Exemption Application under Investment Company Act (Form 40-APP/A)
File No. 812-15593
FIRST AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF
THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE ACT TO PERMIT CERTAIN
JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF
THE ACT AND RULE 17d-1 UNDER THE ACT
sound point meridian capital, INC.,SOUND POINT ALTERNATIVE INCOME FUND,
Telephone: (212) 895-2293
| All Communications, Notices and Orders to: [email protected] |
Copies to:
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| I. | SUMMARY OF APPLICATION |
| A. | Requested Relief |
The following entities, identified in Section I.B. below, hereby request an order (the "Order") pursuant to Sections 17(d) 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
In particular, the relief requested in this application for an Order (the "Application") would allow a
The Order would supersede an exemptive order issued by the Commission on
| B. | Applicants Seeking Relief |
| ● |
| ● | Investment funds set forth on Schedule A hereto, each of which would be an "investment company" but for Section 3(c)(1) or 3(c)(7) of the Act (collectively, the "Existing Affiliated Funds"); |
| ● |
| ● |
| ● | SPC Adviser, a |
| ● | Skypoint Adviser, a |
| 1 | Unless otherwise indicated, all section references herein are to the Act. |
| 2 | Unless otherwise indicated, all rule references herein are to rules under the Act. |
| 3 | |
| 4 | See |
| 5 | Skypoint Adviser is not (i) an affiliated person (as defined in Section 2(a)(3) of the Act) of the Sound Point Advisers (as defined below) or (ii) an affiliated person of an affiliated person of the Sound Point Advisers, except for the affiliation that arises as a result of serving as the investment adviser to a |
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| ● | The account identified in Schedule B hereto that the Adviser (as defined below) uses to hold various financial assets in a principal capacity (the "Existing Sound Point Proprietary Account", and together with the |
Applicants do not seek relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions effected consistent with Commission staff no-action positions.7
All existing entities that currently intend to rely on the Order have been named as Applicants and any existing or future entities that may rely on the Order in the future will comply with the terms and conditions of the Application.
| C. | Defined Terms |
"Adviser" means (a) a Sound Point Adviser or (b) Skypoint Adviser, provided that Skypoint Adviser is included in this term only if (i) Skypoint Adviser acts as the investment adviser to a
"Affiliated Funds" means the Existing Affiliated Funds, the Existing Sound Point Proprietary Account, any
"BDC" means a business development company under the Act.9
"
"Board" means (i) with respect to a
| 6 | The term successor, as applied to each Adviser, means an entity which results from a reorganization into another jurisdiction or change in the type of business organization. |
| 7 | See the JT No-Action Letters (as defined below). |
| 8 | 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 under the Act. During the investment period of a CLO, the CLO may engage in certain transactions customary in CLO formation with another |
| 9 | 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 Section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities. |
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"Board-Established Criteria" means criteria that the Board of a
"Close Affiliate" means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any
"Co-Investment Program" means the proposed co-investment program that would permit one or more Regulated Funds and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 57(a)(4) and Rule 17d-1 by (a) co-investing with each other in securities issued by issuers in private placement transactions in which a Sound Point Adviser negotiates terms in addition to price;10 and (b) making Follow-On Investments (as defined below).
"Co-Investment Transaction" means any transaction in which a
"Disposition" means the sale, exchange or other disposition of an interest in a security of an issuer.
"Eligible Directors" means, with respect to a
"
"Future Sound Point Adviser" means any future investment adviser that (i) controls, is controlled by, or is under common control with SPM Adviser or SPC Adviser, (ii) (a) is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") or (b) is a relying adviser of an investment adviser that is registered under the Advisers Act and that controls, is controlled by or is under common control with, SPM Adviser or SPC Adviser, and (iii) is not a
"
| 10 | The term "private placement transactions" means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act of 1933 (the "Securities Act"). |
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"
"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
"
"JT No-Action Letters" means
"Objectives and Strategies" means (i) with respect to any
"Potential Co-Investment Transaction" means any investment opportunity in which a
"Pre-Boarding Investments" are investments in an issuer held by a
| (i) | 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 |
| (ii) | in transactions occurring at least 90 days apart and without coordination between the |
"Regulated Funds" means the
"
"Remote Affiliate" means any person described in Section 57(e) in respect of any
"Required Majority" means a required majority, as defined in Section 57(o) of the Act.11
| 11 | In the case of a |
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"SBIC Subsidiary" means a Wholly-Owned Investment Sub that is licensed by the
"Sound Point Adviser" means each of SPM Adviser, SPC Adviser and any Future Sound Point Adviser.
