Laurence D. Paredes General Counsel BlackRock Capital Investment Corporation 40 East 52nd Street New York, New York 10022 (212) 810-5800

Raj Vig Managing Director Tennenbaum Capital Partners, LLC 2951 28th Street, Suite 1000 Santa Monica, California 90405 (310) 566-1000

Michael Hoffman Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10019 (212) 735-3000

Margery K. Neale, Esq. P. Jay Spinola, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000

I.

INTRODUCTION

A.

Requested Relief

B.

Applicants Seeking Relief:

•

BlackRock Capital Investment Corporation (“BCIC”), a closed-end, management investment company that has elected to be regulated as a BDC (defined below) under the Act;

•

BlackRock Credit Strategies Fund (“BCSF”), a closed-end non-diversified management investment company registered under the Act;

•

BlackRock Direct Lending Corp. (“BDLC”), a closed-end, management investment company that has elected to be regulated as a BDC (defined below) under the Act;

•

BlackRock Private Investments Fund (“BPIF”), a closed-end non-diversified management investment company registered under the Act;

•

BlackRock TCP Capital Corp. (“TCPC”), a closed-end non-diversified management investment company that has elected to be regulated as a BDC under the Act;

•

Special Value Continuation Partners LLC (“SVCP”), a Wholly-Owned Investment Sub of TCPC, TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC (“TCPC Funding II”), TCPC SBIC, LP (“TCPC SBIC”) and TCPC SBIC GP, LLC (“TCPC SBIC GP”), each of which is an indirect Wholly-Owned Investment Sub of TCPC;

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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	The Applicants intend to amend the Application prior to the issuance of a notice of the filing of the Application by the Commission in order to add additional Existing Affiliated Funds, if any.

•

BlackRock Capital Investment Advisors, LLC (“BlackRock Capital Advisor”), an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”), and its successors;5

•

Tennenbaum Capital Partners, LLC (“TCP”), an investment adviser registered under the Advisers Act, and its successors;

•

SVOF/MM, LLC (“SVOF/MM,” and together with BlackRock Capital Advisor and TCP, the “Existing Advisers”), an investment adviser registered under the Advisers Act, and its successors;

•

BlackRock Advisors, LLC (“BAL”), an investment adviser that is registered under the Advisers Act, and its successors; and

•

The investment vehicles identified in Appendix A, each of which is a separate and distinct legal entity and would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act (the “Existing Affiliated Funds,” and together with BCIC, BCSF, BDLC, BPIF, BPIF Subsidiary, TCPC, SVCP, TCPC Funding, TCPC Funding II, TCPC SBIC, TCPC SBIC GP, BlackRock Capital Advisor, BAL, TCP, and SVOF/MM, the “Applicants”).6

C.

Defined Terms

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5	The term “successor,” as applied to an Adviser (as defined below), means an entity that results from a reorganization into another jurisdiction or change in the type of business organization.

6

The Applicants intend to amend the Application prior to the issuance of a notice of the filing of the Application by the Commission in order to add additional Existing Affiliated Funds, if any. At such time, all existing entities that intend to rely upon the requested Order will be named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the Conditions of the Application.

7	Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in Section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities.

(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 Fund and any Affiliated Fund or other Regulated Fund.

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8

In the case of a Regulated Fund that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a board of directors (or the equivalent), the members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a transaction committee or advisory committee, the committee members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o) and as if the committee members were directors of the fund.

(i)

it trades on a national securities exchange or designated offshore securities market as defined in rule 902(b) under the Securities Act;

(ii)

it is not subject to restrictive agreements with the issuer or other security holders; and

(iii)

it trades with sufficient volume and liquidity (findings as to which are documented by the Advisers to any Regulated Funds holding investments in the issuer and retained for the life of the Regulated Fund) to allow each Regulated Fund to dispose of its entire position remaining after the proposed Disposition within a short period of time not exceeding 30 days at approximately the value (as defined by section 2(a)(41) of the Act) at which the Regulated Fund has valued the investment.

II.

APPLICANTS

A.

BCIC

B.

BlackRock Credit Strategies Fund

C.

BlackRock Direct Lending Corp.

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9	“Managed Assets” means the total assets of BCSF (including any assets attributable to money borrowed for investment purposes) minus the sum of BCSF’s accrued liabilities (other than money borrowed for investment purposes).

D.

BlackRock Private Investments Fund, BPIF Subsidiary

E.

TCPC, SVCP, TCPC Funding, TCPC Funding II, TCPC SBIC, and TCPC SBIC GP

F.

BlackRock Capital Advisor

G.

Tennenbaum Capital Partners, LLC

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10	TCP Capital Corp., et al., Investment Company Act Release Nos. 31670 (June 15, 2015) (notice) and 31712 (July 13, 2015) (order).

H.

SVOF/MM, LLC

I.

BlackRock Advisors, LLC

J.

Existing Affiliated Funds

III.

