File No. 812-15275
Before the
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of the Application of:
CARLYLE SECURED LENDING, INC., CARLYLE CREDIT SOLUTIONS, INC., TCG BDC SPV LLC, CARLYLE CREDIT SOLUTIONS SPV LLC, CARLYLE CREDIT SOLUTIONS
SPV 2 LLC, CARLYLE DIRECT LENDING CLO 2015-1R LLC, CARLYLE SECURED LENDING III, OCPC CREDIT FACILITY SPV LLC, CARLYLE TACTICAL PRIVATE CREDIT FUND, CARLYLE ALPINVEST PRIVATE MARKETS FUND, CARLYLE CREDIT INCOME FUND, CARLYLE GLOBAL CREDIT INVESTMENT
MANAGEMENT L.L.C., CSL III ADVISOR, LLC, CARLYLE CLO MANAGEMENT L.L.C., MC UNI LLC, MC UNI SUBSIDIARY LLC, MC UNI SUBSIDIARY II (BLOCKER) LLC, CPC V, LP, CPC V SPV LLC, CDL 2018-1, L.L.C., CDL 2018-1 SPV LLC, CDL 2018-2, L.P., CARLYLE ONTARIO CREDIT
PARTNERSHIP, L.P., CARLYLE ONTARIO CREDIT SLP L.L.C., CARLYLE ONTARIO CREDIT SPECIAL LIMITED PARTNER, L.P., CARLYLE SKYLINE CREDIT FUND, L.P., CDL 2020-3, L.L.C., CARLYLE CLO FUND, L.P., CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-3, LTD., CARLYLE
GLOBAL MARKET STRATEGIES CLO 2012-4, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-2, LTD., CARLYLE GLOBAL MARKET
STRATEGIES CLO 2013-3, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-4, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-2-R, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-3-R, LTD, CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-4-R, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-5, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-3, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-4, LTD., CARLYLE GLOBAL
MARKET STRATEGIES CLO 2015-5, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-2, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-3, LTD., CARLYLE US CLO 2016-4, LTD., CARLYLE US CLO 2017-1, LTD., CARLYLE US CLO 2017-2, LTD., CARLYLE US CLO 2017-3, LTD., CARLYLE US CLO 2017-4,
LTD., CARLYLE US CLO 2017-5, LTD., CARLYLE US CLO 2018-1, LTD., CARLYLE US CLO 2018-2, LTD., CARLYLE US CLO 2018-3, LTD., CARLYLE US CLO 2018-4, LTD., CARLYLE US CLO 2019-1, LTD., CARLYLE US CLO 2019-2, LTD.,
CARLYLE US CLO 2019-3, LTD., CARLYLE US CLO 2019-4, LTD., CARLYLE US CLO 2020-1, LTD., CARLYLE US CLO 2021-1, LTD., CARLYLE STRUCTURED CREDIT FUND, L.P., CARLYLE C17 CLO, LTD., CARLYLE US CLO 2020-2, LTD., CARLYLE US CLO 2021-2, LTD., CARLYLE
STRUCTURED CREDIT COINVESTMENT, L.P., CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II, L.P., CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II-A, L.P., CEMOF II COINVESTMENT, L.P., CEMOF II MASTER CO-INVESTMENT PARTNERS, L.P., CEMOF II MASTER CO-INVESTMENT PARTNERS AIV ONE, L.P., CEMOF II MASTER CO-INVESTMENT PARTNERS AIV, L.P., CEMOF-A COINVESTMENT PARTNERS, L.P., CEMOF II AIV, L.P., CEMOF II AIV ONE, L.P., CEMOF II AIV TWO, L.P., CEMOF II AIV THREE, L.P., CEMOF II AIV FOUR, L.P., CEMOF II-A AIV,
L.P., CEMOF II-A AIV ONE, L.P., CEMOF II-A AIV TWO, L.P., CEMOF II-A AIV THREE, L.P., CEMOF II-A AIV FOUR, L.P., CEMOF II OFFSHORE INVESTORS, L.P., CARLYLE CREDIT
OPPORTUNITIES FUND (PARALLEL), L.P., CARLYLE CREDIT OPPORTUNITIES FUND, L.P., CCOF CAYMAN, L.P., CCOF CO-INVESTMENT, L.P., CCOF NORTH CO-INVESTMENT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND NOTE ISSUER, L.P., CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) NOTE ISSUER, L.P., CCOF GEM CO-INVESTMENT, L.P., CCOF MASTER CAYMAN GEM CO-INVESTMENT, LTD., CCOF ONSHORE CO-BORROWER LLC, CCOF MASTER CAYMAN, LTD., CCOF S.à r.l., CCOF MASTER S.à r.l., CCOF SPV I S.à r.l., CCOF MASTER
CO-INVESTMENT S.à r.l., CCOF CO-INVESTMENT S.à r.l., CCOF MAIN SPV, L.P., CARLYLE TANGO RE CREDIT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II, SCSp, CARLYLE CREDIT OPPORTUNITIES FUND
II NOTE ISSUER, L.P., CCOF II LUX FEEDER, SCSp, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II NOTE ISSUER, L.P., CCOF II CO-INVESTMENT, L.P., CCOF II MASTER, L.P., CCOF II MASTER CAYMAN, LTD., CCOF II ONSHORE SPV, L.P., CCOF II MASTER S.à
r.l., CCOF II SPV S.à r.l., CCOF MASTER, L.P., CCOF PARALLEL AIV, L.P., CCOF PARALLEL AIV INVESTORS, L.L.C., CARLYLE STRATEGIC PARTNERS IV, L.P., CSP IV COINVESTMENT, L.P., CSP IV COINVESTMENT (CAYMAN), L.P., CSP IV (CAYMAN 1), L.P., CSP IV
ACQUISITIONS, L.P., CSP IV S-1 AIV, L.P., CSP IV S-1A AIV, L.P., CSP IV S-1B AIV, L.P., CREDIT ACQUISITIONS (CAYMAN-3), L.P., CSP IV ARF (CAYMAN 3), L.P., CSP IV (CAYMAN 2), L.P., CSP IV (CAYMAN 3), L.P., CARLYLE CLOVER PARTNERS, L.P., CARLYLE
CLOVER PARTNERS 2, L.P., TCG CAPITAL MARKETS L.L.C., TCG SENIOR FUNDING L.L.C., CARLYLE REVOLVING LOAN FUND, L.P., CREV COINVESTMENT, L.P., CREV CAYMAN, L.P., CLOVER FINANCING SPV, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND, L.P., CARLYLE BRAVO
OPPORTUNISTIC CREDIT PARTNERSHIP, L.P., CARLYLE BRAVO OPPORTUNISTIC CREDIT FEEDER, L.P., CELF ADVISORS LLP, CIC ADVISORS LLP, CARLYLE EURO CLO 2013-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-2 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-3 DAC, CARLYLE GLOBAL
MARKET STRATEGIES EURO CLO 2015-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-2 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO
2015-3 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-2 DAC, CARLYLE
EURO CLO 2017-1 DAC, CARLYLE EURO CLO 2017-2 DAC, CARLYLE EURO CLO 2017-3 DAC, CARLYLE EURO CLO
2018-1 DAC, CARLYLE EURO CLO 2018-2 DAC, CARLYLE EURO CLO 2019-1 DAC, CARLYLE EURO CLO
2019-2 DAC, CARLYLE EURO CLO 2020-1 DAC, CARLYLE EURO CLO 2020-2 DAC, CARLYLE EURO CLO 2021-1 DAC, CARLYLE EURO CLO 2021-2 DAC,
CARLYLE EURO CLO 2021-3 DAC, CARLYLE US CLO 2021-3S, LTD., CARLYLE US CLO 2021-4, LTD., CARLYLE US CLO 2021-5, LTD., CARLYLE US CLO 2021-6, LTD., CARLYLE US CLO 2021-7, LTD., CARLYLE US CLO 2021-8, LTD., CARLYLE US CLO 2021-10, LTD., CARLYLE US CLO
2021-9, LTD., CARLYLE US CLO 2021-11, LTD., CARLYLE US CLO 2022-1, LTD., CARLYLE US CLO 2022-2, LTD., CARLYLE US CLO 2023-3, LTD., CICF COINVESTMENT, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND NOTE ISSUER, L.P., CICF LUX FEEDER, SCSP, CARLYLE CREDIT
OPPORTUNITIES FUND (PARALLEL) AIV, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 2, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 2, L.P., CARLYLE CREDIT
OPPORTUNITIES FUND (PARALLEL) AIV 3, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 4, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 3, L.L.C., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 4, LLC, CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 3, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 4, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV INVESTORS 3, LLC, PROJECT MEDIACO, L.P., CARLYLE BRAVO CREDIT INVESTOR, LLC,
PROJECT HARMONY, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2, SCSP, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV, SCSP, CCOF II PARALLEL AIV INVESTORS, SCSP, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV HOLDINGS, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2 HOLDINGS, L.P., CARLYLE SPINNAKER PARTNERS 2, L.P., CARLYLE SPINNAKER PARTNERS 2 MAIN, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II-N, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II-N MAIN, L.P.,
CARLYLE REVOLVING LOAN FUND II, L.P., CREV II CAYMAN, L.P., CARLYLE DIRECT LENDING FUND (LEVERED), L.P., CARLYLE DIRECT LENDING FUND, L.P., CARLYLE FALCON STRUCTURED SOLUTIONS, L.L.C., CARLYLE AURORA INFRASTRUCTURE CREDIT PARTNERS, L.P., CARLYLE
INFRASTRUCTURE CREDIT FUND (LEVERED), L.P., CREV II COINVESTMENT, L.P., CARLYLE ONTARIO CREDIT PARTNERSHIP DIRECT LENDING SPV, L.P., CARLYLE SKYLINE CREDIT FUND AIV, L.P., CCOF II PARALLEL IRVING AIV INVESTORS (LUX), SCSP, CCOF II LUX FEEDER IRVING
AIV, SCSP, CCOF II PARALLEL IRVING AIV INVESTORS (DE), L.L.C., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV 2, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV, L.P., CSP IV BRAWN AIV, L.P., CSP IV COINVEST BRAWN
INVESTORS, L.P., CSP IV COINVEST BRAWN, L.P., CSP IV (PARALLEL) AIV I, L.P., CSP IV CREDIT INVESTOR, LLC, BRAWN COINVEST ELECTING INVESTORS, L.P., CARLYLE TANGO RE CREDIT SPLITTER, L.P., CARLYLE CEDAR INFRASTRUCTURE CREDIT PARTNERS, L.P., CARLYLE
AURORA REVOLVING LOAN FUND, L.P., CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1 PARTNERSHIP, L.P., CARLYLE US CLO 2022-F, LTD., CARLYLE US CLO 2022-3, LTD., CARLYLE US CLO 2022-H, LTD., CBAM 2017-1, LTD., CBAM 2017-2, LTD., CBAM 2017-3, LTD., CBAM
2017-4, L.L.C., CBAM 2017-4, LTD., CBAM 2018-5, LTD., CBAM 2018-6, LTD., CBAM 2018-7, LTD., CBAM 2018-8, LTD., CBAM 2019-9, LTD., CBAM 2019-10, LTD., CBAM 2019-11R, LTD., CBAM 2020-12, LTD., CBAM 2020-13, LLC, CBAM 2020-13, LTD., CBAM 2021-14, LTD.,
CBAM 2021-15, LLC, CARLYLE CREDIT OPPORTUNITIES FUND III, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III (PARALLEL), SCSP, CARLYLE CREDIT OPPORTUNITIES FUND III PLUS, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III PLUS (PARALLEL), SCSP, CFLEX EU HOLDINGS,
S.à R.L., CDL JUNIPD, L.P., CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND, L.P., CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P., CFLEX HOLDINGS I, L.P., CFLEX HOLDINGS II, L.P., CFLEX SUB (PARALLEL), L.P., CARLYLE PRIVATE MARKETS
S.A. SICAV-RAIF, CCOF II PRIVATE INVESTORS FEEDER, L.P., CCOF II (PARALLEL) PASTRY FEEDER AIV, L.P., CCOF II (PARALLEL) PASTRY AIV, L.P., CCOF II-G PASTRY AIV, L.P., CARLYLE SPINNAKER PASTRY AIV, L.P., CCOF II-N PASTRY AIV, L.P., CCOF III (PARALLEL)
ONSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) OFFSHORE INVESTORS A AIV, L.P., CCOF III (PARALLEL) OFFSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) PASTRY FEEDER AIV, L.P., CCOF III PASTRY AGGREGATOR L.P., CCOF III (PARALLEL) PASTRY AIV,
L.P., CCOF III (PARALLEL) ONSHORE INVESTORS A AIV, L.P., CCOF ALERA AGGREGATOR, L.P., CCOF III (PARALLEL) LITMUS FEEDER AIV, L.P., CCOF III (PARALLEL) LITMUS AIV, L.P., CCOF III LITMUS AGGREGATOR, L.P., CCOF II PARALLEL LITMUS AIV INVESTORS 3, LLC,
CARLYLE INFRASTRUCTURE CREDIT FUND II, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS EQUITY FEEDER, L.P., CDPI CO-INVESTMENT, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS INSURANCE FEEDER, L.P.,
CARLYLE ASSET FINANCE, L.P., CCOF SMA PASTRY AIV INVESTORS A, LLC, CCOF SMA PASTRY AIV INVESTORS B, LLC, CCOF III (PARALLEL) PASTRY AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS B, LLC,
CCOF III (PARALLEL) PASTRY AIV INVESTORS B, LLC, CSS MH 2023-1 TRUST, CSS MH 2023-1 LLC, CCOF III PSV CO-INVESTMENT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE FEEDER, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III
PRIVATE SECURITIZATION VEHICLE BORROWER, L.P., CFLEX LEVERED SUB, L.L.C., CFLEX HOLDINGS II SPV, L.P., CFLEX HOLDINGS I SPV, L.P., CCOF III (PARALLEL) LITMUS AIV INVESTORS, LLC, CCOF III (PARALLEL) LITMUS AIV INVESTORS 2, LLC, CCOF III (PARALLEL)
LITMUS AIV INVESTORS 3, LLC, CARLYLE ASSET FINANCE CO-INVESTMENT, L.P., TCG CREDIT KFA CO-INVEST, LLC, CBAM CLO 2020-12 BLOCKER I LLC, CBAM CLO 2019-11R BLOCKER I LLC, CBAM CLO 2020-13 BLOCKER I LLC, CBAM CLO 2021-14 BLOCKER I LLC, CBAM CLO 2017-1
BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2017-2 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2017-3 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2017-4 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-5 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-6 BLOCKER 3 (DELAWARE) LLC, CBAM CLO
2018-7 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-8 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2019-9 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2019-10 BLOCKER 3 (DELAWARE) LLC, CFLEX INVESTMENT HOLDINGS, L.P., CARLYLE US CLO 2023-2, LTD., CARLYLE US CLO 2022-1 -
BLOCKER, LTD., CARLYLE US CLO 2022-2 - BLOCKER, LTD., CARLYLE US CLO 2022-3 - BLOCKER, LTD., CARLYLE US CLO 2022-4 - BLOCKER, LTD., CARLYLE US CLO 2022-5 - BLOCKER, LTD., CARLYLE US CLO 2022-6 - BLOCKER, LTD., CARLYLE US CLO 2023-1, LLC, CARLYLE US
CLO 2023-A, LTD., CARLYLE CHARLIE OPPORTUNISTIC CREDIT FEEDER, L.P., ALPINVEST CO-INVESTMENT FUND (OFFSHORE) VIII, L.P., ALP L GLOBAL PE SMA FUND, L.P., ALPINVEST ACCESS FUND III, L.P., ALPINVEST SECONDARIES FUND (OFFSHORE) VII, L.P., ALPINVEST
FINANCE STREET II, L.P., ALPINVEST GRIO FUND, L.P., ALPINVEST PEP SECONDARY FUND 2021, L.P., ALPINVEST SIG FUND, L.P., ALPINVEST SPIRE FUND, L.P., ASF VII ACCESS SIDECAR, L.P., ASF VII G SIDECAR, L.P., ASF VII PACIFIC SIDECAR, L.P., CENDANA I, L.P.,
ALPINVEST CO-INVESTMENT FUND (ONSHORE) VIII, L.P., ALPINVEST SECONDARIES FUND (ONSHORE) VII, L.P., ALPINVEST ACCESS FUND II, L.P., ALPINVEST ACCESS FUND II-A, L.P., ALPINVEST C FUND II, L.P., ALPINVEST C FUND, L.P., ALPINVEST HLI FUND, L.P.,
ALPINVEST CHESAPEAKE SCF I, L.P., ALPINVEST EDISON FUND, L.P., ALPINVEST FALCON SCF I, L.P., ALPINVEST HARVEST FUND, L.P., ALPINVEST NORTH RUSH III, L.P., ALPINVEST WB SSMA, L.P., HLI STRATEGIC L.P., ALPINVEST CO-INVESTMENT FUND (LUX MASTER) VIII,
SCSP, ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) VIII, SCSP, ALPINVEST SECONDARIES FUND (LUX MASTER) VII, SCSP, ALPINVEST SECONDARIES FUND (LUX EURO MASTER) VII, SCSP, ALPINVEST GENERALI SECONDARY II SCSP-RAIF, AJ II FUND C.V., ALPINVEST
PARTNERS PRIMARY FUND INVESTMENTS 2020 II C.V., ALPINVEST PARTNERS SECONDARY INVESTMENTS 2020/2021 I C.V., ALPINVEST PM FUND C.V., AP P C.V., GGG FUND II C.V., ALPINVEST PRIVATE EQUITY INVESTMENT MANAGEMENT, LLC, ALPINVEST ATOM FUND (LUX MASTER),
SCSP, ALPINVEST ATOM FUND (OFFSHORE), L.P., ALPINVEST ATOM FUND (ONSHORE), L.P., ALPINVEST PEP SECONDARY FUND 2022, L.P., ALPINVEST PSS FUND II, L.P., ALPINVEST PHOENIX SCF I, L.P., TOP CASTLE SIDECAR VII, L.P., ALPINVEST INDIGO I CI, L.P.,
ALPINVEST INDIGO SCF I, L.P., ALPINVEST CWS FUND, SCSP, ALPINVEST GENERALI SCA, SICAV-RAIF, AP KP FUND II SCSP, AP M C.V., AP M CO-INVESTMENT II C.V., AP M SECONDARIES C.V., ALPINVEST PG 2022 FUND C.V., ASP ASPIRE (CAYMAN), L.P., ASP MATRIX III,
L.P., ALPINVEST HLI II FUND, L.P., ALPINVEST N FUND, L.P., AP P II C.V., ALPINVEST CO-INVESTMENT FUND (ONSHORE) IX, L.P., ALPINVEST CO-INVESTMENT FUND (OFFSHORE) IX, L.P., ALPINVEST CO-INVESTMENT FUND (LUX MASTER) IX, SCSP, ALPINVEST CO-INVESTMENT
FUND (LUX EURO MASTER) IX, SCSP, CARLYLE CLO PARTNERS, L.P., CARLYLE CREDIT OPPORTUNITIES CRHQ, SCSP, CARLYLE STRUCTURED SOLUTIONS G CO-INVEST, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND II (PARALLEL), S.C.SP., CARLYLE INFRASTRUCTURE CREDIT FUND II
(LEVERED), L.P., CARLYLE US CLO 2023-C, LTD., CARLYLE US CLO 2023-5, LTD., CARLYLE US CLO 2023-E, LTD., CARLYLE US CLO 2024-A, LTD., CARLYLE US CLO 2024-B, LTD., ALPINVEST ATOM FUND (OFFSHORE) II, L.P., ALPINVEST ATOM FUND (ONSHORE) II, L.P., ASF
VIII SIDECAR, L.P., ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P., ALPINVEST SECONDARIES FUND (ONSHORE) VIII, L.P., ALPINVEST INDIGO II CI, L.P., ALPINVEST CWS FUND III C.V., AAF CI-A, L.P., ALPINVEST CORIENT FUND, L.P., ASP GROVE, L.P., ASP
JORDAN, L.P., ASP MARTIN, L.P., ASP OYSTER, L.P., ALPINVEST GRIO FUND II, L.P., ALPINVEST REDC FUND, L.P., ALPINVEST SECONDARIES MERLION FUND, L.P., ALPINVEST SIG II FUND, L.P., ALPINVEST VICTORIA GROWTH PORTFOLIO, L.P., CCOF III (PARALLEL) PURPLE
CO-INVEST AGGREGATOR, L.P., CARLYLE US CLO 2024-C, LTD., CSS SOLAR 2024-1 TOPCO L.L.C., CCOF III NEXUS CO-INVEST AGGREGATOR, L.P.
1
AMENDMENT NO. 6 TO THE APPLICATION FOR AN ORDER UNDER
SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF
1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY
SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF
1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
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Please direct all communications, notices and
orders to: |
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Copies to: |
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Joshua Lefkowitz |
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Rajib Chanda Christopher
P. Healey Simpson Thacher & Bartlett LLP 900 G
Street NW Washington, D.C. 20001 |
Carlyle Global Credit Investment Management LLC
One Vanderbilt Avenue Suite 3400 |
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New York, NY 10017 |
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(202)-636-5500 |
(212) 813-4900 |
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rajib.chanda@stblaw.com
christopher.healey@stblaw.com |
May 14, 2024
This Application (including Exhibits) contains 201 pages
2
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND
EXCHANGE COMMISSION
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In the matter of:
CARLYLE SECURED LENDING, INC., CARLYLE CREDIT SOLUTIONS, INC., TCG BDC SPV LLC, CARLYLE CREDIT SOLUTIONS SPV LLC, CARLYLE CREDIT SOLUTIONS
SPV 2 LLC, CARLYLE DIRECT LENDING CLO 2015-1R LLC, CARLYLE SECURED LENDING III, OCPC CREDIT FACILITY SPV LLC, CARLYLE TACTICAL PRIVATE CREDIT FUND, CARLYLE ALPINVEST PRIVATE MARKETS FUND, CARLYLE CREDIT INCOME FUND, CARLYLE GLOBAL CREDIT INVESTMENT
MANAGEMENT L.L.C., CSL III ADVISOR, LLC CARLYLE CLO MANAGEMENT L.L.C., MC UNI LLC, MC UNI SUBSIDIARY LLC, MC UNI SUBSIDIARY II (BLOCKER) LLC, CPC V, LP, CPC V SPV LLC, CDL 2018-1, L.L.C., CDL 2018-1 SPV LLC, CDL 2018-2, L.P., CARLYLE ONTARIO CREDIT
PARTNERSHIP, L.P., CARLYLE ONTARIO CREDIT SLP L.L.C., CARLYLE ONTARIO CREDIT SPECIAL LIMITED PARTNER, L.P., CARLYLE SKYLINE CREDIT FUND, L.P., CDL 2020-3, L.L.C., CARLYLE CLO FUND, L.P., CARLYLE GLOBAL MARKET STRATEGIES CLO 2012-3, LTD., CARLYLE
GLOBAL MARKET STRATEGIES CLO 2012-4, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-2, LTD., CARLYLE GLOBAL MARKET
STRATEGIES CLO 2013-3, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-4, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-2-R, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-3-R, LTD, CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-4-R, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-5, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-3, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-4, LTD., CARLYLE GLOBAL
MARKET STRATEGIES CLO 2015-5, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-1, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-2, LTD., CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-3, LTD., CARLYLE US CLO 2016-4, LTD., CARLYLE US CLO 2017-1, LTD., CARLYLE US CLO 2017-2, LTD., CARLYLE US CLO 2017-3, LTD., CARLYLE US CLO 2017-4,
LTD., CARLYLE US CLO 2017-5, LTD., CARLYLE US CLO 2018-1, LTD., CARLYLE US CLO 2018-2, LTD., CARLYLE US CLO 2018-3, LTD., CARLYLE US CLO 2018-4, LTD., CARLYLE US CLO 2019-1, LTD., CARLYLE US CLO 2019-2, LTD.,
CARLYLE US CLO 2019-3, LTD., CARLYLE US CLO 2019-4, LTD., CARLYLE US CLO 2020-1, LTD., CARLYLE US CLO 2021-1, LTD., CARLYLE STRUCTURED CREDIT FUND, L.P., CARLYLE C17 CLO, |
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Amendment No. 6 to the Application for an Order under Sections 17(d),
57(a)(4) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940 Permitting Certain Joint Transactions Otherwise Prohibited by Sections 17(d), 57(a)(4) and 57(i)
of the Investment Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940 |
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LTD., CARLYLE US CLO 2020-2, LTD., CARLYLE US CLO 2021-2, LTD., CARLYLE STRUCTURED CREDIT COINVESTMENT, L.P., CARLYLE ENERGY MEZZANINE
OPPORTUNITIES FUND II, L.P., CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II-A, L.P., CEMOF II COINVESTMENT, L.P., CEMOF II MASTER CO-INVESTMENT PARTNERS, L.P., CEMOF II
MASTER CO-INVESTMENT PARTNERS AIV ONE, L.P., CEMOF II MASTER CO-INVESTMENT PARTNERS AIV, L.P., CEMOF-A COINVESTMENT PARTNERS,
L.P., CEMOF II AIV, L.P., CEMOF II AIV ONE, L.P., CEMOF II AIV TWO, L.P., CEMOF II AIV THREE, L.P., CEMOF II AIV FOUR, L.P., CEMOF II-A AIV, L.P., CEMOF II-A AIV ONE,
L.P., CEMOF II-A AIV TWO, L.P., CEMOF II-A AIV THREE, L.P., CEMOF II-A AIV FOUR, L.P., CEMOF II OFFSHORE INVESTORS, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P., CARLYLE CREDIT OPPORTUNITIES FUND,
L.P., CCOF CAYMAN, L.P., CCOF CO-INVESTMENT, L.P., CCOF NORTH CO-INVESTMENT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND NOTE ISSUER, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) NOTE ISSUER, L.P., CCOF GEM CO-INVESTMENT, L.P., CCOF MASTER CAYMAN
GEM CO-INVESTMENT, LTD., CCOF ONSHORE CO-BORROWER LLC, CCOF MASTER CAYMAN, LTD., CCOF S.à r.l., CCOF MASTER S.à r.l., CCOF SPV I S.à r.l., CCOF MASTER CO-INVESTMENT S.à r.l., CCOF CO-INVESTMENT S.à r.l., CCOF MAIN SPV, L.P.,
CARLYLE TANGO RE CREDIT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II, SCSp, CARLYLE CREDIT OPPORTUNITIES FUND II NOTE ISSUER, L.P., CCOF II LUX FEEDER, SCSp, CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) II NOTE ISSUER, L.P., CCOF II CO-INVESTMENT, L.P., CCOF II MASTER, L.P., CCOF II MASTER CAYMAN, LTD., CCOF II ONSHORE SPV, L.P., CCOF II MASTER S.à r.l., CCOF II SPV S.à r.l., CCOF MASTER, L.P., CCOF PARALLEL AIV, L.P., CCOF
PARALLEL AIV |
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3
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INVESTORS, L.L.C., CARLYLE STRATEGIC PARTNERS IV, L.P., CSP IV COINVESTMENT, L.P., CSP IV COINVESTMENT (CAYMAN), L.P., CSP IV (CAYMAN 1),
L.P., CSP IV ACQUISITIONS, L.P., CSP IV S-1 AIV, L.P., CSP IV S-1A AIV, L.P., CSP IV S-1B AIV, L.P., CREDIT ACQUISITIONS (CAYMAN-3), L.P., CSP IV ARF (CAYMAN 3), L.P., CSP IV (CAYMAN 2), L.P., CSP IV (CAYMAN 3), L.P., CARLYLE CLOVER PARTNERS, L.P.,
CARLYLE CLOVER PARTNERS 2, L.P., CARLYLE REVOLVING LOAN FUND, L.P., CREV COINVESTMENT, L.P., CREV CAYMAN, L.P., CLOVER FINANCING SPV, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND, L.P., CARLYLE BRAVO OPPORTUNISTIC CREDIT PARTNERSHIP, L.P., CARLYLE BRAVO
OPPORTUNISTIC CREDIT FEEDER, L.P., CELF ADVISORS LLP, CIC ADVISORS LLP, CARLYLE EURO CLO 2013-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-1 DAC, CARLYLE GLOBAL
MARKET STRATEGIES EURO CLO 2014-2 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-3 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO
2015-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-2 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 DAC, CARLYLE
GLOBAL MARKET STRATEGIES EURO CLO 2016-1 DAC, CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-2 DAC, CARLYLE EURO CLO 2017-1 DAC,
CARLYLE EURO CLO 2017-2 DAC, CARLYLE EURO CLO 2017-3 DAC, CARLYLE EURO CLO 2018-1 DAC, CARLYLE EURO CLO 2018-2 DAC, CARLYLE EURO CLO 2019-1 DAC, CARLYLE EURO CLO 2019-2 DAC, CARLYLE EURO CLO 2020-1
DAC, CARLYLE EURO CLO 2020-2 DAC, CARLYLE EURO CLO 2021-1 DAC, CARLYLE EURO CLO 2021-2 DAC, CARLYLE EURO CLO 2021-3 DAC, CARLYLE US CLO 2021-3S, LTD., CARLYLE US CLO 2021-4, LTD., CARLYLE US CLO 2021-5, LTD.,
CARLYLE US CLO 2021-6, LTD., CARLYLE US CLO 2021-7, LTD., CARLYLE US CLO 2021-8, LTD., CARLYLE US CLO 2021-10, LTD., CARLYLE US CLO 2021-9, LTD., CARLYLE US CLO 2021-11, LTD., CARLYLE US CLO 2022-1, LTD., CARLYLE US CLO 2022-2, LTD., CARLYLE US CLO
2023-3, LTD., CICF COINVESTMENT, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND NOTE ISSUER, L.P., CICF LUX FEEDER, SCSP, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS, L.P., CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 2, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 2, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 3, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 4, L.P., CARLYLE CREDIT
OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 3, L.L.C., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 4, LLC, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 3, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 4, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV INVESTORS 3, LLC, PROJECT MEDIACO, L.P., CARLYLE BRAVO CREDIT INVESTOR, LLC, PROJECT HARMONY, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2, SCSP, CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) II AIV, SCSP, CCOF II PARALLEL AIV INVESTORS, SCSP, CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV HOLDINGS, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2 HOLDINGS, L.P., CARLYLE SPINNAKER PARTNERS 2, L.P., CARLYLE
SPINNAKER PARTNERS 2 MAIN, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II-N, L.P., CARLYLE CREDIT OPPORTUNITIES FUND II-N MAIN, L.P., CARLYLE REVOLVING LOAN FUND II, L.P., CREV II CAYMAN, L.P., CARLYLE DIRECT LENDING FUND (LEVERED), L.P., CARLYLE DIRECT
LENDING FUND, L.P., CARLYLE FALCON STRUCTURED SOLUTIONS, L.L.C., CARLYLE AURORA INFRASTRUCTURE CREDIT PARTNERS, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND (LEVERED), L.P., CREV II COINVESTMENT, L.P., CARLYLE ONTARIO CREDIT PARTNERSHIP DIRECT LENDING
SPV, L.P., CARLYLE SKYLINE CREDIT FUND AIV, L.P., CCOF II PARALLEL IRVING AIV INVESTORS (LUX), SCSP, CCOF II LUX FEEDER IRVING AIV, SCSP, CCOF II PARALLEL IRVING AIV INVESTORS (DE), L.L.C., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV
2, L.P., CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV, L.P., CSP IV BRAWN AIV, L.P., CSP IV COINVEST BRAWN INVESTORS, L.P., CSP IV COINVEST BRAWN, L.P., CSP IV (PARALLEL) AIV I, L.P., CSP IV CREDIT INVESTOR, LLC, BRAWN COINVEST
ELECTING INVESTORS, L.P., CARLYLE TANGO RE CREDIT SPLITTER, L.P., CARLYLE CEDAR INFRASTRUCTURE CREDIT PARTNERS, L.P., CARLYLE AURORA REVOLVING LOAN FUND, L.P., CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1 PARTNERSHIP, L.P., CARLYLE US CLO 2022-F,
LTD., CARLYLE US CLO 2022-3, LTD., CARLYLE US CLO 2022-H, LTD., CBAM 2017-1, LTD., CBAM 2017-2, LTD., CBAM 2017-3, LTD., CBAM 2017-4, L.L.C., CBAM 2017-4, LTD., CBAM 2018-5, LTD., CBAM 2018-6, LTD., CBAM 2018-7, LTD., CBAM 2018-8, LTD., CBAM 2019-9,
LTD., CBAM 2019-10, LTD., CBAM 2019-11R, LTD., CBAM 2020-12, LTD., CBAM 2020-13, LLC, CBAM 2020-13, LTD., CBAM 2021-14, LTD., CBAM 2021-15, LLC, CARLYLE CREDIT OPPORTUNITIES FUND III, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III (PARALLEL), SCSP,
CARLYLE CREDIT OPPORTUNITIES FUND III PLUS, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III PLUS (PARALLEL), SCSP, CFLEX EU HOLDINGS, S.à R.L., CDL JUNIPD, L.P., CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND, L.P., CARLYLE FLEXIBLE CREDIT
OPPORTUNITIES FUND (PARALLEL), L.P., CFLEX HOLDINGS I, L.P., CFLEX HOLDINGS II, L.P., CFLEX SUB (PARALLEL), L.P., CARLYLE PRIVATE MARKETS S.A. SICAV-RAIF, CCOF II PRIVATE INVESTORS FEEDER, L.P., CCOF II (PARALLEL) PASTRY FEEDER AIV, L.P., CCOF II
(PARALLEL) PASTRY AIV, L.P., CCOF II-G PASTRY AIV, L.P., CARLYLE SPINNAKER PASTRY AIV, L.P., CCOF II-N PASTRY AIV, L.P., CCOF III (PARALLEL) ONSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) OFFSHORE INVESTORS A AIV, L.P., CCOF III (PARALLEL)
OFFSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) PASTRY FEEDER AIV, L.P., CCOF III PASTRY AGGREGATOR L.P., CCOF III (PARALLEL) PASTRY AIV, L.P., CCOF III (PARALLEL) ONSHORE INVESTORS A AIV, L.P., CCOF ALERA AGGREGATOR, L.P., CCOF III (PARALLEL)
LITMUS FEEDER AIV, L.P., CCOF III (PARALLEL) LITMUS AIV, L.P., CCOF III LITMUS AGGREGATOR, L.P., CCOF II PARALLEL LITMUS AIV INVESTORS 3, LLC, CARLYLE INFRASTRUCTURE CREDIT FUND II, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS EQUITY FEEDER, L.P.,
CDPI CO-INVESTMENT, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS, L.P., CARLYLE DIVERSIFIED PRIVATE INVESTMENTS INSURANCE FEEDER, L.P., CARLYLE ASSET FINANCE, L.P., CCOF SMA PASTRY AIV INVESTORS A, LLC, CCOF SMA PASTRY AIV INVESTORS B, LLC, CCOF
III (PARALLEL) PASTRY AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS B, LLC, CCOF III (PARALLEL) PASTRY AIV INVESTORS B, LLC, CSS MH 2023-1 TRUST, CSS MH 2023-1 LLC, CCOF III PSV
CO-INVESTMENT, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE FEEDER, L.P., CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE BORROWER, L.P., CFLEX LEVERED SUB, L.L.C., CFLEX HOLDINGS II SPV, L.P.,
CFLEX HOLDINGS I SPV, L.P., CCOF III (PARALLEL) LITMUS AIV INVESTORS, LLC, CCOF III (PARALLEL) LITMUS AIV INVESTORS 2, LLC, CCOF III (PARALLEL) LITMUS AIV INVESTORS 3, LLC, CARLYLE ASSET FINANCE CO-INVESTMENT, L.P., TCG CREDIT KFA CO-INVEST, LLC,
CBAM CLO 2020-12 BLOCKER I LLC, CBAM CLO 2019-11R BLOCKER I LLC, CBAM CLO 2020-13 BLOCKER I LLC, CBAM CLO 2021-14 BLOCKER I LLC, CBAM CLO 2017-1 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2017-2 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2017-3 BLOCKER 3 (DELAWARE)
LLC, CBAM CLO 2017-4 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-5 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-6 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-7 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2018-8 BLOCKER 3 (DELAWARE) LLC, CBAM CLO 2019-9 BLOCKER 3
(DELAWARE) LLC, CBAM CLO 2019-10 BLOCKER 3 (DELAWARE) LLC, CFLEX INVESTMENT HOLDINGS, L.P., CARLYLE US CLO 2023-2, LTD., CARLYLE US CLO 2022-1 - BLOCKER, LTD., CARLYLE US CLO 2022-2 - BLOCKER, LTD., CARLYLE US CLO 2022-3 - BLOCKER, LTD., CARLYLE US
CLO 2022-4 - BLOCKER, LTD., CARLYLE US CLO 2022-5 - BLOCKER, LTD., CARLYLE US CLO 2022-6 - BLOCKER, LTD., CARLYLE US CLO 2023-1, LLC, CARLYLE US CLO 2023-A, LTD., CARLYLE CHARLIE OPPORTUNISTIC CREDIT FEEDER, L.P., ALPINVEST CO-INVESTMENT FUND
(OFFSHORE) VIII, L.P., ALP L GLOBAL PE SMA FUND, L.P., ALPINVEST ACCESS FUND III, L.P., ALPINVEST SECONDARIES FUND (OFFSHORE) VII, L.P., ALPINVEST FINANCE STREET II, L.P., ALPINVEST GRIO FUND, L.P., ALPINVEST PEP SECONDARY FUND 2021, L.P., ALPINVEST
SIG FUND, L.P., ALPINVEST SPIRE FUND, L.P., ASF VII ACCESS SIDECAR, L.P., ASF VII G SIDECAR, L.P., ASF VII PACIFIC SIDECAR, L.P., CENDANA I, L.P., ALPINVEST CO-INVESTMENT FUND (ONSHORE) VIII, L.P., ALPINVEST SECONDARIES FUND (ONSHORE) VII, L.P.,
ALPINVEST ACCESS FUND II, L.P., ALPINVEST ACCESS FUND II-A, L.P., ALPINVEST C FUND II, L.P., ALPINVEST C FUND, L.P., ALPINVEST HLI FUND, L.P., ALPINVEST CHESAPEAKE SCF I, L.P., ALPINVEST EDISON FUND, L.P., ALPINVEST FALCON SCF I, L.P., ALPINVEST
HARVEST FUND, L.P., ALPINVEST NORTH RUSH III, L.P., ALPINVEST WB SSMA, L.P., HLI STRATEGIC L.P., ALPINVEST CO-INVESTMENT FUND (LUX MASTER) VIII, SCSP, ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) VIII, SCSP, ALPINVEST SECONDARIES FUND (LUX MASTER)
VII, SCSP, ALPINVEST SECONDARIES FUND (LUX EURO MASTER) VII, SCSP, ALPINVEST GENERALI SECONDARY II SCSP-RAIF, AJ II FUND C.V., ALPINVEST PARTNERS PRIMARY FUND INVESTMENTS 2020 II C.V., ALPINVEST PARTNERS SECONDARY INVESTMENTS 2020/2021 I C.V.,
ALPINVEST PM FUND C.V., AP P C.V., GGG FUND II C.V., ALPINVEST PRIVATE EQUITY INVESTMENT MANAGEMENT, LLC, ALPINVEST ATOM FUND (LUX MASTER), SCSP, ALPINVEST ATOM FUND (OFFSHORE), L.P., ALPINVEST ATOM FUND (ONSHORE), L.P., ALPINVEST PEP SECONDARY FUND
2022, L.P., ALPINVEST PSS FUND II, L.P., ALPINVEST PHOENIX SCF I, L.P., TOP CASTLE SIDECAR VII, L.P., ALPINVEST INDIGO I CI, L.P., ALPINVEST INDIGO SCF I, L.P., ALPINVEST CWS FUND, SCSP, ALPINVEST GENERALI SCA, SICAV-RAIF, AP KP FUND II SCSP, AP M
C.V., AP M CO-INVESTMENT II C.V., AP M SECONDARIES C.V., ALPINVEST PG 2022 FUND C.V., ASP ASPIRE (CAYMAN), L.P., ASP MATRIX III, L.P., ALPINVEST HLI II FUND, L.P., ALPINVEST N FUND, L.P., AP P II C.V., ALPINVEST CO-INVESTMENT FUND (ONSHORE) IX,
L.P., ALPINVEST CO-INVESTMENT FUND (OFFSHORE) IX, L.P., ALPINVEST CO-INVESTMENT FUND (LUX MASTER) IX, SCSP, ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) IX, SCSP, CARLYLE CLO PARTNERS, L.P., CARLYLE CREDIT OPPORTUNITIES CRHQ, SCSP, CARLYLE
STRUCTURED SOLUTIONS G CO-INVEST, L.P., CARLYLE INFRASTRUCTURE CREDIT FUND II (PARALLEL), S.C.SP., CARLYLE INFRASTRUCTURE CREDIT FUND II (LEVERED), L.P., CARLYLE US CLO 2023-C, LTD., CARLYLE US CLO 2023-5, LTD., CARLYLE US CLO 2023-E, LTD., CARLYLE
US CLO 2024-A, LTD., CARLYLE US CLO 2024-B, LTD., ALPINVEST ATOM FUND (OFFSHORE) II, L.P., ALPINVEST ATOM FUND (ONSHORE) II, L.P., ASF VIII SIDECAR, L.P., ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P., ALPINVEST SECONDARIES FUND (ONSHORE) VIII,
L.P., ALPINVEST INDIGO II CI, L.P., ALPINVEST CWS FUND III C.V., AAF CI-A, L.P., ALPINVEST CORIENT FUND, L.P., ASP GROVE, L.P., ASP JORDAN, L.P., ASP MARTIN, L.P., ASP OYSTER, L.P., ALPINVEST GRIO FUND II, L.P., ALPINVEST REDC FUND, L.P., ALPINVEST
SECONDARIES MERLION FUND, L.P., ALPINVEST SIG II FUND, L.P., ALPINVEST VICTORIA GROWTH PORTFOLIO, L.P., CCOF III (PARALLEL) PURPLE CO-INVEST AGGREGATOR, L.P., CARLYLE US CLO 2024-C, LTD., CSS SOLAR 2024-1 TOPCO L.L.C., CCOF III NEXUS CO-INVEST
AGGREGATOR, L.P. One Vanderbilt Avenue, Suite 3400
New York, NY 10017
and
TCG CAPITAL MARKETS L.L.C. AND TCG SENIOR FUNDING L.L.C.