"Sound Point Proprietary Account" means any account of a Sound Point Adviser or its affiliates or any company that is a direct or indirect, wholly- or majority-owned subsidiary of a Sound Point Adviser or its affiliates, which, from time to time, may hold various financial assets in a principal capacity.
"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 |
"Wholly-Owned Investment Sub" means an entity (i) that is a wholly-owned subsidiary12 of a
| II. | GENERAL DESCRIPTION OF APPLICANTS |
| A. |
| 12 | 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. |
| 13 | The Board of each |
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| B. |
Skypoint Adviser will enter into a subadvisory agreement with SPC Adviser, pursuant to which SPC Adviser will provide investment subadvisory services to
| C. | The Existing Affiliated Funds |
The Existing Affiliated Funds are investment funds each of whose investment adviser is SPC Adviser and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act.14 A list of the Existing Affiliated Funds is included on Schedule A hereto.
| D. | The Sound Point Advisers |
SPM Adviser serves as the investment adviser of the
SPC Adviser serves as the investment adviser to the Existing Affiliated Funds, and either it or another Adviser will serve as the investment adviser to any
SPC Adviser will primarily be responsible for managing the Co-Investment Program. SPC Adviser will primarily be responsible for identifying Potential Co-Investment Transactions for the Regulated Funds, other than the
Under the terms of investment advisory agreements with the
| E. | The Sound Point Proprietary Accounts |
The Existing Sound Point Proprietary Account, identified in Schedule B thereto, is an account used by the SPC Adviser to hold various financial assets in a principal capacity. Each Sound Point Proprietary Account will be subject to oversight by an Adviser. As a result, an Adviser will ensure compliance by each Sound Point Proprietary Account with the conditions of the Application in the same manner in which the Adviser will ensure compliance by each
| 14 | In the future, each |
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| III. | ORDER REQUESTED |
The Applicants respectfully request an Order of the Commission under Sections 17(d) and 57(i) of the Act and Rule 17d-1 thereunder to permit, subject to the terms and Conditions set forth below in this Application, a
The Regulated Funds and the Affiliated Funds 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 without an exemptive order from the Commission. This Application seeks relief in order to (i) enable the Regulated Funds and Affiliated Funds 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 and the Affiliated Funds to avoid the significant legal and other expenses that would be incurred in preparing such individual applications.
| A. | Overview |
Advisers are presented with a substantial number of investment opportunities each year on behalf of their clients and must determine how to allocate those opportunities in a manner that, over time, is fair and equitable to all of their clients, and without violating the prohibitions on joint transactions included in Rule 17d-1 of the Act. Such investment opportunities may be Potential Co-Investment Transactions.
Skypoint Adviser is not an affiliated person (as defined in Section 2(a)(3) of the Advisers Act) of the Sound Point Advisers.
The Applicants represent that the Advisers have established rigorous processes for allocating initial investment opportunities, opportunities for subsequent investments in an issuer and dispositions of securities holdings reasonably designed to treat all clients fairly and equitably. As discussed below, these processes will be extended and modified in a manner reasonably designed to ensure that the additional transactions permitted under the Order will both (i) be fair and equitable to the Regulated Funds and the Affiliated Funds and (ii) comply with the Conditions contained in the Order.
