File No. 812-

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)

In the Matter of the Application of:

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 INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

August 3, 2026

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

I. SUMMARY OF APPLICATION

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁴ and one or more Affiliated Entities⁵ to engage in Co-Investment Transactions⁶ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”⁷ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

II. GENERAL DESCRIPTION OF THE APPLICANTS

The Existing Regulated Fund (formerly known as SuRo Capital Corp., Sutter Rock Capital Corp., and GSV Capital Corp.) was incorporated in Maryland on January 6, 2011, and commenced operations upon completion of its initial public offering in May 2011. The Existing Regulated Fund elected to be regulated as a BDC under the 1940 Act upon completion of its initial public offering in May 2011 and operates as a closed-end non-diversified management investment company. The Existing Regulated Fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and intends to continue to make such election in the future. The Existing Regulated Fund’s principal place of business is 640 Fifth Avenue, 12th Floor, New York, NY 10019.

The Existing Regulated Fund’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments and, to a lesser extent, income from debt investments. The Existing Regulated Fund’s business and affairs are managed under the direction of its board of directors (the “Existing Regulated Fund Board” and together with any Future Regulated Fund’s board of directors, the “Board”). The Existing Regulated Fund Board consists of seven members, of which five members are not “interested persons” of the Existing Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁹

The Existing Affiliated Funds are investment funds, each of whose investment adviser is an Existing Adviser and each of which would be an investment company but for Sections 3(c)(1), 3(c)(5) or 3(c)(7) of the 1940 Act.¹⁰ A list of the Existing Affiliated Funds and their respective investment adviser is included on Schedule B hereto.

The BDC Adviser serves as the investment adviser of the Existing Regulated Fund and, as identified on Schedule B, an Existing Adviser serves as investment adviser to each of the Existing Affiliated Funds, and an Existing Adviser or another Adviser will serve as the investment adviser to any Future Regulated Fund. On the date of this Application, the clients of the Existing Advisers that intend to rely on this Application are the Existing Regulated Fund and the Existing Affiliated Funds identified on Schedule B hereto.

The BDC Adviser is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. The BDC Adviser’s principal place of business is 640 Fifth Avenue, 12th Floor, New York, NY 10019. Neostellar Administrative Services LLC, an affiliate of the BDC Adviser (the “Administrator”), provides administrative services to the Existing Regulated Fund under an administrative services agreement. The BDC Adviser is jointly owned by Magnetar Holdings LLC (“Magnetar Holdings”) and by a vehicle that is in turn owned and controlled by certain officers of the Existing Regulated Fund. Magnetar Holdings is owned and controlled by Magnetar Capital Partners LP, which is in turn an affiliated entity of Magnetar Financial, Magnetar UK and Magnetar Asset Management.

Magnetar Asset Management is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. Magnetar Financial is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. Magnetar UK is a United Kingdom limited liability partnership and is registered with the Financial Conduct Authority. The principal place of business of Magnetar Asset Management and Magnetar Financial is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201. The principal place of business of Magnetar UK is 25 Great Pulteney Street, 3rd Floor, London W1F 9LT, United Kingdom. Either Magnetar UK or Magnetar Financial serves as the investment adviser to each of the Existing Affiliated Funds.

The investment management business that Magnetar Financial, Magnetar UK and Magnetar Asset Management are a part of is a multi-strategy, multi-product alternative investment platform (“Magnetar”) founded in 2005 with approximately $17.8 billion in assets under management as of December 31, 2025 and approximately 224 professionals globally as of March 31, 2026. Magnetar is headquartered in Evanston, Illinois and operates from offices in New York, London, Menlo Park, and Austin. Magnetar’s investment strategies include alternative credit and fixed income, quantitative investing, and ventures.

Under the terms of an investment advisory agreement with the Existing Regulated Fund and each Existing Affiliated Fund, as applicable, the Existing Advisers will, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to the Existing Regulated Fund’s and each Existing Affiliated Fund’s officers and directors/trustees/manager regularly.

III. ORDER REQUESTED

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

A. Applicable Law

Section 17(d), in relevant part, prohibits an affiliated person, 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 with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹¹ in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’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). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

B. Need for Relief

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to an open-end fund or closed-end fund, or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). The Existing Advisers are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Existing Advisers and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with an Existing Adviser and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-1 under the 1940 Act.