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, DC 20004 |
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Carlyle Secured Lending, Inc. (f/k/a TCG BDC, Inc.) (BDC I), Carlyle Credit Solutions, Inc. (f/k/a TCG BDC II, Inc.) (BDC
II), Carlyle Secured Lending III (BDC III), Carlyle Tactical Private Credit Fund (CTAC), Carlyle AlpInvest Private Markets Fund (CAPM) and Carlyle
Credit Opportunities Fund (CCIF) and their related entities identified in Section I.B below hereby request an order (the Order) pursuant to Sections 17(d), 57(a)(4) and 57(i) of the Investment
Company Act of 1940, as amended (the Act),1 and Rule 17d-1 thereunder2
authorizing certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the U.S. Securities and Exchange Commission (the
Commission) under the Act.
In particular, the relief requested in this application (the Application)
would allow a Regulated Fund (defined below) (or any Wholly-Owned Investment Sub (defined below) of such Regulated Fund), on the one hand, and one or more
1 |
Unless otherwise indicated, all section references herein are to the Act. |
2 |
Unless otherwise indicated, all rule references herein are to rules under the Act.
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other Regulated Funds (or any Wholly-Owned Investment Sub of such Regulated Fund) and/or one or more Affiliated Funds (defined below), on the other hand, to participate in the same investment
opportunities where such participation would otherwise be prohibited under Section 17(d) or 57(a)(4) and the rules under the Act. All existing entities that currently intend to rely on the Order have been named as Applicants (defined below) and
any existing or future entities that may rely on the Order in the future will comply with the terms and conditions set forth below in this Application
(the Conditions)3. The Order would supersede an exemptive order issued by the Commission on January 17, 2018 (the Prior Order) that was
granted pursuant to Sections 17(d) and 57(i) and Rule 17d-1, and no person will rely on the Prior Order after the date the Order is granted.4
B. |
Applicants Seeking Relief: |
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BDC I, an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC (defined below) under the Act; |
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BDC II, an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC (defined below) under the Act; |
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BDC III, an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC (defined below) under the Act; |
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CTAC, a non-diversified
closed-end management company that is operated as an interval fund; |
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CAPM, a non-diversified closed-end management company; |
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CCIF, a non-diversified closed-end management company; |
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Carlyle Global Credit Investment Management L.L.C. (CGCIM), an investment adviser
registered with the Commission under the Investment Advisers Act of 1940, as amended (the Advisers Act), which serves as the investment adviser to each of BDC I, BDC II, CTAC, CCIF, the Private Credit Existing Affiliated
Funds, the Structured Credit Existing Non-CLO Funds, the Energy Credit Existing Affiliated Funds, the Opportunistic Credit Existing Affiliated Funds, the Distressed Credit Existing Affiliated Funds, the
Infrastructure Credit Existing Affiliated Funds and the Platform Initiatives Existing Affiliated Funds (each as defined in Schedule A hereto) and the sub-adviser to CAPM prior to the effectiveness of the Order, on behalf of itself and its
successors;5 |
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CSL III Advisor, LLC (CSL III), an investment adviser registered with the Commission under the
Advisers Act, which serves as the investment adviser to BDC III, on behalf of itself and its successors; |
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AlpInvest Private Equity Investment Management, LLC (APEIM), an investment adviser
registered with the Commission under the Advisers Act, which serves as the investment adviser to CAPM, on behalf of itself and its successors; |
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the Private Credit Existing Affiliated Funds, the Structured Credit Existing Affiliated Funds, the Energy Credit
Existing Affiliated Funds, the Opportunistic Credit Existing Affiliated Funds, the Distressed Credit Existing Affiliated Funds, the Infrastructure Credit Fund, the Platform Initiatives Existing Affiliated Funds, the AlpInvest Existing Affiliated
Funds and the European CLOs (each as defined in Schedule A hereto), each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act (the
Existing Affiliated Funds); |
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CELF Advisors LLP (the European Manager), which is under common control with CGCIM, an
exempt reporting adviser that manages the European CLOs (as defined in Schedule A hereto), on behalf of itself and its successors; |
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CIC Advisors LLP (CIC), which is under common control with CGCIM, a foreign private
adviser that assists CGCIM in identifying, evaluating, and monitoring investment opportunities for certain Opportunistic Credit Existing Affililiated Funds and Distressed Credit Existing Affiliated Funds, on behalf of itself and its successors:
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Carlyle CLO Management L.L.C. (Carlyle CLO Manager and, together with CGCIM, CSL III,
APEIM, the European Manager and CIC, the Existing Advisers), which (a) is under common control with CGCIM, (b) is a relying adviser of an investment adviser, Carlyle Investment Management L.L.C.
(CIM), that (i) is registered with the Commission and (ii) that controls CGCIM, and (c) manages the Structured Credit Existing CLOs (as defined in Schedule A hereto), on behalf of itself and its successors;
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TCG BDC SPV LLC (BDC I Sub), a wholly-owned subsidiary controlled by BDC I, Carlyle
Credit Solutions SPV LLC (BDC II Sub), a wholly-owned subsidiary controlled by BDC II and Carlyle Credit Solutions SPV 2 LLC, wholly-owned subsidiary controlled by BDC II
(BDC II Sub2), OCPC Credit Facility SPV LLC, a wholly-owned subsidiary controlled by CTAC (CTAC SPV) (the Existing Wholly-Owned Investment
Subs); |
3 |
No Regulated Fund (as defined below) or Affiliated Fund (as defined below) that relies on this Order will rely
on any other order of the Commission authorizing co-investment transactions pursuant to Sections 17(d) and 57(i) of the Act and no entity that relies on another such order of the Commission will rely on this Order. |
4 |
Carlyle Secured Lending, Inc. (f/k/a TCG BDC, Inc.), et al., (File No. 812-14798) Release No. IC-32969 (order)
(Jan. 17, 2018), Release No. 32945 (notice) (Dec. 20, 2017). |
5 |
For the purposes of the requested Order, a successor includes an entity or entities that result
from a reorganization into another jurisdiction or a change in the type of business organization. |
5
|
|
|
TCG Capital Markets L.L.C. (TCG Capital Markets), a majority owned subsidiary of The
Carlyle Group L.P. (Carlyle) that is registered with the Commission as a broker-dealer under the Securities Exchange Act of 1934, as amended (the Exchange Act); and |
|
|
|
TCG Senior Funding L.L.C. (TCG Senior Funding and, together with BDC I,
BDC II, BDC III, CTAC, CAPM, CCIF, the Existing Advisers, the Existing Affiliated Funds, the Existing Wholly-Owned Investment Subs and TCG Capital Markets, the Applicants), a majority-owned subsidiary of Carlyle
that was formed to originate, underwrite, structure and place loans. |
Adviser means any Existing Adviser and any Future Adviser (defined below).
Affiliated Fund6 means (a) any Existing Affiliated Fund, any Capital
Markets Affiliate (as defined below) and (b) any entity (i) whose investment adviser (and sub-adviser(s), if any) is an Adviser, (ii) that either (x) would be an investment company but for Section 3(c)(1), 3(c)(5)(C) or
3(c)(7) of the Act or (y) relies on Rule 3a-7 under the Act and (iii) that is not a BDC Downstream Fund (together with each such entitys direct and indirect wholly-owned subsidiaries);
provided that an entity sub-advised by an Adviser is not included in this term if: (i) such Adviser serving as sub-adviser does not control the entity, and (ii) the primary investment adviser is not an
Adviser.
BDC means a business development company under the Act.7
BDC Downstream Fund means with respect to any Regulated Fund that is a BDC, an entity (a) that the BDC directly or indirectly
controls, (b) that is not controlled by any person other than the BDC (except a person that indirectly controls the entity solely because it controls the BDC), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of
the Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.
Board means
(a) with respect to a Regulated Fund other than a BDC Downstream Fund, the board of directors (or the equivalent) of the Regulated Fund and (b) with respect to a BDC Downstream Fund, the Independent Party (defined below) of the BDC
Downstream Fund.
Board-Established Criteria means criteria that the Board of a Regulated Fund may establish from time to time
to describe the characteristics of Potential Co-Investment Transactions regarding which the Adviser to the Regulated
6 |
Affiliated Funds may include funds that are ultimately structured as collateralized loan obligation funds
(CLOs). Such CLOs would be investment companies but for the exception provided in Section 3(c)(7) of the Act or their ability to rely on Rule 3a-7 of the Act. During the
investment period of a CLO, the CLO may engage in certain transactions customary in CLO formations with another Affiliated Fund on a secondary basis at fair market value. For purposes of the Order, any securities that were acquired by an Affiliated
Fund in a particular Co-Investment Transaction that are then transferred in such customary transactions to an Affiliated Fund 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 Fund to an Affiliated Fund CLO will be
treated as a Disposition and completed pursuant to terms and conditions of the Application, though 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 Order. |
7 |
Section 2(a)(48) defines a BDC to be any closed-end investment
company that operates for the purpose of making investments in securities described in Sections 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities. |
6
Fund should be notified under Condition 1. The Board-Established Criteria will be consistent with the Regulated Funds Objectives and Strategies. If no Board-Established Criteria are in
effect, then the Regulated Funds Adviser will be notified of all Potential Co-Investment Transactions that fall within the Regulated Funds then-current Objectives and Strategies. Board-Established
Criteria will be objective and testable, meaning that they will be based on observable information, such as industry/sector of the issuer, minimum earnings before interest, taxes, depreciation and amortization (EBITDA) of
the issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve a discretionary assessment. The Adviser to the Regulated Fund may from time to time recommend criteria for the Boards
consideration, but Board-Established Criteria will only become effective if approved by a majority of the Independent Directors. The Independent Directors of a Regulated Fund may at any time rescind, suspend or qualify its approval of any
Board-Established Criteria, though Applicants anticipate that, under normal circumstances, the Board would not modify these criteria more often than quarterly.
Capital Markets Affiliate means any Carlyle Broker-Dealer Subsidiary (defined below) and any Carlyle Proprietary Account (defined
below). Each Capital Markets Affiliate may, from time to time, hold various financial assets in a principal capacity.
Carlyle Broker-Dealer
Subsidiary means (a) (i) any Existing Carlyle Broker-Dealer Subsidiary (defined below) and (ii) any entity that (x) is a wholly- or majority-owned subsidiary of Carlyle and (y) is registered or authorized as a
broker-dealer or its foreign equivalent, and (b) any entity that is a wholly-owned subsidiary of an entity described in the preceding clause (a).
Carlyle Proprietary Account means (a) TCG Senior Funding, and (b) any entity that (i) is a wholly- or majority-owned
subsidiary of Carlyle, (ii) is advised by an Adviser and (iii) from time to time, may hold various financial assets in a principal capacity. For the avoidance of doubt, neither the Regulated Funds nor the Affiliated Funds shall be deemed
to be Carlyle Proprietary Accounts for purposes of this Application.
Close Affiliate means the Advisers, the Regulated Funds,
the Affiliated Funds, the Capital Markets Affiliates and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered
investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).
Co-Investment Transaction means any transaction in which a Regulated Fund (or its
Wholly-Owned Investment Sub) participated together with one or more Affiliated Funds, one or more Capital Markets Affiliates, and/or one or more other Regulated Funds (or its Wholly-Owned Investment Sub) in reliance on the Order.
Disposition means the sale, exchange or other disposition of an interest in a security of an issuer.
Eligible Directors means, with respect to a Regulated Fund and a Potential Co-Investment
Transaction, the members of the Regulated Funds Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act.
Existing Carlyle Broker-Dealer Subsidiary means TCG Capital Markets.
Existing Regulated Fund means (a) BDC I, (b) BDC II, (c) BDC III, (d) CTAC, (e) CAPM and (f) CCIF.
Follow-On Investment means (i) with respect to a Regulated Fund, an additional investment in
the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or
(Y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the exercise of warrants,
conversion privileges or other rights to purchase securities of the issuer.
Future Adviser means any future
investment adviser that (i) controls, is controlled by or is under common control with CGCIM, (ii) (a) is registered as an investment adviser under the Advisers Act, an exempt reporting adviser or a foreign private adviser or (b) is a
relying adviser of an investment adviser that is registered under the Advisers Act and that controls, is controlled by or is under common control with CGCIM, and (iii) is not a Regulated Fund or a subsidiary of a Regulated Fund.
7
Future Regulated Fund means a closed-end
management investment company (a) that is registered under the Act or has elected to be regulated as a BDC and (b) whose investment adviser (and sub-adviser(s), if any) is an Adviser.
Independent Director means a member of the Board of any relevant entity who is not an interested person as defined in
Section 2(a)(19) of the Act. No Independent Director of a Regulated Fund (including any non-interested member of an Independent Party) will have a financial interest in any
Co-Investment Transaction, other than indirectly through share ownership in one of the Regulated Funds.
Independent Party means, with respect to a BDC Downstream Fund, (a) if the BDC Downstream Fund has a board of directors (or the
equivalent), the board or (b) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.
JT No-Action Letters means SMC Capital, Inc., SEC Staff No-Action Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC Staff No-Action Letter (pub. avail. June 7, 2000).
Objectives and Strategies means (i) with respect to any Regulated Fund other than a BDC Downstream Fund, its investment
objectives and strategies, as described in its most current filings with the Commission under the Securities Act of 1933, as amended (the Securities Act), the Exchange Act, and the Act, and its most current report to
stockholders, and (ii) with respect to any BDC Downstream Fund, those investment objectives and strategies described in its disclosure documents (including private placement memoranda and reports to equity holders) and organizational documents
(including operating agreements).
Potential Co-Investment Transaction means any
investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds, one or more Capital Markets Affiliates, and/or one or more other Regulated Funds (or its
Wholly-Owned Investment Sub) without obtaining and relying on the Order.
Pre-Boarding
Investments are investments in an issuer held by a Regulated Fund as well as one or more Affiliated Funds, one or more Capital Markets Affiliates and/or one or more other Regulated Funds that: (i) were acquired prior to
participating in any Co-Investment Transaction; and (ii) were acquired (A) in transactions in which the only term negotiated by or on behalf of such funds was price in reliance on one of the JT No-Action Letters; or (B) in transactions occurring at least 90 days apart and without coordination between the Regulated Fund and any Affiliated Fund, other Regulated Fund, or Capital Markets Affiliate.
Regulated Funds means (a) the Existing Regulated Funds, (b) the Future Regulated Funds and (c) the BDC Downstream
Funds.
Related Party means (i) any Close Affiliate and (ii) in respect of matters as to which any Adviser has
knowledge, any Remote Affiliate.
Remote Affiliate means any person described in Section 57(e) in respect of any Regulated
Fund (treating any registered investment company or series thereof as a BDC for this purpose) and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that
definition.
Required Majority means a required majority, as defined in Section 57(o) of the Act.8
8 |
In the case of a Regulated Fund that is a registered closed-end fund,
the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a board of directors (or the equivalent), the members that make up
the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a transaction committee or advisory committee, the committee members that make up the Required
Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o) and as if the committee members were directors of the fund. |
8
SBIC Subsidiary means a Wholly-Owned Investment Sub that is licensed by the Small
Business Administration (the SBA) to operate under the Small Business Investment Act of 1958, as amended (the SBA Act), as a small business investment company (an SBIC).
Tradable Security means a security that meets the following criteria at the time of Disposition:
|
(i) |
it trades on a national securities exchange or designated offshore securities market as defined in rule 902(b)
under the Securities Act; |
|
(ii) |
it is not subject to restrictive agreements with the issuer or other security holders; and
|
|
(iii) |
it trades with sufficient volume and liquidity (findings as to which are documented by the Advisers to any
Regulated Funds holding investments in the issuer and retained for the life of the Regulated Fund) to allow each Regulated Fund to dispose of its entire position remaining after the proposed Disposition within a short period of time not exceeding 30
days at approximately the value (as defined by Section 2(a)(41) of the Act) at which the Regulated Fund has valued the investment. |
Wholly-Owned Investment Sub means any Existing Wholly-Owned Investment Subs or an entity (i) that is wholly-owned9 by an Existing Regulated Fund or a Future Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, 95% or more of the voting and economic interests); (ii) whose sole
business purpose is to hold one or more investments and issue debt on behalf or in lieu of such Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a license under the SBA Act and issue debentures guaranteed by the SBA); (iii) with
respect to which such Regulated Funds Board has the sole authority to make all determinations with respect to the entitys participation under the Conditions to this Application; and (iv) that either (a) would be an investment
company but for Section 3(c)(1) or 3(c)(7) of the Act or (b) relies on Rule 3a-7 under the Act.
Each Applicant is directly or indirectly controlled by Carlyle. Carlyle, however, is a holding company and does not currently offer investment advisory
services to any person and is not expected to do so in the future, and will not be the source of any Potential Co-Investment Transactions under the requested Order. Accordingly, Carlyle has not been included as an Applicant.
A. |
Carlyle Secured Lending, Inc. |
BDC I is a Maryland corporation incorporated on February 8, 2012, and structured as an externally managed,
non-diversified closed-end investment company. On May 2, 2013, BDC I filed its election to be regulated as a BDC under the Act. As of September 30, 2023 BDC I
had net assets of $906,444,000.
On June 9, 2017, BDC I completed its previously announced acquisition of NF Investment Corp., a Maryland corporation
that had elected to be regulated as a BDC under the Act and to which CGCIM served as the investment adviser, with BDC I as the surviving entity in the acquisition.
On June 19, 2017, BDC I closed its initial public offering, issuing 9,454,200 shares of common stock (including shares issued pursuant to the exercise of
the underwriters over-allotment option on July 5, 2017).
BDC Is Objectives and Strategies are to generate current income and capital
appreciation primarily through debt investments. BDC Is core investment strategy focuses on lending to U.S. middle market companies, which BDC I defines as companies with approximately $25 million to $100 million of EBITDA, which BDC
I believes is a useful proxy for cash flow. BDC I seeks to achieve its investment objective primarily through direct originations of secured debt (which we refer to as Middle Market Senior Loans), including first lien
senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and unitranche loans) and second lien senior secured loans, with the balance of its assets invested in higher yielding investments (which may
include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market
conditions, BDC I expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans.
9 |
A wholly-owned subsidiary of a person is as defined in Section 2(a)(43) of the Act and means a
company 95% or more of the outstanding voting securities of which are owned by such person. |
9
BDC I expects that the composition of its portfolio will change over time given CGCIMs view on, among other things, the economic and credit environment (including with respect to interest
rates) in which BDC I is operating. BDC I has elected to be treated as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code),
and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Board of BDC I (the BDC I Board)
is comprised of seven directors, five of whom are Independent Directors of BDC I.
Members of the BDC I Board
Linda Pace
Mark Jenkins
Justin Plouffe
Nigel D.T. Andrews (Independent Director)
Leslie E. Bradford (Independent Director)
John G. Nestor
(Independent Director)
William H. Wright II (Independent Director)
B. |
Carlyle Credit Solutions, Inc. |
BDC II is a Maryland corporation incorporated on February 10, 2017. BDC II is structured as an externally managed,
non-diversified closed-end investment company. On October 2, 2017, BDC II filed its election to be regulated as a BDC under the Act. BDC II conducted a private
offering of its shares of common stock to investors in reliance on exemptions from the registration requirements of the Securities Act (a BDC II Private Offering). The initial capital
drawdown from its investors in the BDC II Private Offering was settled on October 4, 2017. Shortly thereafter, BDC II commenced its operations. As of September 30, 2023, BDC II had net assets of approximately $1,081,646,000.
BDC IIs Objectives and Strategies are to generate attractive risk adjusted returns and current income primarily by investing in senior secured term
loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. BDC IIs core investment strategy focuses on lending to U.S. middle market companies,
which BDC II defines as companies with approximately $25 million to $100 million of EBITDA, which BDC II believes is a useful proxy for cash flow. BDC II seeks to achieve its investment objective through direct originations of Middle
Market Senior Loans, including first lien senior secured loans, unitranche loans and second lien senior secured loans, with the balance of its assets invested in investments that are typically higher yielding than Middle Market Senior
Loans (which may include unsecured debt, mezzanine debt and investments in equities), although it may make investments in issuers with EBITDA outside of such range.
BDC II has elected to be treated as a RIC under Subchapter M of the Code, and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Board of BDC II (the BDC II Board) is comprised of seven directors, five of whom are Independent Directors of
BDC II.
Members of the BDC II Board
Linda
Pace
Mark Jenkins
Justin Plouffe
Nigel D.T. Andrews (Independent Director)
Leslie E. Bradford
(Independent Director)
John G. Nestor (Independent Director)
William H. Wright II (Independent Director)
C. |
Carlyle Secured Lending III |
BDC III is a newly-formed Delaware statutory trust that was formed on February 8, 2021 and is an externally managed,
non-diversified closed-end investment company. BDC III has elected to be regulated as a BDC under the Act. CSL III serves as investment adviser to BDC III. As of
September 30, 2023, BDC III had net assets of approximately $171,161,000.
BDC IIIs Objective and Strategies are to generate current income and, to a
lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments with favorable risk-adjusted returns. BDC IIIs investment strategy seeks to extract enhanced yield from a directly originated, and
defensively constructed, portfolio of credit investments. The strategys core focus is U.S. middle market cash flow finance, principally in companies supported by financial sponsors. This core strategy will be opportunistically supplemented
with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyles Global Credit business segments platform while offering risk diversifying portfolio benefits. BDC III
seeks to achieve its investment objective primarily through a portfolio weighted towards first lien loans or unitranche loans (including last out portions of such loans), while a minority of the portfolio may also include, but not be limited to,
assets such as second lien loans, unsecured debt, subordinated debt and select investments in preferred and common equities with loans that typically have a contractual maturity of six to seven years and typically do not preclude early repayment.
10
BDC III has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so
as to qualify for the tax treatment applicable to RICs.
The Board of BDC III (the BDC III Board) is comprised of seven
directors, five of whom are Independent Directors of BDC III.
Members of the BDC III Board
Linda Pace
Mark Jenkins
Justin Plouffe
Nigel D.T. Andrews (Independent Director)
Leslie E. Bradford (Independent Director)
John G. Nestor
(Independent Director)
William H. Wright II (Independent Director)
D. |
Carlyle Tactical Private Credit Fund |
CTAC is Delaware statutory trust. CTAC is structured as a non-diversified,
closed-end management investment company that is operated as an interval fund. As of September 30, 2023, CTAC had net assets of $2,170,668,408.
CTACs investment objective is to generate current income by opportunistically allocating its assets across a wide range of credit strategies. Under
normal circumstances, CTAC will seek to invest at least 80% of its assets in private fixed-income securities and credit instruments. CTAC will opportunistically allocate its investments in private credit instruments across any number of the
following credit strategies: (a) liquid credit (including broadly syndicated loans); (b) direct lending (including first lien loans, second lien loans, unitranche loans and mezzanine debt); (c) opportunistic credit (including private credit
solutions, special situations and market dislocations); (d) structured credit (including CLOs) and (e) real assets (including infrastructure and aviation assets). To a lesser extent, CTAC also may invest in distressed credit.
CTAC has elected to be treated as a RIC under Subchapter M of the Code, and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Board of CTAC (the CTAC Board) is comprised of four directors, three of whom are Independent Directors of CTAC.
Members of the CTAC Board
Justin Plouffe
Mark Garbin (Independent Director)
Sanjeev Handa (Independent
Director)
Joan McCabe (Independent Director)
E. |
Carlyle AlpInvest Private Markets Fund |
CAPM is a Delaware statutory trust that was formed on December 7, 2021. CAPM is a non-diversified, closed-end investment company that intends to provide
periodic liquidity with respect to its shares through periodic repurchase offers pursuant to Rule 13e-4 under the Exchange Act. APEIM serves as investment adviser to CAPM and CGCIM serves as sub-adviser.
CAPMs investment objective is to generate long-term capital appreciation. Under normal circumstances, CAPM intends to invest at least 80% of its net
assets (plus the amount of any borrowings for investment purposes) in private markets investments. For purposes of this policy, private markets investments include, without limitation, (a) as part of CAPMs Direct Investments
strategy, direct investments in individual portfolio companies alongside third-party private equity and private credit funds; (b) as part of CAPMs Secondary Investments strategy, secondary purchases of interests in third-party
private equity and private credit funds and portfolio companies; (c) as part of CAPMs Primary Investments strategy, direct subscriptions for interests in third-party private equity and private credit funds; and (d) investments in
privately placed bank loans and other debt instruments and loans to private companies. As part of its principal investment strategies, CAPM expects to invest in underlying funds and portfolio companies organized both within and outside of the United
States. CAPM will invest in broadly syndicated term loans and other fixed income investments in order to manage its cash and liquidity needs while earning an incremental return. CAPM may engage in additional investment strategies in the future.
CAPM intends to elect to be treated as a RIC under Subchapter M of the Code, and operate in a manner so as to qualify for the tax treatment applicable to RICs.
The Board of CAPM (the CAPM Board) is comprised of four trustees, three of whom are Independent Trustees.
Members of the CAPM Board
Joseph OConnor
Victoria Ivashina (Independent Trustee)
Marc B. Moyers
(Independent Trustee)
David Slyvester (Independent Trustee)
F. |
Carlyle Credit Income Fund |
CCIF is a Delaware statutory trust. Pursuant to a definitive agreement, CGCIM became investment adviser to CCIF, as approved by CCIF shareholders pursuant to a
special meeting held on June 15, 2023. CCIF is a non, diversified closed-end management investment company. As of March 31, 2023, CCIF had net assets of $109,020,252.
CCIFs investment objective is to generate current income, with a secondary objective to generate capital appreciation. CCIF sees to achieve our
investment objectives by investing primarily in equity and junior debt tranches of CLOs that are collateralized by a portfolio consisting primarily of below investment grade U.S. senior secured loans with a large number of distinct underlying
borrowers across various industry sectors. CCIF may also invest in other related securities and instruments or other securities and instruments that CGCIM believes are consistent with our investment objectives, including senior debt tranches of
CLOs, loan accumulation facilities (LAFs) and securities issued by other securitization vehicles, such as collateralized bond obligations, or CBOs. LAFs are short- to medium-term facilities often provided by the bank that
will serve as the placement agent or arranger on a CLO transaction. LAFs typically incur leverage between four and six times prior to a CLOs pricing. The CLO securities in which CCIF primarily seeks to invest are unrated or rated below
investment grade and are considered speculative with respect to timely payment of interest and repayment of principal. Unrated and below investment grade securities are also sometimes referred to as junk securities. In addition, the CLO
equity and junior debt securities in which CCIF invests are highly leveraged (with CLO equity securities typically being leveraged ten times), which magnifies the risk of loss on such investments.
CCIF has elected to be treated as a RIC under Subchapter M of the Code, and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Board of CCIF (the CCIF Board) is comprised of five trustees, three of whom are Independent Trustees.
Members of the CCIF Board
Brian Marcus
Lauren Basmadjian
Mark Garbin (Independent Trustee)
Sanjeev Handa (Independent Trustee)
Joan McCabe (Independent
Trustee)
BDC I Sub is a Wholly-Owned Investment Sub of BDC I formed specifically for the purpose of procuring financing or otherwise holding investments. Pursuant
to the documents governing BDC I Sub, CGCIM, as investment adviser to BDC I, oversees the management of the assets of BDC I Sub.
H. |
CARLYLE CREDIT SOLUTIONS SPV LLC |
BDC II Sub is a Wholly-Owned Investment Sub of BDC II formed specifically for the purpose of procuring financing or otherwise holding investments.
Pursuant to the documents governing BDC II Sub, CGCIM, as investment adviser to BDC II, oversees the management of the assets of BDC II Sub.
I. |
CARLYLE CREDIT SOLUTIONS SPV 2 LLC |
BDC II Sub2 is a Wholly-Owned Investment Sub of BDC II formed specifically for the purpose of procuring financing or otherwise holding investments.
Pursuant to the documents governing BDC II Sub2, CGCIM, as investment adviser to BDC II, oversees the management of the assets of BDC II Sub2.
11
J. |
OCPC Credit Facility SPV LLC |
CTAC SPV is a Wholly-Owned Investment Sub of CTAC formed specifically for the purpose of procuring financing or otherwise holding investments. Pursuant to the
documents governing CTAC SPV, CGCIM, as investment adviser to CTAC, oversees the management of the assets of CTAC SPV.
K. |
Carlyle Global Credit Investment Management L.L.C. |
CGCIM, an investment adviser registered with the Commission under the Advisers Act, serves as investment adviser to each of BDC I, BDC II, CTAC, and CCIF
and is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the investments of BDC I, BDC II, CTAC and CCIF. CGCIM also
serves as sub-adviser to CAPM. CGCIM serves and will serve as an investment adviser to certain Existing Affiliated Funds as identified on Schedule A hereto. CGCIM is a limited liability company formed and existing under the laws of the State
of Delaware. CGCIM is a wholly-owned subsidiary of Carlyle. The CGCIM Investment Committee includes:
Mark Jenkins, Managing Director of
Carlyle and Head of Carlyle Global Credit;
Justin Plouffe, Managing Director of Carlyle, Deputy Chief Investment Officer Global Credit;
Brian Marcus, Managing Director of Carlyle;
Lauren Basmadjian, Managing Director of Carlyle, Head of Liquid Credit and Head of US Loans and Structured Credit;
Linda Pace, Managing Director of Carlyle, Vice Chairperson of Global Credit;
Tom Hennigan, Managing Director of Carlyle and Chief Financial Officer of BDC I, BDC II and BDC III;
Michael Hadley, Chief Investment Officer and Head of Underwriting of Carlyle Direct Lending and a Managing Director of Carlyle;
Alex Popov, Managing Director of Carlyle, Head of Opportunistic Credit and Head of Illiquid Credit;
John Pavelski, Managing Director of Carlyle and Co-head of North America for the Carlyle Credit Opportunities Funds;
Andreas Boye, Managing Director of Carlyle and Co-head of North America for the Carlyle Credit Opportunities Funds; and
Bruce Rosenblum, Managing Director of Carlyle.
CGCIM Investment Committee refers collectively to the investment committee at CGCIM that is responsible for reviewing
and approving investments for BDC I, BDC II and CCIF and the portfolio management team of CTAC that is responsible for reviewing and approving investments for CTAC. The members of the CGCIM Investment Committee are employees of The Carlyle Group
Employee Co., L.L.C. (Carlyle Employee Co.) and are made available to CGCIM by agreement. CGCIM has developed a robust allocation process as part of its overall compliance policies and procedures. CGCIM would present the
Potential Co-Investment Transaction and the proposed allocation to the CGCIM Investment Committee for its approval. If the CGCIM Investment Committee approved an investment for BDC I, BDC II, CTAC or
CCIF, as applicable, the investment and all relevant allocation information would then be presented to the BDC I Board, the BDC II Board, the CTAC Board or the CCIF Board, as applicable, for its approval in accordance with the Conditions of
this Application. Other Advisers will implement similarly robust allocation procedures that will ensure that all Potential Co-Investment Transactions that any other Adviser considers for an Affiliated Fund
will also be presented to each Adviser to a Regulated Fund in compliance with Condition 1. Any other Adviser to a Regulated Fund will be registered as an investment adviser under the Advisers Act.