ORDER REQUESTED

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11	For the avoidance of doubt, BAL will not be treated as an Adviser under the requested Order, but will be subject to Conditions 2(c)(iv), 13 and 14.

A.

Overview

1.

The Investment Process

a.

Identification and Consideration of Investment Opportunities

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12	Investment Teams and Investment Committees responsible for an area of investment may include portfolio managers, analysts and senior management from among one or more of the Advisers.

13

Representatives from each Adviser to a Regulated Fund are members of each Investment Team or Investment Committee, or are otherwise entitled to participate in each meeting of any Investment Team or Investment Committee, that is expected to approve or reject recommended investment opportunities falling within its Regulated Funds’ Objectives and Strategies and Board-Established Criteria. Accordingly, the policies and procedures may provide, for example, that the Adviser will receive the information required under Condition 1 in conjunction with its representatives’ participation in the relevant Investment Team or Investment Committee. The Investment Teams and Investment Committees will keep minutes of their meetings, and such minutes will include reference to the specific investment opportunities considered at the meeting.

b.

Order Placement and Allocation

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14	The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of the Advisers.

c.

Approval of Potential Co-Investment Transactions

 

15

The Advisers will maintain records of all proposed order amounts, Internal Orders and External Submissions in conjunction with Potential Co-Investment Transactions. Each applicable Adviser will provide the Eligible Directors with information concerning the Affiliated Funds’ and Regulated Funds’ order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund’s investments for compliance with the Conditions.

2.

Delayed Settlement

3.

Permitted Follow-On Investments and Approval of Follow-On Investments

a.

Standard Review Follow-Ons

b.

Enhanced Review Follow-Ons

4.

Dispositions

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16	See note 31, below.

a.

Standard Review Dispositions

b.

Enhanced Review Dispositions

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17	See note 29, below.

18

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.

19

However, with respect to an issuer, if a Regulated Fund’s first Co-Investment Transaction is an Enhanced Review Disposition, and the Regulated Fund does not dispose of its entire position in the Enhanced Review Disposition, then before such Regulated Fund may complete its first Standard Review Follow-On in such issuer, the Eligible Directors must review the proposed Follow-On Investment not only on a stand-alone basis but also in relation to the total economic exposure in such issuer (i.e., in combination with the portion of the Pre-Boarding Investment not disposed of in the Enhanced Review Disposition), and the other terms of the investments. This additional review is required because such findings were not required in connection with the prior Enhanced Review Disposition, but they would have been required had the first Co-Investment Transaction been an Enhanced Review Follow-On.

5.

Use of Wholly-Owned Investment Subs

B.

Applicable Law

1.

Section 17(d) and Section 57(a)(4)

•

Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C); or

•

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);20 or any person who is an affiliated person of any of the forgoing within the meaning of Section 2(a)(3)(C) or (D).

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20

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.

2.

Rule 17d-1

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21

See, e.g., SEC Rel. No. IC-4697 (Sept. 8, 1966) (“For purposes of Section 2(a)(3)(C), affiliation based upon control would depend on the facts of the given situation, including such factors as extensive interlocks of officers, directors or key personnel, common investment advisers or underwriters, etc.”); Lazard Freres Asset Management, SEC No-Action Letter (pub. avail. Jan. 10, 1997) (“While, in some circumstances, the nature of an advisory relationship may give an adviser control over its client’s management or policies, whether an investment company and another entity are under common control is a factual question…“). Depending on the nature of an Adviser’s sub-advisory role with an Affiliated Fund, it could be deemed to control such Affiliated Fund, which would necessitate the requested relief.

C.

Need for Relief

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22	See Protecting Investors: A Half-Century of Investment Company Regulation, 1504 Fed. Sec. L. Rep., Extra Edition (May 29, 1992) at 488 et seq.

23	Securities and Exchange Commission v. Talley Industries, Inc., 399 F.2d 396, 405 (2d Cir. 1968), cert. denied, 393 U.S. 1015 (1969).

24	H.Rep. No. 96-1341, 96th Cong., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827.

D.