| 1. | The Investment Process |
The investment process consists of three stages: (i) the identification and consideration of investment opportunities (including follow-on investment opportunities); (ii) order placement and allocation; and (iii) consideration by each applicable
| (a) | Identification and Consideration of Investment Opportunities |
Opportunities for Potential Co-Investment Transactions may arise when investment advisory personnel of an Adviser become aware of investment opportunities that may be appropriate for a
| 15 | Representatives from each Adviser to a |
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Applicants represent that, if the requested Order is granted, the investment advisory personnel of the Adviser 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
| (b) | Order Placement and Allocation |
General. If the Adviser to a
Allocation Procedure. For each
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.17 If, subsequent to such External Submission, the size of the opportunity is increased or decreased, or if the terms of such opportunity, or the facts and circumstances applicable to the Regulated Funds' or the Affiliated Funds' consideration of the opportunity, change, the participants will be permitted to submit revised Internal Orders in accordance with written allocation policies and procedures that the Advisers will establish, implement and maintain; provided that, if the size of the opportunity is decreased such that the aggregate of the original Internal Orders would exceed the amount of the remaining investment opportunity, then upon submitting any revised order amount to the Board of a
| 16 | The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of each Adviser. |
| 17 | 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 |
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Compliance. Applicants represent that the Advisers' allocation review process is a robust process designed as part of their overall compliance policies and procedures to ensure that every client is treated fairly and that the Advisers are following their allocation policies. The entire allocation process is monitored and reviewed by the compliance team, led by the chief compliance officer, and approved by the Board of each
| (c) | Approval of Potential Co-Investment Transactions |
A
In the case of a
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
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
A
| 2. | Delayed Settlement |
All Regulated Funds and Affiliated Funds participating in a Co-Investment Transaction will invest at the same time, for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other. However, the settlement date for an
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| 3. | Permitted Follow-On Investments and Approval of Follow-On Investments |
From time to time, the Regulated Funds and Affiliated Funds may have opportunities to make Follow-On Investments in an issuer in which a
The Order would divide Follow-On Investments into two categories depending on whether the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for that issuer. If such Regulated Funds and Affiliated Funds have previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the
| (a) | Standard Review Follow-Ons |
A
A
A "
A "
Applicants believe that these Pro Rata Follow-On Investments and Non-Negotiated Follow-On Investments do not present a significant opportunity for overreaching on the part of any Adviser and thus do not warrant the time or the attention of the Board. Pro Rata Follow-On Investments and Non-Negotiated Follow-On Investments remain subject to the Board's periodic review in accordance with Condition 10.
| 18 | See note 34, below. |
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| (b) | Enhanced Review Follow-Ons |
One or more Regulated Funds and/or one or more Affiliated Funds holding Pre-Boarding Investments may have the opportunity to make a
| 4. | Dispositions |
The Regulated Funds and Affiliated Funds may be presented with opportunities to sell, exchange or otherwise dispose of securities in a transaction that would be prohibited by Rule 17d-1 or Section 57(a)(4), as applicable. If the Order is granted, such Dispositions will be made in a manner that, over time, is fair and equitable to all of the Regulated and Affiliated Funds and in accordance with procedures set forth in the proposed Conditions to the Order and discussed below.
The Order would divide these Dispositions into two categories: (i) if the Regulated Funds and the Affiliated Funds holding investments in the issuer have previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for such issuer, then the terms and approval of the Disposition (hereinafter referred to as "Standard Review Dispositions") would be subject to the process discussed in Section III.A.4.a. below and governed by Condition 6; and (ii) if the Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the Disposition (hereinafter referred to as "Enhanced Review Dispositions") would be subject to the same "onboarding process" discussed in Section III.A.4.b. below and governed by Condition 7.
| (a) | Standard Review Dispositions |
A
A
A "Pro Rata Disposition" is a Disposition (i) in which the participation of each
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;20 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 and Affiliated Funds is price. Pro Rata Dispositions and Dispositions of a Tradable Security remain subject to the Board's periodic review in accordance with Condition 10.
| 19 | See note 32, below. |
| 20 | 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. |
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| (b) | Enhanced Review Dispositions |
One or more Regulated Funds and one or more Affiliated Funds 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 and Affiliated Funds 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 and Affiliated Funds 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.21 Subsequent Co-Investment Transactions with respect to the issuer will be governed by Condition 6 or 8 under the standard review process.
| 5. | Use of Wholly-Owned Investment Subs |
A
Applicants note that an entity could not be both a Wholly-Owned Investment Sub and a
| B. | Applicable Law |
| 1. | Section 17(d) and Section 57(a)(4) |
Section 17(d) of the Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the Act), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such other participant.
Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) from participating in a joint transaction with the BDC, or a company controlled by the BDC, in contravention of rules as prescribed by the Commission. In particular, Section 57(a)(4) applies to:
| ● | Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is an affiliated person of the foregoing pursuant to Section 2(a)(3)(C); or |
| ● | Any investment adviser or promoter of, general partner in, principal underwriter for, or person directly or indirectly either controlling, controlled by, or under common control with, a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be directly or indirectly under the control of a person who controls the BDC)22; or any person who is an affiliated person of any of the foregoing within the meaning of Section 2(a)(3)(C) or (D). |
| 21 | However, with respect to an issuer, if a |
| 22 | 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. |
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Pursuant to the foregoing application of Section 57(a)(4), BDC Downstream Funds on the one hand and other Regulated Funds and Affiliated Funds on the other, may not co-invest absent an exemptive order because the BDC Downstream Funds are controlled by a BDC and the Affiliated Funds 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.23
| 2. | Rule 17d-1 |
Rule 17d-1 generally prohibits an affiliated person (as defined in Section 2(a)(3)), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company, or a company controlled by such registered company, is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such first or second tier affiliate. Rule 17d-1 generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3)) or principal underwriter for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any "joint enterprise or other joint arrangement or profit-sharing plan," as defined in the rule, without prior approval by the Commission by order upon application.
Rule 17d-1 was promulgated by the Commission pursuant to Section 17(d) and made applicable to persons subject to Sections 57(a) and (d) by Section 57(i) to the extent specified therein. Section 57(i) provides that, until the Commission prescribes rules under Sections 57(a) and (d), the Commission's rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a) or (d). Because the Commission has not adopted any rules under Section 57(a) or (d), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a) or (d).
Applicants seek relief pursuant to Rule 17d-1, which permits the Commission to authorize joint transactions upon application. In passing upon applications filed pursuant to Rule 17d-1, the Commission is directed by Rule 17d-1(b) to consider whether the participation of a registered investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
The Commission has stated that Section 17(d), upon which Rule 17d-1 is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these prohibitions that do not present the dangers of overreaching.24
| 23 | See, e.g., SEC Rel. No. IC-4697 ( |
| 24 |
| 25 |
| 26 | H.Rep. No. 96-1341, 96th Cong., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827. |
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Applicants believe that the Conditions would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent would be addressed and the standards for an order under Rule 17d-1 and Section 57(i) would be met.
| C. | Need for Relief |
Co-Investment Transactions are prohibited by either or both of Rule 17d-1 and Sections 17(d) and 57(a)(4) without a prior exemptive order of the Commission to the extent that the Affiliated Funds and the Regulated Funds participating in such transactions fall within the category of persons described by Rule 17d-1, Section 17(d) and/or Section 57(b), as modified by Rule 57b-1 thereunder, as applicable, vis-à-vis each participating
The Advisers are the Sound Point Advisers and Skypoint Adviser. A Sound Point Adviser is the investment adviser to each
Further, because the BDC Downstream Funds and Wholly-Owned Investment Subs would be 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, Section 17(d) and/or Section 57(b), as modified by Rule 57b-1, as applicable, and therefore would be prohibited from participating in Co-Investment Transactions without the Order.