L. |
Existing Affiliated Funds |
CGCIM, an investment adviser registered with the Commission under the Advisers Act, and Carlyle CLO Manager, a relying adviser of CIM and under common control
with CGCIM, manage the Private Credit Existing CGCIM-Advised Funds and the Structured Credit Existing CLOs, respectively. The European Manager manages the European CLOs. CGCIM is the investment adviser to the Private Credit Existing Non-CGCIM-Advised Funds, the Structured Credit Non-CLO Funds, the Energy Credit Existing Affiliated Funds, the Opportunistic Credit Existing Affiliated Funds, the Distressed
Credit Existing Affiliated Funds, the Infrastructure Credit Existing Affiliated Funds and the Platform Initiatives Existing Affiliated Funds. A complete list of the Existing Affiliated Funds is included in Schedule A
hereto.
12
CSL III is a limited liability company organized under the laws of Delaware. CSL III is an investment adviser registered with the Commission under the Advisers
Act, serves as investment adviser to BDC III. CSL III manages BDC IIIs investment activities, including sourcing potential investments, conducting research and due diligence on prospective investments, analyzing and structuring BDC IIIs
investments and monitoring BDC IIIs investments on an ongoing basis. CSL III is part of Carlyles Global Credit segment and benefits from the more than 230 experienced investment professionals across the origination, capital markets,
underwriting and portfolio management teams.
The European Manager is a wholly-owned subsidiary of Carlyle and is an exempt reporting adviser under the Advisers Act, formed as a limited liability
partnership in the United Kingdom. It is registered with the UK Financial Conduct Authority (the FCA) and provides investment management or advisory services to the European CLOs.
CIC is a wholly-owned subsidiary of Carlyle and is a foreign private adviser under the Advisers Act, formed as a limited liability partnership in the United
Kingdom. It is currently registered as an appointed representative with the FCA and assists CGCIM in identifying, evaluating, and monitoring investment opportunities for certain Opportunistic Credit Existing Affiliated Funds and Distressed Credit
Existing Affiliated Funds.
P. |
AlpInvest Private Equity Investment Management, LLC |
APEIM is a limited liability company organized under the laws of Delaware and is an indirect subsidiary of Carlyle. APEIM is registered with the Commission as
an investment adviser under the Advisers Act and serves as the investment adviser to CAPM pursuant to an advisory agreement.
APEIM has entered into a
subadvisory agreement with CGCIM whereas CGCIM serves as sub-adviser to CAPM. CGCIM is responsible for actively managing CAPMs fixed-income investments, including by investing in broadly syndicated term loans.
Q. |
Carlyle CLO Management L.L.C. |
Carlyle CLO Manager is a limited liability company formed and existing under the laws of the State of Delaware. Carlyle CLO Manager is a wholly-owned
subsidiary of CIM and a relying adviser of CIM. Carlyle CLO Manager operates along with CIM and its adviser subsidiaries that collectively conduct a single advisory business. Carlyle CLO Manager provides advisory services to the Structured Credit
Existing CLOs, as identified on Schedule A, as their collateral manager.
The Structured Credit Existing CLOs managed by Carlyle CLO Manager
primarily invest in performing broadly syndicated senior secured bank loans. The investment decisions for the Structured Credit Existing CLOs are overseen by a credit committee comprising senior investment professionals of Carlyle. The credit
committee reviews credit, liquidity, interest rate risk and compliance with the conditions of the funds underlying indentures (such as concentration limitations, collateral quality and collateral obligations). The credit committee also reviews
general economic and market conditions, political events, industry trends and changes in interest rates. The U.S. structured credit team at Carlyle CLO Manager closely monitors investments of the Structured Credit Existing CLOs. The U.S. structured
credit team also conducts internal ongoing reviews of individual credits, market activity and the current trading environment.
R. |
TCG Capital Markets L.L.C. |
TCG Capital Markets is a Delaware limited liability company formed on October 12, 2017 and existing under the laws of the State of Delaware. TCG Capital
Markets is a majority-owned subsidiary of Carlyle. TCG Capital Markets is the affiliated entity through which Carlyle underwrites, syndicates, places and arranges securities of corporate issuers, among other related activities, including U.S.-based
marketing and fundraising for Global Credit.
TCG Capital Markets is registered as a limited purpose broker-dealer with the Commission and is a member of
the Financial Industry Regulatory Authority (FINRA). It is also registered as a broker-dealer in all 50 states and the District of Columbia.
S. |
TCG Senior Funding L.L.C. |
TCG Senior Funding is a Delaware limited liability company formed on October 12, 2017 and existing under the laws of the State of Delaware. TCG Senior
Funding is a majority-owned subsidiary of Carlyle, and was formed to originate, underwrite, structure and place loans. TCG Senior Funding is advised by CGCIM pursuant to an investment management agreement.
13
The Applicants respectfully request an Order of the Commission under Sections 17(d), 57(a)(4) and 57(i) and Rule
17d-1 thereunder to permit, subject to the terms and Conditions set forth below in this Application, a Regulated Fund and one or more other Regulated Funds, one or more Affiliated Funds and/or one or more
Capital Markets Affiliates to enter into Co-Investment Transactions with each other.
The Regulated Funds, the
Affiliated Funds and Capital Markets Affiliates seek relief to enter into Co-Investment Transactions because such Co-Investment Transactions would otherwise be
prohibited by either or both of Section 17(d) or Section 57(a)(4) and the Rules under the Act. This Application seeks relief in order to (i) enable the Regulated Funds, Affiliated Funds and Capital Markets Affiliates to avoid, among
other things, the practical commercial and/or economic difficulties of trying to structure, negotiate and persuade counterparties to enter into transactions while awaiting the granting of the relief requested in individual applications with respect
to each Co-Investment Transaction that arises in the future and (ii) enable the Regulated Funds, the Affiliated Funds and the Capital Markets Affiliates to avoid the significant legal and other expenses
that would be incurred in preparing such individual applications. Advisers may not be registered as investment advisers with the Commission because they are exempt reporting advisers or foreign private advisers. However, as discussed below, all of
the Applicants investment activities are conducted within a global investment committee and allocation process, which is overseen by a unified global compliance program that has complete transparency into the activities of all of the Advisers
from within the U.S., regardless of their regulatory status under the Advisers Act. Furthermore, the global processes and compliance program would ensure that the Commission has complete transparency into the
Co-Investment Program and the Advisers involved with the Co-Investment Program through its access to CGCIM.
Applicants include the Existing Advisers, which are under the common control of Carlyle. CGCIM, CSL III, the European Manager, CIC, Carlyle CLO Manager and
APEIM manage private credit and structured credit funds and separate accounts with a variety of mandates, and CGCIM manages energy credit, opportunistic credit and distressed credit funds with a variety of mandates. The clients of CGCIM currently
include two BDCs, an interval fund, a closed-end fund and the Existing Affiliated Funds as identified on Schedule A hereto. Each of the Existing Advisers manage, and each of the Future Advisers will manage, the assets entrusted to it by its
clients in accordance with its fiduciary duty to those clients and, in the case of the BDCs and the registered investment companies, the Act.
Each of the
Existing Advisers is, and the Future Advisers will be, presented with many investment opportunities each year on behalf of their clients and must determine how to allocate those opportunities in a manner that, is fair and equitable to all of their
clients, and without violating the prohibitions on joint transactions included in Rule 17d-1 and Section 57(a)(4) of the Act. Such investment opportunities may be joint transactions such that the Advisers
may not include a Regulated Fund in the allocation if another Regulated Fund and/or any Affiliated Fund is participating. Once invested in a security, the Regulated Funds and Affiliated Funds often have the opportunity to either complete an
additional investment in the same issuer or exit the investment in a transaction that may be a joint transaction. If a Regulated Fund and one or more Affiliated Funds are invested in an issuer, such funds may not participate in a follow-on investment or exit the investment if the terms of the transaction would be a prohibited joint transaction.
As
a result, the Regulated Funds and Affiliated Funds are limited in the types of transactions in which they can participate with each other, and the Regulated Funds often must forego transactions that would be beneficial to investors in the Regulated
Funds. Thus, Applicants are seeking the relief requested by the Application for certain initial investments, Follow-On Investments, and Dispositions as described below.
The Applicants discuss the need for the requested relief in greater detail in Section III.C below.
Each of the Existing Advisers has established, and the Future Advisers will establish, rigorous processes for allocating initial investment opportunities,
opportunities for subsequent investments in an issuer and dispositions of securities holdings reasonably designed to treat all clients fairly and equitably. As discussed below, these processes will be extended and modified in a manner reasonably
designed to ensure that the additional transactions permitted under the Order will both (i) be fair and equitable to the Regulated Funds, the Affiliated Funds and the Capital Markets Affiliates and (ii) comply with the Conditions contained
in the Order.
14
1. |
The Investment Process |
The investment process consists of three stages: (i) the identification and consideration of investment opportunities (including follow-on investment opportunities); (ii) order placement and allocation; and (iii) consideration by each applicable Regulated Funds Board when a Potential
Co-Investment Transaction is being considered by one or more Regulated Funds, as provided by the Order.
|
a. |
Identification and Consideration of Investment Opportunities |
Each of the Existing Advisers is, and the Future Advisers will be, organized and managed such that the individual portfolio managers, as well as the teams and
committees of portfolio managers, analysts and senior management (Investment Teams and Investment Committees),10 responsible for evaluating
investment opportunities and making investment decisions on behalf of clients are promptly notified of the opportunities.
Opportunities for Potential Co-Investment Transactions may arise when investment advisory personnel of an Adviser or a Capital Markets Affiliate become aware of investment opportunities that may be appropriate for one or more Regulated Funds,
one or more Affiliated Funds and/or one or more Capital Markets Affiliates. If the requested Order is granted, the Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that, when such opportunities
arise, the Advisers to the relevant Regulated Funds are promptly notified and receive the same information about the opportunity as any other Advisers considering the opportunity for their clients or as any Capital Markets Affiliates considering the
opportunity for themselves. In particular, consistent with Condition 1, if a Potential Co-Investment Transaction falls within the then-current Objectives and Strategies and any Board-Established Criteria of a
Regulated Fund, the policies and procedures will require that the relevant portfolio managers, Investment Teams and/or Investment Committees responsible for that Regulated Fund receive sufficient information to allow the Regulated Funds
Adviser to make its independent determination and recommendations under Conditions 1, 2(a), 6, 7, 8 and 9 (as applicable).11 In addition, the policies and procedures will specify the individuals
or roles responsible for carrying out the policies and procedures, including ensuring that the Advisers receive such information. After receiving notification of a Potential Co-Investment Transaction under
Condition 1(a), the Adviser to each applicable Regulated Fund, working through the applicable portfolio manager, or in conjunction with any applicable Investment Team or Investment Committee, will then make an independent determination of the
appropriateness of the investment for the Regulated Fund in light of the Regulated Funds then-current circumstances.
The Applicants acknowledge
that the Capital Markets Affiliates are not funds advised by Advisers because they are either Carlyle Broker-Dealer Subsidiaries, which are regulated broker-dealers or their foreign equivalents or the wholly-owned subsidiaries of such regulated
entities, or the Carlyle Proprietary Accounts, which are advised by Advisers pursuant to investment management agreements. The Applicants do not believe that the participation of the Capital Markets Affiliates in
Co-Investment Transactions would raise any regulatory or mechanical concerns different from those discussed with respect to the Affiliated Funds. With respect to Potential
Co-Investment Transactions within a Regulated Funds Objectives and Strategies and Board-Established Criteria that are considered by a Capital Markets
10 |
Investment Teams and Investment Committees responsible for an area of investment may include portfolio
managers, analysts and senior management from one or more of the Advisers. |
11 |
Representatives from each Adviser to a Regulated Fund are members of each Investment Team or Investment
Committee, or are otherwise entitled to participate in each meeting of any Investment Team or Investment Committee, that is expected to approve or reject recommended investment opportunities falling within its Regulated Funds Objectives and
Strategies and Board-Established Criteria. Accordingly, the policies and procedures may provide, for example, that the Adviser will receive the information required under Condition 1 in conjunction with its representatives participation in the
relevant Investment Team or Investment Committee. The Investment Teams and Investment Committees will keep minutes of their meetings, and such minutes will include reference to the specific investment opportunities considered at the meeting.
|
15
Affiliate that is either a Carlyle Broker-Dealer Subsidiary or a Carlyle Proprietary Account, such Potential Co-Investment Transactions will be referred to
the Advisers of the Regulated Funds either by the Carlyle Broker-Dealer Subsidiary or by the Adviser of the Carlyle Proprietary Account to ensure that Condition 1(a) will be satisfied.
Applicants represent that, if the requested Order is granted, the investment advisory personnel of the Advisers to the Regulated Funds will be charged with
making sure they identify, and participate in this process with respect to, each investment opportunity that falls within the Objectives and Strategies and Board-Established Criteria of each Regulated Fund. Applicants assert that the Advisers
allocation policies and procedures will be structured so that the relevant investment advisory personnel for each Regulated Fund will be promptly notified of all Potential Co-Investment Transactions that fall
within the then-current Objectives and Strategies and Board-Established Criteria of such Regulated Fund and that the Advisers will undertake to perform these duties regardless of whether the Advisers serve as investment adviser or sub-adviser to the Affiliated Funds.
|
b. |
Order Placement and Allocation |
General. If the Adviser to a Regulated Fund deems the Regulated Funds participation in any Potential
Co-Investment Transaction to be appropriate, it will, working through the applicable portfolio manager or in conjunction with any applicable Investment Team or Investment Committee, formulate a recommendation
regarding the proposed order amount for the Regulated Fund. In doing so, the Adviser and any applicable Investment Team or Investment Committee may consider such factors, among others, as investment guidelines, issuer, industry and geographical
concentration, availability of cash and other opportunities for which cash is needed, tax considerations, leverage covenants, regulatory constraints (such as requirements under the Act), investment horizon, potential liquidity needs, and the
Regulated Funds risk concentration policies.
As each of the Existing Regulated Funds has substantially similar investment objectives and investment
policies with regard to Middle Market Senior Loans, it is anticipated that any Middle Market Senior Loans to a portfolio company that are an appropriate investment for one will be an appropriate investment for the other, with certain exceptions
based on Board-Established Criteria, capital available for investment, diversification or other investment limitations. As a result, Co-Investment Transactions in Middle Market Senior Loans that meet the
eligibility criteria of all of the Existing Regulated Funds would be the norm, rather than the exception. While co-investment would be the norm, each transaction and the proposed allocation of each investment
opportunity would be approved prior to the actual investment by the Required Majority as discussed below.
Allocation Procedure. For each Regulated
Fund and Affiliated Fund whose Adviser recommends participating in a Potential Co-Investment Transaction, and for each Capital Markets Affiliate that intends to participate in a Potential Co-Investment
Transaction, the Adviser, or such Capital Markets Affiliate, as applicable, will submit a proposed order amount to the internal pre-trade compliance system, which will be reviewed by the Chief Risk Officer of
each Regulated Fund. Prior to the External Submission (as defined below), each proposed order amount may be reviewed and adjusted, in accordance with the Advisers written allocation policies and procedures, by a credit opportunity allocation
committee to be established by the Advisers on which senior management and at least one legal/ compliance person for the Advisers and the Capital Markets Affiliates participate.12 The order of a
Regulated Fund or Affiliated Fund resulting from this process is referred to as its Internal Order. The Internal Order will be submitted for approval by the Required Majority of any participating Regulated Funds in
accordance with the Conditions and as discussed in Section III.A.1.c below.
If the aggregate Internal Orders for a Potential Co-Investment Transaction do not exceed the size of the investment opportunity immediately prior to the submission of the orders to the underwriter, broker, dealer or issuer, as applicable (the External
Submission), then each Internal Order will be fulfilled as placed. If, on the other hand, the aggregate Internal Orders for a Potential Co-Investment Transaction exceed the size of the investment
opportunity immediately prior to the External Submission, then the allocation of the opportunity will be made pro rata on the basis of the size of the Internal Orders.13 If, subsequent to such
External Submission, the size of the opportunity is increased or
12 |
The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in
the records of the Advisers. |
13 |
The Advisers will maintain records of all proposed order amounts, Internal Orders and External Submissions in
conjunction with Potential Co-Investment Transactions. Each applicable Adviser will provide the Eligible Directors with information concerning the Affiliated Funds and Regulated Funds order sizes
to assist the Eligible Directors with their review of the applicable Regulated Funds investments for compliance with the Conditions. |
16
decreased, or if the terms of such opportunity, or the facts and circumstances applicable to the Regulated Funds, the Affiliated Funds or the Capital Markets Affiliates
consideration of the opportunity, change, the participants will be permitted to submit revised Internal Orders in accordance with written allocation policies and procedures that the Advisers will establish, implement and maintain; provided
that, if the size of the opportunity is decreased such that the aggregate of the original Internal Orders would exceed the amount of the remaining investment opportunity, then upon submitting any revised order amount to the Board of a Regulated Fund
for approval, the Adviser to the Regulated Fund will also notify the Board promptly of the amount that the Regulated Fund would receive if the remaining investment opportunity were allocated pro rata on the basis of the size of the original Internal
Orders. The Board of the Regulated Fund will then either approve or disapprove of the investment opportunity in accordance with Condition 2, 6, 7, 8 or 9, as applicable.
Compliance. The Applicants represent that the allocation review process of each of the Existing Advisers is, and the allocation review process of the
Future Advisers will be, a robust process designed as part of the Advisers and the Capital Market Affiliates overall compliance policies and procedures to ensure that every client is treated fairly and that the Advisers are following
their allocation policies. The allocation process is monitored and reviewed by the compliance team, led by the chief compliance officer, and approved by the Board of each Regulated Fund.
|
c. |
Approval of Potential Co-Investment Transactions
|
A Regulated Fund will enter into a Potential Co-Investment Transaction with one or more other
Regulated Funds, one or more Affiliated Funds and/or one or more Capital Markets Affiliates only if, prior to the Regulated Funds participation in the Potential Co-Investment Transaction, the Required
Majority approves it in accordance with the Conditions of this Order.
In the case of a BDC Downstream Fund with an Independent Party consisting of a
transaction committee or advisory committee, the individuals on the committee would possess experience and training comparable to that of the directors of the parent Regulated Fund and sufficient to permit them to make informed decisions on behalf
of the applicable BDC Downstream Fund. The use of Independent Parties for BDC Downstream Funds results in a standard of approval that Applicants believe is equally as stringent as the standard of approval that a board of directors would apply. Most
importantly, Applicants represent that the Independent Parties of the BDC Downstream Funds would be bound (by law or by contract) by fiduciary duties comparable to those applicable to the directors of the parent Regulated Fund, including a duty to
act in the best interests of their respective funds when approving transactions. These duties would apply in the case of all Potential Co-Investment Transactions, including transactions that could present a
conflict of interest.
Further, Applicants believe that the existence of differing routes of approval between the BDC Downstream Funds and other Regulated
Funds would not result in Applicants investing through the BDC Downstream Funds in order to avoid obtaining the approval of a Regulated Funds Board. Each Regulated Fund and BDC Downstream Fund has its own Objectives and Strategies and may have
its own Board-Established Criteria, the implementation of which depends on the specific circumstances of the entitys portfolio at the time an investment opportunity is presented. As noted above, consistent with its duty to its BDC Downstream
Funds, the Independent Party must reach a conclusion on whether or not an investment is in the best interest of its relevant BDC Downstream Funds. An investment made solely to avoid an approval requirement at the Regulated Fund level should not be
viewed as in the best interest of the entity in question and, thus, would not be approved by the Independent Party.
Applicants represent that the use of
Independent Parties has been common practice in institutional funds for many years and sophisticated investors, including global institutional investors, have relied on their presence in fund structures to ensure equitable treatment. Moreover,
although a traditional board of directors would not be required to approve Co-Investment Transactions for a BDC Downstream Fund, a Board of a Regulated Fund would be required, as part of the overall duty of
care that it owes to that Regulated Fund and its shareholders, to monitor the Co-investment Transaction activity of the Regulated Funds respective BDC Downstream Funds to ensure that no pattern of abuse
was extant.
17
A Regulated Fund may participate in Pro Rata Dispositions and Pro Rata
Follow-On Investments without obtaining prior approval of the Required Majority in accordance with Conditions 6(c)(i) and 8(b)(i).
All Regulated Funds, Affiliated Funds, and Capital Markets Affiliates participating in a Co-Investment Transaction will
invest at the same time, for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other. However, the settlement date for an Affiliated Fund
or a Capital Markets Affiliate in a Co-Investment Transaction may occur up to ten business days after the settlement date for a Regulated Fund, and vice versa, for one of two reasons. First, this may occur when the Affiliated Fund or Regulated Fund
is not yet fully funded because, when the Affiliated Fund, Regulated Fund, or Capital Markets Affiliate desires to make an investment, it must call capital from its investors to obtain the financing to make the investment, and in these instances,
the notice requirement to call capital could be as much as ten business days. Accordingly, if a fund has called committed capital from its investors but the investors have not yet funded the capital calls, it may need to delay settlement during the
notice period. Second, delayed settlement may also occur where, for tax or regulatory reasons, an Affiliated Fund, Regulated Fund, or Capital Markets Affiliate does not purchase new issuances immediately upon issuance but only after a short
seasoning period of up to ten business days. Nevertheless, in all cases, (i) the date on which the commitment of the Affiliated Funds, Regulated Funds, and Capital Markets Affiliates is made will be the same even where the settlement date is
not and (ii) the earliest settlement date and the latest settlement date of any Affiliated Fund, Regulated Fund, or Capital Markets Affiliate participating in the transaction will occur within ten business days of each other.
Applicants believe that an earlier or later settlement date does not create any additional risk for the Regulated Funds. As described above, the date of
commitment will be the same and all other terms, including price, will be the same. Further, the investments by the Regulated Funds and the Affiliated Funds will be independent from each other, and a Regulated Fund would never take on the risk of
holding more of a given security than it would prefer to hold in the event that an Affiliated Fund or another Regulated Fund did not settle as expected.
3. |
Permitted Follow-On Investments and Approval of Follow-On Investments |
From time to time, the Regulated Funds, Affiliates Funds and/or Capital
Markets Affiliates may have opportunities to make Follow-On Investments in an issuer in which a Regulated Fund and one or more other Regulated Funds, one or more Affiliated Funds and/or one or more Capital
Markets Affiliates previously have invested and continue to hold an investment. If the Order is granted, Follow-On Investments will be made in a manner that is fair and equitable to all of the Regulated Funds,
Affiliated Funds and Capital Markets Affiliates and in accordance with the proposed procedures discussed above and with the Conditions of the Order. The Order, if granted, would permit Affiliated Funds to participate in Follow-On Investments in
issuers in which at least one Regulated Fund is invested, but such Affiliated Funds are not invested. This relief would not permit Follow-On Investments by Regulated Funds that are not invested in the issuer.
The Order would divide Follow-On Investments into two categories depending on whether the Regulated Funds, Affiliated
Funds, and/or Capital Markets Affiliates holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for that issuer. If such Regulated Funds, Affiliated Funds, and/or Capital Markets Affiliates have previously participated in a Co-Investment
Transaction with respect to the issuer, then the terms and approval of the Follow-On Investment would be subject to the process discussed in Section III.A.3.a. below and governed by Condition 8. These Follow-On Investments are referred to as Standard Review Follow-Ons. If such Regulated Funds, Affiliated Funds, and/or Capital Markets Affiliates
have not previously participated in a Co-Investment Transaction with respect to the issuer and only such entities are participating I the Follow-On Investment, then the terms and approval of the Follow-On Investment would be subject to the onboarding process discussed in Section III.A.3.b. below and governed by Condition 9. These Follow-On Investments are
referred to as Enhanced Review Follow-Ons.
|
a. |
Standard Review Follow-Ons |
A Regulated Fund may invest in Standard Review Follow-Ons either with the approval of the Required Majority using the
procedures required under Condition 8(c) or, where certain additional requirements are met, without Board approval under Condition 8(b).
18
A Regulated Fund may participate in a Standard Review Follow-On without
obtaining the prior approval of the Required Majority if it is (i) a Pro Rata Follow-On Investment or (ii) a Non-Negotiated
Follow-On Investment.
A Pro Rata Follow-On
Investment is a Follow-On Investment (i) in which the participation of each Regulated Fund, each Affiliated Fund and each Capital Markets Affiliate is proportionate to its outstanding
investments in the issuer or security, as appropriate,14 immediately preceding the Follow-On Investment, and (ii) in the case of a Regulated Fund, a
majority of the Board has approved the Regulated Funds participation in the pro rata Follow-On Investments as being in the best interests of the Regulated Fund. The Regulated Funds Board may refuse
to approve, or at any time rescind, suspend or qualify, its approval of Pro Rata Follow-On Investments, in which case all subsequent Follow-On Investments will be
submitted to the Regulated Funds Eligible Directors in accordance with Condition 8(c).
A
Non-Negotiated Follow-On Investment is a Follow-On Investment in which a Regulated Fund participates
together with one or more Affiliated Funds, one or more Capital Markets Affiliates and/or one or more other Regulated Funds (i) in which the only term negotiated by or on behalf of the funds is price and (ii) with respect to which, if the
transaction were considered on its own, the funds would be entitled to rely on one of the JT No-Action Letters.
Applicants believe that these Pro Rata Follow-On Investments and
Non-Negotiated Follow-On Investments do not present a significant opportunity for overreaching on the part of any Adviser and thus do not warrant the time or the
attention of the Board. Pro Rata Follow-On Investments and Non-Negotiated Follow-On Investments remain subject to the
Boards periodic review in accordance with Condition 10.
|
b. |
Enhanced Review Follow-Ons |
One or more Regulated Funds, one or more Affiliated Funds and one or more Capital Markets Affiliates holding
Pre-Boarding Investments may have the opportunity to make a Follow-On Investment that is a Potential Co-Investment Transaction in
an issuer with respect to which they have not previously participated in a Co-Investment Transaction. In these cases, the Regulated Funds, Affiliated Funds and Capital Markets Affiliates may rely on the Order
to make such Follow-On Investment subject to the requirements of Condition 9. These enhanced review requirements constitute an onboarding process whereby Regulated Funds, Affiliated Funds and
Capital Markets Affiliates may utilize the Order to participate in Co-Investment Transactions even though they already hold Pre-Boarding Investments. For a given issuer,
the participating Regulated Funds, Affiliated Funds and Capital Markets Affiliates need to comply with these requirements only for the first Co-Investment Transaction. Subsequent
Co-Investment Transactions with respect to the issuer will be governed by Condition 8 under the standard review process.
The Regulated Funds, Affiliated Funds and/or Capital Markets Affiliates may be presented with opportunities to sell, exchange or otherwise dispose of
securities in a transaction that would be prohibited by Rule 17d-1 or Section 57(a)(4), as applicable. If the Order is granted, such Dispositions will be made in a manner that is fair and equitable to all
of the Regulated Funds, Affiliated Funds and Capital Markets Affiliates and in accordance with procedures set forth in the proposed Conditions to the Order, as discussed below.
The Order would divide these Dispositions into two categories: (i) if the Regulated Funds, Affiliated Funds, and Capital Markets Affiliates holding
investments in the issuer have previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a
Co-Investment Transaction for such issuer, then the terms and approval of the Disposition (hereinafter referred to as Standard Review Dispositions) would be subject to the process
discussed in Section III.A.4.a. below and governed by Condition 6; and (ii) if the Regulated Funds, Affiliated Funds and Capital Markets Affiliates have not previously participated in a Co-Investment
Transaction with respect to the issuer, then the terms and approval of the Disposition (hereinafter referred to as Enhanced Review Dispositions) would be subject to the same onboarding process discussed in
Section III.A.3.b. above and governed by Condition 7.
19
|
a. |
Standard Review Dispositions |
A Regulated Fund may participate in a Standard Review Disposition either with the approval of the Required Majority using the standard procedures required
under Condition 6(d) or, where certain additional requirements are met, without Board approval under Condition 6(c).
A Regulated Fund may participate in
a Standard Review Disposition without obtaining the prior approval of the Required Majority if (i) the Disposition is a Pro Rata Disposition or (ii) the securities are Tradable Securities and the Disposition meets the other requirements of
Condition 6(c)(ii).
A Pro Rata Disposition is a Disposition (i) in which the participation of each Regulated Fund, each
Affiliated Fund and each Capital Markets Affiliate is proportionate to its outstanding investment in the security subject to Disposition immediately preceding the Disposition;15 and (ii) in
the case of a Regulated Fund, a majority of the Board has approved the Regulated Funds participation in pro rata Dispositions as being in the best interests of the Regulated Fund. The Regulated Funds Board may refuse to approve, or at
any time rescind, suspend or qualify, their approval of Pro Rata Dispositions, in which case all subsequent Dispositions will be submitted to the Regulated Funds Eligible Directors.
In the case of a Tradable Security, approval of the required majority is not required for the Disposition if: (x) the Disposition is not to the issuer or
any affiliated person of the issuer;16 and (y) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds,
Affiliated Funds and Capital Markets Affiliates is price. Pro Rata Dispositions and Dispositions of a Tradable Security remain subject to the Boards periodic review in accordance with Condition 10.
|
b. |
Enhanced Review Dispositions |
One or more Regulated Funds, one or more Affiliated Funds and/or one or more Capital Markets Affiliates that have not previously participated in a Co-Investment Transaction with respect to an issuer may have the opportunity to make a Disposition of Pre-Boarding Investments in a Potential
Co-Investment Transaction. In these cases, the Regulated Funds, Affiliated Funds and Capital Markets Affiliates may rely on the Order to make such Disposition subject to the requirements of Condition 7. As
discussed above, with respect to investment in a given issuer, the participating Regulated Funds, Affiliated Funds and Capital Markets Affiliates need only complete the onboarding process for the first
Co-Investment Transaction, which may be an Enhanced Review Follow-On or an Enhanced Review Disposition.17 Subsequent
Co-Investment Transactions with respect to the issuer will be governed by Condition 6 or 8 under the standard review process.
16 |
In the case of a Tradable Security, Dispositions to the issuer or an affiliated person of the issuer are not
permitted so that funds participating in the Disposition do not benefit to the detriment of Regulated Funds that remain invested in the issuer. For example, if a Disposition of a Tradable Security were permitted to be made to the issuer, the issuer
may be reducing its short term assets (i.e., cash) to pay down long term liabilities. |
17 |
However, with respect to an issuer, if a Regulated Funds first
Co-Investment Transaction is an Enhanced Review Disposition, and the Regulated Fund does not dispose of its entire position in the Enhanced Review Disposition, then before such Regulated Fund may complete its
first Standard Review Follow-On in such issuer, the Eligible Directors must review the proposed Follow-On Investment not only on a stand-alone basis but also in relation
to the total economic exposure in such issuer (i.e., in combination with the portion of the Pre-Boarding Investment not disposed of in the Enhanced Review Disposition), and the other terms of the investments.
This additional review is required because such findings were not required in connection with the prior Enhanced Review Disposition, but they would have been required had the first Co-Investment Transaction
been an Enhanced Review Follow-On. |
20
5. |
Use of Wholly-Owned Investment Subs |
An Existing Regulated Fund or a Future Regulated Fund may, from time to time, form one or more Wholly-Owned Investment Subs. Such a subsidiary may be
prohibited from investing in a Co-Investment Transaction with a Regulated Fund (other than its parent) or any Affiliated Fund or Capital Markets Affiliate because it would be a company controlled by its parent
Regulated Fund for purposes of Section 57(a)(4) and Rule 17d-1. Applicants request that each Wholly-Owned Investment Sub be permitted to participate in
Co-Investment Transactions in lieu of the Regulated Fund that owns it and that the Wholly-Owned Investment Subs participation in any such transaction be treated, for purposes of the Order, as though the
parent Regulated Fund were participating directly.
Applicants represent that this treatment is justified because a Wholly-Owned Investment Sub would have
no purpose other than serving as a holding vehicle for the Regulated Funds investments and issuing debt on behalf or in lieu of the Regulated Fund (and, in the case of an SBIC Subsidiary, maintaining a license under the SBA Act and issue
debentures guaranteed by the SBA) and, therefore, no conflicts of interest could arise between the parent Regulated Fund and the Wholly-Owned Investment Sub. The Board of the parent Regulated Fund would make all relevant determinations under the
Conditions with regard to a Wholly-Owned Investment Subs participation in a Co-Investment Transaction, and the Board would be informed of, and take into consideration, any proposed use of a Wholly-Owned
Investment Sub in the Regulated Funds place. If the parent Regulated Fund proposes to participate in the same Co-Investment Transaction with any of its Wholly-Owned Investment Subs, the Board of the
parent Regulated Fund will also be informed of, and take into consideration, the relative participation of the Regulated Fund and the Wholly-Owned Investment Sub.
Applicants note that an entity could not be both a Wholly-Owned Investment Sub and a BDC Downstream Fund because, in the former case, the Board of the parent
Regulated Fund makes any determinations regarding the subsidiarys investments while, in the latter case, the Independent Party makes such determinations.
1. |
Section 17(d) and Section 57(a)(4) |
Section 17(d) of the Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the Act), or an affiliated person of such
affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company is a joint or a joint and several participant, in contravention of such rules as the Commission may
prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such other participant.
Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) from participating in a joint transaction with
the BDC, or a company controlled by the BDC, in contravention of rules as prescribed by the Commission. In particular, Section 57(a)(4) applies to:
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Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC
itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C); or |
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Any investment adviser or promoter of, general partner in, principal underwriter for, or person directly or
indirectly either controlling, controlled by, or under common control with, a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be
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21
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directly or indirectly under the control of a person who controls the BDC);18 or any person who is an affiliated person of any of the forgoing
within the meaning of Section 2(a)(3)(C) or (D). |
Pursuant to the foregoing application of Section 57(a)(4), BDC Downstream
Funds, on the one hand, and other Regulated Funds, Affiliated Funds and Capital Markets Affiliates, on the other hand, may not co-invest absent an exemptive order because the BDC Downstream Funds are
controlled by a BDC and the Affiliated Funds, Capital Markets Affiliates and other Regulated Funds are included in Section 57(b).
Section 2(a)(3)(C) defines an affiliated person of another person to include any person directly or indirectly controlling, controlled by, or
under common control with, such other person. Section 2(a)(3)(D) defines any officer, director, partner, copartner, or employee of an affiliated person as an affiliated person. Section 2(a)(9) defines control as the
power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with that company. Under Section 2(a)(9), a person who beneficially owns, either directly or
through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. The Commission and its staff have indicated on a number of occasions their belief that an investment adviser that
provides discretionary investment management services to a fund and that sponsored, selected the initial directors, and provides administrative or other non-advisory services to the fund, controls such fund,
absent compelling evidence to the contrary.19
Rule 17d-1 generally prohibits an affiliated person (as defined in Section 2(a)(3)), or an affiliated person of
such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company, or a company controlled by such registered company, is a joint or a joint and several
participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such first or second
tier affiliate. Rule 17d-1 generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3)) or principal underwriter for that investment
company, or an affiliated person of such affiliated person or principal underwriter, in any joint enterprise or other joint arrangement or profit-sharing plan, as defined in the rule, without prior approval by the Commission by order
upon application.
Rule 17d-1 was promulgated by the Commission pursuant to Section 17(d) and made applicable
to persons subject to Sections 57(a) and (d) by Section 57(i) to the extent specified therein. Section 57(i) provides that, until the Commission prescribes rules under Sections 57(a) and (d), the Commissions rules under
Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a) or (d). Because the Commission has not adopted
any rules under Section 57(a) or (d), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a) or (d).
Applicants seek relief pursuant to Rule 17d-1, which permits the Commission to authorize joint transactions upon
application. In passing upon applications filed pursuant to Rule 17d-1, the Commission is directed by Rule 17d-1(b) to consider whether the participation of a registered
investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or
less advantageous than that of other participants.