Precedents

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25

See, e.g., Yieldstreet Prism Fund Inc., et al., (File No. 812-15038) Investment Company Act Rel. Nos. 34050 (October 15, 2020) (notice) and 34090 (November 10, 2020) (order); Rand Capital Corporation, et al., (File No. 812-15108) Investment Company Act Rel. Nos. 34006 (September 11, 2020) (notice) and 34046 (October 7, 2020) (order); 1WS Credit Income Fund, et al., (File No. 812-14997) Investment Company Act Rel. Nos. 33959A (September 4, 2020) (notice) and 34036 (September 30, 2020) (order); Morgan Stanley Direct Lending Fund, et al., (File No. 812-15057) Investment Company Act Rel. Nos. 33958A (August 28, 2020) (notice) and 34016 (September 18, 2020) (order); FS Global Credit Opportunities Fund, et al., (File No. 812-14987) Investment Company Rel. Nos. 33927 (July 15, 2020) (notice) and 33968 (August 11, 2020) (order); Runway Growth Credit Fund, Inc., et al., (File No. 812-15105) Investment Company Act Rel. Nos. 33925 (July 13, 2020) (notice) and 33967 (August 10, 2020) (order); OFS Capital Corp., et al., (File No. 812-14909) Investment Company Act Rel. Nos. 33922 (July 8, 2020) (notice) and 33962 (August 4, 2020) (order); Conversus Stepstone Private Markets, et al., (File No. 812-15072) Investment Company Act Rel. Nos. 33913 (June 25, 2020) (notice and 33930 (July 21, 2020) (order); Veragon Capital Corporation, et al., (File No. 812-15059) Investment Company Act Rel. Nos. 33867 (May 18, 2020) (notice) and 33892 (June 15, 2020) (order); FS Credit Income Fund, et al.,  (File No. 812-14905) Investment Company Act Rel. Nos. 33838 (April 22, 2020) (notice) and 33871 (May 19, 2020) (order); Invesco Advisers, Inc., et al., (File No. 812-15061) Investment Company Act Rel. Nos. 33844 (April 21, 2020) (notice) and 33870 (May 19, 2020) (order); Great Elm Capital Corp., et al., (File No. 812-15019) Investment Company Act Rel. Nos. 33839 (April 15, 2020) (notice) and 33864 ( May 12, 2020) (order); AIP Private Equity Opportunities Fund I A LP, et al., (File No. 812-15047) Investment Company Act Rel. Nos. 33818 (March 16, 2020) (notice) and 33850 (April 22, 2020) (order); Kayne Anderson MLP/Midstream Investment Company, et al., (File No. 812-14940) Investment Company Act Rel. Nos. 33742 (January 8, 2020) (notice) and 33798 (February 4, 2020) (order); Prospect Capital Corporation, et al., (File No. 812-14977) Investment Company Act Rel. Nos. 33716 (December 16, 2019) (notice) and 33745 (January 13, 2020) (order); New Mountain Finance Corporation, et al., (File No. 812-15030) Investment Company Act Rel. Nos. 33624 (Sept. 12, 2019) (notice) and 33656 (Oct. 8, 2019) (order); Nuveen Churchill BDC LLC, et al., (File No. 812-14898) Investment Company Act Rel. Nos. 33475 (May 15, 2019) (notice) and 33503 (June 7, 2019) (order); Pharos Capital BDC, Inc., et al., (File No. 812-14891) Release No. IC-33372 (February 8, 2019) (notice), Release No. IC-33394 (March 11, 2019) (order), Stellus Capital Investment Corporation, et al., (File No. 812-14855) Release No. IC-33289 (November 6, 2018) (notice), Release No. IC-33316 (December 4, 2018) (order); THL Credit, Inc., et al. (File No. 812-14807) Investment Company Act Rel. Nos. 33213 (August 24, 2018) (notice) and 33239 (September 19, 2018) (order); AB Private Credit Investors Corp., et al., (File No. 812-14925) Investment Company Act Rel. Nos. 33152 (July 9, 2018) (notice) and 33191 (August 6, 2018) (order); Blackstone / GSO Floating Rate Enhanced Income Fund, et al., (File No. 812-14835) Investment Company Act Rel. Nos. 33149 (July 6, 2018) (notice) and 33186 (July 31, 2018); Benefit Street Partners BDC, Inc., et al., (File No. 812-14601) Investment Company Act Rel. Nos. 33068 (April 6, 2018) (notice) and 33090 (May 1, 2018) (order); Triloma EIG Energy Income Fund, et al., (File No. 812-14848) Investment Company Act Rel. Nos. 33047 (March 14, 2018) (notice) and 33070 (April 10, 2018) (order); Corporate Capital Trust, Inc., et al., (File No. 812-14882) Investment Company Act Rel. Nos. 33043 (March 8, 2018) (notice) and 33064 (April 3, 2018) (order); Alcentra Capital Corporation, et al., (File No. 812-14760) Investment Company Act Rel. Nos. 33038 (February 28, 2018) (notice) and 33059 (March 27, 2018) (order); TriplePoint Venture Growth BDC Corp., et al., (File No. 812-14773) Investment Company Act Rel. Nos. 33037 (February 28, 2018) (notice) and 33060 (March 28, 2018) (order); Bain Capital Specialty Finance, Inc., et al., (File No. 812-14766) Investment Company Act Rel. Nos. 33031 (February 23, 2018) (notice) and 33051 (March 22, 2018) (order); Guggenheim Credit Income Fund, et al., (File No. 812-14831) Investment Company Act Rel. Nos. 32960 (January 3, 2018) (notice) and 32996 (January 30, 2018) (order); TCG BDC, Inc., et al., (File No. 812-14798) Investment Company Act Rel. Nos. 32945 (December 20, 2017) (notice) and 32969 (January 17, 2018) (order).

IV.

STATEMENT IN SUPPORT OF RELIEF REQUESTED

A.

Potential Benefits

B.

Protective Representations and Conditions

V.

CONDITIONS

1.