In addition, because the Sound Point Proprietary Accounts are controlled by a Sound Point Adviser or its affiliates and, therefore, may be under common control with the
We are including Skypoint Adviser because Skypoint Adviser is the investment adviser to
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| D. | Precedents |
The Commission has issued numerous exemptive orders under the Act permitting registered investment companies and BDCs to co-invest with affiliated persons, including precedents involving proprietary accounts.27 The relief requested in this Application with respect to Follow-On Investments is based on the temporary relief granted by the Commission on
| 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.
| 27 | See, e.g. |
| 28 | BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 ( |
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| A. | Potential Benefits |
In the absence of the relief sought hereby, in many circumstances, the Regulated Funds would be limited in their ability to participate in attractive and appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule 17d-1 should not prevent BDCs and registered closed-end investment companies from making investments that are in the best interests of their shareholders.
| B. | Protective Representations and Conditions |
The Conditions ensure that the proposed Co-Investment Transactions are consistent with the protection of each
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
If an Adviser, its principals, or any person controlling, controlled by, or under common control with the Adviser or its principals, and the Affiliated Funds (collectively, the "Holders") own in the aggregate more than 25 percent of the outstanding voting shares of a
In sum, Applicants believe that the Conditions would ensure that each
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| C. | Conditions |
Applicants agree that any Order granting the requested relief shall be subject to the following conditions:
| 1. | Identification and Referral of Potential Co-Investment Transactions |
| (a) | The Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that each Adviser is promptly notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of any |
| (b) | When an Adviser to a |
| 2. | Board Approvals of Co-Investment Transactions |
| (a) | If the Adviser deems a |
| (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 |
| (c) | After making the determinations required in Condition 1(b) above, each Adviser to a participating |
| (i) | the terms of the transaction, including the consideration to be paid, are reasonable and fair to the |
| (ii) | the transaction is consistent with: |
| (A) | the interests of the |
| (B) | the |
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| (iii) | the investment by any other |
| (A) | the settlement date for another |
| (B) | any other |
| (iv) | the proposed investment by the |
| 3. | Right to Decline. |
| 29 | For example, procuring the |
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| 4. | General Limitation. Except for Follow-On Investments made in accordance with Conditions 8 and 9 below,30 a |
| 5. | Same Terms and Conditions. A |
| 6. | Standard Review Dispositions. |
| (a) | General. If any |
| (i) | the Adviser to such |
| (ii) | the Adviser to each |
| (b) | Same Terms and Conditions. |
| (c) | No Board Approval Required. A |
| (i) | (A) the participation of each |
| (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 and Affiliated Funds is price. |
| 30 | This exception applies only to Follow-On Investments by a |
| 31 | Any Sound Point Proprietary Account that is not advised by a Sound Point Adviser is itself deemed to be a Sound Point Adviser for purposes of Conditions 6(a)(i), 7(a)(i), 8(a)(i), and 9(a)(i). |
| 32 | In the case of any Disposition, proportionality will be measured by each participating |
20
| (d) | Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the |
| 7. | Enhanced Review Dispositions. |
| (a) | General. If any |
| (i) | the Adviser to such |
| (ii) | the Adviser to each |
| (iii) | the Advisers will provide to the Board of each |
| (b) | Enhanced Board Approval. The Adviser will provide its written recommendation as to the |
| (i) | the Disposition complies with Condition 2(c)(i), (ii), (iii)(A), and (iv); and |
| (ii) | the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes. |
| (c) | Additional Requirements: The Disposition may only be completed in reliance on the Order if: |
| (i) | Same Terms and Conditions. |
| (ii) | Original Investments. All of the Affiliated Funds' and Regulated Funds' 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; |
21
| (iv) | Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds 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 |
| (v) | No control. The Affiliated Funds, 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 |
| (i) | the Adviser to each such |
| (ii) | the Adviser to each |
| (b) | No Board Approval Required. A |
| (i) | (A) the proposed participation of each |
| 33 | 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. |
| 34 | To the extent that a |
22
| (ii) | it is a |
| (c) | Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the |
| (d) | Allocation. If, with respect to any such |
| (i) | the amount of the opportunity proposed to be made available to any |
| (ii) | the aggregate amount recommended by the Advisers to be invested in the |
| (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 |
| (i) | the Adviser to each such |
| (ii) | the Adviser to each |
| (iii) | the Advisers will provide to the Board of each |
23
| (b) | Enhanced Board Approval. The Adviser will provide its written recommendation as to the |
| (c) | Additional Requirements. |
| (i) | Original Investments. All of the Affiliated Funds' and Regulated Funds' 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 and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds 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 |
| (iv) | No control. The Affiliated Funds, 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 |
| (i) | the amount of the opportunity proposed to be made available to any |
| (ii) | the aggregate amount recommended by the Advisers to be invested in the |
24