18 |
Also excluded from this category by Rule 57b-1 is any person who would
otherwise be included (a) solely because that person is directly or indirectly controlled by a business development company, or (b) solely because that person is, within the meaning of Section 2(a)(3)(C) or (D), an affiliated person
of a person described in (a) above. |
19 |
See, e.g., SEC Rel. No. IC-4697 (Sept. 8, 1966)
(For purposes of Section 2(a)(3)(C), affiliation based upon control would depend on the facts of the given situation, including such factors as extensive interlocks of officers, directors or key personnel, common investment advisers or
underwriters, etc.); Lazard Freres Asset Management, SEC No-Action Letter (pub. avail. Jan. 10, 1997) (While, in some circumstances, the nature of an advisory relationship may give an adviser
control over its clients management or policies, whether an investment company and another entity are under common control is a factual question
). Depending on the nature of an Advisers
sub-advisory role with an Affiliated Fund, it could be deemed to control such Affiliated Fund, which would necessitate the requested relief. |
22
The Commission has stated that Section 17(d), upon which Rule 17d-1
is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these
prohibitions that do not present the dangers of overreaching.20 The Court of Appeals for the Second Circuit has enunciated a like rationale for the purpose behind Section 17(d): The
objective of [Section] 17(d)
is to prevent
injuring the interest of stockholders of registered investment companies by causing the company to participate on a basis different from or less advantageous than that of such other
participants.21 Furthermore, Congress acknowledged that the protective system established by the enactment of Section 57 is similar to that applicable to registered investment
companies under Section 17, and rules thereunder, but is modified to address concerns relating to unique characteristics presented by business development companies.22
Applicants believe that the Conditions would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent
would be addressed and the standards for an order under Rule 17d-1 and Section 57(i) would be met.
Co-Investment Transactions are prohibited by either or both of Rule 17d-1 and
Section 57(a)(4) without a prior exemptive order of the Commission to the extent that the Affiliated Funds, Capital Markets Affiliates and the Regulated Funds participating in such transactions fall within the category of persons described by
Rule 17d-1 and/or Section 57(b), as modified by Rule 57b-1 thereunder, as applicable,
vis-à-vis each participating Regulated Fund.
CGCIM controls BDC I,
BDC II, CTAC and CCIF, and CSL III (who controls BDC III), the European Manager, CIC, Carlyle CLO Manager and APEIM (who controls CAPM) are, and any other Advisers will be, controlling, controlled by or under common control with CGCIM. Thus, the
Advisers and the entities that they advise may be deemed to be a person related to a Regulated Fund in a manner described by Section 57(b) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and therefore
would be prohibited by Section 57(a)(4) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and Rule 17d-1 from participating in
Co-Investment Transactions without the Order.
Further, because the BDC Downstream Funds and Wholly-Owned
Investment Subs are controlled by the Regulated Funds, the BDC Downstream Funds and Wholly-Owned Investment Subs are subject to Section 57(a)(4) (or Section 17(d) in the case of Wholly-Owned Investment Subs controlled by Regulated Funds
that are registered under the Act), and thus also subject to the provisions of Rule 17d-1, and therefore would be prohibited from participating in Co-Investment
Transactions without the Order.
Finally, any Capital Markets Affiliate, as wholly- or majority-owned subsidiaries of Carlyle, will be controlling,
controlled by or under common control with CGCIM. In addition, the Carlyle Proprietary Accounts are also entities advised by Advisers, which are or will be controlling, controlled by or under common control with CGCIM. Thus, the Capital Markets
Affiliates may be deemed to be a person related to a Regulated Fund in a manner described by Section 57(b) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and therefore would be prohibited by
Section 57(a)(4) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and Rule 17d-1 from participating in Co-Investment
Transactions without the Order.
20 |
See Protecting Investors: A Half-Century of Investment Company Regulation, 1504 Fed. Sec. L.
Rep., Extra Edition (May 29, 1992) at 488 et seq. |
21 |
Securities and Exchange Commission v. Talley Industries, Inc., 399 F.2d 396, 405 (2d Cir. 1968),
cert. denied, 393 U.S. 1015 (1969). |
22 |
H.Rep. No. 96-1341, 96th Cong., 2d Sess. 45 (1980) reprinted in
1980 U.S.C.C.A.N. 4827. |
23
The Commission has issued numerous exemptive orders under the Act permitting registered investment companies and BDCs to
co-invest with affiliated persons.23 Although the various precedents involved somewhat different formulae, the Commission has accepted, as a basis for
relief from the prohibitions on joint transactions, use of allocation and approval procedures to protect the interests of investors in the BDCs and registered investment companies. The relief requested in this Application with respect to Follow-On
Investments is based on the temporary relief granted by the Commission on April 8, 2020.24 Applicants submit that the allocation procedures set forth in the Conditions for relief are consistent
with and expand the range of investor protections found in the orders cited.
23 |
See, e.g., Hamilton Lane Private Assets Fund, et al., (File No. 812-15099) Release No.
IC-34201 (order) (February 23, 2021) and Release No. IC-34182 (release) (January 28, 2021); Muzinich BDC, Inc., et al., (File No. 812-15086), Release No. IC-34219 (order) (March 2, 2021), Release No. IC-34186 (notice) (February 2, 2021); Star
Mountain Credit Opportunities Fund, LP, et. al., (File No. 812-15120) Release No. IC-34228 (order) (March 23, 2021), Release No. IC-34202 (notice) (February 23, 2021); Rand Capital Corporation, et al., (File No. 812-15174) Release No. IC-34237
(order) (March 29, 2021), Release No. IC-34218 (notice) (March 1, 2021); Delaware Wilshire Private Markets Master Fund, et al., (File No. 812-15119-01) Release No. IC-34296 (order) (June 8, 2021), Release No. IC-34270 (notice) (May 12, 2021);
Franklin Templeton Co-Investing Interval Fund, et al., (File No. 812-15170) Release No. IC-34307 (order) (June 22, 2021), Release No. IC-34289 (notice) (May 27, 2021); First Eagle Alternative Capital BDC, Inc., et al., (File No. 812-15151) Release
No. IC-34330 (order) (July 13, 2021), Release No. IC-34301 (notice) (June 15, 2021); Investcorp Credit Management BDC, Inc., et al., (File No. 812-15176) Release No. IC-34338 (order) (July 20, 2021), Release No. IC-34318 (notice) (June 24, 2021);
Commonwealth Credit Partners BDC I, Inc., et al., (File No. 812-15195) Release No. IC-34347 (order) (August 2, 2021), Release No. IC-34325 (notice) (July 7, 2021); Pomona Investment Fund, et al., (File No. 812-15218) Release No. IC-34398 (order)
(October 13, 2021), Release No. IC-34374 (notice) (September 14, 2021); Blackstone / GSO Floating Rate Enhanced Income Fund, et al., (File No. 812-15135) Release No. IC-34427 (order) (November 29, 2021), Release No. IC-34412 (notice) (November 1,
2021); MVP Private Markets Fund, et al., (File No. 812-15249) Release No. IC-34439 (order) (December 14, 2021), Release No. IC-34420 (notice) (November 18, 2021); Bain Capital Specialty Finance, Inc., et al., (File No. 812-15222) Release No.
IC-34445 (order) (December 20, 2021), Release No. IC-34422 (notice) (November 22, 2021); Calamos Hunt Alternative Income Fund, et al., (File No. 812-15204) Release No. IC-34454 (order) (December 27, 2021), Release No. IC-34428 (notice) (November 30,
2021); Apollo Investment Corporation, et al., (File No. 812-15015) Release No. IC-34458 (order) (December 29, 2021), Release No. IC-34432 (notice) (December 3, 2021); Fairway Private Equity & Venture Capital Opportunities Fund, et al.,
(File No. 812-15256) Release No. IC-34467 (order) (January 10, 2022), Release No. IC-34428 (notice) (December 13, 2021); Neuberger Berman BDC LLC, et al., (File No. 812-15124) Release No. IC-34469 (order) (January 13, 2022), Release No. IC-34443
(notice) (December 16, 2021); Variant Alternative Income Fund, et al., (File No. 812-15265) Release No. IC-34476 (order) (January 19, 2022), Release No. IC-34452 (notice) (December 23, 2021) |
24 |
BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order) (extension
granted January 5, 2021 and further extension granted April 22, 2021). |
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IV. |
STATEMENT IN SUPPORT OF RELIEF REQUESTED |
In accordance with Rule 17d-1 (made applicable to transactions subject to Section 57(a) by Section 57(i)),
the Commission may grant the requested relief as to any particular joint transaction if it finds that the participation of the Regulated Funds in the joint transaction is consistent with the provisions, policies and purposes of the Act and is not on
a basis different from or less advantageous than that of other participants. Applicants submit that allowing the Co-Investment Transactions described in this Application is justified on the basis of
(i) the potential benefits to the Regulated Funds and the shareholders thereof and (ii) the protections found in the Conditions.
As required by
Rule 17d-1(b), the Conditions ensure that the terms on which Co-Investment Transactions may be made will be consistent with the participation of the Regulated Funds
being on a basis that it is neither different from nor less advantageous than other participants, thus protecting the equity holders of any participant from being disadvantaged. The Conditions ensure that all
Co-Investment Transactions are reasonable and fair to the Regulated Funds and their shareholders and do not involve overreaching by any person concerned, including the Advisers.
In the absence of the relief sought hereby, in many circumstances the Regulated Funds would be limited in their ability to participate in attractive and
appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule 17d-1 should not prevent BDCs and registered closed-end investment companies
from making investments that are in the best interests of their shareholders.
Each Regulated Fund and its shareholders will benefit from the ability to
participate in Co-Investment Transactions. Each of the Existing Regulated Funds Boards, including the Independent Directors of each of the Regulated Funds, has determined that it is in the best interests
of each of the Existing Regulated Funds to participate in Co-Investment Transactions with certain affiliates of the Existing Regulated Funds including the co-investment
affiliates named in the Prior Order, the Affiliated Funds and the Capital Markets Affiliates, because, among other matters, (i) the Regulated Fund should be able to participate in a larger number and greater variety of transactions;
(ii) the Regulated Fund should be able to participate in larger transactions; (iii) the Regulated Fund should be able to participate in all opportunities approved by a Required Majority or otherwise permissible under the Order rather than
risk underperformance through rotational allocation of opportunities among the Regulated Funds; (iv) the Regulated Fund and any other Regulated Funds participating in the proposed investment should have greater bargaining power, more control
over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (v) the Regulated Fund should be able to obtain greater attention and better deal flow from
investment bankers and others who act as sources of investments; and (vi) the Conditions are fair to the Regulated Funds and their shareholders.25 Each of the BDC I Board, the BDC II
Board, the BDC III Board and the CTAC Board, including the Independent Directors of such Regulated Funds, also has determined that it is in the best interests of the Regulated Fund and its shareholders to obtain the Order at the earliest possible
time and instructed the officers of the Regulated Fund, CGCIM and counsel to use all appropriate efforts to accomplish such goal.
25 |
It is anticipated that the Board of each other Regulated Fund will make similar findings before engaging in a Co-Investment Transaction in reliance on the requested Order. |
25
B. |
Protective Representations and Conditions |
The Conditions ensure that the proposed Co-Investment Transactions are consistent with the protection of each Regulated
Funds shareholders and with the purposes intended by the policies and provisions of the Act. Specifically, the Conditions incorporate the following critical protections: (i) all Regulated Funds participating in the Co-Investment Transactions will invest at the same time (except that, subject to the limitations in the Conditions, the settlement date for an Affiliated Fund in a
Co-Investment Transaction may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa), for the same price and with the same terms, conditions, class, registration rights
and any other rights, so that none of them receives terms more favorable than any other; (ii) a Required Majority of each Regulated Fund must approve various investment decisions (not including transactions completed on a pro rata basis
pursuant to Conditions 6(c)(i) and 8(b)(i) or otherwise not requiring Board approval) with respect to such Regulated Fund in accordance with the Conditions; and (iii) the Regulated Funds are required to retain and maintain certain records.
Applicants believe that participation by the Regulated Funds in Pro Rata Follow-On Investments and Pro Rata
Dispositions, as provided in Conditions 6(c)(i) and 8(b)(i), is consistent with the provisions, policies and purposes of the Act and will not be made on a basis different from or less advantageous than that of other participants. A formulaic
approach, such as pro rata investment or disposition eliminates the possibility for overreaching and unnecessary prior review by the Board. Applicants note that the Commission has adopted a similar pro rata approach in the context of Rule 23c-2, which relates to the redemption by a closed-end investment company of less than all of a class of its securities, indicating the general fairness and lack of
overreaching that such approach provides.
Applicants also believe that the participation by the Regulated Funds in
Non-Negotiated Follow-On Investments and in Dispositions of Tradable Securities without the approval of a Required Majority is consistent with the provisions, policies
and purposes of the Act as there is no opportunity for overreaching by affiliates.
Additional duties imposed by the Conditions on the Advisers include
maintaining written policies and procedures reasonably designed to ensure compliance with the Conditions.
If an Adviser or a Capital Markets Affiliate,
and their respective principals, or any person controlling, controlled by, or under common control with an Adviser or a Capital Markets Affiliate, or their principals, and the Affiliated Funds (collectively, the Holders)
own in the aggregate more than 25 percent of the outstanding voting shares of a Regulated Fund (the Shares), then the Holders will vote such Shares as required under Condition 15.
As discussed in section III of this Application, all of Applicants investment activities are conducted within a global investment committee and
allocation process and overseen by a unified, global compliance program. Together the global processes and compliance program would ensure that the Commission and its staff have complete transparency into the
Co-Investment Program and the Advisers involved with the Co-Investment Program through its access to CGCIM. Because any current and future Advisers that are not
registered investment advisers are overseen by the same global compliance program, documentation and personnel relevant to the proposed Co-Investment Program, including documentation and personnel involved in
investment committee, portfolio allocation and investment execution processes, would necessarily be subject to Commission and staff oversight. In particular, documentation and personnel relevant to the proposed
Co-Investment Program would necessarily be subject to Commission and staff oversight in at least three ways:
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First, the Commission or its staff could demand to examine books and records of CGCIM, a registered investment
adviser subject to Commission examination authority, and CGCIM itself can access any and all documentation produced at any stage of the investment process. Access to such information is readily available due to the operational necessities and
integration of Carlyles global business. |
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Second, the Commission and its staff have explicit examination authority over CGCIM, including the compliance
program of CGCIM, which oversees all personnel that would be involved in the proposed Co-Investment Program. As described in this Application, all Carlyle personnel, including, without limitation, personnel of
the Advisers, involved in providing investment advice to CGCIM clients is a supervised person of Carlyle subject to its compliance program and direct supervisory oversight of the United States based chief compliance officer and compliance team.
Additionally, CGCIMs code of ethics, which is far broader than the requirements of Rule 204A-1, makes clear that all supervised persons must comply with all applicable U.S. securities laws and act in a
manner consistent with the fiduciary duty that CGCIM owes to its clients. |
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Third, the Commission has jurisdiction in the federal courts of the United States over the investment advisory
activities related to CGCIMs clients conducted by Advisers. Accordingly, such jurisdiction would also translate into the proposed Co-Investment Program itself being subject to jurisdiction of the federal
courts of the United States. Therefore, no investment advice rendered in accordance with the Co-investment Program is outside of the Commission staffs purview. Further, every Carlyle employee, including,
without limitation, personnel of the Advisers, involved in the global investment committee process is not only deemed an associated person of CGCIM, but also treated as an access person under CGCIMs code of ethics.
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This global compliance program will be a key element in ensuring that the proposed
Co-Investment Transactions are consistent with the protection of each Regulated Funds shareholders and with the purposes intended by the policies and provisions of the 1940 Act.
In sum, the Applicants believe that the Conditions would ensure that each Regulated Fund that participates in any type of
Co-Investment Transaction does not participate on a basis different from, or less advantageous than, that of such other participants for purposes of Section 17(d) or Section 57(a)(4) and the Rules
under the Act. As a result, Applicants believe that the participation of the Regulated Funds in Co-Investment Transactions in accordance with the Conditions would be consistent with the provisions, policies,
and purposes of the Act, and would be done in a manner that was not different from, or less advantageous than, the other participants.
Applicants agree that any Order granting the requested relief shall be subject to the following Conditions:
1. Identification and Referral of Potential Co-Investment Transactions
(a) The Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that each Adviser is promptly
notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of any Regulated Fund the Adviser manages.
(b) When an Adviser to a Regulated Fund is notified of a Potential Co-Investment Transaction under
Condition 1(a), the Adviser will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Funds then-current circumstances.
2. Board Approvals of Co-Investment Transactions
(a) If the Adviser deems a Regulated Funds participation in any Potential Co-Investment
Transaction to be appropriate for the Regulated Fund, it will then determine an appropriate level of investment for the Regulated Fund.
(b) If the aggregate amount recommended by the Advisers to be invested in the Potential Co-Investment
Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the
Internal Orders, as described in Section III.A.1.b above. Each Adviser to a participating Regulated Fund will promptly notify and provide the Eligible Directors with information concerning the Affiliated Funds and Regulated Funds order
sizes to assist the Eligible Directors with their review of the applicable Regulated Funds investments for compliance with these Conditions.
27
(c) After making the determinations required in Condition 1(b) above, each Adviser to a
participating Regulated Fund will distribute written information concerning the Potential Co-Investment Transaction (including the amount proposed to be invested by each participating Regulated Fund, each
participating Affiliated Fund and each participating Capital Markets Affiliate) to the Eligible Directors of its participating Regulated Fund(s) for their consideration. A Regulated Fund will enter into a
Co-Investment Transaction with one or more other Regulated Funds, Affiliated Fund or Capital Markets Affiliates only if, prior to the Regulated Funds participation in the Potential Co-Investment Transaction, a Required Majority concludes that:
(i) the terms of the
transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its equity holders and do not involve overreaching in respect of the Regulated Fund or its equity holders on the part of any person concerned;
(ii) the transaction is consistent with:
(A) the interests of the Regulated Funds equity holders; and
(B) the Regulated Funds then-current Objectives and Strategies;
(iii) the investment by any other Regulated Fund(s), Affiliated Fund(s) or Capital Markets Affiliate(s) would not disadvantage
the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from, or less advantageous than, that of any other Regulated Fund(s), Affiliated Fund(s) or Capital Markets Affiliate(s) participating in the transaction;
provided that the Required Majority shall not be prohibited from reaching the conclusions required by this Condition 2(c)(iii) if:
(A) the settlement date for another Regulated Fund, or an Affiliated Fund, or a Capital Markets Affiliate in a Co-Investment Transaction is later than the settlement date for the Regulated Fund by no more than ten business days or earlier than the settlement date for the Regulated Fund by no more than ten business days, in
either case, so long as: (x) the date on which the commitments of the Affiliated Funds, Capital Markets Affiliates and Regulated Funds are made is the same; and (y) the earliest settlement date and the latest settlement date of any
Affiliated Fund, Capital Markets Affiliate or Regulated Fund participating in the transaction will occur within ten business days of each other; or
(B) any other Regulated Fund, Affiliated Fund, or Capital Markets Affiliate, but not the Regulated Fund itself, gains the
right to nominate a director for election to a portfolio companys board of directors, the right to have a board observer or any similar right to participate in the governance or management of the portfolio company so long as: (x) the
Eligible Directors will have the right to ratify the selection of such director or board observer, if any; (y) the Adviser or Capital Markets Affiliate agrees to, and does, provide periodic reports to the Regulated Funds Board with
respect to the actions of such director or the information received by such board observer or obtained through the exercise of any similar right to participate in the governance or management of the portfolio company; and (z) any fees or other
compensation that any other Regulated Fund, Affiliated Fund, or Capital Markets Affiliate or any affiliated person of any other Regulated Fund, Affiliated Fund, or Capital Markets Affiliate receives in connection with the right of one or more
Regulated Funds, Affiliated Funds, or Capital Markets Affiliate to nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among any
participating Affiliated Funds and Capital Markets Affiliates (who may, in turn, share their portion with their affiliated persons) and any participating Regulated Fund(s) in accordance with the amount of each such partys investment; and
(iv) the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect26 financial benefit to the Advisers, any other Regulated Funds, the Affiliated Funds, the Capital Markets Affiliates or any affiliated person of any of them (other than the parties
26 |
For example, procuring the Regulated Funds investment in a Potential
Co-Investment Transaction to permit an affiliate to complete or obtain better terms in a separate transaction would constitute an indirect financial benefit. |
28
to the Co-Investment Transaction), except (A) to the extent permitted by Condition 14, (B) to the extent permitted by Section 17(e) or 57(k), as
applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the Co-Investment Transaction, or (D) in the case of fees or other compensation described in
Condition 2(c)(iii)(B)(z).
3. Right to Decline. Each Regulated Fund has the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed.
4. General Limitation.
Except for Follow-On Investments made in accordance with Conditions 8 and 9 below,27 a Regulated Fund will not invest in reliance on the Order in any issuer
in which a Related Party has an investment.
5. Same Terms and Conditions. A Regulated Fund will not participate in any
Potential Co-Investment Transaction unless (i) the terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights (if any) will be the
same for each participating Regulated Fund, Affiliated Fund and Capital Markets Affiliate and (ii) the earliest settlement date and the latest settlement date of any participating Regulated Fund, Affiliated Fund, or Capital Markets Affiliate
will occur as close in time as practicable and in no event more than ten business days apart. The grant to one or more Regulated Funds, Affiliated Funds, or Capital Markets Affiliates, but not the respective Regulated Fund, of the right to nominate
a director for election to a portfolio companys board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as
to violate this Condition 5, if Condition 2(c)(iii)(B) is met.
6. Standard Review Dispositions.
(a) General. If any Regulated Fund, Affiliated Fund or Capital Markets Affiliate elects to sell, exchange or otherwise dispose of an
interest in a security and one or more Regulated Funds, Affiliated Funds and Capital Markets Affiliates have previously participated in a Co-Investment Transaction with respect to the issuer:
(i) the Adviser to such Regulated Fund, Affiliated Fund or Carlyle Proprietary Account, or such Carlyle Broker-Dealer
Subsidiary, as applicable, will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time; and
(ii) the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to
participation by such Regulated Fund in the Disposition.
(b) Same Terms and Conditions. Each Regulated Fund will have the right to
participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds, Capital Markets Affiliates and any other Regulated Funds.
(c) No Board Approval Required. A Regulated Fund may participate in such a Disposition without obtaining prior approval of the Required
Majority if:
(i) (A) the participation of each Regulated Fund, Affiliated Fund and Capital Markets Affiliate 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;28 (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
27 |
This exception applies only to Follow-On Investments by a Regulated
Fund in issuers in which that Regulated Fund already holds investments. |
28 |
In the case of any Disposition, proportionality will be measured by each participating Regulated Funds,
Affiliated Funds and Capital Markets Affiliates outstanding investment in the security in question immediately preceding the Disposition. |
29
(ii) each security is a Tradable Security and (A) the Disposition is not to
the issuer or any affiliated person of the issuer; and (B) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds, Affiliated Funds and Capital Markets Affiliates is
price.
(d) Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated
Funds participation to the Eligible Directors and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that it is in the Regulated Funds best interests.
7. |
Enhanced Review Dispositions. |
(a) General. If any Regulated Fund, Affiliated Fund or Capital Markets Affiliate elects to sell, exchange or otherwise dispose of a Pre-Boarding Investment in a Potential Co-Investment Transaction and the Regulated Funds, Affiliated Funds and Capital Markets Affiliates have not previously participated in a
Co-Investment Transaction with respect to the issuer:
(i) the Adviser to such
Regulated Fund, Affiliated Fund or Carlyle Proprietary Account, or such Carlyle Broker-Dealer Subsidiary, as applicable, will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical
time;
(ii) the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to
participation by such Regulated Fund in the Disposition; and
(iii) the Advisers will provide to the Board of each
Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds, Affiliated Funds and Capital Markets Affiliates, including the terms of such investments and how they
were made, that is necessary for the Required Majority to make the findings required by this Condition.
(b) Enhanced Board
Approval. The Adviser will provide its written recommendation as to the Regulated Funds participation to the Eligible Directors, and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority
determines that:
(i) the Disposition complies with Condition 2(c)(i), (ii), (iii)(A), and (iv).
(ii) the making and holding of the Pre-Boarding Investments were not prohibited by
Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes.
(c) Additional Requirements: The Disposition may only be completed in reliance on the Order if:
(i) Same Terms and Conditions. Each Regulated Fund has the right to participate in such Disposition on a proportionate
basis, at the same price and on the same terms and Conditions as those applicable to the Affiliated Funds, the Capital Markets Affiliates and any other Regulated Funds;
(ii) Original Investments. All of the Affiliated Funds, Regulated Funds and Capital Markets Affiliates
investments in the issuer are Pre-Boarding Investments;
(iii) Advice of
counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;
30
(iv) Multiple Classes of Securities. All Regulated Funds, Affiliated
Funds and Capital Markets Affiliates that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the
same security or securities of the issuer. For the purpose of determining whether the Regulated Funds, Affiliated Funds and Capital Markets Affiliates hold the same security or securities, they may disregard any security held by some but not all of
them if, prior to relying on the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any Regulated Funds, Affiliated Funds or Capital Markets Affiliates holding of a
different class of securities (including for this purpose a security with a different maturity date) is immaterial29 in amount, including immaterial relative to the size of the issuer; and
(y) the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and
(v) No control. The Affiliated Funds, the Capital Markets Affiliates, 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).
8. Standard Review Follow-Ons.
(a) General. If any Regulated Fund, Affiliated Fund or Capital Markets Affiliate desires to make a
Follow-On Investment in an issuer and the Regulated Funds, Affiliated Funds and Capital Markets Affiliates holding investments in the issuer previously participated in a
Co-Investment Transaction with respect to the issuer:
(i) the Adviser to each such
Regulated Fund, Affiliated Fund or Carlyle Proprietary Account, or such Carlyle Broker-Dealer Subsidiary, as applicable, will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest
practical time; and
(ii) the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a
recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund.
(b) No Board
Approval Required. A Regulated Fund may participate in the Follow-On Investment without obtaining prior approval of the Required Majority if:
(i) (A) the proposed participation of each Regulated Fund, each Affiliated Fund and each Capital Markets Affiliate in such
investment is proportionate to its outstanding investments in the issuer or the security at issue, as appropriate,30 immediately preceding the Follow-On
Investment; and (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in Follow-On Investments on a pro rata basis (as described
in greater detail in this Application); or
29 |
In determining whether a holding is immaterial for purposes of the Order, the Required Majority
will consider whether the nature and extent of the interest in the transaction or arrangement is sufficiently small that a reasonable person would not believe that the interest affected the determination of whether to enter into the transaction or
arrangement or the terms of the transaction or arrangement. |
30 |
To the extent that a Follow-On Investment opportunity is in a security
or arises in respect of a security held by the participating Regulated Funds, Affiliated Funds and Capital Markets Affiliates, proportionality will be measured by each participating Regulated Funds, Affiliated Funds and Capital Markets
Affiliates outstanding investment in the security in question immediately preceding the Follow-On Investment using the most recent available valuation thereof. To the extent that a Follow-On Investment opportunity relates to an opportunity to invest in a security that is not in respect of any security held by any of the participating Regulated Funds, Affiliated Funds or Capital Markets
Affiliates, proportionality will be measured by each participating Regulated Funds, Affiliated Funds and Capital Markets Affiliates outstanding investment in the issuer immediately preceding the
Follow-On Investment using the most recent available valuation thereof. |
31
(ii) it is a Non-Negotiated Follow-On Investment.
(c) Standard Board Approval. In all other cases, the Adviser will provide
its written recommendation as to the Regulated Funds participation to the Eligible Directors and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required
Majority makes the determinations set forth in Condition 2(c). If the only previous Co-Investment Transaction with respect to the issuer was an Enhanced Review Disposition, the Eligible Directors must complete
this review of the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total economic exposure
and other terms of the investment.
(d) Allocation. If, with respect to any such Follow-On
Investment:
(i) the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the
Regulated Funds, the Affiliated Funds and the Capital Markets Affiliates outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On
Investment; and
(ii) the aggregate amount recommended by the Advisers to be invested in the
Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds and Carlyle Proprietary Accounts and the amount proposed to be invested in the
Follow-On Investment by any participating Carlyle Broker-Dealer Subsidiaries, collectively, exceeds the amount of the investment opportunity, then the Follow-On
Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.1.b above.
(e) Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition
will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this Application.
9. Enhanced Review Follow-Ons.
(a) General. If any Regulated Fund, Affiliated Fund or Capital Markets Affiliate desires to make a
Follow-On Investment in an issuer that is a Potential Co-Investment Transaction and the Regulated Funds, Affiliated Funds and Capital Markets Affiliates holding
investments in the issuer have not previously participated in a Co-Investment Transaction with respect to the issuer:
(i) the Adviser to each such Regulated Fund, Affiliated Fund or Carlyle Proprietary Account, or such Carlyle Broker-Dealer
Subsidiary, as applicable, will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time;
(ii) the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the
proposed participation, including the amount of the proposed investment, by such Regulated Fund; and
(iii) the Advisers
will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds, Affiliated Funds and Capital Markets Affiliates, including the terms
of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.
(b) Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Funds participation to the
Eligible Directors, and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority reviews the proposed Follow-On
Investment both on a stand-
32
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 Boards findings will be recorded in its minutes.
(c) Additional Requirements. The Follow-On Investment may only be completed in reliance on the Order if:
(i) Original
Investments. All of the Affiliated Funds, Regulated Funds and Capital Markets Affiliates investments in the issuer are Pre-Boarding Investments;
(ii) Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;
(iii) Multiple Classes of Securities. All Regulated Funds, Affiliated Funds and Capital Markets Affiliates that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the
purpose of determining whether the Regulated Funds, Affiliated Funds and Capital Markets Affiliates hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the
Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any Regulated Funds, Affiliated Funds or Capital Markets Affiliates holding of a different class of securities (including
for this purpose a security with a different maturity date) is immaterial in amount, including immaterial relative to the size of the issuer; and (y) the Board records the basis for any such finding in its minutes. In addition, securities that
differ only in respect of issuance date, currency, or denominations may be treated as the same security; and
(iv) No
control. The Affiliated Funds, the Capital Markets Affiliates, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the
securities (within the meaning of Section 2(a)(9) of the Act).
(d) Allocation. If, with respect to any such Follow-On Investment:
(i) the amount of the opportunity proposed to be made available to
any Regulated Fund is not based on the Regulated Funds, the Affiliated Funds and the Capital Markets Affiliates outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On Investment; and
(ii) the aggregate amount recommended by the Advisers to be
invested in the Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds and Carlyle Proprietary Accounts and the amount proposed to be invested in the Follow-On Investment by any participating Carlyle Broker-Dealer Subsidiaries, collectively, exceeds the amount of the investment opportunity, then the Follow-On Investment
opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.1.b above.
(e)
Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and
subject to the other Conditions set forth in this application.
10. Board Reporting, Compliance and Annual Re-Approval.
(a) Each Adviser to a Regulated Fund will present to the Board of each Regulated Fund,
on a quarterly basis, and at such other times as the Board may request, (i) a record of all investments in Potential Co-
33
Investment Transactions made by any of the other Regulated Funds or any of the Affiliated Funds or Capital Markets Affiliates during the preceding quarter that fell within the Regulated
Funds then-current Objectives and Strategies and Board-Established Criteria that were not made available to the Regulated Fund, and an explanation of why such investment opportunities were not made available to the Regulated Fund; (ii) a
record of all Follow-On Investments in and Dispositions of investments in any issuer in which the Regulated Fund holds any investments by any Affiliated Fund or Capital Markets Affiliate or other Regulated
Fund during the prior quarter; and (iii) all information concerning Potential Co-Investment Transactions and Co-Investment Transactions, including investments made
by other Regulated Funds, Affiliated Funds or Capital Markets Affiliates that the Regulated Fund considered but declined to participate in, so that the Independent Directors, may determine whether all Potential
Co-Investment Transactions and Co-Investment Transactions during the preceding quarter, including those investments that the Regulated Fund considered but declined to
participate in, comply with the Conditions.
(b) All information presented to the Regulated Funds Board pursuant to this Condition
will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its staff.
(c) Each Regulated Funds chief compliance officer, as defined in rule 38a-1(a)(4), will prepare
an annual report for its Board each year that evaluates (and documents the basis of that evaluation) the Regulated Funds compliance with the terms and Conditions of the application and the procedures established to achieve such compliance. In
the case of a BDC Downstream Fund that does not have a chief compliance officer, the chief compliance officer of the BDC that controls the BDC Downstream Fund will prepare the report for the relevant Independent Party.
(d) The Independent Directors (including the non-interested members of each Independent Party) will
consider at least annually whether continued participation in new and existing Co-Investment Transactions is in the Regulated Funds best interests.
11. Record Keeping. Each Regulated Fund will maintain the records required by Section 57(f)(3) of the Act as if each of the
Regulated Funds were a BDC and each of the investments permitted under these Conditions were approved by the Required Majority under Section 57(f).
12. Director Independence. No Independent Director (including the non-interested members of any
Independent Party) of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise be an affiliated person (as defined in the Act) of any Affiliated Fund or Capital Markets Affiliate.
13. Expenses. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisers under
their respective advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the Regulated Funds and the participating Affiliated Funds and Capital Markets Affiliates in proportion to the relative amounts of the securities
held or being acquired or disposed of, as the case may be.
14. Transaction
Fees.31 Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation
permitted by Section 17(e) or 57(k)) received in connection with any Co-Investment Transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed,
as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the
Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will earn a competitive rate of interest that will also be divided pro rata among the participants. None of the Advisers, the Affiliated Funds,
the Capital Markets Affiliates, the other Regulated Funds or any affiliated person of the Affiliated Funds, the Capital Markets Affiliates or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or
in connection with a Co-Investment Transaction other than (i) in the case of
31 |
Applicants are not requesting and the Commission is not providing any relief for transaction fees received in
connection with any Co-Investment Transaction. |
34
the Regulated Funds, the Affiliated Funds and the Capital Markets Affiliates, the pro rata transaction fees described above and fees or other compensation described in Condition 2(c)(iii)(B)(z),
(ii) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) or (iii) in the case of the Advisers, investment advisory compensation paid in accordance with investment advisory agreements between the applicable Regulated
Fund(s) or Affiliated Fund(s) and its Adviser.
15. Independence. If the Holders own in the aggregate more than 25 percent of
the Shares of a Regulated Fund, then the Holders will vote such Shares as directed in the same percentages as the Regulated Funds other shareholders (not including the Holders) or by an independent third party when voting on (1) the
election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Boards composition, size or manner of election.
Pursuant to Rule 0-2(f), each Applicant states that its address is as indicated below:
Carlyle Secured Lending, Inc.
Carlyle Credit Solutions, Inc.
TCG BDC SPV LLC
Carlyle Credit Solutions SPV LLC
Carlyle Credit Solutions SPV 2 LLC
Carlyle Tactical Private
Credit Fund
Carlyle Alpinvest Private Markets Fund
Carlyle
Credit Income Fund
Carlyle Direct Lending CLO 2015-1R LLC
CARLYLE SECURED LENDING III
OCPC Credit Facility SPV LLC
Carlyle Global Credit Investment Management L.L.C.
CSL III
Advisor, LLC
Carlyle CLO Management L.L.C.
MC UNI LLC
MC UNI Subsidiary LLC
MC UNI SUBSIDIARY II (BLOCKER) LLC
CPC V, LP
CPC V SPV LLC
CDL 2018-1, L.L.C.
CDL 2018-1 SPV LLC
CDL 2018-2, L.P.
Carlyle Ontario Credit Partnership, L.P.
Carlyle Ontario Credit SLP L.L.C.,
Carlyle Ontario Credit
Special Limited Partner, L.P.
Carlyle Skyline Credit Fund, L.P.
CDL 2020-3, L.L.C.
Carlyle CLO Fund, L.P.
Carlyle Global Market Strategies CLO 2012-3, Ltd.
Carlyle Global
Market Strategies CLO 2012-4, Ltd.
Carlyle Global Market Strategies CLO 2013-1, Ltd.
Carlyle Global Market Strategies CLO 2013-2, Ltd.
Carlyle Global Market Strategies CLO 2013-3, Ltd.
Carlyle Global Market Strategies CLO 2013-4, Ltd.
Carlyle Global
Market Strategies CLO 2014-1, Ltd.
Carlyle Global Market Strategies CLO 2014-2-R, Ltd.
Carlyle Global Market Strategies CLO 2014-3-R, Ltd.
Carlyle
Global Market Strategies CLO 2014-4-R, Ltd.
Carlyle Global Market Strategies CLO 2014-5, Ltd.
Carlyle Global Market Strategies CLO 2015-1, Ltd.
Carlyle Global Market Strategies CLO 2015-3, Ltd.
Carlyle Global Market Strategies CLO 2015-4, Ltd.
Carlyle Global Market Strategies CLO 2015-5, Ltd.
Carlyle Global Market Strategies CLO 2016-1, Ltd.
Carlyle Global Market Strategies CLO 2016-2, Ltd.
Carlyle Global Market Strategies CLO 2016-3, Ltd.
Carlyle US CLO 2016-4, Ltd.
Carlyle US CLO 2017-1, Ltd.