C. Conditions

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹²

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹³ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁵

4. No Remuneration. Any transaction fee¹⁶ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a 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) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁷

6. Dispositions:

7. Board Oversight

8. Recordkeeping. All information presented to the Board pursuant to the order 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. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²⁰

9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

IV. STATEMENT IN SUPPORT OF RELIEF REQUESTED

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

A. Potential Benefits to the Regulated Funds and their Shareholders

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), 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; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

B. Shareholder Protections

Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

V. PRECEDENTS

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²¹ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

VI. PROCEDURAL MATTERS

A. Communications

Please address all communications concerning this Application, the Notice and the Order to:

Mark D. Klein

Allison Green

Neostellar Capital Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

(212) 931-6331

agreen@neostellaradvisors.com

mklein@neostellaradvisors.com

Karl Wachter, Esq.

Michael L. Butler, Esq,

Magnetar Financial LLC

1603 Orrington Avenue, 13th Floor

Evanston, IL 60201

(847) 905-4400

karl.wachter@magnetar.com

mike.butler@magnetar.com

Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

Anne G. Oberndorf, Esq.

Payam Siadatpour, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

anne.oberndorf@eversheds-sutherland.com

payam.siadatpour@eversheds-sutherland.com

Telephone (202) 383-0100

Clifford R. Cone, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

(212) 839-5300

cliff.cone@sidley.com

B. Authorizations

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of the Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he 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 such deponent to execute and file the Application have been taken.

In accordance with the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Exhibit C.

The Applicants have caused this Application to be duly signed on their behalf on the 3rd day of August, 2026.

Astrum Partners II LP

by: astrum partners gp llc, its general partner

by: MCP GP HOLDINGS llc, its sole member

Series I, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Series VII, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Series XI, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Astrum Partners LLC, Series XV

By: magnetar financial llc, its manager

Astrum Partners LLC, Series XVIII

By: magnetar financial llc, its manager

CW Credit Opportunity 2 LP

By: cw credit opportunity 2 gp llc, its general partner

by: MCP gp holdings llc, its sole member

CW Opportunity 2 LP

By: cw opportunity 2 gp llc, its general partner

by: mcp gp holdings llc, its sole member

CW Opportunity LLC

by: magnetar financial llc, its manager

Longhorn Special Opportunities Fund LP

By: magnetar longhorn gp llc, its general partner

by: magnetar financial llc, its managing member

Magnetar ACFI Strategic Ventures 2 LLC

By: magnetar financial llc, its manager

Magnetar ACFI Strategic Ventures LLC

by: magnetar financial llc, its manager

Magnetar AI Opportunity LLC

by: magnetar financial llc, its manager

Magnetar AI Ventures Fund LP

by: magnetar ai ventures gp llc, its general partner

By: mcp gp holdings llc, its SOLE MEMBER

Magnetar Alpha Star Fund LLC

bY: mAGNETAR ALPHA STAR MM LLC, ITS MANAGER

by: mcp gp holdings llc, its sole member

Magnetar Capital Fund II LP

BY: MAGNETAR CAPITAL FUND ii gp llc, its general partner

by: mcp gp holdings llc, its sole member

Magnetar Capital Master Fund, Ltd

Magnetar Capital Partners LP

By: supernova management llc, its general partner

Magnetar Constellation Fund, Ltd.

Magnetar Constellation Master Fund, Ltd

Magnetar Financial (UK) LLP

Magnetar Investment APPK LP

by: Magnetar investment appk gp llc, its general partner

By: mcp gp holdings LLC, its sole member

Magnetar Investment Opportunity Series Fund LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Lake Credit Fund LLC

By: Magnetar financial llc, its manager

Magnetar Longhorn Fund LP

by: magnertar longhorn gp llc, its general partner

By: magnetar financial llc, its managing MEMBER

Magnetar Opportunity 8 lp

By: magnetar opportunity 8 gp llc, its general partner

by: MCP GP Holdings llc, its sole member

Magnetar Opportunity A ltd

Magnetar Opportunity 2025-2 LP

by: magnetar opportunity 2025-2 gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Opportunity 2025-3 LP