Identification and Referral of Potential Co-Investment Transactions.

(a)

The Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that each Adviser is promptly notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of any Regulated Fund the Adviser manages.

(b)

When an Adviser to a Regulated Fund is notified of a Potential Co-Investment Transaction under Condition 1(a), the Adviser will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Fund’s then-current circumstances.26

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26	BAL and any investment adviser to a Sub-Advised Fund will not be the source of any Potential Co-Investment Transactions under the requested Order.

2.

Board Approvals of Co-Investment Transactions.

(a)

If the Adviser deems a Regulated Fund’s participation in any Potential Co-Investment Transaction to be appropriate for the Regulated Fund, it will then determine an appropriate level of investment for the Regulated Fund.

(b)

If the aggregate amount recommended by the Advisers to be invested in the Potential Co-Investment Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above. Each Adviser to a participating Regulated Fund will promptly notify and provide the Eligible Directors with information concerning the Affiliated Funds’ and Regulated Funds’ order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund’s investments for compliance with these Conditions.

(c)

After making the determinations required in Condition 1(b) above, each Adviser to a participating Regulated Fund will distribute written information concerning the Potential Co-Investment Transaction (including the amount proposed to be invested by each participating Regulated Fund and each participating Affiliated Fund) to the Eligible Directors of its participating Regulated Fund(s) for their consideration. A Regulated Fund will enter into a Co-Investment Transaction with one or more other Regulated Funds or Affiliated Funds only if, prior to the Regulated Fund’s participation in the Potential Co-Investment Transaction, a Required Majority concludes that:

(i)

the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its equity holders and do not involve overreaching in respect of the Regulated Fund or its equity holders on the part of any person concerned;

(ii)

the transaction is consistent with:

(A)

the interests of the Regulated Fund’s equity holders; and

(B)

the Regulated Fund’s then-current Objectives and Strategies;

(iii)

the investment by any other Regulated Fund(s) or Affiliated Fund(s) would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from, or less advantageous than, that of any other Regulated Fund(s) or Affiliated Fund(s) participating in the transaction; provided that the Required Majority shall not be prohibited from reaching the conclusions required by this Condition 2(c)(iii) if:

(A)

the settlement date for another Regulated Fund or an Affiliated Fund in a Co-Investment Transaction is later than the settlement date for the Regulated Fund by no more than ten business days or earlier than the settlement date for the Regulated Fund by no more than ten business days, in either case, so long as: (x) the date on which the commitment of the Affiliated Funds and Regulated Funds is made is the same; and (y) the earliest settlement date and the latest settlement date of any Affiliated Fund or Regulated Fund participating in the transaction will occur within ten business days of each other; or

(B)

any other Regulated Fund or Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio company’s board of directors, the right to have a board observer or any similar right to participate in the governance or management of the portfolio company so long as: (x) the Eligible Directors will have the right to ratify the selection of such director or board observer, if any; (y) the Adviser agrees to, and does, provide periodic reports to the Regulated Fund’s Board with respect to the actions of such director or the information received by such board observer or obtained through the exercise of any similar right to participate in the governance or management of the portfolio company; and (z) any fees or other compensation that any other Regulated Fund or Affiliated Fund or any affiliated person of any other Regulated Fund or Affiliated Fund receives in connection with the right of one or more Regulated Funds or Affiliated Funds to nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among any participating Affiliated Funds (who may, in turn, share their portion with their affiliated persons) and any participating Regulated Fund(s) in accordance with the amount of each such party’s investment; and

(iv)

the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect27 financial benefit to any Advisers, any other Regulated Fund, the Affiliated Funds or any affiliated person of any of them (other than the parties to the Co-Investment Transaction), except (A) to the extent permitted by Condition 14, (B) to the extent permitted by Section 17(e) or 57(k), as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the Co-Investment Transaction, or (D) in the case of fees or other compensation described in Condition 2(c)(iii)(B)(z).

3.

Right to Decline. Each Regulated Fund has the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed.

4.

General Limitation. Except for Follow-On Investments made in accordance with Conditions 8 and 9 below,28 a Regulated Fund will not invest in reliance on the Order in any issuer in which a Related Party has an investment.

5.

Same Terms and Conditions. A Regulated Fund will not participate in any Potential Co-Investment Transaction unless (i) the terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights (if any) will be the same for each participating Regulated Fund and Affiliated Fund and (ii) the earliest settlement date and the latest settlement date of any participating Regulated Fund or Affiliated Fund will occur as close in time as practicable and in no event more than ten business days apart. The grant to one or more Regulated Funds or Affiliated Funds, but not the respective Regulated Fund, of the right to nominate a director for election to a portfolio company’s board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this Condition 5, if Condition 2(c)(iii)(B) is met.

6.

Standard Review Dispositions.