| (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 |
| (b) | All information presented to the |
| (c) |
| (d) | The Independent Directors (including the non-interested members of each |
| 11. | Record Keeping. |
| 12. | Director Independence. No Independent Director (including the non-interested members of any |
| 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 in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be. |
25
| 14. | Transaction Fees.35 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 an Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will eaa competitive rate of interest that will also be divided pro rata among the participants. None of the Advisers, the Affiliated Funds, the other Regulated Funds or any affiliated person of the Affiliated Funds or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction other than (i) in the case of the Regulated Funds and the Affiliated Funds, 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 |
| 15. | Independence. If the Holders own in the aggregate more than 25 percent of the Shares of a |
| V. | PROCEDURAL MATTERS |
| A. | Communications |
Please address all communications concerning this Application and the Notice and Order to:
| All Communications, Notices and Orders to: [email protected] |
Copies to:
|
| B. | Authorizations |
All requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application as of
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 and Exhibit C.
| 35 | Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction. |
26
Applicants have caused this Application to be duly signed on their behalf on
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT MERIDIAN MANAGEMENT COMPANY, LLC | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory |
27
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT credit opportunities master fund l.p. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT STRATEGIC CAPITAL |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT tactical loan opportunity master fund i designated activity company | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
SOUND POINT (MASTER) L.P. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
SOUND POINT (NON-US RN) L.P. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT DISCOVERY FUND LLC | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT SENIOR FLOATING RATE INCOME MASTER FUND, LP | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
28
| SOUND POINT clo ix, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxiii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxiv, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxv, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxvi, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxvii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxviiI, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxix, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxx, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
29
| SOUND POINT clo xxxi, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT CLO xxxii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT CLO xxxiii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 35, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 36, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 37, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 38, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 39, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo i funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
30
|
SOUND POINT euro clo ii funding dac |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo iii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo v funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo vi funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo vii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo viii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
SOUND POINT euro clo 10 funding dac |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo 2016-2 ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
31
|
bluemountain clo xxiv ltd. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxix ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxvi ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxviii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxx ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxxi ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxxii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxxiii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
32
| bluemountain clo xxxiv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain xxxv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain eur 2021-1 clo dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain eur 2021-2 clo dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo ii dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo iii dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo iv dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo v dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
bluemountain fuji us clo i ltd. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
33
| bluemountain fuji us clo ii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji us clo iii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo 2013-2 ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
|
|
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| By: | /s/ |
|
| Title: | Authorized Signatory |
34
SCHEDULE A
Below is a list of the Existing Affiliated Funds, other than the Existing Sound Point Proprietary Account.
Sound Point Strategic Capital Master Fund II DAC
Sound Point
Sound Point CLO 37, Ltd
Sound Point CLO 38, Ltd
Sound Point CLO 39, Ltd
Sound Point Euro CLO I Funding DAC
Sound Point Euro CLO II Funding DAC
Sound Point Euro CLO III Funding DAC
Sound Point Euro CLO V Funding DAC
Sound Point Euro CLO VI Funding DAC
Sound Point Euro CLO VII Funding DAC
Sound Point Euro CLO VIII Funding DAC
Sound Point Euro CLO 10 Funding DAC
Sch. A-1
BlueMountain EUR 2021-1
BlueMountain EUR 2021-2
BlueMountain FUJI EUR CLO II DAC
BlueMountain FUJI EUR CLO III DAC
BlueMountain FUJI EUR CLO IV DAC
BlueMountain FUJI EUR CLO V DAC
Sch. A-2
SCHEDULE B
Below is the Existing Sound Point Proprietary Account.