by: magnetar opportunity 2025-3 gp llc, its general partner

by: mcp gp holdings llc, its SOLE MEMBER

Magnetar Opportunity 2025-4 LP

BY: mAGNETAR OPPORTUNITY 2025-4 GP LLC, its general partner

by: MCP GP Holdings LLC, its SOLE MEMBER

Magnetar Opportunity 2025-A LLC

By: magnetar financial llc, its manager

Magnetar Opportunity 5 LP

BY: MAGNETAR OPPORTUNITY 5 GP LLC, its general partner

by: MCP GP HOLDINGS, ITS SOLE MEMBER

Magnetar Opportunity 6 LP

by: magnetar opportunity 6 GP llc, its general partner

by: mcp gp holdings llc, its sole member

Magnetar Opportunity 7 LP

by: magnetar opportuniyt 7 gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Special Situations Fund LP

by: magnetar special situations gp llc, ITS GENERAL PARTNER

by: mcp gp holdings llc, its SOLE MEMBER

Magnetar Special Situations Master Fund Ltd

Magnetar Structured Credit Fund, LP DBA Constellation onshore fund

By: Magnetar financial llc, its general partner

Magnetar Waterfront Alternative Credit Fund LLC

by: magnetar waterfront alternative credit mm llc, its manager

By: mcp gp holdings llc, its sole member

Magnetar Waterfront Series A LLC

by: magnetar waterfront Alternative credit fund llc, its sole member

by: magnetar waterfront alternative credit mm llc, its manager

By: mcp gp holdings llc, its sole member

Magnetar Waterfront Series C LLC

by: magnetar waterfront alternative credit fund llc, its sole member

by: magnetar waterfront alternative credit mm llc, its manager

BY: mcp gp holdings llc, ITS sole member

Magnetar Xing He Fund LLC

bY: MAGNETAR FINANCIAL LLC, ITS MANAGER

Magnetar Xing He Master Fund Ltd

MCP Investing LLC

Mustang Opportunities Fund LP

by: Mustang opportunities gp llc, its general partner

bY: mcp gp holdings llc, ITS sole member

Purpose Alternative Credit Fund – F LLC

by: magnetar purpose mm llc, its manager

BY: mcp gp holdings llc, its sole member

Purpose Alternative Credit Fund – T LLC

by: magnetar purpose mm llc, its manager

BY: mcp gp holdings llc, its sole member

Realta Investments Ireland Designated Activity Company

Series 1, A Series of Astrum Partners II LP

by: astrum partners gp llc, its general partner

bY: mcp gp holdings llc, ITS sole member

Series 2, A Series of Astrum Partners II LP

by: astrum partners gp llc, its general partner

BY: mcp gp holdings llc, ITS sole member

Series 2026-1, a Series of Magnetar Investment Opportunity Series Fund LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, ITS sole member

Series 2026-2, a Series of Magnetar Investment Opportunity Series FUND LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, ITS sole member

Schedule A — Existing Wholly-Owned Subsidiaries

Wholly-owned subsidiaries (each, 100% owned) of Neostellar Capital Corp.:

Schedule B —Existing Affiliated Funds

All Existing Affiliated Funds are advised by an Adviser as set forth below:

Exhibit A

VERIFICATION

The undersigned states that he or she has duly executed the attached Application dated August 3, 2026 for and on behalf of the Applicants, as the case may be, that he or she holds the office with each such entity as indicated below and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states 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.

Magnetar financial llc

magnetar asset management llc

Astrum Partners II LP

by: astrum partners gp llc, its general partner

by: MCP GP HOLDINGS llc, its sole member

Series I, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Series VII, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Series XI, a series of Astrum Partners LLC

By: magnetar financial llc, its manager

Astrum Partners LLC, Series XV

By: magnetar financial llc, its manager

Astrum Partners LLC, Series XVIII

By: magnetar financial llc, its manager

CW Credit Opportunity 2 LP

By: cw credit opportunity 2 gp llc, its general partner

by: MCP gp holdings llc, its sole member

CW Opportunity 2 LP

By: cw opportunity 2 gp llc, its general partner

by: mcp gp holdings llc, its sole member

CW Opportunity LLC

by: magnetar financial llc, its manager

Longhorn Special Opportunities Fund LP

By: magnetar longhorn gp llc, its general partner

by: magnetar financial llc, its managing member

Magnetar ACFI Strategic Ventures 2 LLC

By: magnetar financial llc, its manager

Magnetar ACFI Strategic Ventures LLC

by: magnetar financial llc, its manager

Magnetar AI Opportunity LLC

by: magnetar financial llc, its manager

Magnetar AI Ventures Fund LP

by: magnetar ai ventures gp llc, its general partner

By: mcp gp holdings llc, its SOLE MEMBER

Magnetar Alpha Star Fund LLC

bY: mAGNETAR ALPHA STAR MM LLC, ITS MANAGER

by: mcp gp holdings llc, its sole member

Magnetar Capital Fund II LP

BY: MAGNETAR CAPITAL FUND ii gp llc, its general partner

by: mcp gp holdings llc, its sole member

Magnetar Capital Master Fund, Ltd

Magnetar Capital Partners LP

By: supernova management llc, its general partner

Magnetar Constellation Fund, Ltd.