Carlyle US CLO 2017-2, Ltd.
Carlyle US CLO 2017-3, Ltd.
Carlyle US CLO 2017-4, Ltd.
Carlyle US CLO 2017-5, Ltd.
Carlyle US CLO 2018-1, Ltd.
Carlyle US CLO 2018-2, Ltd.
Carlyle US CLO 2018-3, Ltd.
Carlyle US CLO 2018-4, Ltd.
Carlyle US CLO 2019-1, Ltd.
Carlyle US CLO 2019-2, Ltd.
Carlyle US CLO 2019-3, Ltd.
Carlyle US CLO 2019-4, Ltd.
Carlyle US CLO 2020-1, Ltd.
Carlyle US CLO 2021-1, Ltd.
Carlyle Structured Credit Fund, L.P.
Carlyle C17 CLO, Ltd.
Carlyle US CLO 2020-2, Ltd.
Carlyle US CLO 2021-2, Ltd.
Carlyle Structured Credit Coinvestment, L.P.
Carlyle Energy
Mezzanine Opportunities Fund II, L.P.
Carlyle Energy Mezzanine Opportunities Fund II-A, L.P.
CEMOF II Coinvestment, L.P.
CEMOF II Master Co-Investment Partners, L.P.
CEMOF II Master Co-Investment Partners AIV One,
L.P.
CEMOF II Master Co-Investment Partners AIV, L.P.
35
CEMOF-A Coinvestment Partners, L.P.
CEMOF II AIV, L.P.
CEMOF II AIV One, L.P.
CEMOF II AIV Two, L.P.
CEMOF II AIV Three, L.P.
CEMOF II AIV Four, L.P.
CEMOF
II-A AIV, L.P.
CEMOF II-A AIV One, L.P.
CEMOF II-A AIV Two, L.P.
CEMOF II-A AIV Three, L.P.
CEMOF II-A AIV Four, L.P.
CEMOF II Offshore Investors, L.P.
Carlyle Credit Opportunities
Fund (Parallel), L.P.
Carlyle Credit Opportunities Fund, L.P.
CCOF Cayman, L.P.
CCOF Co-Investment, L.P.
CCOF North Co-Investment, L.P.
Carlyle Credit Opportunities Fund
Note Issuer, L.P.
Carlyle Credit Opportunities Fund (Parallel) Note Issuer, L.P.
CCOF Gem Co-Investment, L.P.
CCOF Master Cayman Gem
Co-Investment, Ltd.
CCOF Onshore Co-Borrower LLC
CCOF
Master Cayman, Ltd.
CCOF S.à r.l.
CCOF Master S.à
r.l.
CCOF SPV I S.à r.l.
CCOF Master Co-Investment
S.à r.l.
CCOF Co-Investment S.à r.l.
CCOF Main
SPV, L.P.
Carlyle Tango Re Credit, L.P.
Carlyle Credit
Opportunities Fund II, L.P.
Carlyle Credit Opportunities Fund (Parallel) II, SCSp
Carlyle Credit Opportunities Fund II Note Issuer, L.P.
CCOF II
Lux Feeder, SCSp
Carlyle Credit Opportunities Fund (Parallel) II Note Issuer, L.P.
CCOF II Co-Investment, L.P.
CCOF II Master, L.P.
CCOF II Master Cayman, Ltd.
CCOF II Onshore SPV, L.P.
CCOF II Master S.à r.l.
CCOF II SPV S.à r.l.
CCOF Master, L.P.
CCOF Parallel AIV, L.P.
CCOF Parallel AIV Investors, L.L.C.
Carlyle Strategic Partners
IV, L.P.
CSP IV Coinvestment, L.P.
CSP IV Coinvestment
(Cayman), L.P.
CSP IV (Cayman 1), L.P.
CSP IV Acquisitions,
L.P.
CSP IV S-1 AIV, L.P.
CSP IV S-1A AIV, L.P.
CSP IV S-1B AIV, L.P.
CREDIT Acquisitions (Cayman-3), L.P.
CSP IV ARF (Cayman 3), L.P.
CSP IV (Cayman 2), L.P.
CSP IV (Cayman 3), L.P.
Carlyle Clover Partners, L.P.
Carlyle Clover Partners 2, L.P.
Carlyle Revolving Loan Fund,
L.P.
CREV Coinvestment, L.P.
CREV Cayman, L.P.
Clover Financing SPV, L.P.
Carlyle Infrastructure Credit Fund,
L.P.
Carlyle Bravo Opportunistic Credit Partnership, L.P.
Carlyle Bravo Opportunistic Credit Feeder, L.P.
CELF Advisors
LLP
CIC Advisors LLP
Carlyle Euro CLO 2013-1 DAC
Carlyle Global Market Strategies Euro CLO 2014-1 DAC
Carlyle Global Market Strategies Euro CLO 2014-2 DAC
Carlyle Global Market Strategies Euro CLO 2014-3 DAC
Carlyle Global Market Strategies Euro CLO 2015-1 DAC
Carlyle Global Market Strategies Euro CLO 2015-2 DAC
Carlyle Global Market Strategies Euro CLO 2015-3 DAC
Carlyle Global Market Strategies Euro CLO 2016-1 DAC
Carlyle Global Market Strategies Euro CLO 2016-2 DAC
Carlyle Euro CLO 2017-1 DAC
Carlyle Euro CLO 2017-2 DAC
Carlyle Euro CLO 2017-3 DAC
Carlyle Euro CLO 2018-1 DAC
Carlyle Euro CLO 2018-2 DAC
Carlyle Euro CLO 2019-1 DAC
Carlyle Euro CLO 2019-2 DAC
Carlyle Euro CLO 2020-1 DAC
Carlyle Euro CLO 2020-2 DAC
CARLYLE EURO CLO 2021-1 DAC
CARLYLE EURO CLO 2021-2 DAC
CARLYLE EURO CLO 2021-3 DAC
CARLYLE US CLO 2021-3S, LTD.
CARLYLE US CLO 2021-4, LTD.
CARLYLE US CLO 2021-5, LTD.
CARLYLE US CLO 2021-6, LTD.
CARLYLE US CLO 2021-7, LTD.
CARLYLE US CLO 2021-8, LTD.
CARLYLE US CLO 2021-10, LTD.
CARLYLE US CLO 2021-9, LTD.
CARLYLE US CLO 2021-11, LTD.
CARLYLE US CLO 2022-1, LTD.
CARLYLE US CLO 2022-2, LTD.
CARLYLE US CLO 2023-3, LTD.
CICF COINVESTMENT, L.P.
CARLYLE INFRASTRUCTURE CREDIT FUND NOTE ISSUER, L.P.
CICF LUX
FEEDER, SCSP
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 2, L.P.
CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 3, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 4, L.P.
CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 3, L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 4, LLC
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 3, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 4, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV INVESTORS 3, LLC
PROJECT MEDIACO, L.P.
CARLYLE BRAVO CREDIT INVESTOR, LLC
PROJECT HARMONY, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) II AIV 2, SCSP
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV, SCSP
CCOF II PARALLEL AIV INVESTORS, SCSP
CARLYLE CREDIT
OPPORTUNITIES FUND (PARALLEL) II AIV HOLDINGS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2 HOLDINGS, L.P.
CARLYLE SPINNAKER PARTNERS 2, L.P.
CARLYLE SPINNAKER PARTNERS 2
MAIN, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II-N, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II-N MAIN, L.P.
CARLYLE
REVOLVING LOAN FUND II, L.P.
CREV II CAYMAN, L.P.
CARLYLE
DIRECT LENDING FUND (LEVERED), L.P.
CARLYLE DIRECT LENDING FUND, L.P.
CARLYLE FALCON STRUCTURED SOLUTIONS, L.L.C.
CARLYLE AURORA
INFRASTRUCTURE CREDIT PARTNERS, L.P.
CARLYLE INFRASTRUCTURE CREDIT FUND (LEVERED), L.P.
CREV II COINVESTMENT, L.P.
CARLYLE ONTARIO CREDIT PARTNERSHIP
DIRECT LENDING SPV, L.P.
CARLYLE SKYLINE CREDIT FUND AIV, L.P.
CCOF II PARALLEL IRVING AIV INVESTORS (LUX), SCSP
CCOF II LUX
FEEDER IRVING AIV, SCSP
CCOF II PARALLEL IRVING AIV INVESTORS (DE), L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV, L.P.
CSP IV BRAWN AIV, L.P.
CSP IV COINVEST BRAWN INVESTORS, L.P.
CSP IV COINVEST BRAWN, L.P.
CSP IV (PARALLEL) AIV I, L.P.
CSP IV CREDIT INVESTOR, LLC
BRAWN COINVEST ELECTING
INVESTORS, L.P.
CARLYLE TANGO RE CREDIT SPLITTER, L.P.
CARLYLE CEDAR INFRASTRUCTURE CREDIT PARTNERS, L.P.
CARLYLE
AURORA REVOLVING LOAN FUND, L.P.
CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1 PARTNERSHIP, L.P.
CARLYLE US CLO 2022-F, LTD.
CARLYLE US CLO 2022-3, LTD.
CARLYLE US CLO 2022-H, LTD.
CBAM 2017-1, LTD.
CBAM 2017-2, LTD.
CBAM 2017-3, LTD.
CBAM 2017-4, L.L.C.
CBAM 2017-4, LTD.
CBAM 2018-5, LTD.
CBAM 2018-6, LTD.
CBAM 2018-7, LTD.
CBAM 2018-8, LTD.
CBAM 2019-9, LTD.
CBAM 2019-10, LTD.
CBAM 2019-11R, LTD.
CBAM 2020-12, LTD.
CBAM 2020-13, LLC
CBAM 2020-13, LTD.
CBAM 2021-14, LTD.
CBAM 2021-15, LLC
CARLYLE CREDIT OPPORTUNITIES FUND III, L.P.
CARLYLE CREDIT
OPPORTUNITIES FUND III (PARALLEL), SCSP
CARLYLE CREDIT OPPORTUNITIES FUND III PLUS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND III PLUS (PARALLEL), SCSP
CFLEX EU HOLDINGS, S.À R.L.
CDL JUNIPD, L.P.
CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND, L.P.
CARLYLE
FLEXIBLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P.
CFLEX HOLDINGS I, L.P.
CFLEX HOLDINGS II, L.P.
CFLEX SUB (PARALLEL), L.P.
CARLYLE PRIVATE MARKETS S.A. SICAV-RAIF
CCOF II PRIVATE
INVESTORS FEEDER, L.P.
CCOF II (PARALLEL) PASTRY FEEDER AIV, L.P.
CCOF II (PARALLEL) PASTRY AIV, L.P.
CCOF II-G PASTRY AIV, L.P.
CARLYLE SPINNAKER PASTRY AIV, L.P.
CCOF II-N PASTRY AIV,
L.P.
CCOF III (PARALLEL) ONSHORE INVESTORS B AIV, L.P.
CCOF
III (PARALLEL) OFFSHORE INVESTORS A AIV, L.P.
CCOF III (PARALLEL) OFFSHORE INVESTORS B AIV, L.P.
CCOF III (PARALLEL) PASTRY FEEDER AIV, L.P.
CCOF III PASTRY
AGGREGATOR L.P.
CCOF III (PARALLEL) PASTRY AIV, L.P.
CCOF
III (PARALLEL) ONSHORE INVESTORS A AIV, L.P.
CCOF ALERA AGGREGATOR, L.P.
CCOF III (PARALLEL) LITMUS FEEDER AIV, L.P.
CCOF III (PARALLEL)
LITMUS AIV, L.P.
CCOF III LITMUS AGGREGATOR, L.P.
CCOF II
PARALLEL LITMUS AIV INVESTORS 3, LLC
CARLYLE INFRASTRUCTURE CREDIT FUND II, L.P.
CARLYLE DIVERSIFIED PRIVATE INVESTMENTS EQUITY FEEDER, L.P.
CDPI
CO-INVESTMENT, L.P.
CARLYLE DIVERSIFIED PRIVATE INVESTMENTS, L.P.
CARLYLE DIVERSIFIED PRIVATE INVESTMENTS INSURANCE FEEDER, L.P.
CARLYLE ASSET FINANCE, L.P.
CCOF SMA PASTRY AIV INVESTORS A, LLC
CCOF SMA PASTRY AIV INVESTORS B, LLC
CCOF III (PARALLEL)
PASTRY AIV INVESTORS A, LLC
CCOF II (PARALLEL) PASTRY AIV INVESTORS A, LLC
CCOF II (PARALLEL) PASTRY AIV INVESTORS B, LLC
CCOF III
(PARALLEL) PASTRY AIV INVESTORS B, LLC
CSS MH 2023-1 TRUST
CSS MH 2023-1 LLC
CCOF III PSV CO-INVESTMENT, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE FEEDER, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE BORROWER, L.P.
CFLEX LEVERED SUB, L.L.C.
CFLEX HOLDINGS II SPV, L.P.
CFLEX HOLDINGS I SPV, L.P.
CCOF III (PARALLEL) LITMUS AIV
INVESTORS, LLC
CCOF III (PARALLEL) LITMUS AIV INVESTORS 2, LLC
CCOF III (PARALLEL) LITMUS AIV INVESTORS 3, LLC
CARLYLE ASSET
FINANCE CO-INVESTMENT, L.P.
TCG CREDIT KFA CO-INVEST, LLC
CBAM CLO 2020-12 BLOCKER I LLC
CBAM CLO 2019-11R BLOCKER I LLC
CBAM CLO 2020-13 BLOCKER I LLC
CBAM CLO 2021-14 BLOCKER I
LLC
CBAM CLO 2017-1 BLOCKER 3 (DELAWARE) LLC
CBAM CLO
2017-2 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2017-3 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2017-4 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2018-5 BLOCKER
3 (DELAWARE) LLC
CBAM CLO 2018-6 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2018-7 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2018-8 BLOCKER
3 (DELAWARE) LLC
CBAM CLO 2019-9 BLOCKER 3 (DELAWARE) LLC
CBAM CLO 2019-10 BLOCKER 3 (DELAWARE) LLC
CFLEX INVESTMENT
HOLDINGS, L.P.
CARLYLE US CLO 2023-2, LTD.
CARLYLE US CLO
2022-1 - BLOCKER, LTD.
CARLYLE US CLO 2022-2 - BLOCKER, LTD.
CARLYLE US CLO 2022-3 - BLOCKER, LTD.
CARLYLE US CLO 2022-4 -
BLOCKER, LTD.
CARLYLE US CLO 2022-5 - BLOCKER, LTD.
CARLYLE
US CLO 2022-6 - BLOCKER, LTD.
CARLYLE US CLO 2023-1, LLC
CARLYLE US CLO 2023-A, LTD.
CARLYLE CHARLIE OPPORTUNISTIC CREDIT
FEEDER, L.P.
ALPINVEST CO-INVESTMENT FUND (OFFSHORE) VIII, L.P.
ALP L GLOBAL PE SMA FUND, L.P.
ALPINVEST ACCESS FUND III, L.P.
ALPINVEST SECONDARIES FUND (OFFSHORE) VII, L.P.
ALPINVEST
FINANCE STREET II, L.P.
ALPINVEST GRIO FUND, L.P.
ALPINVEST
PEP SECONDARY FUND 2021, L.P.
ALPINVEST SIG FUND, L.P.
ALPINVEST SPIRE FUND, L.P.
ASF VII ACCESS SIDECAR, L.P.
ASF VII G SIDECAR, L.P.
ASF VII PACIFIC SIDECAR, L.P.
CENDANA I, L.P.
ALPINVEST CO-INVESTMENT FUND (ONSHORE) VIII,
L.P.
ALPINVEST SECONDARIES FUND (ONSHORE) VII, L.P.
ALPINVEST ACCESS FUND II, L.P.
ALPINVEST ACCESS FUND II-A, L.P.
ALPINVEST C FUND II, L.P.
ALPINVEST C FUND, L.P.
ALPINVEST HLI FUND, L.P.
ALPINVEST CHESAPEAKE SCF I, L.P.
ALPINVEST EDISON FUND, L.P.
ALPINVEST FALCON SCF I, L.P.
ALPINVEST HARVEST FUND, L.P.
ALPINVEST NORTH RUSH III, L.P.
ALPINVEST WB SSMA, L.P.
HLI STRATEGIC L.P.
ALPINVEST CO-INVESTMENT FUND (LUX MASTER) VIII, SCSP
ALPINVEST
CO-INVESTMENT FUND (LUX EURO MASTER) VIII, SCSP
ALPINVEST SECONDARIES FUND (LUX MASTER) VII, SCSP
ALPINVEST SECONDARIES FUND (LUX EURO MASTER) VII, SCSP
ALPINVEST
GENERALI SECONDARY II SCSP-RAIF
AJ II FUND C.V.
ALPINVEST
PARTNERS PRIMARY FUND INVESTMENTS 2020 II C.V.
ALPINVEST PARTNERS SECONDARY INVESTMENTS 2020/2021 I C.V.
ALPINVEST PM FUND C.V.
AP P C.V.
GGG FUND II C.V.
ALPINVEST PRIVATE EQUITY INVESTMENT MANAGEMENT,
LLC
ALPINVEST ATOM FUND (LUX MASTER), SCSP
ALPINVEST ATOM
FUND (OFFSHORE), L.P.
ALPINVEST ATOM FUND (ONSHORE), L.P.
ALPINVEST PEP SECONDARY FUND 2022, L.P.
ALPINVEST PSS FUND II,
L.P.
ALPINVEST PHOENIX SCF I, L.P.
TOP CASTLE SIDECAR VII,
L.P.
ALPINVEST INDIGO I CI, L.P.
ALPINVEST INDIGO SCF I,
L.P.
ALPINVEST CWS FUND, SCSP
ALPINVEST GENERALI SCA,
SICAV-RAIF
AP KP FUND II SCSP
AP M C.V.
AP M CO-INVESTMENT II C.V.
AP M SECONDARIES C.V.
ALPINVEST PG 2022 FUND C.V.
ASP ASPIRE (CAYMAN), L.P.
ASP MATRIX III, L.P.
ALPINVEST HLI II FUND, L.P.
ALPINVEST N FUND, L.P.
AP P II C.V.
ALPINVEST CO-INVESTMENT FUND (ONSHORE) IX, L.P.
ALPINVEST
CO-INVESTMENT FUND (OFFSHORE) IX, L.P.
ALPINVEST CO-INVESTMENT FUND (LUX MASTER) IX, SCSP
ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) IX, SCSP
CARLYLE
CLO PARTNERS, L.P.
CARLYLE CREDIT OPPORTUNITIES CRHQ, SCSP
CARLYLE STRUCTURED SOLUTIONS G CO-INVEST, L.P.
CARLYLE
INFRASTRUCTURE CREDIT FUND II (PARALLEL), S.C.SP.
CARLYLE INFRASTRUCTURE CREDIT FUND II (LEVERED), L.P.
CARLYLE US CLO 2023-C, LTD.
CARLYLE US CLO 2023-5, LTD.
CARLYLE US CLO 2023-E, LTD.
CARLYLE US CLO 2024-A, LTD.
CARLYLE US CLO 2024-B, LTD.
AlpInvest Atom Fund (Offshore) II,
L.P.
AlpInvest Atom Fund (Onshore) II, L.P.
ASF VIII
Sidecar, L.P.
AlpInvest Secondaries Fund (Offshore) VIII, L.P.
AlpInvest Secondaries Fund (Onshore) VIII, L.P.
AlpInvest Indigo
II CI, L.P.
AlpInvest CWS Fund III C.V.
AAF CI-A, L.P.
AlpInvest Corient Fund, L.P.
ASP Grove, L.P.
ASP Jordan, L.P.
ASP Martin, L.P.
ASP Oyster, L.P.
AlpInvest GRIO Fund II, L.P.
AlpInvest RedC Fund, L.P.
AlpInvest Secondaries Merlion Fund,
L.P.
AlpInvest SIG II Fund, L.P.
AlpInvest Victoria Growth
Portfolio, L.P.
CCOF III (Parallel) Purple Co-Invest Aggregator, L.P.
Carlyle US CLO 2024-C, Ltd.
CSS Solar 2024-1 Topco L.L.C.
CCOF III Nexus Co-invest Aggregator, L.P.
One Vanderbilt
Avenue, Suite 3400
New York, NY 10017
and
TCG Capital Markets L.L.C.
TCG Senior Funding L.L.C.
1001 Pennsylvania Avenue, NW, Suite 220 South
Washington, DC
20004
Applicants further state that all written or oral communications concerning this Application should be directed to:
Rajib Chanda
Christopher P. Healey
Simpson Thacher & Bartlett LLP
900 G Street NW
Washington, DC 20001
(202)-636-5500
rajib.chanda@stblaw.com
christopher.healey@stblaw.com
36
Applicants desire that the Commission issue an Order pursuant to
Rule 0-5 without conducting a hearing.
Pursuant to Rule 0-2, each
person executing the Application on behalf of an Applicant says that he or she has duly executed the Application for and on behalf of such Applicant; that he or she is authorized to execute the Application pursuant to the terms of an operating
agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each deponent to execute and file the Application have been taken.
The verifications required by Rule 0-2(d) and the authorizations required by
Rule 0-2(c) are attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E.
Applicants request that any questions regarding this Application be directed to the persons listed on the facing page of this Application.
VII. |
REQUEST FOR ORDER OF EXEMPTION |
For the foregoing reasons, Applicants request that the Commission enter an Order under Sections 17(d), 57(a)(4) and 57(i) and Rule 17d-1 granting Applicants the relief sought by the Application. Applicants submit that the requested exemption is consistent with the protection of investors. Applicants further request that the requested Order
supersede and replace the Prior Order, with the result that no person will continue to rely on the Prior Order if the Order is granted.
37
Dated: May 14, 2024
|
|
|
CARLYLE SECURED LENDING, INC.
CARLYLE CREDIT SOLUTIONS, INC. CARLYLE SECURED LENDING III
TCG BDC SPV LLC CARLYLE CREDIT SOLUTIONS SPV LLC
CARLYLE DIRECT LENDING CLO 2015-1R LLC CARLYLE CREDIT SOLUTIONS
SPV 2 LLC OCPC CREDIT FACILITY SPV LLC |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Authorized
Person |
|
|
|
CARLYLE TACTICAL PRIVATE CREDIT FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title:
Secretary |
|
|
|
CARLYLE CREDIT INCOME FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz |
|
|
Title: Chief Legal Officer, Chief Compliance Officer, Secretary |
|
CARLYLE ALPINVEST PRIVATE MARKETS FUND |
|
/s/ Joseph OConnor |
Name: Joseph OConnor Title: Managing
Director |
|
/s/ Erica Herberg |
Name: Erica Herberg Title: Chief Financial
Officer |
|
|
|
CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Global Credit
Chief Legal Officer |
|
|
|
CSL III ADVISOR, LLC |
|
By: Carlyle Global Credit Investment Management L.L.C., its managing member |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Chief Legal
Officer |
|
|
|
CPC V, LP |
|
|
By: |
|
CPC V GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CPC V SPV LLC |
|
|
By: |
|
CPC V, L.P., its sole member |
|
|
By: |
|
CPC V GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
[Signature Page
to Application]
|
|
|
MC UNI LLC |
|
|
By: |
|
Carlyle MC GP, Ltd., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Director |
|
|
|
MC UNI SUBSIDIARY LLC MC UNI
SUBSIDIARY II (BLOCKER) LLC |
|
|
By: |
|
MC UNI LLC, its managing member |
|
|
By: |
|
Carlyle MC GP, Ltd., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Director |
[Signature Page
to Application]
|
|
|
CDL 2018-1, L.L.C. CDL 2018-1 SPV
LLC |
|
|
By: |
|
CDL 2018-1 Manager, L.L.C., its manager |
|
|
By: |
|
CDL 2018-1 GP, L.L.C., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CDL 2018-2, L.P. |
|
|
By: |
|
CDL 2018-2 GP, Ltd., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
|
|
CARLYLE ONTARIO CREDIT PARTNERSHIP, L.P.
CARLYLE ONTARIO CREDIT SLP L.L.C |
|
|
By: |
|
TCG OPT Credit GP, Ltd., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
|
|
CARLYLE ONTARIO CREDIT SPECIAL LIMITED PARTNER, L.P. |
|
|
By: |
|
Carlyle Ontario Credit SLP L.L.C., its general partner |
|
|
By: |
|
/s/ Kristie Weaver |
|
|
Name: Kristie Weaver Title: Vice
President |
|
|
|
CARLYLE SKYLINE CREDIT FUND, L.P. |
|
|
By: |
|
Carlyle Skyline Credit Fund GP, L.P., its general partner |
|
|
By: |
|
Carlyle Skyline Credit Fund GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CDL 2020-3, L.L.C. |
|
|
By: |
|
CDL 2020-3 MANAGER, L.L.C., its manager |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CARLYLE CLO MANAGEMENT L.L.C. |
|
|
By: |
|
/s/ Catherine L. Ziobro |
|
|
Name: Catherine L. Ziobro Title: Authorized
Person |
[Signature Page
to Application]
|
|
|
CARLYLE CLO FUND, L.P. |
|
|
By: |
|
Carlyle CLO Partners GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Principal |
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES CLO
2012-4, LTD. CARLYLE GLOBAL MARKET STRATEGIES
CLO 2013-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-2, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2013-3, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-4,
LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-5, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2015-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-3, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2015-4, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-5, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-1, LTD. |
|
|
|
|
|
By: |
|
/s/ Kriste Rankin |
|
|
Name: Kriste Rankin Title:
Director |
[Signature Page
to Application]
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-2, LTD. |
|
|
By: |
|
/s/ Paul Belson |
|
|
Name: Paul Belson Title:
Director |
[Signature Page
to Application]
|
|
|
CARLYLE C17 CLO, LTD. |
|
|
By: |
|
/s/ Mora Goddard |
|
|
Name: Mora Goddard Title:
Director |
|
|
|
CARLYLE US CLO 2020-2, LTD. CARLYLE
US CLO 2021-2, LTD. |
|
|
By: |
|
/s/ Dianne Farjallah |
|
|
Name: Dianne Farjallah Title:
Director |
|
|
|
CARLYLE US CLO 2019-4, LTD. |
|
|
By: |
|
/s/ Chris Ford |
|
|
Name: Chris Ford Title:
Director |
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES CLO
2012-3, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-2-R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-3- R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-4-R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-3, LTD.
CARLYLE US CLO 2016-4, LTD.
CARLYLE US CLO 2017-1, LTD.
CARLYLE US CLO 2017-2, LTD.
CARLYLE US CLO 2017-3, LTD.
CARLYLE US CLO 2017-4, LTD.
CARLYLE US CLO 2017-5, LTD.
CARLYLE US CLO 2018-1, LTD. CARLYLE US CLO 2018-2, LTD.
CARLYLE US CLO 2018-3, LTD. CARLYLE US CLO 2018-4, LTD.
CARLYLE US CLO 2019-1, LTD. CARLYLE US CLO 2019-2, LTD.
CARLYLE US CLO 2019-3, LTD. CARLYLE US CLO 2020-1, LTD.
CARLYLE US CLO 2021-1, LTD. CARLYLE US CLO 2023-C, LTD.
CARLYLE US CLO 2023-5, LTD. CARLYLE US CLO 2023-E, LTD.
CARLYLE US CLO 2024-A, LTD. CARLYLE US CLO 2024-B,
LTD. |
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By: |
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/s/ John Fawkes |
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Name: John Fawkes Title:
Director |
[Signature Page
to Application]
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CARLYLE STRUCTURED CREDIT FUND, L.P.
CARLYLE STRUCTURED CREDIT COINVESTMENT, L.P. |
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By: |
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Carlyle Structured Credit GP, L.P., its general partner |
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By: |
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Carlyle Structured Credit GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
[Signature Page
to Application]
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CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II, L.P.
CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II-A, L.P.
CEMOF II COINVESTMENT, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS AIV ONE, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS AIV, L.P.
CEMOF II AIV, L.P. CEMOF II AIV ONE, L.P.
CEMOF II AIV TWO, L.P. CEMOF II AIV THREE, L.P.
CEMOF II AIV FOUR, L.P. CEMOF
II-A AIV, L.P. CEMOF II-A AIV ONE, L.P.
CEMOF II-A AIV TWO, L.P.
CEMOF II-A AIV THREE, L.P. CEMOF II-A AIV FOUR, L.P.
CEMOF II OFFSHORE INVESTORS, L.P. |
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By: |
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CEMOF II General Partner, L.P., its general partner |
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By: |
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TC Group CEMOF II, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CEMOF-A COINVESTMENT PARTNERS, L.P. |
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By: |
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CEMOF General Partner Cayman, L.P., its general partner |
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By: |
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CEMOF GP Cayman, Ltd., its general partner |
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By: |
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/s/ Jeffrey W. Ferguson |
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Name: Jeffrey W. Ferguson Title:
Director |
[Signature Page
to Application]
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P.
CARLYLE CREDIT OPPORTUNITIES FUND, L.P. CCOF CAYMAN, L.P.
CCOF CO-INVESTMENT, L.P. CCOF NORTH CO-INVESTMENT, L.P.
CCOF MASTER, L.P. CCOF PARALLEL AIV, L.P.
CCOF PARALLEL AIV INVESTORS, L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND NOTE ISSUER, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) NOTE ISSUER, L.P.
CCOF GEM CO-INVESTMENT, L.P.
CCOF MASTER CAYMAN GEM CO-INVESTMENT, LTD.
CCOF ONSHORE CO-BORROWER LLC |
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By: |
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CCOF General Partner, L.P., its general partner |
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By: |
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CCOF, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CCOF MASTER CAYMAN, LTD. |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Director |
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CCOF S.à r.l. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CCOF MASTER S.à r.l. CCOF SPV
I S.à r.l. CCOF MASTER CO-INVESTMENT S.à r.l. CCOF
CO-INVESTMENT S.à r.l |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CCOF MAIN SPV, L.P. |
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By: |
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CCOF SPV GP L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Principal |
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CARLYLE TANGO RE CREDIT, L.P. |
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By: |
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Carlyle Tango RE Credit GP, L.P., its general partner |
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By: |
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Carlyle Tango, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CARLYLE CREDIT OPPORTUNITIES FUND II, L.P.,
CCOF II CO-INVESTMENT, L.P., CCOF II MASTER, L.P. |
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By: |
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CCOF II General Partner, L.P., its general partner |
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By: |
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CCOF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) II, SCSp
CCOF II LUX FEEDER, SCSp |
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By: |
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CCOF II Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title:
Manager |
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CCOF II ONSHORE SPV, L.P. |
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By: |
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CCOF II SPV GP, LLC, its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CCOF II MASTER CAYMAN, LTD., |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Director |
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CARLYLE CREDIT OPPORTUNITIES FUND II NOTE ISSUER, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II NOTE ISSUER, L.P. |
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By: |
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CCOF II Note Issuer General Partner, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CCOF II MASTER S.à r.l. CCOF
II SPV S.à r.l. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CARLYLE STRATEGIC PARTNERS IV, L.P.
CSP IV COINVESTMENT, L.P. CSP IV S-1B AIV, L.P. |
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By: |
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CSP IV General Partner, L.P., its general partner |
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By: |
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TC Group CSP IV, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV COINVESTMENT (CAYMAN), L.P.
CSP IV (CAYMAN 1), L.P. CSP IV ACQUISITIONS, L.P. |
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By: |
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CSP IV (Cayman 1) General Partner, L.P., its general partner |
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By: |
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TC Group CSP IV, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV S-1 AIV, L.P. CSP IV S-1A
AIV, L.P. |
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By: |
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Carlyle Strategic Partners IV, L.P., its general partner |
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By: |
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CSP IV General Partner, L.P., its general partner |
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By: |
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TC Group CSP IV, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CREDIT ACQUISITIONS (CAYMAN-3), L.P. |
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By: |
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Credit Acquisitions-3 General Partner, L.P., its general partner |
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By: |
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Credit Acquisitions-3, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV ARF (Cayman 3), L.P. |
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By: |
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CSP IV ARF General Partner, L.P., its general partner |
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By: |
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CSP IV ARF Delaware 3, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
[Signature Page
to Application]
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CSP IV (CAYMAN 2), L.P. |
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By: |
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CSP IV (Cayman 2) General Partner, L.P., its general partner |
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By: |
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CSP IV (Cayman 2) GP, Ltd., its general partner |
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By: |
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/s/ Jeffrey W. Ferguson |
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Name: Jeffrey W. Ferguson Title:
Director |
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CSP IV (CAYMAN 3), L.P. |
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By: |
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CSP IV (Cayman 3) General Partner, L.P., its general partner |
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By: |
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CSP IV (Cayman 3) GP, Ltd., its general partner |
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By: |
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/s/ Jeffrey W. Ferguson |
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Name: Jeffrey W. Ferguson Title:
Director |
[Signature Page
to Application]
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CARLYLE CLOVER PARTNERS, L.P.
CARLYLE CLOVER PARTNERS 2, L.P. |
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By: |
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CREV General Partner, L.P., its general partner |
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By: |
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CREV General Partner, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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TCG CAPITAL MARKETS L.L.C. |
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By: |
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/s/ Joshua Lefkowitz |
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Name: Joshua Lefkowitz Title: Chief Legal
Officer |
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TCG SENIOR FUNDING L.L.C. |
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By: |
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/s/ Joshua Lefkowitz |
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Name: Joshua Lefkowitz Title: Chief Legal
Officer of Global Credit |
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CARLYLE REVOLVING LOAN FUND, L.P., |
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By: |
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Carlyle Revolving Loan GP, L.P., its general partner |
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By: |
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Carlyle Revolving Loan GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CREV COINVESTMENT, L.P.
CLOVER FINANCING SPV, L.P. |
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By: |
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Carlyle Revolving Loan GP, L.P., its general
partner |
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By: |
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Carlyle Revolving Loan GP, L.L.C., its general
partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CREV CAYMAN, L.P. |
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By: |
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Carlyle Revolving Loan GP, L.P., its general partner |
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By: |
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Carlyle Revolving Loan GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE INFRASTRUCTURE CREDIT FUND, L.P., |
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By: |
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CICF General Partner, L.P., its general partner |
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By: |
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CICF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE BRAVO OPPORTUNISTIC CREDIT PARTNERSHIP, L.P.
CARLYLE BRAVO OPPORTUNISTIC CREDIT FEEDER, L.P. |
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By: |
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TCG Bravo Credit GP, Ltd., its general partner |
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By: |
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/s/ Karen Ellerbe |
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Name: Karen Ellerbe Title:
Director |
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CELF ADVISORS LLP |
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By: |
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CELF, L.L.C., its general partner |
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By: |
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/s/ Kristie Weaver |
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Name: Kristie Weaver Title:
Director |
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CIC ADVISORS LLP |
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By: |
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CIC UK, L.L.C., its controlling member |
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By: |
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/s/ Kristie Weaver |
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Name: Kristie Weaver |
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Title: Director |
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CARLYLE EURO CLO 2013-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-2 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-3 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-2 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-2 DAC
CARLYLE EURO CLO 2017-1 DAC
CARLYLE EURO CLO 2017-2 DAC
CARLYLE EURO CLO 2017-3 DAC
CARLYLE EURO CLO 2018-1 DAC
CARLYLE EURO CLO 2019-2 DAC
CARLYLE EURO CLO 2020-2 DAC
CARLYLE EURO CLO 2021-1 DAC
CARLYLE EURO CLO 2021-2 DAC CARLYLE EURO CLO 2021-3
DAC |
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By: |
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/s/ Raymund Ado |
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Name: Raymund Ado Title:
Director |
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CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 DAC
CARLYLE EURO CLO 2018-2 DAC
CARLYLE EURO CLO 2019-1 DAC
CARLYLE EURO CLO 2020-1 DAC |
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By: |
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/s/ Raymund Ado |
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Name: Raymund Ado Title:
Director |
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CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-1 DAC |
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By: |
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/s/ Helena Hynes |
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Name: Helena Hynes Title:
Director |
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CARLYLE US CLO 2021-3S, LTD.
CARLYLE US CLO 2021-4, LTD.
CARLYLE US CLO 2021-5, LTD.
CARLYLE US CLO 2021-7, LTD.
CARLYLE US CLO 2021-8, LTD.
CARLYLE US CLO 2021-10, LTD.
CARLYLE US CLO 2021-11, LTD.
CARLYLE US CLO 2022-2, LTD.
CARLYLE US CLO 2022-3, LTD.
CARLYLE US CLO 2023-3, LTD.
CARLYLE US CLO 2022-F, LTD.