(a)

General. If any Regulated Fund or Affiliated Fund elects to sell, exchange or otherwise dispose of an interest in a security and one or more Regulated Funds and Affiliated Funds have previously participated in a Co-Investment Transaction with respect to the issuer, then:

(i)

the Adviser to such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time; and

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27	For example, procuring the Regulated Fund’s investment in a Potential Co-Investment Transaction to permit an affiliate to complete or obtain better terms in a separate transaction would constitute an indirect financial benefit.

28	This exception applies only to Follow-On Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments.

(ii)

the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition.

(b)

Same Terms and Conditions. Each Regulated Fund will have the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds and any other Regulated Fund.

(c)

No Board Approval Required. A Regulated Fund may participate in such a Disposition without obtaining prior approval of the Required Majority if:

(i)

(A) the participation of each Regulated Fund and Affiliated Fund in such Disposition is proportionate to its then-current holding of the security (or securities) of the issuer that is (or are) the subject of the Disposition;29 (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such Dispositions on a pro rata basis (as described in greater detail in the Application); and (C) the Board of the Regulated Fund is provided on a quarterly basis with a list of all Dispositions made in accordance with this Condition; or

(ii)

each security is a Tradable Security 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.

(d)

Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that it is in the Regulated Fund’s best interests.

7.

Enhanced Review Dispositions.

(a)

General. If any Regulated Fund or Affiliated Fund elects to sell, exchange or otherwise dispose of a Pre-Boarding Investment in a Potential Co-Investment Transaction and the Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer:

(i)

the Adviser to such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time;

(ii)

the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition; and

(iii)

the Advisers will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds and Affiliated Funds, including the terms of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.

(b)

Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors, and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that:

 

29	In the case of any Disposition, proportionality will be measured by each participating Regulated Fund’s and Affiliated Fund’s outstanding investment in the security in question immediately preceding the Disposition.

(i)

the Disposition complies with Condition 2(c)(i), (ii), (iii)(A), and (iv).

(ii)

the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes.

(c)

Additional Requirements: The Disposition may only be completed in reliance on the Order if:

(i)

Same Terms and Conditions. Each Regulated Fund has the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds and any other Regulated Fund;

(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;

(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 Regulated Fund’s or Affiliated Fund’s holding of a different class of securities (including for this purpose a security with a different maturity date) is immaterial30 in amount, including immaterial relative to the size of the issuer; and (y) the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and

(v)

No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

8.

Standard Review Follow-Ons.

(a)

General. If any Regulated Fund or Affiliated Fund desires to make a Follow-On Investment in an issuer and the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer or, if such participant is an Affiliated Fund, is not invested in the issuer:

(i)

the Adviser to each such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time; and

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30

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.

(ii)

the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund.

(b)

No Board Approval Required. A Regulated Fund may participate in the Follow-On Investment without obtaining prior approval of the Required Majority if:

(i)

(A) the proposed participation of each Regulated Fund and each Affiliated Fund in such investment is proportionate to its outstanding investments in the issuer or the security at issue, as appropriate,31 immediately preceding the Follow-On Investment; and (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in Follow-On Investments on a pro rata basis (as described in greater detail in this Application); or

(ii)

it is a Non-Negotiated Follow-On Investment.

(c)

Standard Board Approval. In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority makes the determinations set forth in Condition 2(c). If the only previous Co-Investment Transaction with respect to the issuer was an Enhanced Review Disposition the Eligible Directors must complete this review of the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total economic exposure and other terms of the investment.

(d)

Allocation. If, with respect to any such Follow-On Investment:

(i)

the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds’ and the Affiliated Funds’ outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On Investment; and

(ii)

the aggregate amount recommended by the Advisers to be invested in the Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, then the Follow-On Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above.

(e)

Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.

9.

Enhanced Review Follow-Ons.

(a)

General. If any Regulated Fund or Affiliated Fund desires to make a Follow-On Investment in an issuer that is a Potential Co-Investment Transaction and the Regulated Funds and Affiliated Funds holding investments in the issuer have not previously participated in a Co-Investment Transaction with respect to the issuer or, if such participant is an Affiliated Fund, is not invested in the issuer:

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31

To the extent that a Follow-On Investment opportunity is in a security or arises in respect of a security held by the participating Regulated Funds and Affiliated Funds, proportionality will be measured by each participating Regulated Fund’s and Affiliated Fund’s outstanding investment in the security in question immediately preceding the Follow-On Investment using the most recent available valuation thereof. To the extent that a Follow-On Investment opportunity relates to an opportunity to invest in a security that is not in respect of any security held by any of the participating Regulated Funds or Affiliated Funds, proportionality will be measured by each participating Regulated Fund’s and Affiliated Fund’s outstanding investment in the issuer immediately preceding the Follow-On Investment using the most recent available valuation thereof.

(i)

the Adviser to each such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time;

(ii)

the Adviser to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund; and

(iii)

the Advisers will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds and Affiliated Funds, including the terms of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.

(b)

Enhanced Board Approval. The Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors, and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority reviews the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total economic exposure and other terms and makes the determinations set forth in Condition 2(c). In addition, the Follow-On Investment may only be completed in reliance on the Order if the Required Majority of each participating Regulated Fund determines that the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable. The basis for the Board’s findings will be recorded in its minutes.