Magnetar Constellation Master Fund, Ltd

Magnetar Financial (UK) LLP

Magnetar Investment APPK LP

by: Magnetar investment appk gp llc, its general partner

By: mcp gp holdings LLC, its sole member

Magnetar Investment Opportunity Series Fund LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Lake Credit Fund LLC

By: Magnetar financial llc, its manager

Magnetar Longhorn Fund LP

by: magnertar longhorn gp llc, its general partner

By: magnetar financial llc, its managing MEMBER

Magnetar Opportunity 8 lp

By: magnetar opportunity 8 gp llc, its general partner

by: MCP GP Holdings llc, its sole member

Magnetar Opportunity A ltd

Magnetar Opportunity 2025-2 LP

by: magnetar opportunity 2025-2 gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Opportunity 2025-3 LP

by: magnetar opportunity 2025-3 gp llc, its general partner

by: mcp gp holdings llc, its SOLE MEMBER

Magnetar Opportunity 2025-4 LP

BY: mAGNETAR OPPORTUNITY 2025-4 GP LLC, its general partner

by: MCP GP Holdings LLC, its SOLE MEMBER

Magnetar Opportunity 2025-A LLC

By: magnetar financial llc, its manager

Magnetar Opportunity 5 LP

BY: MAGNETAR OPPORTUNITY 5 GP LLC, its general partner

by: MCP GP HOLDINGS, ITS SOLE MEMBER

Magnetar Opportunity 6 LP

by: magnetar opportunity 6 GP llc, its general partner

by: mcp gp holdings llc, its sole member

Magnetar Opportunity 7 LP

by: magnetar opportuniyt 7 gp llc, its general partner

By: mcp gp holdings llc, its sole member

Magnetar Special Situations Fund LP

by: magnetar special situations gp llc, ITS GENERAL PARTNER

by: mcp gp holdings llc, its SOLE MEMBER

Magnetar Special Situations Master Fund Ltd

Magnetar Structured Credit Fund, LP DBA Constellation onshore fund

By: Magnetar financial llc, its general partner

Magnetar Waterfront Alternative Credit Fund LLC

by: magnetar waterfront alternative credit mm llc, its manager

By: mcp gp holdings llc, its sole member

Magnetar Waterfront Series A LLC

by: magnetar waterfront Alternative credit fund llc, its sole member

by: magnetar waterfront alternative credit mm llc, its manager

By: mcp gp holdings llc, its sole member

Magnetar Waterfront Series C LLC

by: magnetar waterfront alternative credit fund llc, its sole member

by: magnetar waterfront alternative credit mm llc, its manager

BY: mcp gp holdings llc, ITS sole member

Magnetar Xing He Fund LLC

bY: MAGNETAR FINANCIAL LLC, ITS MANAGER

Magnetar Xing He Master Fund Ltd

MCP Investing LLC

Mustang Opportunities Fund LP

by: Mustang opportunities gp llc, its general partner

bY: mcp gp holdings llc, ITS sole member

Purpose Alternative Credit Fund – F LLC

by: magnetar purpose mm llc, its manager

BY: mcp gp holdings llc, its sole member

Purpose Alternative Credit Fund – T LLC

by: magnetar purpose mm llc, its manager

BY: mcp gp holdings llc, its sole member

Realta Investments Ireland Designated Activity Company

Series 1, A Series of Astrum Partners II LP

by: astrum partners gp llc, its general partner

bY: mcp gp holdings llc, ITS sole member

Series 2, A Series of Astrum Partners II LP

by: astrum partners gp llc, its general partner

BY: mcp gp holdings llc, ITS sole member

Series 2026-1, a Series of Magnetar Investment Opportunity Series Fund LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, ITS sole member

Series 2026-2, a Series of Magnetar Investment Opportunity Series FUND LP

by: magnetar investment opportunity series gp llc, its general partner

By: mcp gp holdings llc, ITS sole member

Exhibit B

Resolutions of the Board of Directors of Neostellar Capital Corp. (the “Fund”)

WHEREAS, the Board deems it advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) 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 promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder; now therefore be it

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute, and cause to be filed with the Commission an Application for an order of exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act; and be it further

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and be it further

RESOLVED, that any and all actions previously taken by the Fund 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, approved and adopted in all respects as and for the acts and deeds of the Fund.