CARLYLE US CLO 2022-H, LTD. |
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By: |
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/s/ Dianne Farjallah |
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Name: Dianne Farjallah Title:
Director |
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CARLYLE US CLO 2021-6, LTD. CARLYLE
US CLO 2021-9, LTD. CARLYLE US CLO 2022-1, LTD. |
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By: |
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/s/ Aoife Kenny |
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Name: Aoife Kenny Title:
Director |
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CICF COINVESTMENT, L.P. |
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By: |
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CICF General Partner, L.P., its general
partner |
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By: |
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CICF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE INFRASTRUCTURE CREDIT FUND NOTE ISSUER, L.P.
By: CICF NOTE ISSUER GENERAL PARTNER, L.L.C., its general
partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe
Title: Authorized Person |
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CICF LUX FEEDER, SCSP
By: CICF LUX GP, S.à.r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CARLYLE CREDIT OPPORTUNITIES FUND
(PARALLEL) AIV, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL)
AIV INVESTORS, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 3, L.P. CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 4, L.P. By: CCOF General partner, L.P.,
its general partner By: CCOF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 3, L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 4, LLC
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV INVESTORS 3, LLC
CARLYLE BRAVO CREDIT INVESTOR, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 3, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 4, L.P. |
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By: CCOF II General Partner, L.P., its general partner |
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By: CCOF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2, SCSP
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV, SCSP CCOF II
PARALLEL AIV INVESTORS, SCSP By: CCOF II LUX GENERAL PARTNER S.à r.l., its
general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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PROJECT MEDIACO, L.P. PROJECT
HARMONY, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV HOLDINGS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2 HOLDINGS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II-N, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II- N MAIN, L.P.
By: CCOF II General Partner, L.P., its general partner
By: CCOF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE SPINNAKER PARTNERS 2, L.P.
CARLYLE SPINNAKER PARTNERS 2 MAIN, L.P.
By: CARLYLE SPINNAKER PARTNERS 2 GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE REVOLVING LOAN FUND II, L.P. CREV II CAYMAN, L.P.
By: Carlyle Revolving Loan II GP, L.P., its general partner
By: Carlyle Revolving Loan II GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE DIRECT LENDING FUND (LEVERED), L.P.
CARLYLE DIRECT LENDING FUND, L.P.
By: CARLYLE DIRECT LENDING FUND GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE FALCON STRUCTURED SOLUTIONS, L.L.C.
By: CARLYLE FALCON STRUCTURED SOLUTIONS MANAGER, L.L.C., its manager |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE AURORA INFRASTRUCTURE CREDIT PARTNERS, L.P.
By: TCG AURORA CREDIT GP LTD., its general partner |
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By: |
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/s/ Karen Ellerbe |
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Name: Karen Ellerbe Title:
Director |
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CARLYLE INFRASTRUCTURE CREDIT FUND (LEVERED), L.P.
By: CICF GENERAL PARTNER, L.P., its general partner
By: CICF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CREV II COINVESTMENT, L.P.
By: CARLYLE REVOLVING LOAN II GP, L.P., its general partner
By: CARLYLE REVOLVING LOAN II GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE ONTARIO CREDIT PARTNERSHIP
DIRECT LENDING SPV, L.P. By: TCG OPT CREDIT SPV GP, LTD., its
general partner |
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By: |
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/s/ Karen Ellerbe |
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Name: Karen Ellerbe Title:
Director |
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CARLYLE SKYLINE CREDIT FUND AIV, L.P.
By: CARLYLE SKYLINE CREDIT FUND GP, L.P., its general partner
By: CARLYLE SKYLINE CREDIT FUND GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CCOF II PARALLEL IRVING AIV INVESTORS
(LUX), SCSP CCOF II LUX FEEDER IRVING AIV, SCSP
By: CCOF II LUX GENERAL PARTNER S.a.r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CCOF II PARALLEL IRVING AIV INVESTORS (DE), L.L.C. |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV, L.P.
By: CCOF II GENERAL PARTNER, L.P., its general partner By: CCOF
II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV BRAWN AIV, L.P. BRAWN COINVEST ELECTING INVESTORS, L.P.
CSP IV COINVEST BRAWN INVESTORS, L.P. CSP IV COINVEST BRAWN,
L.P. CSP IV (PARALLEL) AIV I, L.P.
By: CSP IV GENERAL PARTNER, L.P., its general partner
By: TC GROUP CSP IV, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV CREDIT INVESTOR, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Principal |
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CARLYLE TANGO RE CREDIT SPLITTER, L.P.
By: CARLYLE TANGO RE CREDIT GP, L.P., its general partner
By: CARLYLE TANGO, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CARLYLE CEDAR INFRASTRUCTURE CREDIT PARTNERS, L.P.
By: TCG CEDAR CREDIT GP LTD., its general partner |
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By: |
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/s/ Karen Ellerbe |
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Name: Karen Ellerbe Title:
Director |
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CARLYLE AURORA REVOLVING LOAN FUND, L.P.
By: CARLYLE AURORA REVOLVING LOAN FUND GP, L.P., its general partner
By: CARLYLE AURORA REVOLVING LOAN FUND GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Principal |
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CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1 PARTNERSHIP, L.P.
By: CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1
GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CBAM 2017-1, LTD.
CBAM 2017-2, LTD. CBAM 2017-3, LTD. CBAM 2017-4, L.L.C.
CBAM 2017-4, LTD. CBAM 2018-5, LTD. CBAM 2018-6, LTD.
CBAM 2018-7, LTD. CBAM 2018-8, LTD. CBAM 2019-9, LTD.
CBAM 2019-10, LTD. CBAM 2019-11R, LTD. CBAM 2020-12, LTD.
CBAM 2020-13, LLC CBAM 2020-13, LTD. CBAM 2021-14, LTD.
CBAM 2021-15, LLC
By: CBAM CLO Management LLC, its portfolio manager |
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By: |
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/s/ Joshua Lefkowitz |
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Name: Joshua Lefkowitz Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III, L.P. |
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By: |
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CCOF III General Partner, L.P., its general partner |
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By: |
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CCOF III L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Authorized Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III (PARALLEL), SCSP |
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By: |
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CCOF III Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CARLYLE CREDIT OPPORTUNITIES FUND III PLUS, L.P. |
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By: |
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CCOF III General Plus Partner, L.P., its general partner |
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By: |
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CCOF III Plus L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Authorized Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III PLUS (PARALLEL), SCSP |
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By: |
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CCOF III Plus Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex |
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Title: Manager |
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CFLEX EU HOLDINGS S.À R.L. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title:
Manager |
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CDL JUNIPD, L.P. |
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By: |
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CDL 2023-1 GP, Ltd. its general partner |
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By: |
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/s/ Paul Smith |
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Name: Paul Smith |
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Title: Director |
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CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND, L.P.,
CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P.,
CFLEX HOLDINGS I, L.P., CFLEX HOLDINGS II, L.P.,
CFLEX SUB (PARALLEL), L.P. |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.P., its general partner |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Vice President |
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CARLYLE PRIVATE MARKETS S.A. SICAV-RAIF |
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By: |
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/s/ Mirza Vodopic |
Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Matthijs Haarsma |
Name: Matthijs Haarsma Title:
Manager |
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C CCOF II PRIVATE INVESTORS FEEDER, L.P.,
CCOF II (PARALLEL) PASTRY FEEDER AIV, L.P.,
CCOF II (PARALLEL) PASTRY AIV, L.P. CCOF II-G PASTRY AIV, L.P., CCOF II-N PASTRY AIV, L.P. |
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By: |
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CCOF II General Partner, L.P., its general partner |
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By: |
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CCOF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Authorized
Person |
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CARLYLE SPINNAKER PASTRY AIV, L.P., |
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By: |
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Carlyle Spinnaker Partners 2 GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Authorized
Person |
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CCOF III (PARALLEL) ONSHORE INVESTORS B AIV, L.P.,
CCOF III (PARALLEL) OFFSHORE INVESTORS A AIV, L.P., CCOF III
(PARALLEL) OFFSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) PASTRY FEEDER AIV, L.P.,
CCOF III PASTRY AGGREGATOR L.P., CCOF III (PARALLEL) PASTRY AIV,
L.P., CCOF III (PARALLEL) ONSHORE INVESTORS A AIV, L.P., CCOF
III (PARALLEL) LITMUS FEEDER AIV, L.P., CCOF III (PARALLEL) LITMUS AIV, L.P.,
CCOF III LITMUS AGGREGATOR, L.P., |
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By: |
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CCOF III General Partner, L.P., its general partner |
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By: |
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CCOF III L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Authorized
Person |
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CCOF ALERA AGGREGATOR, L.L.P. |
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By: |
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CCOF General Partner, L.P., its general partner |
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By: |
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CCOF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Authorized
Person |
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CCOF II (PARALLEL) PASTRY AIV INVESTORS B, LLC,
CCOF III (PARALLEL) PASTRY AIV INVESTORS B, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CCOF II PARALLEL LITMUS AIV INVESTORS 3, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CARLYLE INFRASTRUCTURE CREDIT FUND II, L.P. |
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By: |
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CICF II General Partner, L.P., its general partner |
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By: |
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CICF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CARLYLE DIVERSIFIED PRIVATE INVESTMENTS EQUITY FEEDER, L.P.,
CDPI CO-INVESTMENT, L.P.,
CARLYLE DIVERSIFIED PRIVATE INVESTMENTS, L.P., CARLYLE
DIVERSIFIED PRIVATE INVESTMENTS INSURANCE FEEDER, L.P. |
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By: |
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CDPI General Partner, L.P., its general partner |
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By: |
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CDPI L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CARLYLE ASSET FINANCE, L.P.,
CARLYLE ASSET FINANCE CO-INVESTMENT, L.P. |
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By: |
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CAF General Partner, L.P., its general partner |
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By: |
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CAF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CCOF SMA PASTRY AIV INVESTORS A, LLC,
CCOF SMA PASTRY AIV INVESTORS B, LLC, CCOF III (PARALLEL) PASTRY
AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS A, LLC |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CSS MH 2023-1 TRUST,
CSS MH 2023-1 LLC |
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By: |
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CSS MH 2023-1 Topco L.L.C., its sole member |
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By: |
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CSS MH 2023-1 Topco Manager L.L.C, its managing member |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CCOF III PSV CO-INVESTMENT, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE FEEDER, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE BORROWER, L.P., |
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By: |
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CCOF III PSV General Partner, L.P., its general partner |
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By: |
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CCOF III PSV L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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CFLEX LEVERED SUB, L.L.C., CFLEX
HOLDINGS II SPV, L.P., CFLEX HOLDINGS I SPV, L.P. |
|
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.P., its general partner |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.L.C., its general partner |
|
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By: |
|
/s/ David Lobe |
Name: David Lobe Title: Vice
President |
|
CCOF III (PARALLEL) LITMUS AIV INVESTORS, LLC,
CCOF III (PARALLEL) LITMUS AIV INVESTORS 2, LLC, CCOF III
(PARALLEL) LITMUS AIV INVESTORS 3, LLC, |
|
/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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TCG CREDIT KFA CO-INVEST, LLC |
|
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By: |
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TCG Credit KFA Co-Invest Manager LLC, its non-member manager |
|
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By: |
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/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
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CBAM CLO 2020-12 BLOCKER I LLC,
CBAM CLO 2019-11R BLOCKER I LLC,
CBAM CLO 2020-13 BLOCKER I LLC,
CBAM CLO 2021-14 BLOCKER I LLC,
CBAM CLO 2017-1 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-2 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-3 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-4 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-5 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-6 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-7 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-8 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2019-9 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2019-10 BLOCKER 3 (DELAWARE) LLC, |
|
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By: |
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CBAM CLO Management LLC, its portfolio manager |
|
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By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title:
Authorized Person |
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CFLEX INVESTMENT HOLDINGS, L.P. |
|
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By: |
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CFLEX ILP GP, L.L.C., its general partner |
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By: |
|
/s/ Naima Garvin |
Name: Naima Garvin |
Title: Vice President |
|
CARLYLE US CLO 2022-1BLOCKER, LTD.,
CARLYLE US CLO 2022-2BLOCKER, LTD.,
CARLYLE US CLO 2022-3BLOCKER, LTD.,
CARLYLE US CLO 2022-4BLOCKER, LTD.,
CARLYLE US CLO 2022-5BLOCKER, LTD.,
CARLYLE US CLO 2022-6BLOCKER, LTD. |
|
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By: |
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/s/ John Fawkes |
|
|
Name: John Fawkes Title:
Director |
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CARLYLE US CLO 2023-2, LTD. |
|
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By: |
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/s/ Maria Solas |
Name: Maria Solas |
Title: Director |
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CARLYLE US CLO 2023-1, LLC |
|
|
By: |
|
/s/ Melissa Stark |
Name: Melissa Stark |
Title: Manager |
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CARLYLE US CLO 2023-A, LTD. |
|
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By: |
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/s/ Aoife Kenny |
Name: Aoife Kenny |
Title: Director |
|
CARLYLE CHARLIE OPPORTUNISTIC CREDIT FEEDER, L.P. |
|
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By: |
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TCG Charlie Credit GP, Ltd., its general partner |
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By: |
|
/s/ Karen Ellerbe |
Name: Karen Ellerbe |
Title: Director |
|
ALPINVEST CO-INVESTMENT FUND (OFFSHORE) VIII, L.P. |
|
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By: |
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AlpInvest Co-Investment VIII GP, LLC, its general partner |
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By: |
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AlpInvest Co-Investment Ultimate GP I, LLC, as the manager of the general partner |
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By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
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|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALP L GLOBAL PE SMA FUND, L.P., |
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By: |
|
ALP L Global GP, LLC, its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND III, L.P. |
|
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By: |
|
AlpInvest Access III GP, LP, its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES FUND (OFFSHORE) VII, L.P. |
|
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By: |
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AlpInvest Secondaries VII GP, LLC, as its general partner |
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By: |
|
AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST FINANCE STREET II, L.P. |
|
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By: |
|
AlpInvest Finance Street II GP, L.P., as its general partner |
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|
By: |
|
AlpInvest Co-Investment Ultimate GP I, LLC, as its general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST GRIO FUND, L.P. |
|
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By: |
|
AlpInvest GRIO GP, LLC, as its general partner |
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By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PEP SECONDARY FUND 2021, L.P. |
|
|
By: |
|
AlpInvest Private Equity Program 2021 GP, L.P., as its general partner |
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|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SIG FUND, L.P., |
|
|
By: |
|
AlpInvest SIG Fund GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SPIRE FUND, L.P. |
|
|
By: |
|
AlpInvest Spire GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII ACCESS SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Access Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII G SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII PACIFIC SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
CENDANA I, L.P. |
|
|
By: |
|
AlpInvest Cendana I GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (ONSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Co-Investment VIII GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES FUND (ONSHORE) VII, L.P. |
|
|
By: |
|
AlpInvest Secondaries VII GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND II, L.P. |
|
|
By: |
|
AlpInvest Access II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND II-A, L.P. |
|
|
By: |
|
AlpInvest Access II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST C FUND, L.P., |
|
|
By: |
|
AlpInvest C GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST C FUND II, L.P. |
|
|
By: |
|
AlpInvest C II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HLI FUND, L.P. |
|
|
By: |
|
AlpInvest HLI GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CHESAPEAKE SCF I, L.P. |
|
|
By: |
|
AlpInvest Chesapeake SCF I GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST EDISON FUND, L.P. |
|
|
By: |
|
AlpInvest Edison GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HARVEST FUND, L.P. |
|
|
By: |
|
AlpInvest Harvest GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST FALCON SCF I, L.P. |
|
|
By: |
|
AlpInvest Falcon SCF I GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST NORTH RUSH III, L.P. |
|
|
By: |
|
AlpInvest North Rush III GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC,, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST WB SSMA, L.P. |
|
|
By: |
|
AlpInvest WB GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
HLI STRATEGIC L.P. |
|
|
By: |
|
AlpInvest HLI GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
ALPINVEST
CO-INVESTMENT FUND (LUX MASTER) VIII, SCSP, ALPINVEST CO-INVESTMENT FUND
(LUX EURO MASTER) VIII, SCSP |
|
|
By: |
|
AlpInvest Co-Investment VII Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST SECONDARIES (LUX MASTER) VII, SCSP,
ALPINVEST SECONDARIES FUND (LUX EURO MASTER) VII, SCSP |
|
|
By: |
|
AlpInvest Secondaries VII Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST GENERALI SECONDARY II SCSP-RAIF |
|
|
By: |
|
AlpInvest G II GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
AJ II FUND C.V. |
|
|
By: |
|
AlpInvest J II GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PARTNERS PRIMARY FUND INVESTMENTS 2020 II C.V. |
|
|
By: |
|
AlpInvest Partners 2020 II B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PARTNERS SECONDARY INVESTMENTS 2020/2021 I C.V. |
|
|
By: |
|
AlpInvest Partners 2020/2021 GP I LLC, as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PM FUND C.V. |
|
|
By: |
|
AlpInvest PM GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP P C.V. |
|
|
By: |
|
AlpInvest P GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
GGG FUND II C.V. |
|
|
By: |
|
AlpInvest GGG II B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PRIVATE EQUITY INVESTMENT MANAGEMENT, LLC |
|
|
By: |
|
AlpInvest US Holdings, LLC, its managing members |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ATOM FUND (LUX MASTER), SCSP |
|
|
By: |
|
AlpInvest Atom Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST ATOM FUND (OFFSHORE), L.P. |
|
|
By: |
|
AlpInvest Atom Fund GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST ATOM FUND (ONSHORE), L.P. |
|
|
By: |
|
AlpInvest Atom Fund GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ATOM FUND (OFFSHORE) II, L.P. |
|
|
By: |
|
AlpInvest Atom II GP, L.P., its general partner |
|
|
By: |
|
AlpInvest Atom II Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PEP SECONDARY FUND 2022, L.P. |
|
|
By: |
|
AlpInvest Private Equity Program 2022 GP, LP, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PSS FUND II, L.P. |
|
|
By: |
|
AlpInvest PSS II GP, LP, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PHOENIX SCF I, L.P. |
|
|
By: |
|
AlpInvest Phoenix SCF I GP, LP, as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
TOP CASTLE SIDECAR VII, L.P. |
|
|
By: |
|
AlpInvest ASF VII Top Castle Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST INDIGO I CI, L.P. |
|
|
By: |
|
AlpInvest Indigo SCF I CI GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST INDIGO SCF I, L.P. |
|
|
By: |
|
AlpInvest Indigo SCF I GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CWS FUND, SCSP |
|
|
By: |
|
AlpInvest CWS GP, S.a.r.l., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST GENERAL SCA, SICAV-RAIF |
|
|
By: |
|
AlpInvest G II GP, S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
AP KP FUND II SCSP |
|
|
By: |
|
AlpInvest KP II GP, S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
AP M C.V. |
|
|
By: |
|
AlpInvest M GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP M CO-INVESTMENT II C.V. |
|
|
By: |
|
AlpInvest M CO II GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP M SECONDARIES C.V. |
|
|
By: |
|
AlpInvest M Secondaries GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PG 2022 FUND C.V. |
|
|
By: |
|
AlpInvest PG 2022 GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ASP ASPIRE (CAYMAN), L.P. |
|
|
By: |
|
ASP VII GP CO, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASP MATRIX III, L.P. |
|
|
By: |
|
ASP 2021 Agg. GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HLI II FUND, L.P. |
|
|
By: |
|
AlpInvest HLI II GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST N FUND, L.P. |
|
|
By: |
|
AlpInvest N GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
AP P II C.V. |
|
|
By: |
|
AlpInvest P II GP B.V., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST CO-INVESTMENT FUND (ONSHORE) IX, L.P. |
|
|
By: |
|
AlpInvest Co-Investment IX GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Co-Investment IX Ultimate GP, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (OFFSHORE) IX, L.P. |
|
|
By: |
|
AlpInvest Co-Investment IX GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Co-Investment IX Ultimate GP, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (LUX MASTER) IX, SCSP |
|
|
By: |
|
AlpInvest Co-Investment IX Lux GP S.a.r.l., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) IX, SCSP |
|
|
By: |
|
AlpInvest Co-Investment IX Lux GP S.a.r.l., as its general partner |
|
|
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
|
|
CARLYLE CLO PARTNERS, L.P. |
|
By: Carlyle CLO Partners GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Vice President |
|
CARLYLE CREDIT OPPORTUNITIES CRHQ, SCSP |
|
By: CCOF III Lux General Partner S.a r.l., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Manager |
|
|
By: |
|
/s/ Gael Castex |
|
|
Name: Gael Castex |
|
|
Title: Manager |
|
CARLYLE STRUCTURED SOLUTIONS G CO-INVEST, L.P. |
|
By: Carlyle Structured Solutions G Co-Invest GP, L.P., its general partner |
|
By: Carlyle Structured Solutions G Co-Invest GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Vice President |
|
CARLYLE INFRASTRUCTURE CREDIT FUND II (PARALLEL), S.C.SP. |
|
By: CICF II Lux General Partner, S.a r.l., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Manager |
|
|
By: |
|
/s/ Gael Castex |
|
|
Name: Gael Castex |
|
|
Title: Manager |
|
CARLYLE INFRASTRUCTURE CREDIT FUND II (LEVERED), L.P. |
|
By: CICF II General Partner, L.P., its general partner |
|
By: CICF II, L.L.C., its general partner |
|
By: /s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Vice President |
|
|
|
ALPINVEST ATOM FUND (OFFSHORE) II, L.P. |
|
|
By: |
|
AlpInvest Atom II GP, L.P., its general partner |
By: |
|
AlpInvest Atom II Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST SECONDARIES FUND (ONSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ASF VIII SIDECAR, L.P. |
|
|
By: |
|
ASF VIII Sidecar GP, L.P., its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES FUND (ONSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST INDIGO II CI, L.P. |
|
|
By: |
|
AlpInvest Indigo Co-Invest GP, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST CWS FUND III C.V. |
|
|
By: |
|
AlpInvest CWS GP III B.V., its general manager |
By: |
|
AlpInvest Partners B.V., its managing director |
|
|
|
By: |
|
/s/ Marc Rademakers |
|
|
Name: Marc Rademakers |
|
|
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schuren |
|
|
Name: Patrick de van der Schueren |
|
|
Title: Chief Legal Officer |
|
AAF CI-A, L.P. |
|
|
By: |
|
AlpInvest Atom GP, L.P, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST CORIENT FUND, L.P. |
|
|
By: |
|
AlpInvest Corient GP, L.P., its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ASP GROVE, L.P. |
|
|
By: |
|
ASP 2023 Agg. GP, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ASP JORDAN, L.P. |
|
|
By: |
|
ASP VII GP Co, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ASP MARTIN, L.P. |
|
|
By: |
|
ASP 2023 Agg. GP, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ASP OYSTER, L.P. |
|
|
By: |
|
ASP VII GP Co, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST GRIO FUND II, L.P. |
|
|
By: |
|
AlpInvest GRIO GP II, L.P., its general partner |
By: |
|
AlpInvest Mult-Strategy Ultimate GP I, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST REDC FUND, L.P. |
|
|
By: |
|
AlpInvest RedC GP, L.P., its general partner |
By: |
|
AlpInvest Mult-Strategy Ultimate GP I, LLC, its general partner |
|
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES MERLION FUND, L.P. |
|
|
By: |
|
AlpInvest Secondaries Merlion GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST SIG II FUND, L.P. |
|
|
By: |
|
AlpInvest SIG II GP, L.P., its general partner |
By: |
|
AlpInvest US Holdings, LLC, its managing member |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST VICTORIA GROWTH PORTFOLIO, L.P. |
|
|
By: |
|
AlpInvest Victoria Growth Portfolio GP, L.P., its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
CCOF III (PARALLEL) PURPLE CO-INVEST AGGREGATOR, L.P. |
|
By: CCOF III Purple Co-Invest GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
|
CARLYLE US CLO 2024-C, LTD. |
|
|
By: |
|
/s/ John Fawkes |
Name: John Fawkes |
Title: Director |
|
CSS SOLAR 2024-1 TOPCO LLC. |
|
By: CSS Solar 2024-1 Topco Manager, LLC, its manager |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
|
CCOF III NEXUS CO-INVEST AGGREGATOR, L.P. |
|
By: CCOF III General Partner, L.P., its general partner |
|
By: CCOF III L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
[Signature Page to
Application]
Schedule A
The Existing Affiliated Funds consist of: (i) part of the following eight investment strategies of the Carlyle Global Credit segment; and (ii) AlpInvest
Funds.
Global Credit
1. Private
Credit:
(a) Each of the following entities within Private Credit is advised by CGCIM (the Private Credit Existing
CGCIM-Advised Funds).
|
(5) |
Carlyle Ontario Credit Partnership, L.P. |
|
(6) |
Carlyle Skyline Credit Fund, L.P. |
|
(8) |
Carlyle Direct Lending Fund, L.P. |
(b) Each of the following entities within Private Credit are advised by CGCIM (the Private Credit Existing Non-CGCIM-Advised Funds and, together with the Private Credit Existing CGCIM-Advised Funds, the Private Credit Existing Affiliated Funds).
|
(1) |
MC UNI Subsidiary LLC |
|
(2) |
MC UNI Subsidiary II (Blocker) LLC |
|
(5) |
Carlyle Ontario Credit SLP L.L.C., |
|
(6) |
Carlyle Ontario Credit Special Limited Partner, L.P. |
|
(7) |
Carlyle Ontario Credit Partnership Direct Lending SPV, L.P. |
|
(8) |
Carlyle Skyline Credit Fund AIV, L.P. |
|
(9) |
Carlyle Direct Lending Fund (Levered), L.P. |
2. Loans and Structured Credit:
(a) Each of the following entities within Loans and Structured Credit is a CLO entity managed by Carlyle CLO Manager (collectively, the
Structured Credit Existing CLOs).
|
(1) |
Carlyle Global Market Strategies CLO 2012-3, Ltd. |
|
(2) |
Carlyle Global Market Strategies CLO 2012-4, Ltd. |
|
(3) |
Carlyle Global Market Strategies CLO 2013-1, Ltd.
|
|
(4) |
Carlyle Global Market Strategies CLO 2013-2, Ltd.
|
|
(5) |
Carlyle Global Market Strategies CLO 2013-3, Ltd.
|
|
(6) |
Carlyle Global Market Strategies CLO 2013-4, Ltd. |
|
(7) |
Carlyle Global Market Strategies CLO 2014-1, Ltd.
|
|
(8) |
Carlyle Global Market Strategies CLO 2014-2-R, Ltd. |
|
(9) |
Carlyle Global Market Strategies CLO 2014-3-R, Ltd. |
|
(10) |
Carlyle Global Market Strategies CLO 2014-4-R, Ltd. |
|
(11) |
Carlyle Global Market Strategies CLO 2014-5, Ltd.
|
|
(12) |
Carlyle Global Market Strategies CLO 2015-1, Ltd.
|
|
(13) |
Carlyle Global Market Strategies CLO 2015-3, Ltd.
|
|
(14) |
Carlyle Global Market Strategies CLO 2015-4, Ltd.
|
|
(15) |
Carlyle Global Market Strategies CLO 2015-5, Ltd.
|
|
(14) |
Carlyle Global Market Strategies CLO 2016-1, Ltd.
|
|
(15) |
Carlyle Global Market Strategies CLO 2016-2, Ltd.
|
|
(16) |
Carlyle Global Market Strategies CLO 2016-3, Ltd.
|
|
(17) |
Carlyle US CLO 2016-4, Ltd. |
|
(18) |
Carlyle US CLO 2017-1, Ltd. |
|
(19) |
Carlyle US CLO 2017-2, Ltd. |
|
(20) |
Carlyle US CLO 2017-3, Ltd. |
|
(21) |
Carlyle US CLO 2017-4, Ltd. |
|
(22) |
Carlyle US CLO 2017-5, Ltd. |
|
(23) |
Carlyle US CLO 2018-1, Ltd. |
|
(24) |
Carlyle US CLO 2018-2, Ltd. |
|
(25) |
Carlyle US CLO 2018-3, Ltd. |
|
(26) |
Carlyle US CLO 2018-4, Ltd. |
|
(27) |
Carlyle US CLO 2019-1, Ltd. |
|
(28) |
Carlyle US CLO 2019-2, Ltd. |
|
(29) |
Carlyle US CLO 2019-3, Ltd. |
|
(30) |
Carlyle US CLO 2019-4, Ltd. |
|
(31) |
Carlyle US CLO 2020-1, Ltd. |
|
(32) |
Carlyle US CLO 2021-1, Ltd. |
|
(33) |
Carlyle CLO Fund, L.P. |
|
(34) |
Carlyle Clover Partners, L.P. |
|
(35) |
Carlyle Clover Partners 2, L.P. |
|
(36) |
Carlyle Revolving Loan Fund, L.P. |
|
(37) |
CREV Coinvestment, L.P. |
|
(39) |
Carlyle C17 CLO, Ltd. |
|
(40) |
Carlyle US CLO 2020-2, Ltd. |
|
(41) |
Carlyle US CLO 2021-2, Ltd. |
|
(42) |
Carlyle US CLO 2021-3S, Ltd. |
|
(43) |
Carlyle US CLO 2021-4, Ltd. |
|
(44) |
Carlyle US CLO 2021-5, Ltd. |
|
(45) |
Carlyle US CLO 2021-6, Ltd. |
|
(46) |
Carlyle US CLO 2021-7, Ltd. |
|
(47) |
Carlyle US CLO 2021-8, Ltd. |
|
(48) |
Carlyle US CLO 2021-10, Ltd. |
|
(49) |
Carlyle US CLO 2021-9, Ltd. |
|
(50) |
Carlyle US CLO 2021-11, Ltd. |
|
(51) |
Carlyle US CLO 2022-1, Ltd. |
|
(52) |
Carlyle US CLO 2022-2, Ltd. |
|
(53) |
Carlyle US CLO 2023-3, Ltd. |
|
(54) |
Project Mediaco, L.P. |
|
(55) |
Carlyle Bravo Credit Investor, LLC |
|
(56) |
Project Harmony, L.P. |
|
(57) |
Carlyle Spinnaker Partners 2, L.P. |
|
(58) |
Carlyle Spinnaker Partners 2 Main, L.P. |
|
(59) |
CREV II Cayman, L.P. |
|
(60) |
Carlyle Falcon Structured Solutions, L.L.C. |
|
(61) |
CREV II Coinvestment, L.P. |
|
(62) |
Carlyle Aurora Revolving Loan Fund, L.P. |
|
(63) |
Carlyle Direct Lending Drawdown CLO 2022-1 Partnership, L.P. |
|
(64) |
Carlyle US CLO 2022-F, Ltd. |
|
(82) |
Carlyle US CLO 2022-3, Ltd |
|
(83) |
Carlyle US CLO 2022-H, Ltd. |
|
(84) |
Carlyle Direct Lending CLO 2015-1R LLC |
|
(85) |
Carlyle Revolving Loan Fund II, L.P. |
|
(86) |
CBAM CLO 2020-12 Blocker I LLC |
|
(87) |
CBAM CLO 2019-11R Blocker I LLC |
|
(88) |
CBAM CLO 2020-13 Blocker I LLC |
|
(89) |
CBAM CLO 2021-14 Blocker I LLC |
|
(90) |
CBAM CLO 2017-1 Blocker 3 (Delaware) LLC |
|
(91) |
CBAM CLO 2017-2 Blocker 3 (Delaware) LLC |
|
(92) |
CBAM CLO 2017-3 Blocker 3 (Delaware) LLC |
|
(93) |
CBAM CLO 2017-4 Blocker 3 (Delaware) LLC |
|
(94) |
CBAM CLO 2018-5 Blocker 3 (Delaware) LLC |
|
(95) |
CBAM CLO 2018-6 Blocker 3 (Delaware) LLC |
|
(96) |
CBAM CLO 2018-7 Blocker 3 (Delaware) LLC |
|
(97) |
CBAM CLO 2018-8 Blocker 3 (Delaware) LLC |
|
(98) |
CBAM CLO 2019-9 Blocker 3 (Delaware) LLC |
|
(99) |
CBAM CLO 2019-10 Blocker 3 (Delaware) LLC |
|
(100) |
Carlyle US CLO 2023-2, Ltd. |
|
(101) |
Carlyle US CLO 2022-1 - Blocker, Ltd. |
|
(102) |
Carlyle US CLO 2022-2 - Blocker, Ltd. |
|
(103) |
Carlyle US CLO 2022-3 - Blocker, Ltd. |
|
(104) |
Carlyle US CLO 2022-4 - Blocker, Ltd. |
|
(105) |
Carlyle US CLO 2022-5 - Blocker, Ltd. |
|
(106) |
Carlyle US CLO 2022-6 - Blocker, Ltd. |
|
(107) |
Carlyle US CLO 2023-1, LLC |
|
(108) |
Carlyle US CLO 2023-A, Ltd. |
|
(109) |
Carlyle US CLO 2023-C, Ltd. |
|
(110) |
Carlyle US CLO 2023-5, Ltd. |
|
(111) |
Carlyle US CLO 2023-E, Ltd. |
|
(112) |
Carlyle US CLO 2024-A, Ltd. |
|
(113) |
Carlyle US CLO 2024-B, Ltd. |
|
(114) |
Carlyle Structured Solutions G Co-Invest, L.P. |
|
(115) |
Carlyle CLO Partners, L.P. |
|
(116) |
Carlyle US CLO 2024-C, Ltd. |
(b) Each of the following entities within Loans and Structured Credit is advised by CGCIM (the Structured Credit Existing Non-CLO Funds and, together with the Structured Credit Existing CLOs, the Structured Credit Existing Affiliated Funds).
|
(1) |
Carlyle Structured Credit Fund, L.P. |
|
(2) |
Carlyle Structured Credit Coinvestment, L.P. |
3. Energy Credit: Each of the following entities within Energy Credit is advised by CGCIM (each an Energy Credit Affiliated
Fund and, collectively, the Energy Credit Existing Affiliated Funds).
|
(1) |
Carlyle Energy Mezzanine Opportunities Fund II, L.P. |
|
(2) |
Carlyle Energy Mezzanine Opportunities Fund II-A, L.P.
|
|
(3) |
CEMOF II Coinvestment, L.P. |
|
(4) |
CEMOF II Master Co-Investment Partners, L.P. |
|
(5) |
CEMOF II Master Co-Investment Partners AIV One, L.P.
|
|
(6) |
CEMOF II Master Co-Investment Partners AIV, L.P. |
|
(7) |
CEMOF-A Coinvestment Partners, L.P. |
|
(9) |
CEMOF II AIV One, L.P. |
|
(10) |
CEMOF II AIV Two, L.P. |
|
(11) |
CEMOF II AIV Three, L.P. |
|
(12) |
CEMOF II AIV Four, L.P. |
|
(13) |
CEMOF II-A AIV, L.P. |
|
(14) |
CEMOF II-A AIV One, L.P. |
|
(15) |
CEMOF II-A AIV Two, L.P. |
|
(16) |
CEMOF II-A AIV Three, L.P. |
|
(17) |
CEMOF II-A AIV Four, L.P. |
|
(18) |
CEMOF II Offshore Investors, L.P. |
2
4. Opportunistic Credit: Each of the following entities within Opportunistic Credit is
advised by CGCIM (each an Opportunistic Credit Affiliated Fund and, collectively, the Opportunistic Credit Existing Affiliated Funds).