(c)

Additional Requirements. The Follow-On Investment may only be completed in reliance on the Order if:

(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 Regulated Fund’s or Affiliated Fund’s holding of a different class of securities (including for this purpose a security with a different maturity date) is immaterial in amount, including immaterial relative to the size of the issuer; and (y) the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and

(iv)

No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

(d)

Allocation. If, with respect to any such Follow-On Investment:

(i)

the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds’ and the Affiliated Funds’ outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On Investment; and

(ii)

the aggregate amount recommended by the Advisers to be invested in the Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, then the Follow-On Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above.

(e)

Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.

10.

Board Reporting, Compliance and Annual Re-Approval.

(a)

Each Adviser to a Regulated Fund will present to the Board of each Regulated Fund, on a quarterly basis, and at such other times as the Board may request, (i) a record of all investments in Potential Co-Investment Transactions made by any of the other Regulated Funds or any of the Affiliated Funds during the preceding quarter that fell within the Regulated Fund’s then-current Objectives and Strategies and Board-Established Criteria that were not made available to the Regulated Fund, and an explanation of why such investment opportunities were not made available to the Regulated Fund; (ii) a record of all Follow-On Investments in and Dispositions of investments in any issuer in which the Regulated Fund holds any investments by any Affiliated Fund or other Regulated Fund during the prior quarter; and (iii) all information concerning Potential Co-Investment Transactions and Co-Investment Transactions, including investments made by other Regulated Funds or Affiliated Funds that the Regulated Fund considered but declined to participate in, so that the Independent Directors, may determine whether all Potential Co-Investment Transactions and Co-Investment Transactions during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the Conditions.

(b)

All information presented to the Regulated Fund’s Board pursuant to this Condition will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its staff.

(c)

Each Regulated Fund’s chief compliance officer, as defined in rule 38a-1(a)(4), will prepare an annual report for its Board each year that evaluates (and documents the basis of that evaluation) the Regulated Fund’s compliance with the Conditions of the Application and the procedures established to achieve such compliance. In the case of a BDC Downstream Fund that does not have a chief compliance officer, the chief compliance officer of the BDC that controls the BDC Downstream Fund will prepare the report for the relevant Independent Party.

(d)

The Eligible Directors will consider at least annually: (i) the continued appropriateness for the Regulated Fund of participating in new and existing Co-Investment Transactions; and (ii) the continued appropriateness of any Board-Established Criteria.

11.

Record Keeping. Each Regulated Fund will maintain the records required by Section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these Conditions were approved by the Required Majority under Section 57(f).

12.

Director Independence. No Independent Director (including the non-interested members of any Independent Party) of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise be an “affiliated person” (as defined in the Act) of any Affiliated Fund.

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 any 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.

14.

Transaction Fees.32 Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k)) received in connection with any Co-Investment Transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will earn a competitive rate of interest that will also be divided pro rata among the participants. None of the Advisers, the Affiliated Funds, the 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 Regulated Fund(s) or Affiliated Fund(s) and its Adviser.

15.

Independence. If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares in the same percentages as the Regulated Fund’s other shareholders (not including the Holders) when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Board’s composition, size or manner of election.

VI.

PROCEDURAL MATTERS

1.

Communications

Laurence D. Paredes General Counsel BlackRock Capital Investment Corporation 40 East 52nd Street New York, NY 10022 (212) 810-5800

Raj Vig Managing Director Tennenbaum Capital Partners, LLC 2951 28th Street, Suite 1000 Santa Monica, California 90405 (310) 566-1000

---

32	Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.

Michael Hoffman Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10019 (212) 735-3000

Margery K. Neale, Esq. P. Jay Spinola, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000

2.

Authorization

	BLACKROCK CAPITAL INVESTMENT CORPORATION
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	General Counsel

	BLACKROCK CREDIT STRATEGIES FUND
	By:	/s/ John M. Perlowski
	Name:	John M. Perlowski
	Title:	President

	BLACKROCK DIRECT LENDING CORP.
	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Chief Executive Officer and Director

BLACKROCK PRIVATE INVESTMENTS FUND

	By:	/s/ John M. Perlowski
	Name:	John M. Perlowski
	Title:	President

	BPIF SUBSIDIARY, LLC
	By:	/s/ John M. Perlowski
	Name:	John M. Perlowski
	Title:	President

	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

	BLACKROCK ADVISORS, LLC
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

	MIDDLE MARKET SENIOR FUND, L.P.
	By:	MIDDLE MARKET SENIOR FUND (GENPAR), LLC
	By:	BLACKROCK FINANCIAL MANAGEMENT, INC., its sole member
	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Managing Director