Adopted July 15, 2026

Exhibit C

Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications Identified as Substantially Identical Under Rule 0-5(e)(3)

File No. 812-15805812-

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)

______________________

In the Matter of the Application of:

BLUEROCK PRIVATE REAL ESTATE FUND, BLUEROCK HIGH INCOME INSTITUTIONAL CREDIT FUND, BLUEROCK FUND ADVISOR, LLC AND BLUEROCK CREDIT FUND ADVISOR, LLC

NEOSTELLAR CAPITAL CORP., NEOSTELLAR ADVISORS LLC, GSV CAPITAL LENDING, LLC, SURO CAPITAL SPORTS, LLC, SRCI ADVISORS, LLC, GSVC AE HOLDINGS, INC., GSVC AV HOLDINGS, INC., GSVC SW HOLDINGS, INC., GSVC SVDS HOLDINGS, INC.,

640 Fifth Avenue, 12th Floor

919 Third Avenue, 40th Floor
New York, NY 10022
(212) 843 -160110019

(212) 931-6331

Magnetar financial llc, magnetar asset management llc, Astrum Partners II LP, Series I, a series of Astrum Partners LLC, Series VII, a series of Astrum Partners LLC, Series XI, a series of Astrum Partners LLC, Astrum Partners LLC, Series XV, Astrum Partners LLC, Series XVIII, CW Credit Opportunity 2 LP, CW Opportunity 2 LP, CW Opportunity LLC, Longhorn Special Opportunities Fund LP, Magnetar ACFI Strategic Ventures 2 LLC, Magnetar ACFI Strategic Ventures LLC, Magnetar AI Opportunity LLC, Magnetar AI Ventures Fund LP, Magnetar Alpha Star Fund LLC, Magnetar Capital Fund II LP, Magnetar Capital Master Fund, Ltd, Magnetar Capital Partners LP, Magnetar Constellation Fund, Ltd., Magnetar Constellation Master Fund, Ltd, Magnetar Financial (UK) LLP, Magnetar Investment APPK LP, Magnetar Investment Opportunity Series Fund LP, Magnetar Lake Credit Fund LLC, Magnetar Longhorn Fund LP, Magnetar Opportunity 8 LP, Magnetar Opportunity A Ltd, Magnetar Opportunity 2025-2 LP, Magnetar Opportunity 2025-3 LP, Magnetar Opportunity 2025-4 LP, Magnetar Opportunity 2025-A LLC, Magnetar Opportunity 5 LP, Magnetar Opportunity 6 LP, Magnetar Opportunity 7 LP, Magnetar Special Situations Fund LP, Magnetar Special Situations Master Fund Ltd, Magnetar Structured Credit Fund, LP DBA Constellation onshore fund, Magnetar Waterfront Alternative Credit Fund LLC, Magnetar Waterfront Series A LLC, Magnetar Waterfront Series C LLC, Magnetar Xing He Fund LLC, Magnetar Xing He Master Fund Ltd, MCP Investing LLC, Mustang Opportunities Fund LP, Purpose Alternative Credit Fund – F LLC, Purpose Alternative Credit Fund – T LLC, Realta Investments Ireland Designated Activity Company, Series 1, A Series of Astrum Partners II LP, Series 2, A Series of Astrum Partners II LP, Series 2026-1, a Series of Magnetar Investment Opportunity Series FUND LP, Series 2026-2, a Series of Magnetar Investment Opportunity Series FUND LP

1603 Orrington Avenue, 13th Floor

Evanston, IL 60201

(847) 905-4400

AMENDMENT NO. 4 TO THE 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 INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

All Communications, Notices and Orders to:

Jason Emala, Esq.
Bluerock Asset Management, LLC
919 Third Avenue, 40th Floor
New York, NY 10022
Telephone: (212) 843-1601

Mark D. Klein

Allison Green

Neostellar Capital Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019

(212) 931-6331

agreen@neostellaradvisors.com

mklein@neostellaradvisors.com

Karl Wachter, Esq.

Michael L. Butler, Esq.