|
(1) |
Carlyle Credit Opportunities Fund (Parallel), L.P. |
|
(2) |
Carlyle Credit Opportunities Fund, L.P. |
|
(4) |
CCOF Co-Investment, L.P. |
|
(5) |
CCOF North Co-Investment, L.P. |
|
(6) |
Carlyle Credit Opportunities Fund Note Issuer, L.P. |
|
(7) |
Carlyle Credit Opportunities Fund (Parallel) Note Issuer, L.P. |
|
(8) |
CCOF Gem Co-Investment, L.P. |
|
(9) |
CCOF Master Cayman Gem Co-Investment, LTD. |
|
(10) |
CCOF Onshore Co-Borrower LLC |
|
(11) |
CCOF Master Cayman, Ltd. |
|
(13) |
CCOF Master S.à r.l. |
|
(15) |
CCOF Master Co-Investment S.à r.l. |
|
(16) |
CCOF Co-Investment S.à r.l. |
|
(18) |
Carlyle Tango Re Credit, L.P. |
|
(19) |
Carlyle Credit Opportunities Fund II, L.P. |
|
(20) |
Carlyle Credit Opportunities Fund (Parallel) II, SCSp |
|
(21) |
Carlyle Credit Opportunities Fund Ii Note Issuer, L.P. |
|
(22) |
CCOF II Lux Feeder, SCSp |
|
(23) |
Carlyle Credit Opportunities Fund (Parallel) II Note Issuer, L.P. |
|
(24) |
CCOF II Co-Investment, L.P. |
|
(25) |
CCOF II Master, L.P. |
|
(26) |
CCOF II Master Cayman, Ltd. |
|
(27) |
CCOF II Onshore SPV, L.P. |
|
(28) |
CCOF II Master S.à r.l. |
|
(29) |
CCOF II SPV S.à r.l. |
|
(31) |
CCOF Parallel AIV Investors, L.L.C. |
|
(32) |
CCOF Parallel AIV, L.P. |
|
(33) |
Carlyle Bravo Opportunistic Credit Partnership, L.P. |
|
(34) |
Carlyle Bravo Opportunistic Credit Feeder, L.P. |
|
(35) |
Carlyle Credit Opportunities Fund (Parallel) AIV, L.P. |
|
(36) |
Carlyle Credit Opportunities Fund (Parallel) AIV Investors, L.P. |
|
(37) |
Carlyle Credit Opportunities Fund (Parallel) AIV 2, L.P. |
|
(38) |
Carlyle Credit Opportunities Fund (Parallel) AIV Investors 2, L.P. |
|
(39) |
Carlyle Credit Opportunities Fund (Parallel) AIV 3, L.P. |
|
(40) |
Carlyle Credit Opportunities Fund (Parallel) AIV 4, L.P. |
|
(41) |
Carlyle Credit Opportunities Fund (Parallel) AIV Investors 3, L.L.C. |
|
(42) |
Carlyle Credit Opportunities Fund (Parallel) AIV Investors 4, LLC |
|
(43) |
Carlyle Credit Opportunities Fund (Parallel) II AIV 3, L.P. |
|
(44) |
Carlyle Credit Opportunities Fund (Parallel) II AIV 4, L.P. |
|
(45) |
Carlyle Credit Opportunities Fund (Parallel) II AIV Investors 3, LLC |
|
(46) |
Carlyle Credit Opportunities Fund (Parallel) II AIV 2, SCSp |
|
(47) |
Carlyle Credit Opportunities Fund (Parallel) II AIV, SCSp |
|
(48) |
CCOF II Parallel AIV Investors, SCSp |
|
(49) |
Carlyle Credit Opportunities Fund (Parallel) II AIV Holdings, L.P. |
|
(50) |
Carlyle Credit Opportunities Fund (Parallel) II AIV 2 Holdings, L.P. |
|
(51) |
Carlyle Credit Opportunities Fund II-N, L.P. |
|
(52) |
Carlyle Credit Opportunities Fund II-N Main, L.P. |
|
(53) |
CCOF II Parallel Irving AIV Investors (Lux), SCSp |
|
(54) |
CCOF II Lux Feeder Irving AIV, SCSp |
|
(55) |
CCOF II Parallel Irving AIV Investors (DE), L.L.C. |
|
(56) |
Carlyle Credit Opportunities Fund (Parallel) II Irving AIV 2, L.P. |
|
(57) |
Carlyle Credit Opportunities Fund (Parallel) II Irving AIV, L.P. |
|
(58) |
Carlyle Tango RE Credit Splitter, L.P. |
|
(59) |
Carlyle Credit Opportunities Fund III, L.P. |
|
(60) |
Carlyle Credit Opportunities Fund III, L.P. |
|
(61) |
Carlyle Credit Opportunities Fund III Plus, L.P. |
|
(62) |
Carlyle Credit Opportunities Fund III Plus (Parallel), SCSp |
|
(63) |
CCOF II Private Investors Feeder, L.P. |
|
(64) |
CCOF II (Parallel) Pastry Feeder AIV, L.P. |
|
(65) |
CCOF II (Parallel) Pastry AIV, L.P. |
|
(66) |
CCOF II-G Pastry AIV, L.P. |
|
(67) |
Carlyle Spinnaker Pastry AIV, L.P. |
|
(68) |
CCOF II-N Pastry AIV, L.P. |
|
(69) |
CCOF III (Parallel) Onshore Investors B AIV, L.P. |
|
(70) |
CCOF III (Parallel) Offshore Investors A AIV, L.P. |
|
(71) |
CCOF III (Parallel) Offshore Investors B AIV, L.P. |
|
(72) |
CCOF III (Parallel) Pastry Feeder AIV, L.P. |
|
(73) |
CCOF III Pastry Aggregator L.P. |
|
(74) |
CCOF III (Parallel) Pastry AIV, L.P. |
|
(75) |
CCOF III (Parallel) Onshore Investors A AIV, L.P. |
|
(76) |
CCOF Alera Aggregator, L.P. |
|
(77) |
CCOF III (Parallel) Litmus Feeder AIV, L.P. |
|
(78) |
CCOF III (Parallel) Litmus AIV, L.P. |
|
(79) |
CCOF III Litmus Aggregator, L.P. |
|
(80) |
CCOF II Parallel Litmus AIV Investors 3, LLC |
|
(81) |
CCOF SMA Pastry AIV Investors A, LLC |
|
(82) |
CCOF SMA Pastry AIV Investors B, LLC |
|
(83) |
CCOF III (Parallel) Pastry AIV Investors A, LLC |
|
(84) |
CCOF II (Parallel) Pastry AIV Investors A, LLC |
|
(85) |
CCOF II (Parallel) Pastry AIV Investors B, LLC |
|
(86) |
CCOF III (Parallel) Pastry AIV Investors B, LLC |
|
(87) |
CCOF III PSV Co-Investment, L.P. |
|
(88) |
Carlyle Credit Opportunities Fund III Private Securitization Vehicle Feeder, L.P. |
|
(89) |
Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P. |
|
(90) |
CCOF III (Parallel) Litmus AIV Investors, LLC |
|
(91) |
CCOF III (Parallel) Litmus AIV Investors 2, LLC |
|
(92) |
CCOF III (Parallel) Litmus AIV Investors 3, LLC |
|
(93) |
TCG Credit KFA Co-Invest, LLC |
|
(94) |
Carlyle Charlie Opportunistic Credit Feeder, L.P. |
|
(95) |
Carlyle Credit Opportunities CRHQ, SCSp |
|
(96) |
CCOF III (Parallel) Purple Co-Invest Aggregator, L.P. |
|
(97) |
CCOF III Nexus Co-Invest Aggregator, L.P. |
5. Distressed Credit: Each of the following entities within Distressed Credit is advised by CGCIM (each, a Distressed
Credit Affiliated Fund and, collectively, the Distressed Credit Existing Affiliated Funds).
|
(1) |
Carlyle Strategic Partners IV, L.P. |
|
(2) |
CSP IV Coinvestment, L.P. |
|
(3) |
CSP IV Coinvestment (Cayman), L.P. |
|
(4) |
CSP IV (Cayman 1), L.P. |
|
(5) |
CSP IV Acquisitions, L.P. |
|
(7) |
CSP IV S-1A AIV, L.P. |
|
(8) |
CSP IV S-1B AIV, L.P. |
|
(9) |
CREDIT Acquisitions (Cayman-3), L.P. |
|
(10) |
CSP IV ARF (Cayman 3), L.P. |
|
(11) |
CSP IV (Cayman 2), L.P. |
|
(12) |
CSP IV (Cayman 3), L.P. |
|
(13) |
Clover Financing SPV, L.P. |
|
(14) |
CSP IV Brawn AIV, L.P. |
|
(15) |
Brawn Coinvest Electing Investors, L.P. |
|
(16) |
CSP IV Coinvest Brawn Investors, L.P. |
|
(17) |
CSP IV Coinvest Brawn, L.P. |
|
(18) |
CSP IV (Parallel) AIV I, L.P. |
|
(19) |
CSP IV Credit Investor, LLC |
6. European CLOs: Each of the following entities within the European CLOs is currently advised by the European Manager (each, a
European CLO and, collectively, the European CLOs).
|
(1) |
Carlyle Euro CLO 2013-1 DAC |
|
(2) |
Carlyle Global Market Strategies Euro CLO 2014-1 DAC
|
|
(3) |
Carlyle Global Market Strategies Euro CLO 2014-2 DAC
|
|
(4) |
Carlyle Global Market Strategies Euro CLO 2014-3 DAC
|
|
(5) |
Carlyle Global Market Strategies Euro CLO 2015-1 DAC
|
3
|
(6) |
Carlyle Global Market Strategies Euro CLO 2015-2 DAC
|
|
(7) |
Carlyle Global Market Strategies Euro CLO 2015-3 DAC
|
|
(8) |
Carlyle Global Market Strategies Euro CLO 2016-1 DAC
|
|
(9) |
Carlyle Global Market Strategies Euro CLO 2015-2 DAC
|
|
(10) |
Carlyle Euro CLO 2017-1 DAC |
|
(11) |
Carlyle Euro CLO 2017-2 DAC |
|
(12) |
Carlyle Euro CLO 2017-3 DAC |
|
(13) |
Carlyle Euro CLO 2018-1 DAC |
|
(14) |
Carlyle Euro CLO 2018-2 DAC |
|
(15) |
Carlyle Euro CLO 2019-1 DAC |
|
(16) |
Carlyle Euro CLO 2019-2 DAC |
|
(17) |
Carlyle Euro CLO 2020-1 DAC |
|
(18) |
Carlyle Euro CLO 2020-2 DAC |
|
(19) |
Carlyle Euro CLO 2021-1DAC |
|
(20) |
Carlyle Euro CLO 2021-2DAC |
|
(21) |
Carlyle Euro CLO 2021-3DAC |
7. Infrastructure Credit: Each of the following entities within Infrastructure Credit is advised by CGCIM (each, an
Infrastructure Credit Affiliated Fund and, collectively, the Infrastructure Credit Existing Affiliated Funds).
|
(1) |
Carlyle Infrastructure Credit Fund, L.P. |
|
(2) |
Carlyle Infrastructure Credit Fund Note Issuer, L.P. |
|
(3) |
Carlyle Aurora Infrastructure Credit Partners, L.P. |
|
(4) |
Carlyle Infrastructure Credit Fund (Levered), L.P. |
|
(5) |
Cedar Infrastructure Credit Partners, L.P. |
|
(6) |
Carlyle Infrastructure Credit Fund II, L.P. |
|
(7) |
CICF Coinvestment, L.P. |
|
(8) |
CICF Lux Feeder, SCSp |
|
(9) |
Carlyle Infrastructure Credit Fund II (Parallel), S.C.Sp. |
|
(10) |
Carlyle Infrastructure Credit Fund II (Levered), L.P. |
8. Platform Initiatives: Each of the following entities within Platform Initiatives is advised by CGCIM (each, a Platform
Initiatives Affiliated Fund and, collectively, the Platform Initiatives Existing Affiliated Funds).
|
(1) |
CFLEX EU Holdings, S.à r.l. |
|
(2) |
Carlyle Flexible Credit Opportunities Fund, L.P. |
|
(3) |
Carlyle Flexible Credit Opportunities Fund (Parallel), L.P. |
|
(4) |
CFLEX Holdings I, L.P. |
|
(5) |
CFLEX Holdings II, L.P. |
|
(6) |
CFLEX Sub (Parallel), L.P. |
|
(7) |
Carlyle Diversified Private Investments Equity Feeder, L.P. |
|
(8) |
CDPI Co-Investment, L.P. |
|
(9) |
Carlyle Diversified Private Investments, L.P. |
|
(10) |
Carlyle Diversified Private Investments Insurance Feeder, L.P. |
|
(11) |
Carlyle Asset Finance, L.P. |
|
(14) |
CFLEX Levered Sub, L.L.C. |
|
(15) |
CFLEX Holdings II SPV, L.P. |
|
(16) |
CFLEX Holdings I SPV, L.P. |
|
(17) |
Carlyle Asset Finance Co-Investment, L.P. |
|
(18) |
CFLEX Investment Holdings, L.P. |
|
(19) |
Carlyle Private Markets S.A. SICAV-RAIF |
|
(20) |
CSS Solar 2024-1 Topco L.L.C. |
AlpInvest
Each of the following entities
are advised by AlpInvest Partners B.V., an affiliate of APEIM (each, an AlpInvest Affiliated Fund and, collectively, the AlpInvest Existing Affiliated Funds).
|
(1) |
AlpInvest Co-Investment Fund (Offshore) VIII, L.P. |
|
(2) |
ALP L Global PE SMA Fund, L.P. |
|
(3) |
AlpInvest Access Fund III, L.P. |
|
(4) |
AlpInvest Secondaries Fund (Offshore) VII, L.P. |
|
(5) |
AlpInvest Finance Street II, L.P. |
|
(6) |
AlpInvest GRIO Fund, L.P. |
|
(7) |
AlpInvest PEP Secondary Fund 2021, L.P. |
|
(8) |
AlpInvest SIG Fund, L.P. |
|
(9) |
AlpInvest Spire Fund, L.P. |
|
(10) |
ASF VII Access Sidecar, L.P. |
|
(11) |
ASF VII G Sidecar, L.P. |
|
(12) |
ASF VII Pacific Sidecar, L.P. |
|
(14) |
AlpInvest Co-Investment Fund (Onshore) VIII, L.P. |
|
(15) |
AlpInvest Secondaries Fund (Onshore) VII, L.P. |
|
(16) |
AlpInvest Access Fund II, L.P. |
|
(17) |
AlpInvest Access Fund II-A, L.P. |
|
(18) |
AlpInvest C Fund II, L.P. |
|
(19) |
AlpInvest C Fund, L.P. |
|
(20) |
AlpInvest HLI Fund, L.P. |
|
(21) |
AlpInvest Chesapeake SCF I, L.P. |
|
(22) |
AlpInvest Edison Fund, L.P. |
|
(23) |
AlpInvest Falcon SCF I, L.P. |
|
(24) |
AlpInvest Harvest Fund, L.P. |
|
(25) |
AlpInvest North Rush III, L.P. |
|
(26) |
AlpInvest WB SSMA, L.P. |
|
(28) |
AlpInvest Co-Investment Fund (Lux Master) VIII, SCSp |
|
(29) |
AlpInvest Co-Investment Fund (Lux Euro Master) VIII, SCSp |
|
(30) |
AlpInvest Secondaries Fund (Lux Master) VII, SCSp |
|
(31) |
AlpInvest Secondaries Fund (Lux Euro Master) VII, SCSp |
|
(32) |
AlpInvest Generali Secondary II SCSp-RAIF |
|
(34) |
AlpInvest Partners Primary Fund Investments 2020 II C.V. |
|
(35) |
AlpInvest Partners Secondary Investments 2020/2021 I C.V. |
|
(36) |
AlpInvest PM Fund C.V. |
|
(39) |
AlpInvest Private Equity Investment Management, LLC |
|
(40) |
AlpInvest Atom Fund (Lux Master), SCSp |
|
(41) |
AlpInvest Atom Fund (Offshore), L.P. |
|
(42) |
AlpInvest Atom Fund (Onshore), L.P. |
|
(43) |
AlpInvest PEP Secondary Fund 2022, L.P. |
|
(44) |
AlpInvest PSS Fund II, L.P. |
|
(45) |
AlpInvest Phoenix SCF I, L.P. |
|
(46) |
Top Castle Sidecar VII, L.P. |
|
(47) |
AlpInvest Indigo I CI, L.P. |
|
(48) |
AlpInvest Indigo SCF I, L.P. |
|
(49) |
AlpInvest CWS Fund, SCSp |
|
(50) |
AlpInvest Generali SCA, SICAV-RAIF |
|
(53) |
AP M Co-Investment II C.V. |
|
(54) |
AP M Secondaries C.V. |
|
(55) |
AlpInvest PG 2022 Fund C.V. |
|
(56) |
ASP Aspire (Cayman), L.P. |
|
(57) |
ASP Matrix III, L.P. |
|
(58) |
AlpInvest HLI II Fund, L.P. |
|
(59) |
AlpInvest N Fund, L.P. |
|
(61) |
AlpInvest Co-Investment Fund (Onshore) IX, L.P. |
|
(62) |
AlpInvest Co-Investment Fund (Offshore) IX, L.P. |
|
(63) |
AlpInvest Co-Investment Fund (Lux Master) IX, SCSp |
|
(64) |
AlpInvest Co-Investment Fund (Lux Euro Master) IX, SCSp |
|
(65) |
AlpInvest Atom Fund (Offshore) II, L.P. |
|
(66) |
AlpInvest Atom Fund (Onshore) II, L.P. |
|
(67) |
ASF VIII Sidecar, L.P. |
|
(68) |
AlpInvest Secondaries Fund (Offshore) VIII, L.P. |
|
(69) |
AlpInvest Secondaries Fund (Onshore) VIII, L.P. |
|
(70) |
AlpInvest Indigo II CI, L.P. |
|
(71) |
AlpInvest CWS Fund III C.V. |
|
(73) |
AlpInvest Corient Fund, L.P. |
|
(78) |
AlpInvest GRIO Fund II, L.P. |
|
(79) |
AlpInvest RedC Fund, L.P. |
|
(80) |
AlpInvest Secondaries Merlion Fund, L.P. |
|
(81) |
AlpInvest SIG II Fund, L.P. |
|
(82) |
AlpInvest Victoria Growth Portfolio, L.P. |
4
Exhibit A
Verification of Statement of Facts and Application
pursuant to Rule 17d-1 under the Investment Company Act of 1940
for an Order of the Commission
The undersigned
states that he or she has duly executed the attached Application for an Order under Sections 17(d), 57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended, and Rule 17d-1 thereunder, dated
May 14, 2024, for and on behalf of the Applicants, as the case may be, that he or she holds the office with such entity as indicated below and that all actions by the stockholders, directors, and other bodies necessary to authorize the undersigned
to execute and file such Application have been taken. The undersigned further says that he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge,
information, and belief.
|
|
|
CARLYLE SECURED LENDING, INC.
CARLYLE CREDIT SOLUTIONS, INC. CARLYLE SECURED LENDING III
TCG BDC SPV LLC CARLYLE CREDIT SOLUTIONS SPV LLC
CARLYLE DIRECT LENDING CLO 2015-1R LLC CARLYLE CREDIT SOLUTIONS
SPV 2 LLC OCPC CREDIT FACILITY SPV LLC |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Authorized
Person |
|
|
|
CARLYLE TACTICAL PRIVATE CREDIT FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title:
Secretary |
|
|
|
CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Global Credit
Chief Legal Officer |
|
|
|
CSL III ADVISOR, LLC |
|
By: Carlyle Global Credit Investment Management L.L.C., its managing member |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Chief Legal
Officer |
|
|
|
CPC V, LP |
|
|
By: |
|
CPC V GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CPC V SPV LLC |
|
|
By: |
|
CPC V, L.P., its sole member |
|
|
By: |
|
CPC V GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
[Signature Page
to Verifications]
|
|
|
MC UNI LLC |
|
|
By: |
|
Carlyle MC GP, Ltd., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Director |
|
|
|
MC UNI SUBSIDIARY LLC MC UNI
SUBSIDIARY II (BLOCKER) LLC |
|
|
By: |
|
MC UNI LLC, its managing member |
|
|
By: |
|
Carlyle MC GP, Ltd., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Director |
[Signature Page
to Verifications]
|
|
|
CDL 2018-1, L.L.C. CDL 2018-1 SPV
LLC |
|
|
By: |
|
CDL 2018-1 Manager, L.L.C., its manager |
|
|
By: |
|
CDL 2018-1 GP, L.L.C., its managing member |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CDL 2018-2, L.P. |
|
|
By: |
|
CDL 2018-2 GP, Ltd., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
|
|
CARLYLE ONTARIO CREDIT PARTNERSHIP, L.P.
CARLYLE ONTARIO CREDIT SLP L.L.C |
|
|
By: |
|
TCG OPT Credit GP, Ltd., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
|
|
CARLYLE ONTARIO CREDIT SPECIAL LIMITED PARTNER, L.P. |
|
|
By: |
|
Carlyle Ontario Credit SLP L.L.C., its general partner |
|
|
By: |
|
/s/ Kristie Weaver |
|
|
Name: Kristie Weaver Title: Vice
President |
|
|
|
CARLYLE SKYLINE CREDIT FUND, L.P. |
|
|
By: |
|
Carlyle Skyline Credit Fund GP, L.P., its general partner |
|
|
By: |
|
Carlyle Skyline Credit Fund GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CDL 2020-3, L.L.C. |
|
|
By: |
|
CDL 2020-3 MANAGER, L.L.C., its manager |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Vice
President |
|
|
|
CARLYLE CLO MANAGEMENT L.L.C. |
|
|
By: |
|
/s/ Catherine L. Ziobro |
|
|
Name: Catherine L. Ziobro Title: Authorized
Person |
[Signature Page
to Verifications]
|
|
|
CARLYLE CLO FUND, L.P. |
|
|
By: |
|
Carlyle CLO Partners GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title:
Principal |
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES CLO
2012-4, LTD. CARLYLE GLOBAL MARKET STRATEGIES
CLO 2013-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-2, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2013-3, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2013-4,
LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2014-5, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2015-1, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-3, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2015-4, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2015-5, LTD. CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-1, LTD. |
|
|
|
|
|
By: |
|
/s/ Kriste Rankin |
|
|
Name: Kriste Rankin Title:
Director |
[Signature Page
to Verifications]
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES CLO
2016-2, LTD. |
|
|
By: |
|
/s/ Paul Belson |
|
|
Name: Paul Belson Title:
Director |
[Signature Page
to Verifications]
|
|
|
CARLYLE C17 CLO, LTD. |
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By: |
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/s/ Mora Goddard |
|
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Name: Mora Goddard Title:
Director |
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CARLYLE US CLO 2020-2, LTD. CARLYLE
US CLO 2021-2, LTD. |
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By: |
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/s/ Dianne Farjallah |
|
|
Name: Dianne Farjallah Title:
Director |
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CARLYLE US CLO 2019-4, LTD. |
|
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By: |
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/s/ Chris Ford |
|
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Name: Chris Ford Title: Director |
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CARLYLE GLOBAL MARKET STRATEGIES CLO
2012-3, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-2-R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-3- R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO
2014-4-R, LTD.
CARLYLE GLOBAL MARKET STRATEGIES CLO 2016-3, LTD.
CARLYLE US CLO 2016-4, LTD.
CARLYLE US CLO 2017-1, LTD.
CARLYLE US CLO 2017-2, LTD.
CARLYLE US CLO 2017-3, LTD.
CARLYLE US CLO 2017-4, LTD.
CARLYLE US CLO 2017-5, LTD.
CARLYLE US CLO 2018-1, LTD. CARLYLE US CLO 2018-2, LTD.
CARLYLE US CLO 2018-3, LTD. CARLYLE US CLO 2018-4, LTD.
CARLYLE US CLO 2019-1, LTD. CARLYLE US CLO 2019-2, LTD.
CARLYLE US CLO 2019-3, LTD. CARLYLE US CLO 2020-1, LTD.
CARLYLE US CLO 2021-1, LTD. CARLYLE US CLO 2023-C, LTD.
CARLYLE US CLO 2023-5, LTD. CARLYLE US CLO 2023-E, LTD.
CARLYLE US CLO 2024-A, LTD. CARLYLE US CLO 2024-B,
LTD. |
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By: |
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/s/ John Fawkes |
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Name: John Fawkes Title:
Director |
[Signature Page
to Verifications]
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CARLYLE STRUCTURED CREDIT FUND, L.P.
CARLYLE STRUCTURED CREDIT COINVESTMENT, L.P. |
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By: |
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Carlyle Structured Credit GP, L.P., its general partner |
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By: |
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Carlyle Structured Credit GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
[Signature Page
to Verifications]
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CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II, L.P.
CARLYLE ENERGY MEZZANINE OPPORTUNITIES FUND II-A, L.P.
CEMOF II COINVESTMENT, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS AIV ONE, L.P.
CEMOF II MASTER CO-INVESTMENT PARTNERS AIV, L.P.
CEMOF II AIV, L.P. CEMOF II AIV ONE, L.P.
CEMOF II AIV TWO, L.P. CEMOF II AIV THREE, L.P.
CEMOF II AIV FOUR, L.P. CEMOF
II-A AIV, L.P. CEMOF II-A AIV ONE, L.P.
CEMOF II-A AIV TWO, L.P.
CEMOF II-A AIV THREE, L.P. CEMOF II-A AIV FOUR, L.P.
CEMOF II OFFSHORE INVESTORS, L.P. |
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By: |
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CEMOF II General Partner, L.P., its general partner |
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By: |
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TC Group CEMOF II, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CEMOF-A COINVESTMENT PARTNERS, L.P. |
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By: |
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CEMOF General Partner Cayman, L.P., its general partner |
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By: |
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CEMOF GP Cayman, Ltd., its general partner |
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By: |
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/s/ Jeffrey W. Ferguson |
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Name: Jeffrey W. Ferguson Title:
Director |
[Signature Page
to Verifications]
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P.
CARLYLE CREDIT OPPORTUNITIES FUND, L.P. CCOF CAYMAN, L.P.
CCOF CO-INVESTMENT, L.P. CCOF NORTH CO-INVESTMENT, L.P.
CCOF MASTER, L.P. CCOF PARALLEL AIV, L.P.
CCOF PARALLEL AIV INVESTORS, L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND NOTE ISSUER, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) NOTE ISSUER, L.P.
CCOF GEM CO-INVESTMENT, L.P.
CCOF MASTER CAYMAN GEM CO-INVESTMENT, LTD.
CCOF ONSHORE CO-BORROWER LLC |
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By: |
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CCOF General Partner, L.P., its general partner |
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By: |
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CCOF, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CCOF MASTER CAYMAN, LTD. |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Director |
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CCOF S.à r.l. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CCOF MASTER S.à r.l. CCOF SPV
I S.à r.l. CCOF MASTER CO-INVESTMENT S.à r.l.
CCOF CO-INVESTMENT S.à r.l |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CCOF MAIN SPV, L.P. |
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By: |
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CCOF SPV GP L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Principal |
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CARLYLE TANGO RE CREDIT, L.P. |
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By: |
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Carlyle Tango RE Credit GP, L.P., its general partner |
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By: |
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Carlyle Tango, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CARLYLE CREDIT OPPORTUNITIES FUND II, L.P.,
CCOF II CO-INVESTMENT, L.P., CCOF II MASTER, L.P. |
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By: |
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CCOF II General Partner, L.P., its general partner |
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By: |
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CCOF II L.LC., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II, SCSp
CCOF II LUX FEEDER, SCSp |
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By: |
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CCOF II Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title:
Manager |
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CCOF II ONSHORE SPV, L.P. |
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By: |
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CCOF II SPV GP, LLC, its general partner |
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By: |
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/s/ David Lobe |
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|
Name: David Lobe Title: Authorized
Person |
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CCOF II MASTER CAYMAN, LTD., |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Director |
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CARLYLE CREDIT OPPORTUNITIES FUND II NOTE ISSUER, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II NOTE
ISSUER, L.P. |
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By: |
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CCOF II Note Issuer General Partner, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
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CCOF II MASTER S.à r.l. CCOF
II SPV S.à r.l. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Gael Castex |
|
|
Name: Gael Castex Title: Manager |
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CARLYLE STRATEGIC PARTNERS IV, L.P.
CSP IV COINVESTMENT, L.P. CSP IV S-1B AIV, L.P. |
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By: |
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CSP IV General Partner, L.P., its general partner |
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By: |
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TC Group CSP IV, L.L.C., its general partner |
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By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
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CSP IV COINVESTMENT (CAYMAN), L.P.
CSP IV (CAYMAN 1), L.P. CSP IV ACQUISITIONS, L.P. |
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By: |
|
CSP IV (Cayman 1) General Partner, L.P., its general partner |
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By: |
|
TC Group CSP IV, L.L.C., its general partner |
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By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
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|
CSP IV S-1 AIV, L.P. CSP IV S-1A
AIV, L.P. |
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By: |
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Carlyle Strategic Partners IV, L.P., its general partner |
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By: |
|
CSP IV General Partner, L.P., its general partner |
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By: |
|
TC Group CSP IV, L.L.C., its general partner |
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By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
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CREDIT ACQUISITIONS (CAYMAN-3), L.P. |
|
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By: |
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Credit Acquisitions-3 General Partner, L.P., its general partner |
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By: |
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Credit Acquisitions-3, L.L.C., its general partner |
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By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
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CSP IV ARF (Cayman 3), L.P. |
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By: |
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CSP IV ARF General Partner, L.P., its general partner |
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By: |
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CSP IV ARF Delaware 3, L.L.C., its general partner |
|
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By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
[Signature Page
to Verifications]
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CSP IV (CAYMAN 2), L.P. |
|
|
By: |
|
CSP IV (Cayman 2) General Partner, L.P., its general partner |
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By: |
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CSP IV (Cayman 2) GP, Ltd., its general partner |
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By: |
|
/s/ Jeffrey W. Ferguson |
|
|
Name: Jeffrey W. Ferguson Title:
Director |
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CSP IV (CAYMAN 3), L.P. |
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|
By: |
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CSP IV (Cayman 3) General Partner, L.P., its general partner |
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By: |
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CSP IV (Cayman 3) GP, Ltd., its general partner |
|
|
By: |
|
/s/ Jeffrey W. Ferguson |
|
|
Name: Jeffrey W. Ferguson Title:
Director |
[Signature Page
to Verifications]
|
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|
CARLYLE CLOVER PARTNERS, L.P.
CARLYLE CLOVER PARTNERS 2, L.P. |
|
|
By: |
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CREV General Partner, L.P., its general partner |
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By: |
|
CREV General Partner, L.L.C., its general partner |
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|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
TCG CAPITAL MARKETS L.L.C. |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Chief Legal
Officer |
|
|
|
TCG SENIOR FUNDING L.L.C. |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Chief Legal
Officer of Global Credit |
|
|
|
CARLYLE REVOLVING LOAN FUND, L.P., |
|
|
By: |
|
Carlyle Revolving Loan GP, L.P., its general partner |
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|
By: |
|
Carlyle Revolving Loan GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CREV COINVESTMENT, L.P. CLOVER
FINANCING SPV, L.P. |
|
|
By: |
|
Carlyle Revolving Loan GP, L.P., its general partner |
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|
By: |
|
Carlyle Revolving Loan GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CREV CAYMAN, L.P. |
|
|
By: |
|
Carlyle Revolving Loan GP, L.P., its general partner |
|
|
By: |
|
Carlyle Revolving Loan GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CARLYLE INFRASTRUCTURE CREDIT FUND, L.P., |
|
|
By: |
|
CICF General Partner, L.P., its general partner |
|
|
By: |
|
CICF L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CARLYLE BRAVO OPPORTUNISTIC CREDIT PARTNERSHIP, L.P.
CARLYLE BRAVO OPPORTUNISTIC CREDIT FEEDER, L.P. |
|
|
By: |
|
TCG Bravo Credit GP, Ltd., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
|
|
CELF ADVISORS LLP |
|
|
By: |
|
CELF, L.L.C., its general partner |
|
|
By: |
|
/s/ Kristie Weaver |
|
|
Name: Kristie Weaver Title:
Director |
|
|
|
CIC ADVISORS LLP |
|
By: CIC UK, L.L.C., its controlling member |
|
|
By: |
|
/s/ Kristie Weaver |
|
|
Name: Kristie Weaver |
|
|
Title: Director |
|
|
|
CARLYLE EURO CLO 2013-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-2 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-3 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-2 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-2 DAC
CARLYLE EURO CLO 2017-1 DAC
CARLYLE EURO CLO 2017-2 DAC
CARLYLE EURO CLO 2017-3 DAC
CARLYLE EURO CLO 2018-1 DAC
CARLYLE EURO CLO 2019-2 DAC
CARLYLE EURO CLO 2020-2 DAC
CARLYLE EURO CLO 2021-1 DAC
CARLYLE EURO CLO 2021-2 DAC
CARLYLE EURO CLO 2021-3 DAC |
|
|
By: |
|
/s/ Raymund Ado |
|
|
Name: Raymund Ado Title:
Director |
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2014-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 DAC
CARLYLE EURO CLO 2018-2 DAC
CARLYLE EURO CLO 2019-1 DAC
CARLYLE EURO CLO 2020-1 DAC |
|
|
By: |
|
/s/ Raymund Ado |
|
|
Name: Raymund Ado Title:
Director |
|
|
|
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-1 DAC
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2016-1 DAC |
|
|
By: |
|
/s/ Helena Hynes |
|
|
Name: Helena Hynes Title:
Director |
|
|
|
CARLYLE US CLO 2021-3S, LTD.
CARLYLE US CLO 2021-4, LTD.
CARLYLE US CLO 2021-5, LTD.
CARLYLE US CLO 2021-7, LTD.
CARLYLE US CLO 2021-8, LTD.
CARLYLE US CLO 2021-10, LTD.
CARLYLE US CLO 2021-11, LTD.
CARLYLE US CLO 2022-2, LTD.
CARLYLE US CLO 2022-3, LTD. CARLYLE US CLO 2023-3, LTD. CARLYLE US CLO 2022-F, LTD.
CARLYLE US CLO 2022-H, LTD. |
|
|
By: |
|
/s/ Dianne Farjallah |
|
|
Name: Dianne Farjallah Title:
Director |
CARLYLE US CLO 2021-6, LTD. |
CARLYLE US CLO 2021-9, LTD. |
CARLYLE US CLO 2022-1, LTD. |
|
|
By: |
|
/s/ Aoife Kenny |
|
|
Name: Aoife Kenny |
|
|
Title: Director |
|
CICF COINVESTMENT, L.P.
By: CICF General Partner, L.P., its general partner
By: CICF L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE INFRASTRUCTURE CREDIT FUND NOTE ISSUER, L.P.
By: CICF NOTE ISSUER GENERAL PARTNER, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CICF LUX FEEDER, SCSP
By: CICF LUX GP, S.à.r.l., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Manager |
|
|
By: |
|
/s/ Gael Castex |
|
|
Name: Gael Castex Title: Manager |
|
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 2, L.P. CARLYLE
CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 2, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 3, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV 4, L.P. |
|
|
|
By: CCOF General partner, L.P., its general partner
By: CCOF L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 3, L.L.C.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) AIV INVESTORS 4, LLC
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV INVESTORS 3, LLC
CARLYLE BRAVO CREDIT INVESTOR, LLC |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 3, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 4, L.P. |
|
By: CCOF II General Partner, L.P., its general partner |
|
By: CCOF II L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2, SCSP
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV, SCSP CCOF II
PARALLEL AIV INVESTORS, SCSP By: CCOF II LUX GENERAL PARTNER S.à r.l., its
general partner |
|
|
|
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Manager |
|
|
By: |
|
/s/ Gael Castex |
|
|
Name: Gael Castex |
|
|
Title: Manager |
|
PROJECT MEDIACO, L.P. PROJECT
HARMONY, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV HOLDINGS, L.P. CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II AIV 2 HOLDINGS, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II-N, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND II-N MAIN, L.P.
By: CCOF II General Partner, L.P., its general partner
By: CCOF II L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE SPINNAKER PARTNERS 2, L.P.
CARLYLE SPINNAKER PARTNERS 2 MAIN, L.P.
By: CARLYLE SPINNAKER PARTNERS 2 GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE REVOLVING LOAN FUND II, L.P.
CREV II CAYMAN, L.P. |
|
|
|
By: Carlyle Revolving Loan II GP, L.P., its general partner
By: Carlyle Revolving Loan II GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE DIRECT LENDING FUND (LEVERED) L.P.
CARLYLE DIRECT LENDING FUND L.P.
By: CARLYLE DIRECT LENDING FUND GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
CARLYLE FALCON STRUCTURED SOLUTIONS, L.L.C.
By: CARLYLE FALCON STRUCTURED SOLUTIONS MANAGER, L.L.C., its manager |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
|
CARLYLE AURORA INFRASTRUCTURE CREDIT PARTNERS, L.P.
By: TCG AURORA CREDIT GP LTD., its general partner |
|
|
By: |
|
/s/ Karen Ellerbe |
|
|
Name: Karen Ellerbe Title:
Director |
|
CARLYLE INFRASTRUCTURE CREDIT FUND (LEVERED), L.P.
By: CICF GENERAL PARTNER, L.P., its general partner
By: CICF L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe Title: Authorized
Person |
|
|
|
CREV II COINVESTMENT, L.P.
By: CARLYLE REVOLVING LOAN II GP, L.P., its general partner
By: CARLYLE REVOLVING LOAN II GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE ONTARIO CREDIT PARTNERSHIP DIRECT LENDING SPV, L.P. |
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By: TCG OPT CREDIT SPV GP, LTD., its general partner |
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By: |
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/s/ Karen Ellerbe |
Name: Karen Ellerbe Title:
Director |
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CCOF II PARALLEL IRVING AIV INVESTORS (LUX), SCSP
CCOF II LUX FEEDER IRVING AIV, SCSP
By: CCOF II LUX GENERAL PARTNER S.a.r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex |
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Title: Manager |
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CCOF II PARALLEL IRVING AIV INVESTORS (DE), L.L.C. |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV 2, L.P.