1824 PRIVATE EQUITY FEEDER, L.P., 1824 PRIVATE EQUITY FUND, L.P., 1885 PRIVATE OPPORTUNITIES FUND, L.P., ABR PEP I, LTD., ABR PEP II, LTD., APO GLOBAL HEALTHCARE CAYMAN, LTD., APO GLOBAL HEALTHCARE HOLDCO SCSP, BEL45 PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK 2019 EVERGREEN PRIVATE OPPORTUNITIES FEEDER SCSP, BLACKROCK 2019 EVERGREEN PRIVATE OPPORTUNITIES MASTER SCSP, BLACKROCK APO GLOBAL HEALTHCARE PRIVATE EQUITY FUND, S.C.A. SICAV-RAIF, BLACKROCK ASF PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND II, L.P., BLACKROCK ERI PRIVATE OPPORTUNITIES FEEDER SCSP, BLACKROCK ERI PRIVATE OPPORTUNITIES MASTER SCSP, BLACKROCK GEMINI II PRIVATE OPPORTUNITIES FUND, LP, BLACKROCK GEMINI PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK GROWTH EQUITY FUND AGGREGATOR LP, BLACKROCK GROWTH EQUITY FUND LP, BLACKROCK GROWTH EQUITY FUND (LUX) SCSP, BLACKROCK GROWTH EQUITY FUND HOLDINGS (LUX) SCSP, BLACKROCK GSA PRIVATE OPPORTUNITIES FEEDER FUND, L.P., BLACKROCK GSA PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK HAJAR FEEDER FUND, L.P., BLACKROCK HAJAR FUND, L.P., BLACKROCK HEALTHCARE OPPORTUNITIES FUND (DELAWARE), L.P., BLACKROCK HEALTHCARE OPPORTUNITIES FUND, L.P., BLACKROCK HEARTLAND PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK INVERWOOD PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK JI PRIVATE EQUITY SOLUTIONS, L.P., BLACKROCK MCKINNEY OPPORTUNITIES FUND CAYMAN, LTD., BLACKROCK MD POF CAYMAN, LTD., BLACKROCK MD PRIVATE OPPORTUNITIES FEEDER FUND, L.P., BLACKROCK MD PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK MSV PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK PRIVATE EQUITY CO-INVESTMENTS 2021 AGGREGATOR LP,

	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	/s/ Laurence D. Paredes
	Laurence D. Paredes
	Managing Director

	BLACKROCK TCP CAPITAL CORP.
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Chief Executive Officer and Director

	SPECIAL VALUE CONTINUATION PARTNERS LLC
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Chief Executive Officer and Director

	TENNENBAUM CAPITAL PARTNERS, LLC
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

TENNENBAUM OPPORTUNITIES PARTNERS V, LP, TENNENBAUM OPPORTUNITIES FUND V, LLC, SVOF/MM, LLC, TENNENBAUM HEARTLAND CO-INVEST, LP, SEB DIP INVESTOR, LP, SPECIAL VALUE EXPANSION FUND, LLC, SPECIAL VALUE OPPORTUNITIES FUND, LLC, TCP DIRECT LENDING FUND VIII-S, LLC, TCP DIRECT LENDING FUND VIII-T, LLC, TCP DLF VIII 2018 CLO LLC, TCP ENHANCED YIELD FUNDING I, LLC, TCP RAINIER, LLC, TCP DIRECT LENDING FUND VIII, LLC, TCP DIRECT LENDING FUND VIII-L, LLC, TCP DIRECT LENDING FUND VIII-A, LLC, TCPC SBIC, LP, TENNENBAUM ENERGY OPPORTUNITIES CO., LLC, TENNENBAUM ENERGY OPPORTUNITIES FUND, LP, TENNENBAUM ENHANCED YIELD FUND I, LLC, TENNENBAUM OPPORTUNITIES FUND VI, LLC, TCP WATERMAN FUND, LLC, TENNENBAUM SENIOR LOAN FUND III, LP, TENNENBAUM SENIOR LOAN FUNDING III, LLC, TENNENBAUM SENIOR LOAN FUND IV-A, LP, TENNENBAUM SENIOR LOAN FUND IV-B, LP, TENNENBAUM SPECIAL SITUATIONS FUND IX, LLC, TENNENBAUM SPECIAL SITUATIONS FUND IX-A, LLC,  TENNENBAUM SPECIAL SITUATIONS FUND IX-S, L.P., TENNENBAUM SENIOR LOAN FUND II, LP, TENNENBAUM SENIOR LOAN FUND V, LLC, TCPC FUNDING I, LLC, TCPC FUNDING II, LLC, TENNENBAUM ENHANCED YIELD OPERATING I, LLC, TCP WATERMAN CLO, LLC, TENNENBAUM SENIOR LOAN OPERATING III, LLC, TENNENBAUM SENIOR LOAN SPV IV-A, LLC, TCPC SBIC GP, LLC, SPECIAL VALUE OPPORTUNITIES FEEDER FUND, TCP CLO III, LLC, TCP DIRECT LENDING FUND VIII MM, LLC, TCP DIRECT LENDING FUND VIII-A MM, LLC, TENNENBAUM DIP OPPORTUNITY FEEDER, LP, TENNENBAUM ENERGY OPPORTUNITIES GP, LLC, TENNENBAUM ENHANCED YIELD MM I, LLC, TENNENBAUM HEARTLAND GP, LLC, TENNENBAUM SENIOR LOAN GP III, LLC, TENNENBAUM SENIOR LOAN GP IV-A, LLC, TENNENBAUM SENIOR LOAN GP IV-B, LLC, TENNENBAUM SENIOR LOAN MM V, LLC, TENNENBAUM SLF II GP, LLC, TENNENBAUM SPECIAL SITUATIONS IX-S GP, LLC, TENNENBAUM SPECIAL SITUATIONS MM IX, LLC, TENNENBAUM SPECIAL SITUATIONS MM IX-A, LLC, TENNENBAUM WATERMAN GP, LLC, SPECIAL VALUE CONTINUATION PARTNERS, LP, TCP WATERMAN FUND, LP