Magnetar Financial LLC

1603 Orrington Avenue, 13th Floor

Evanston, IL 60201

(847) 905-4400

karl.wachter@magnetar.com

mike.butler@magnetar.com

Copies to:

Nicole Simon
Stradley Ronon Stevens & Young, LLP
100 Park Avenue, Suite 2000
New York, NY 10017
Telephone: (212) 812-4137

Anne G. Oberndorf, Esq.

Payam Siadatpour, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, N.W., Suite 700

Washington, D.C. 20001

(202) 383-0100

anne.oberndorf@eversheds-sutherland.com

payam.siadatpour@eversheds-sutherland.com

Clifford R. Cone, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

(212) 839-5300

cliff.cone@sidley.com

June 8August 3, 2026

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

· Bluerock Private Real Estate Fund (“BPRE”), an externally managed, non-diversified closed-end management investment company registered under the 1940 Act and listed on the New York Stock Exchange;

· Bluerock High Income Institutional Credit Fund (“HI” and, together with BPRE, the “Existing Regulated Funds”), an externally managed, non-diversified closed-end management investment company registered under the 1940 Act;

· Bluerock Fund Advisor, LLC and its successors²(“BFA”), an indirect, majority-owned subsidiary of BAM (as defined below) and the investment adviser to BPRE. BFA is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”);

· Bluerock Credit Fund Advisor, LLC and its successors (“CFA” and, together with the Existing Regulated Funds and BFA, the “Applicants”), an indirect, majority-owned subsidiary of BAM and the investment adviser to HI.³CFA is registered with the SEC as an investment adviser under the Advisers Act.

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁴ and one or more Affiliated Entities⁵ to engage in Co-Investment Transactions⁶ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”⁷ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

The Existing Regulated Fund (formerly known as SuRo Capital Corp., Sutter Rock Capital Corp., and GSV Capital Corp.) was incorporated in Maryland on January 6, 2011, and commenced operations upon completion of its initial public offering in May 2011. The Existing Regulated Fund elected to be regulated as a BDC under the 1940 Act upon completion of its initial public offering in May 2011 and operates as a closed-end non-diversified management investment company. The Existing Regulated Fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and intends to continue to make such election in the future. The Existing Regulated Fund’s principal place of business is 640 Fifth Avenue, 12th Floor, New York, NY 10019.

The Existing Regulated Fund’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments and, to a lesser extent, income from debt investments. The Existing Regulated Fund’s business and affairs are managed under the direction of its board of directors (the “Existing Regulated Fund Board” and together with any Future Regulated Fund's board of directors, the “Board”). The Existing Regulated Fund Board consists of seven members, of which five members are not “interested persons” of the Existing Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁹

The Existing Affiliated Funds are investment funds, each of whose investment adviser is an Existing Adviser and each of which would be an investment company but for Sections 3(c)(1), 3(c)(5) or 3(c)(7) of the 1940 Act.¹⁰ A list of the Existing Affiliated Funds and their respective investment adviser is included on Schedule B hereto.

The BDC Adviser serves as the investment adviser of the Existing Regulated Fund and, as identified on Schedule B, an Existing Adviser serves as investment adviser to each of the Existing Affiliated Funds, and an Existing Adviser or another Adviser will serve as the investment adviser to any Future Regulated Fund. On the date of this Application, the clients of the Existing Advisers that intend to rely on this Application are the Existing Regulated Fund and the Existing Affiliated Funds identified on Schedule B hereto.

The BDC Adviser is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. The BDC Adviser’s principal place of business is 640 Fifth Avenue, 12th Floor, New York, NY 10019. Neostellar Administrative Services LLC, an affiliate of the BDC Adviser (the “Administrator”), provides administrative services to the Existing Regulated Fund under an administrative services agreement. The BDC Adviser is jointly owned by Magnetar Holdings LLC (“Magnetar Holdings”) and by a vehicle that is in turn owned and controlled by certain officers of the Existing Regulated Fund. Magnetar Holdings is owned and controlled by Magnetar Capital Partners LP, which is in turn an affiliated entity of Magnetar Financial, Magnetar UK and Magnetar Asset Management.

Magnetar Asset Management is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. Magnetar Financial is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Advisers Act. Magnetar UK is a United Kingdom limited liability partnership and is registered with the Financial Conduct Authority. The principal place of business of Magnetar Asset Management and Magnetar Financial is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201. The principal place of business of Magnetar UK is 25 Great Pulteney Street, 3rd Floor, London W1F 9LT, United Kingdom. Either Magnetar UK or Magnetar Financial serves as the investment adviser to each of the Existing Affiliated Funds.

