be allocated among them pro rata based on Available 
Capital (as described in greater detail in the application).
    (e) Other Conditions. The acquisition of Follow-On Investments as 
permitted by this condition will be considered a Co-Investment 
Transaction for all purposes and subject to the other conditions set 
forth in the application.
    11. 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 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.

[[Page 61379]]

    12. 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.
    13. 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.
    14. The expenses, if any, associated with acquiring, holding or 
disposing of any securities acquired in a Co-Investment Transaction 
(including, without limitation, the expenses of the distribution of any 
such securities registered for sale under the 1933 Act) 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.
    15. Any transaction fee \26\ (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)(D), 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).
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    \26\ Applicants are not requesting and the staff is not 
providing any relief for transaction fees received in connection 
with any Co-Investment Transaction.
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    16. If the Holders own in the aggregate more than 25% of the 
Shares, then the Holders will vote such Shares in the same percentages 
as the Regulated Fund's other shareholders (not including the Holders) 
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.
    17. 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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-24148 Filed 11-4-21; 8:45 am]
BILLING CODE 8011-01-P