CARLYLE CREDIT OPPORTUNITIES FUND (PARALLEL) II IRVING AIV, L.P.
By: CCOF II GENERAL PARTNER, L.P., its general partner By: CCOF
II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV BRAWN AIV, L.P. BRAWN
COINVEST ELECTING INVESTORS, L.P. CSP IV COINVEST BRAWN INVESTORS, L.P.
CSP IV COINVEST BRAWN, L.P. CSP IV (PARALLEL) AIV I, L.P.
By: CSP IV GENERAL PARTNER, L.P., its general partner
By: TC GROUP CSP IV, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CSP IV CREDIT INVESTOR, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Principal |
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CARLYLE TANGO RE CREDIT SPLITTER, L.P.
By: CARLYLE TANGO RE CREDIT GP, L.P., its general partner
By: CARLYLE TANGO, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CARLYLE CEDAR INFRASTRUCTURE CREDIT PARTNERS, L.P.
By: TCG CEDAR CREDIT GP LTD., its general partner |
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By: |
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/s/ Karen Ellerbe |
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Name: Karen Ellerbe Title:
Director |
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CARLYLE AURORA REVOLVING LOAN FUND, L.P.
By: CARLYLE AURORA REVOLVING LOAN FUND GP, L.P., its general partner
By: CARLYLE AURORA REVOLVING LOAN FUND GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title:
Principal |
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CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1 PARTNERSHIP, L.P.
By: CARLYLE DIRECT LENDING DRAWDOWN CLO 2022-1
GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CBAM 2017-1, LTD.
CBAM 2017-2, LTD. CBAM 2017-3, LTD. CBAM 2017-4, L.L.C.
CBAM 2017-4, LTD. CBAM 2018-5, LTD. CBAM 2018-6, LTD.
CBAM 2018-7, LTD. CBAM 2018-8, LTD. CBAM 2019-9, LTD.
CBAM 2019-10, LTD. CBAM 2019-11R, LTD. CBAM 2020-12, LTD.
CBAM 2020-13, LLC CBAM 2020-13, LTD. CBAM 2021-14, LTD.
CBAM 2021-15, LLC
By: CBAM CLO Management LLC, its portfolio manager |
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By: |
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/s/ Joshua Lefkowitz |
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Name: Joshua Lefkowitz Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III, L.P.
By: CCOF III General Partner, L.P., its general partner
By: CCOF III L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III (PARALLEL), SCSP
By: CCOF III Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CARLYLE CREDIT OPPORTUNITIES FUND III PLUS, L.P.
By: CCOF III General Plus Partner, L.P., its general partner
By: CCOF III Plus L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Authorized
Person |
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CARLYLE CREDIT OPPORTUNITIES FUND III PLUS (PARALLEL), SCSP
By: CCOF III Plus Lux General Partner, S.à r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex Title: Manager |
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CFLEX EU HOLDINGS S.À R.L. |
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By: |
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/s/ Mirza Vodopic |
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Name: Mirza Vodopic |
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Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex |
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Title: Manager |
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CDL JUNIPD, L.P. |
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By: |
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CDL 2023-1 GP, Ltd. its general partner |
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By: |
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/s/ Paul Smith |
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Name: Paul Smith |
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Title: Director |
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CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND, L.P.,
CARLYLE FLEXIBLE CREDIT OPPORTUNITIES FUND (PARALLEL), L.P.,
CFLEX HOLDINGS I, L.P., CFLEX HOLDINGS II, L.P.,
CFLEX SUB (PARALLEL), L.P. |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.P., its general partner |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Vice President |
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CARLYLE PRIVATE MARKETS S.A. SICAV-RAIF |
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By: |
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/s/ Mirza Vodopic |
Name: Mirza Vodopic Title:
Manager |
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By: |
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/s/ Matthijs Haarsma |
Name: Matthijs Haarsma Title:
Manager |
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CCOF II PRIVATE INVESTORS FEEDER, L.P.,
CCOF II (PARALLEL) PASTRY FEEDER AIV, L.P., CCOF II (PARALLEL)
PASTRY AIV, L.P. CCOF II-G PASTRY AIV, L.P.,
CCOF II-N PASTRY AIV, L.P. |
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By: |
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CCOF II General Partner, L.P., its general partner |
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By: |
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CCOF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Authorized Person |
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CARLYLE SPINNAKER PASTRY AIV, L.P., |
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By: |
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Carlyle Spinnaker Partners 2 GP, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Authorized Person |
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CCOF III (PARALLEL) ONSHORE INVESTORS B AIV, L.P.,
CCOF III (PARALLEL) OFFSHORE INVESTORS A AIV, L.P., CCOF III
(PARALLEL) OFFSHORE INVESTORS B AIV, L.P., CCOF III (PARALLEL) PASTRY FEEDER AIV, L.P.,
CCOF III PASTRY AGGREGATOR L.P., CCOF III (PARALLEL) PASTRY AIV,
L.P., CCOF III (PARALLEL) ONSHORE INVESTORS A AIV, L.P., CCOF
III (PARALLEL) LITMUS FEEDER AIV, L.P., CCOF III (PARALLEL) LITMUS AIV, L.P.,
CCOF III LITMUS AGGREGATOR, L.P., |
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By: |
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CCOF III General Partner, L.P., its general partner |
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By: |
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CCOF III L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: Authorized Person |
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CCOF ALERA AGGREGATOR, L.L.P. |
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By: |
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CCOF General Partner, L.P., its general partner |
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By: |
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CCOF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Authorized Person |
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CCOF II (PARALLEL) PASTRY AIV INVESTORS B, LLC,
CCOF III (PARALLEL) PASTRY AIV INVESTORS B, LLC |
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By: |
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/s/ David Lobe |
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Name: David Lobe Title: Vice
President |
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CCOF II PARALLEL LITMUS AIV INVESTORS 3, LLC |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CARLYLE INFRASTRUCTURE CREDIT FUND II, L.P. |
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By: |
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CICF II General Partner, L.P., its general partner |
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By: |
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CICF II L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CARLYLE DIVERSIFIED PRIVATE INVESTMENTS EQUITY FEEDER, L.P.,
CDPI CO-INVESTMENT, L.P.,
CARLYLE DIVERSIFIED PRIVATE INVESTMENTS, L.P., CARLYLE
DIVERSIFIED PRIVATE INVESTMENTS INSURANCE FEEDER, L.P. |
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By: |
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CDPI General Partner, L.P., its general partner |
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By: |
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CDPI L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CARLYLE ASSET FINANCE, L.P.,
CARLYLE ASSET FINANCE CO-INVESTMENT, L.P. |
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By: |
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CAF General Partner, L.P., its general partner |
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By: |
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CAF L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CCOF SMA PASTRY AIV INVESTORS A, LLC,
CCOF SMA PASTRY AIV INVESTORS B, LLC, CCOF III (PARALLEL) PASTRY
AIV INVESTORS A, LLC, CCOF II (PARALLEL) PASTRY AIV INVESTORS A, LLC |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CSS MH 2023-1 TRUST,
CSS MH 2023-1 LLC |
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By: |
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CSS MH 2023-1 Topco L.L.C., its sole member |
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By: |
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CSS MH 2023-1 Topco Manager L.L.C, its managing member |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CCOF III PSV CO-INVESTMENT, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE FEEDER, L.P.,
CARLYLE CREDIT OPPORTUNITIES FUND III PRIVATE SECURITIZATION VEHICLE BORROWER, L.P., |
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By: |
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CCOF III PSV General Partner, L.P., its general partner |
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By: |
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CCOF III PSV L.L.C., its general partner |
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
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CFLEX LEVERED SUB, L.L.C., CFLEX
HOLDINGS II SPV, L.P., CFLEX HOLDINGS I SPV, L.P. |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.P., its general partner |
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By: |
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Carlyle Flexible Credit Opportunities Fund GP, L.L.C., its general partner |
|
|
By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
|
CCOF III (PARALLEL) LITMUS AIV INVESTORS, LLC,
CCOF III (PARALLEL) LITMUS AIV INVESTORS 2, LLC, CCOF III
(PARALLEL) LITMUS AIV INVESTORS 3, LLC, |
|
/s/ David Lobe |
Name: David Lobe Title: Vice
President |
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TCG CREDIT KFA CO-INVEST, LLC |
|
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By: |
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TCG Credit KFA Co-Invest Manager LLC, its non-member manager |
|
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By: |
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/s/ David Lobe |
Name: |
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David Lobe |
Title: |
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Vice President |
|
CBAM CLO 2020-12 BLOCKER I LLC,
CBAM CLO 2019-11R BLOCKER I LLC,
CBAM CLO 2020-13 BLOCKER I LLC,
CBAM CLO 2021-14 BLOCKER I LLC,
CBAM CLO 2017-1 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-2 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-3 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2017-4 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-5 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-6 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-7 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2018-8 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2019-9 BLOCKER 3 (DELAWARE) LLC,
CBAM CLO 2019-10 BLOCKER 3 (DELAWARE) LLC, |
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By: |
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CBAM CLO Management LLC, its portfolio manager |
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By: |
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/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Authorized
Person |
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CFLEX INVESTMENT HOLDINGS, L.P. |
|
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By: |
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CFLEX ILP GP, L.L.C., its general partner |
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By: |
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/s/ Naima Garvin |
Name: Naima Garvin |
Title: Vice President |
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CARLYLE US CLO 2022-1 - BLOCKER, LTD.,
CARLYLE US CLO 2022-2 - BLOCKER, LTD.,
CARLYLE US CLO 2022-3 - BLOCKER, LTD.,
CARLYLE US CLO 2022-4 - BLOCKER, LTD.,
CARLYLE US CLO 2022-5 - BLOCKER, LTD.,
CARLYLE US CLO 2022-6 - BLOCKER, LTD. |
|
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By: |
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/s/ John Fawkes |
|
|
Name: John Fawkes Title:
Director |
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CARLYLE US CLO 2023-2, LTD. |
|
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By: |
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/s/ Maria Solas |
Name: Maria Solas |
Title: Director |
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CARLYLE US CLO 2023-1, LLC |
|
|
By: |
|
/s/ Melissa Stark |
Name: Melissa Stark |
Title: Manager |
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CARLYLE US CLO 2023-A, LTD. |
|
|
By: |
|
/s/ Aoife Kenny |
Name: Aoife Kenny |
Title: Director |
|
CARLYLE CHARLIE OPPORTUNISTIC CREDIT FEEDER, L.P. |
|
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By: |
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TCG Charlie Credit GP, Ltd., its general partner |
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By: |
|
/s/ Karen Ellerbe |
Name: Karen Ellerbe |
Title: Director |
|
ALPINVEST CO-INVESTMENT FUND (OFFSHORE) VIII, L.P. |
|
|
By: |
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AlpInvest Co-Investment VIII GP, LLC, its general partner |
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By: |
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AlpInvest Co-Investment Ultimate GP I, LLC, as the manager of the general partner |
|
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By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALP L GLOBAL PE SMA FUND, L.P., |
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By: |
|
ALP L Global GP, LLC, its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND III, L.P. |
|
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By: |
|
AlpInvest Access III GP, LP, its general partner |
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By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES FUND (OFFSHORE) VII, L.P. |
|
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By: |
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AlpInvest Secondaries VII GP, LLC, as its general partner |
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|
By: |
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AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
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|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST FINANCE STREET II, L.P. |
|
|
By: |
|
AlpInvest Finance Street II GP, L.P., as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I, LLC, as its general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST GRIO FUND, L.P. |
|
|
By: |
|
AlpInvest GRIO GP, LLC, as its general partner |
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|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PEP SECONDARY FUND 2021, L.P. |
|
|
By: |
|
AlpInvest Private Equity Program 2021 GP, L.P., as its general partner |
|
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By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SIG FUND, L.P., |
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By: |
|
AlpInvest SIG Fund GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SPIRE FUND, L.P. |
|
|
By: |
|
AlpInvest Spire GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII ACCESS SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Access Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII G SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASF VII PACIFIC SIDECAR, L.P. |
|
|
By: |
|
AlpInvest ASF VII Sidecar GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
CENDANA I, L.P. |
|
|
By: |
|
AlpInvest Cendana I GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (ONSHORE) VIII, L.P. |
|
|
By: |
|
AlpInvest Co-Investment VIII GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST SECONDARIES FUND (ONSHORE) VII, L.P. |
|
|
By: |
|
AlpInvest Secondaries VII GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND II, L.P. |
|
|
By: |
|
AlpInvest Access II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ACCESS FUND II-A, L.P. |
|
|
By: |
|
AlpInvest Access II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST C FUND, L.P., |
|
|
By: |
|
AlpInvest C GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST C FUND II, L.P. |
|
|
By: |
|
AlpInvest C II GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HLI FUND, L.P. |
|
|
By: |
|
AlpInvest HLI GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CHESAPEAKE SCF I, L.P. |
|
|
By: |
|
AlpInvest Chesapeake SCF I GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST EDISON FUND, L.P. |
|
|
By: |
|
AlpInvest Edison GP, LLC, as its general partner |
|
|
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HARVEST FUND, L.P. |
|
|
By: |
|
AlpInvest Harvest GP, LLC, as its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST FALCON SCF I, L.P. |
|
|
By: |
|
AlpInvest Falcon SCF I GP, LLC, as its general partner |
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST NORTH RUSH III, L.P. |
|
|
By: |
|
AlpInvest North Rush III GP, L.P., as its general partner |
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST WB SSMA, L.P. |
|
|
By: |
|
AlpInvest WB GP, L.P., as its general partner |
By: |
|
AlpInvest Co-Investment Ultimate GP I , LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
HLI STRATEGIC L.P. |
|
|
By: |
|
AlpInvest HLI GP, L.P., as its general partner |
By: |
|
AlpInvest US Holdings, LLC as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michal Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (LUX MASTER) VIII, SCSP,
ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) VIII, SCSP |
|
|
By: |
|
AlpInvest Co-Investment VII Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST SECONDARIES (LUX MASTER) VII, SCSP,
ALPINVEST SECONDARIES FUND (LUX EURO MASTER) VII, SCSP |
|
|
By: |
|
AlpInvest Secondaries VII Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST GENERALI SECONDARY II SCSP-RAIF |
|
|
By: |
|
AlpInvest G II GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
AJ II FUND C.V. |
|
|
By: |
|
AlpInvest J II GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PARTNERS PRIMARY FUND INVESTMENTS 2020 II C.V. |
|
|
By: |
|
AlpInvest Partners 2020 II B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PARTNERS SECONDARY INVESTMENTS 2020/2021 I C.V. |
|
|
By: |
|
AlpInvest Partners 2020/2021 GP I LLC, as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PM FUND C.V. |
|
|
By: |
|
AlpInvest PM GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP P C.V. |
|
|
By: |
|
AlpInvest P GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
GGG FUND II C.V. |
|
|
By: |
|
AlpInvest GGG II B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PRIVATE EQUITY INVESTMENT MANAGEMENT, LLC |
|
|
By: |
|
AlpInvest US Holdings, LLC, its managing members |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ATOM FUND (LUX MASTER), SCSP |
|
|
By: |
|
AlpInvest Atom Lux GP S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
ALPINVEST ATOM FUND (OFFSHORE), L.P. |
|
|
By: |
|
AlpInvest Atom Fund GP, L.P., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST ATOM FUND (ONSHORE), L.P. |
|
|
By: |
|
AlpInvest Atom Fund GP, L.P., as its general partner |
By: |
|
AlpInvest Secondary Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST ATOM FUND (OFFSHORE) II, L.P. |
|
|
By: |
|
AlpInvest Atom II GP, L.P., its general partner |
|
|
By: |
|
AlpInvest Atom II Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PEP SECONDARY FUND 2022, L.P. |
|
|
By: |
|
AlpInvest Private Equity Program 2022 GP, LP, as its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PSS FUND II, L.P. |
|
|
By: |
|
AlpInvest PSS II GP, LP, as its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST PHOENIX SCF I, L.P. |
|
|
By: |
|
AlpInvest Phoenix SCF I GP, LP, as its general partner |
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
TOP CASTLE SIDECAR VII, L.P. |
|
|
By: |
|
AlpInvest ASF VII Top Castle Sidecar GP, LLC, as its general partner |
By: |
|
AlpInvest US Holdings, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST INDIGO I CI, L.P. |
|
|
By: |
|
AlpInvest Indigo SCF I CI GP, L.P., as its general partner |
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST INDIGO SCF I, L.P. |
|
|
By: |
|
AlpInvest Indigo SCF I GP, L.P., as its general partner |
By: |
|
AlpInvest Strategic Portfolio Finance Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CWS FUND, SCSP |
|
|
By: |
|
AlpInvest CWS GP, S.a.r.l., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST GENERAL SCA, SICAV-RAIF |
|
|
By: |
|
AlpInvest G II GP, S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
AP KP FUND II SCSP |
|
|
By: |
|
AlpInvest KP II GP, S.a.r.l., its managing general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Class A Manager |
|
|
By: |
|
/s/ Delhia Perez |
Name: Delhia Perez |
Title: Class B Manager |
|
AP M C.V. |
|
|
By: |
|
AlpInvest M GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP M CO-INVESTMENT II C.V. |
|
|
By: |
|
AlpInvest M CO II GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
AP M SECONDARIES C.V. |
|
|
By: |
|
AlpInvest M Secondaries GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST PG 2022 FUND C.V. |
|
|
By: |
|
AlpInvest PG 2022 GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ASP ASPIRE (CAYMAN), L.P. |
|
|
By: |
|
ASP VII GP CO, LLC, as its general partner |
By: |
|
AlpInvest US Holdings LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ASP MATRIX III, L.P. |
|
|
By: |
|
ASP 2021 Agg. GP, LLC, as its general partner |
By: |
|
AlpInvest US Holdings LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST HLI II FUND, L.P. |
|
|
By: |
|
AlpInvest HLI II GP, L.P., as its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST N FUND, L.P. |
|
|
By: |
|
AlpInvest N GP, L.P., as its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
AP P II C.V. |
|
|
By: |
|
AlpInvest P II GP B.V., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST CO-INVESTMENT FUND (ONSHORE) IX, L.P. |
|
|
By: |
|
AlpInvest Co-Investment IX GP, L.P., as its general partner |
By: |
|
AlpInvest Co-Investment IX Ultimate GP, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (OFFSHORE) IX, L.P. |
|
|
By: |
|
AlpInvest Co-Investment IX GP, L.P., as its general partner |
By: |
|
AlpInvest Co-Investment IX Ultimate GP, LLC, as the manager of the general partner |
|
|
By: |
|
/s/ Michael Thorne |
Name: Michael Thorne |
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
Name: Cameron Fairall |
Title: Chief Compliance Officer |
|
ALPINVEST CO-INVESTMENT FUND (LUX MASTER) IX, SCSP |
|
|
By: |
|
AlpInvest Co-Investment IX Lux GP S.a.r.l., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
ALPINVEST CO-INVESTMENT FUND (LUX EURO MASTER) IX, SCSP |
|
|
By: |
|
AlpInvest Co-Investment IX Lux GP S.a.r.l., as its general partner |
By: |
|
AlpInvest Partners B.V., as the managing director of the general partner |
|
|
By: |
|
/s/ Marc Rademakers |
Name: Marc Rademakers |
Title: Tax Counsel |
|
|
By: |
|
/s/ Patrick de van der Schueren |
Name: Patrick de van der Schueren |
Title: Chief Legal Officer |
|
|
|
CARLYLE CLO PARTNERS, L.P. |
|
By: Carlyle CLO Partners GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Vice President |
|
CARLYLE CREDIT OPPORTUNITIES CRHQ, SCSP |
|
By: CCOF III Lux General Partner S.a r.l., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Manager |
|
|
By: |
|
/s/ Gael Castex |
|
|
Name: Gael Castex |
|
|
Title: Manager |
|
CARLYLE STRUCTURED SOLUTIONS G CO-INVEST, L.P. |
|
By: Carlyle Structured Solutions G Co-Invest GP, L.P., its general partner |
|
By: Carlyle Structured Solutions G Co-Invest GP, L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
|
|
Name: David Lobe |
|
|
Title: Vice President |
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CARLYLE INFRASTRUCTURE CREDIT FUND II (PARALLEL), S.C.SP. |
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By: CICF II Lux General Partner, S.a r.l., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Manager |
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By: |
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/s/ Gael Castex |
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Name: Gael Castex |
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Title: Manager |
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CARLYLE INFRASTRUCTURE CREDIT FUND II (LEVERED), L.P. |
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By: CICF II General Partner, L.P., its general partner |
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By: CICF II, L.L.C., its general partner |
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By: |
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/s/ David Lobe |
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Name: David Lobe |
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Title: Vice President |
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ALPINVEST ATOM FUND (OFFSHORE) II, L.P. |
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By: |
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AlpInvest Atom II GP, L.P., its general partner |
By: |
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AlpInvest Atom II Ultimate GP, LLC, its general partner |
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By: |
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/s/ Michael Thorne |
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Name: Michael Thorne |
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
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Name: Cameron Fairall |
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Title: Chief Compliance Officer |
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ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P. |
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By: |
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AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
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AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
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By: |
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/s/ Michael Thorne |
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Name: Michael Thorne |
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
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Name: Cameron Fairall |
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Title: Chief Compliance Officer |
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ALPINVEST SECONDARIES FUND (ONSHORE) VIII, L.P. |
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By: |
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AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
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AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
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By: |
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/s/ Michael Thorne |
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Name: Michael Thorne |
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
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Name: Cameron Fairall |
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Title: Chief Compliance Officer |
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ASF VIII SIDECAR, L.P. |
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By: |
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ASF VIII Sidecar GP, L.P., its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
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By: |
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/s/ Michael Thorne |
|
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Name: Michael Thorne |
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
|
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Name: Cameron Fairall |
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Title: Chief Compliance Officer |
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ALPINVEST SECONDARIES FUND (OFFSHORE) VIII, L.P. |
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By: |
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AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
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AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
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By: |
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/s/ Michael Thorne |
|
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Name: Michael Thorne |
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST SECONDARIES FUND (ONSHORE) VIII, L.P. |
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By: |
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AlpInvest Secondaries Secondaries VIII GP, L.P., its general partner |
By: |
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AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
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By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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|
By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST INDIGO II CI, L.P. |
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By: |
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AlpInvest Indigo Co-Invest GP, LLC, its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
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By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST CWS FUND III C.V. |
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By: |
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AlpInvest CWS GP III B.V., its general manager |
By: |
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AlpInvest Partners B.V., its managing director |
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By: |
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/s/ Marc Rademakers |
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Name: Marc Rademakers |
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Title: Tax Counsel |
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By: |
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/s/ Patrick de van der Schuren |
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Name: Patrick de van der Schueren |
|
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Title: Chief Legal Officer |
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AAF CI-A, L.P. |
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By: |
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AlpInvest Atom GP, L.P, its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
|
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By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
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Title: Chief Legal Officer |
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|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST CORIENT FUND, L.P. |
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By: |
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AlpInvest Corient GP, L.P., its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
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By: |
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/s/ Michael Thorne |
|
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Name: Michael Thorne |
|
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Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ASP GROVE, L.P. |
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By: |
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ASP 2023 Agg. GP, LLC, its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
|
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By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ASP JORDAN, L.P. |
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By: |
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ASP VII GP Co, LLC, its general manager |
By: |
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AlpInvest US Holdings, LLC, its manager |
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|
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By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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|
By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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|
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ASP MARTIN, L.P. |
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By: |
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ASP 2023 Agg. GP, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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|
By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ASP OYSTER, L.P. |
|
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By: |
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ASP VII GP Co, LLC, its general manager |
By: |
|
AlpInvest US Holdings, LLC, its manager |
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|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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|
By: |
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/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST GRIO FUND II, L.P. |
|
|
By: |
|
AlpInvest GRIO GP II, L.P., its general partner |
By: |
|
AlpInvest Mult-Strategy Ultimate GP I, LLC, its general partner |
|
|
By: |
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/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
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|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST REDC FUND, L.P. |
|
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By: |
|
AlpInvest RedC GP, L.P., its general partner |
By: |
|
AlpInvest Mult-Strategy Ultimate GP I, LLC, its general partner |
|
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
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ALPINVEST SECONDARIES MERLION FUND, L.P. |
|
|
By: |
|
AlpInvest Secondaries Merlion GP, L.P., its general partner |
By: |
|
AlpInvest Secondaries VIII Ultimate GP, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
ALPINVEST SIG II FUND, L.P. |
|
|
By: |
|
AlpInvest SIG II GP, L.P., its general partner |
By: |
|
AlpInvest US Holdings, LLC, its managing member |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
ALPINVEST VICTORIA GROWTH PORTFOLIO, L.P. |
|
|
By: |
|
AlpInvest Victoria Growth Portfolio GP, L.P., its general partner |
By: |
|
AlpInvest Multi-Strategy Ultimate GP I, LLC, its general partner |
|
|
By: |
|
/s/ Michael Thorne |
|
|
Name: Michael Thorne |
|
|
Title: Chief Legal Officer |
|
|
By: |
|
/s/ Cameron Fairall |
|
|
Name: Cameron Fairall |
|
|
Title: Chief Compliance Officer |
|
|
|
CCOF III (PARALLEL) PURPLE CO-INVEST AGGREGATOR, L.P. |
|
By: CCOF III Purple Co-Invest GP, LLC, its general partner |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
|
CARLYLE US CLO 2024-C, LTD. |
|
|
By: |
|
/s/ John Fawkes |
Name: John Fawkes |
Title: Director |
|
CSS SOLAR 2024-1 TOPCO LLC. |
|
By: CSS Solar 2024-1 Topco Manager, LLC, its manager |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
|
CCOF III NEXUS CO-INVEST AGGREGATOR, L.P. |
|
By: CCOF III General Partner, L.P., its general partner |
|
By: CCOF III L.L.C., its general partner |
|
|
By: |
|
/s/ David Lobe |
Name: David Lobe |
Title: Vice President |
[Signature Page to
Verifications]
EXHIBIT B
Authorization for
Carlyle Secured
Lending, Inc.
Carlyle Credit Solutions, Inc.
Carlyle Secured Lending III
The undersigned
hereby certifies that she is the Chief Executive Officer of each of Carlyle Secured Lending, Inc., Carlyle Credit Solutions, Inc. and Carlyle Secured Lending III (each, an Applicant); that with respect to the attached Application (the
Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of the Application under the respective certificate of incorporation and by-laws of the Applicant have been taken and the person filing the Application on behalf of each Applicant is fully authorized to do so; and that the board of directors of each Applicant has duly adopted the
following resolutions, in the case of Carlyle Secured Lending, Inc., at a meeting duly called and held on February 22, 2021, in the case of Carlyle Credit Solutions, Inc., at a meeting duly called and held on February 22, 2021 and in the case of
Carlyle Secured Lending, at a meeting duly called and held on June 21, 2021, at each of which a quorum was present and acting throughout:
NOW, THEREFORE,
BE IT RESOLVED, that the officers of the Company (each, an Authorized Officer and, collectively, Authorized Officers) of each Company be, and each of them hereby is, authorized to prepare, or to cause to be prepared, executed
and filed with the Securities and Exchange Commission (the SEC) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the 1940 Act), and Rule 17d-1 under the 1940 Act, to permit certain joint transactions that otherwise may be prohibited by Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 under the
1940 Act (the New Application) for each Company; and it is
FURTHER RESOLVED, that the Authorized Officers of each Company be, and each
of them hereby is, authorized to take such other action, and to make such representations on behalf of each Company, in any matters related to the New Application or any amendment thereof as they or any of them may approve as necessary or desirable;
and it is
FURTHER RESOLVED, that the Authorized Officers of each Company be, and each of them acting singly hereby is, authorized to execute and cause to
be filed the New Application and to take such further actions and execute and file such further amendments or other documents as may be necessary, desirable, or appropriate to the implementation and performance of the preceding resolutions and the
matters contemplated therein, the Authorized Officers execution thereof to be conclusive evidence of such approval; and it is
FURTHER RESOLVED,
that the Authorized Officers of each Company be, and each of them hereby is, authorized and directed, in the name and on behalf of each Company, to execute and deliver all such certificates, instruments, and other documents, and to take or cause to
be taken any and all such further actions, in each case as any such Authorized Officer may determine to be necessary, advisable or desirable to carry out fully the purpose and intent of the foregoing resolutions, including, without limitation, the
incurrence and payment of fees and expenses; and it is
FURTHER RESOLVED, that any and all actions previously taken by each Company or any of its
directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, and approved in all respects as and for the acts and deeds of each Company.
|
|
|
CARLYLE SECURED LENDING, INC.
CARLYLE CREDIT SOLUTIONS, INC. |
CARLYLE SECURED LENDING III |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz |
|
|
Title: Authorized Person |
[Signature Page
to Authorizations for BDCs]
EXHIBIT C
Authorization for
Carlyle
Tactical Private Credit Fund
The undersigned hereby certifies that he is the President of Carlyle Tactical Private Credit Fund (the Fund);
that with respect to the attached Application (the Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of the Application under
the respective declaration of trust and by-laws of the Fund have been taken and the person filing the Application on behalf of the Fund is fully authorized to do so; and that the board of trustees of Carlyle
Tactical Private Credit Fund has duly adopted the following resolutions, at a meeting duly called and held on March 4, 2021, at which a quorum was present and acting throughout:
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Fund (each, an Authorized Officer and, collectively, Authorized Officers) be,
and hereby are, authorized to prepare, or to cause to be prepared, executed and filed with the Securities and Exchange Commission (the SEC) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of
1940, as amended (the 1940 Act), and Rule 17d-1 under the 1940 Act, to permit certain joint transactions that otherwise may be prohibited by Section 17(d) and 57(a)(4) of the 1940 Act and Rule
17d-1 under the 1940 Act (the New Application) for the Fund; and it is
FURTHER RESOLVED, that
the Authorized Officers of the Fund be, and each of them hereby is, authorized to take such other action, and to make such representations on behalf of the Fund, in any matters related to the New Application or any amendment thereof as they or any
of them may approve as necessary or desirable; and it is
FURTHER RESOLVED, that the Authorized Officers of the Fund be, and each of them acting singly
hereby is, authorized to execute and cause to be filed the New Application and to take such further actions and execute and file such further amendments or other documents as may be necessary, desirable, or appropriate to the implementation and
performance of the preceding resolutions and the matters contemplated therein, the Authorized Officers execution thereof to be conclusive evidence of such approval; and it is
FURTHER RESOLVED, that the Authorized Officers of the Fund be, and each of them hereby is, authorized and directed, in the name and on behalf of the Fund, to
execute and deliver all such certificates, instruments, and other documents, and to take or cause to be taken any and all such further actions, in each case as any such Authorized Officer may determine to be necessary, advisable or desirable to
carry out fully the purpose and intent of the foregoing resolutions, including, without limitation, the incurrence and payment of fees and expenses; and it is
FURTHER RESOLVED, that any and all actions previously taken by the Fund or any of its trustees or officers in connection with the actions contemplated by the
foregoing resolutions be, and each of them hereby is, ratified, confirmed, and approved in all respects as and for the acts and deeds of the Fund.
|
|
|
CARLYLE TACTICAL PRIVATE CREDIT FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz |
|
|
Title: Secretary |
[Signature Page
to Authorizations for CTAC]
EXHIBIT D
Authorization for
Carlyle
AlpInvest Private Markets Fund
The undersigned hereby certifies that he is the Managing Director of Carlyle AlpInvest Private Markets Fund (the
Fund); that with respect to the attached Application (the Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of
the Application under the respective declaration of trust and by-laws of the Fund have been taken and the person filing the Application on behalf of the Fund is fully authorized to do so; and that the board of
trustees of the Fund has duly adopted the following resolutions, at a meeting duly called and held on March 30, 2023, at which a quorum was present and acting throughout:
RESOLVED, the Board has considered and deems it advisable and in the best interests of the Fund for the Fund to rely on an order of the SEC pursuant to
Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to participate in certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l thereunder (the Order and such transactions, Co-Investment Transactions);
RESOLVED, that the Fund is hereby permitted to rely on the Order, and any amendments to such Order, to participate in Co Investment Transactions; and
be it further
RESOLVED, that the officers of the Fund are hereby authorized to take such actions and execute such documents as such officer or
officers shall deem necessary or advisable to permit the Fund to participate in Co-Investment Transactions in reliance on the Order.
|
CARLYLE ALPINVEST PRIVATE MARKETS FUND |
|
/s/ Joseph OConnor |
Name: Joseph OConnor Title: Managing
Director |
[Signature Page to Authorizations for CAPM]
EXHIBIT E
Authorization for
Carlyle Credit
Income Fund
The undersigned hereby certifies that he is the Secretary of Carlyle Credit Income Fund (the Fund); that with respect to the
attached Application (the Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of the Application under the respective
declaration of trust and by-laws of the Fund have been taken and the person filing the Application on behalf of the Fund is fully authorized to do so; and that the board of trustees of the Fund has duly
adopted the following resolutions, at a meeting duly called and held on July 17, 2023, at which a quorum was present and acting throughout:
RESOLVED, that the Board has considered and deems it advisable and in the best interests of the Fund for the Fund to rely on an order of the SEC
pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to participate in certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l thereunder (the Order and such transactions, Co-Investment Transactions);
RESOLVED, that the Fund is hereby permitted to rely on the Order, and any amendments to such Order, to participate in
Co-Investment Transactions; and be it further
RESOLVED, that the officers of the Fund are hereby
authorized to take such actions and execute such documents as such officer or officers shall deem necessary or advisable to permit the Fund to participate in Co-Investment Transactions in reliance on the
Order.
|
|
|
CARLYLE CREDIT INCOME FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz Title: Chief Legal
Officer, Chief Compliance Officer, Secretary |
[Signature Page to Authorizations for CCIF]
EXHIBIT D
Authorization for
Carlyle
AlpInvest Private Markets Fund
The undersigned hereby certifies that he is the Managing Director of Carlyle AlpInvest Private Markets Fund (the
Fund); that with respect to the attached Application (the Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of
the Application under the respective declaration of trust and by-laws of the Fund have been taken and the person filing the Application on behalf of the Fund is fully authorized to do so; and that the board of
trustees of the Fund has duly adopted the following resolutions, at a meeting duly called and held on March 30, 2023, at which a quorum was present and acting throughout:
RESOLVED, the Board has considered and deems it advisable and in the best interests of the Fund for the Fund to rely on an order of the SEC pursuant to
Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to participate in certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l thereunder (the Order and such transactions, Co-Investment Transactions);
RESOLVED, that the Fund is hereby permitted to rely on the Order, and any amendments to such Order, to participate in Co Investment Transactions; and be it
further
RESOLVED, that the officers of the Fund are hereby authorized to take such actions and execute such documents as such officer or officers shall
deem necessary or advisable to permit the Fund to participate in Co-Investment Transactions in reliance on the Order.
|
CARLYLE ALPINVEST PRIVATE MARKETS FUND |
/s/ Joseph OConnor
Name: Joseph OConnor Title: Managing Director |
[Signature Page to Authorizations for CAPM]
EXHIBIT E
Authorization for
Carlyle Credit
Income Fund
The undersigned hereby certifies that he is the Secretary of Carlyle Credit Income Fund (the Fund); that with respect to the
attached Application (the Application) for exemption from certain provisions of the Investment Company Act of 1940, as amended, all actions necessary to authorize the execution and filing of the Application under the respective
declaration of trust and by-laws of the Fund have been taken and the person filing the Application on behalf of the Fund is fully authorized to do so; and that the board of trustees of the Fund has duly
adopted the following resolutions, at a meeting duly called and held on July 17, 2023, at which a quorum was present and acting throughout:
RESOLVED, that the Board has considered and deems it advisable and in the best interests of the Fund for the Fund to rely on an order of the SEC pursuant to
Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to participate in certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-l thereunder (the Order and such transactions, Co-Investment Transactions);
RESOLVED, that the Fund is hereby permitted to rely on the Order, and any amendments to such Order, to participate in
Co-Investment Transactions; and be it further
RESOLVED, that the officers of the Fund are hereby authorized to
take such actions and execute such documents as such officer or officers shall deem necessary or advisable to permit the Fund to participate in Co-Investment Transactions in reliance on the Order.
|
|
|
CARLYLE CREDIT INCOME FUND |
|
|
By: |
|
/s/ Joshua Lefkowitz |
|
|
Name: Joshua Lefkowitz |
|
|
Title: Chief Legal Officer, Chief Compliance Officer, Secretary |
[Signature Page to Authorizations for CCIF]
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