The investment management business that Magnetar Financial, Magnetar UK and Magnetar Asset Management are a part of is a multi-strategy, multi-product alternative investment platform (“Magnetar”) founded in 2005 with approximately $17.8 billion in assets under management as of December 31, 2025 and approximately 224 professionals globally as of March 31, 2026. Magnetar is headquartered in Evanston, Illinois and operates from offices in New York, London, Menlo Park, and Austin. Magnetar’s investment strategies include alternative credit and fixed income, quantitative investing, and ventures.

Bluerock Asset Management, LLC (“BAM”), a Delaware limited liability company formed in 2022, and/or one or more of its affiliates (collectively with BAM, “Bluerock Control Entities”) have controlling interests in each of the Advisers, and thus may be deemed to indirectly control the Regulated Funds. However, the Bluerock Control Entities are holding companies; they do not currently offer investment advisory services to any person, are not expected to do so in the future, and will not be the source of any Co-Investment Transactions under the requested Order. Accordingly, none of the Bluerock Control Entities have been included as Applicants.

BPRE (formerly, Bluerock Total Income+ Real Estate Fund) is a Delaware statutory trust formed on May 25, 2012. BPRE is registered under the 1940 Act as a closed-end management investment company. BPRE commenced operations on October 22, 2012. BPRE’s common shares commenced trading on the New York Stock Exchange on December 16, 2025. BPRE is currently treated as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

BPRE’s primary investment objective is to generate current income while secondarily seeking long-term capital appreciation with low to moderate volatility and low correlation to the broader markets.

BPRE has a six-member board of trustees (the “BPRE Board”), of which four members are not “interested” persons of BPRE within the meaning of Section 2(a)(19) of the 1940 Act.⁹

HI is a Delaware statutory trust formed on August 19, 2021. HI is registered under the 1940 Act as a closed-end management investment company that operates as an interval fund pursuant to Rule 23c-3 under the 1940 Act. HI commenced operations on June 21, 2022. HI is currently treated as a regulated investment company under Sub-Chapter M of the Code.

HI’s primary investment objective is to generate high current income, while secondarily seeking attractive, long-term risk-adjusted returns, with low correlation to the broader markets.

HI has a six-member board of trustees (the “HI Board’’ and, together with the BPRE Board, and any Future Regulated Fund’s board of directors, the “Board”), of which four members are not “interested” persons of HI within the meaning of Section 2(a)(19) of the 1940 Act.

BFA is a Delaware limited liability company formed on May 11, 2012. BFA is registered with the SEC as an investment adviser under the Advisers Act. BFA is an indirect, majority-owned subsidiary of BAM and serves as investment adviser to BPRE.

CFA is a Delaware limited liability company formed on November 29, 2017. CFA is registered with the SEC as an investment adviser under the Advisers Act. CFA is an indirect, majority-owned subsidiary of BAM and serves as investment adviser to HI.

Under the terms of an investment advisory agreement with BPRE and HI, BFA and CFA, respectively,the Existing Regulated Fund and each Existing Affiliated Fund, as applicable, the Existing Advisers will, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to eachthe Existing Regulated Fund’s and each Existing Affiliated Fund’s officers and directors/trustees/manager regularly.

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

Section 17(d), in relevant part, prohibits an affiliated person, 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 with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹⁰¹¹ in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’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). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to an open-end fund or closed-end fund, or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). BFA and CFA are each majority-owned by BAM,The Existing Advisers are under common control, and are thus affiliated persons of each other.

Accordingly, with respect to BFA and CFAthe Existing Advisers and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with BFA, CFA,an Existing Adviser and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-1 under the 1940 Act.

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹¹¹²

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹²¹³ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹³¹⁴ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁴¹⁵

4. No Remuneration. Any transaction fee¹⁵¹⁶ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a 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) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁶¹⁷

6. Dispositions:

7. Board Oversight

8. Recordkeeping. All information presented to the Board pursuant to the order 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. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).¹⁹²⁰

9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

IV. STATEMENT IN SUPPORT OF RELIEF REQUESTED

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

A. Potential Benefits to the Regulated Funds and their Shareholders

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), 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; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

B. Shareholder Protections

Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-117d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co InvestmentCo-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

V. PRECEDENTS

V. PRECEDENTS

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²⁰²¹ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.