Sch. B-1
Exhibit A
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-1
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-2
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-3
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of each of
|
SOUND POINT HARBOR MASTER FUND LP SOUND POINT HARBOR FUND LP SOUND POINT HARBOR OFFSHORE FUND LP |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-4
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of each of
|
SOUND POINT CLO MASTER FUND LP SOUND POINT CLO FUND LP SOUND POINT CLO FUND, LTD. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-5
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of each of
|
skypoint capital advisORS, LLC |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-6
VERIFICATION
The undersigned states that she has duly executed the foregoing Application for and on behalf of each of the entities listed below, that she is an Authorized Signatory of such entities and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.
| SOUND POINT credit opportunities master fund lp | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT STRATEGIC CAPITAL |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT tactical loan opportunity master fund i designated activity company | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
SOUND POINT (MASTER) L.P. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
SOUND POINT (NON-US RN) L.P. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT DISCOVERY FUND LLC | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-7
|
SOUND POINT SENIOR FLOATING RATE INCOME MASTER FUND, LP |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo ix, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxiii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxiv, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxv, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxvi, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxvii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxviiI, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxix, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-8
| SOUND POINT clo xxx, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo xxxi, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT CLO xxxii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT CLO xxxiii, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 35, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 36, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 37, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 38, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT clo 39, ltd | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-9
|
SOUND POINT euro clo i funding dac |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo ii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo iii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo v funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo vi funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo vii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo viii funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| SOUND POINT euro clo 10 funding dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo 2016-2 ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-10
|
bluemountain clo xxiv ltd. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxix ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxvi ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxviii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxx ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxxi ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo xxxii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
bluemountain clo xxxiii ltd. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-11
| bluemountain clo xxxiv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain xxxv ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain eur 2021-1 clo dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain eur 2021-2 clo dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo ii dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo iii dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo iv dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji eur clo v dac | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
|
bluemountain fuji us clo i ltd. |
||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-12
| bluemountain fuji us clo ii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain fuji us clo iii ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory | |
| bluemountain clo 2013-2 ltd. | ||
| By: | /s/ |
|
| Title: | Authorized Signatory |
A-13
Exhibit B
Authorization
RESOLUTIONS OF THE BOARD OF DIRECTORS OF SOUND POINT MERIDIAN CAPITAL, INC. (THE "COMPANY")
RESOLVED, that any one or more of the officers (collectively, the "Authorized Officers" and each, an "Authorized Officer") of the Company be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be executed, delivered, and filed with the
RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be made, executed, delivered and filed with the
RESOLVED, that all acts and things previously done by any Authorized Officer, on or prior to the date hereof, in the name and on behalf of the Company in connection with the foregoing are in all respects authorized, ratified, approved, confirmed and adopted as acts and deeds by and on behalf of the Company; and
RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as any such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any such document, instrument or provision or any addition, deletion or change in any document, instrument, or provision.
(Adopted on
B-1
Exhibit C
Authorization
RESOLUTIONS OF THE SOLE TRUSTEE OF SOUND POINT ALTERNATIVE INCOME FUND f/k/a
SOUND POINT OPPORTUNISTIC CREDIT FUND (THE "FUND")
RESOLVED, as the sole trustee,
RESOLVED, that the Trustee be, and hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the
RESOLVED, that all acts and things previously done by the Trustee, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing are in all respects authorized, ratified, approved, confirmed and adopted as acts and deeds by and on behalf of the Fund; and
RESOLVED, that the Trustee be, hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as the Trustee may deem necessary and to identify by the Trustee's signature or certificate, or in such form as may be required, the documents and instruments approved herein and to furnish evidence of the approval, by the Trustee authorized to give such approval, of any such document, instrument or provision or any addition, deletion or change in any document, instrument, or provision.
(Adopted on
C-1
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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