	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP DIRECT LENDING FUND VIII – L (IRELAND), TCP DIRECT LENDING FUND VIII – U (IRELAND), TENNENBAUM SPECIAL SITUATIONS IX-C, L.P., TENNENBAUM SPECIAL SITUATIONS IX-O, L.P.
	By:	TENNENBAUM CAPITAL PARTNERS, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP WHITNEY CLO, LTD
	By:	SERIES I OF SVOF/MM, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP WHITNEY CLO, LLC
	By:	TCP WHITNEY CLO, LTD., Sole Member
	By:	SERIES I OF SVOF/MM, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	BLACKROCK DLF IX 2019 CLO, LLC, BLACKROCK DLF IX 2020-1 CLO, LLC, BLACKROCK DLF IX-G CLO, LLC, BLACKROCK ELBERT CLO V, LTD., BLACKROCK LISI CREDIT FUND, L.P.,
	By:	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	BLACKROCK DIRECT LENDING FUND IX-U (IRELAND), BLACKROCK DIRECT LENDING FUND IX-L (IRELAND)
	By:	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

	BLACKROCK CAPITAL INVESTMENT CORPORATION
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	General Counsel

	BLACKROCK CREDIT STRATEGIES FUND
	By:	/s/ John M. Perlowski
	Name:	John M. Perlowski
	Title:	President

	BLACKROCK DIRECT LENDING CORP.
	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Chief Executive Officer and Director

	BLACKROCK PRIVATE INVESTMENTS FUND
	By:	/s/ John M. Perlowski
	Name:	John M. Perlowski
	Title:	President

	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

	BLACKROCK ADVISORS, LLC
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

	MIDDLE MARKET SENIOR FUND, L.P.
	By:	MIDDLE MARKET SENIOR FUND (GENPAR), LLC
	By:	BLACKROCK FINANCIAL MANAGEMENT, INC., its sole member
	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Managing Director

1824 PRIVATE EQUITY FEEDER, L.P., 1824 PRIVATE EQUITY FUND, L.P., 1885 PRIVATE OPPORTUNITIES FUND, L.P., ABR PEP I, LTD., ABR PEP II, LTD., APO GLOBAL HEALTHCARE CAYMAN, LTD., APO GLOBAL HEALTHCARE HOLDCO SCSP, BEL45 PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK  2019 EVERGREEN PRIVATE OPPORTUNITIES FEEDER SCSP, BLACKROCK 2019 EVERGREEN PRIVATE OPPORTUNITIES MASTER SCSP, BLACKROCK APO GLOBAL HEALTHCARE PRIVATE EQUITY FUND, S.C.A. SICAV-RAIF, BLACKROCK ASF PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND II, L.P., BLACKROCK ERI PRIVATE OPPORTUNITIES FEEDER SCSP, BLACKROCK ERI PRIVATE OPPORTUNITIES MASTER SCSP, BLACKROCK GEMINI II PRIVATE OPPORTUNITIES FUND, LP, BLACKROCK GEMINI PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK GROWTH EQUITY FUND AGGREGATOR LP, BLACKROCK GROWTH EQUITY FUND LP, BLACKROCK GROWTH EQUITY FUND (LUX) SCSP, BLACKROCK GROWTH EQUITY FUND HOLDINGS (LUX) SCSP, BLACKROCK GSA PRIVATE OPPORTUNITIES FEEDER FUND, L.P., BLACKROCK GSA PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK HAJAR FEEDER FUND, L.P., BLACKROCK HAJAR FUND, L.P., BLACKROCK HEALTHCARE OPPORTUNITIES FUND (DELAWARE), L.P., BLACKROCK HEALTHCARE OPPORTUNITIES FUND, L.P., BLACKROCK HEARTLAND PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK INVERWOOD PRIVATE OPPORTUNITIES FUND, L.P., BLACKROCK JI PRIVATE EQUITY SOLUTIONS, L.P., BLACKROCK MCKINNEY OPPORTUNITIES FUND CAYMAN, LTD., BLACKROCK MD POF CAYMAN, LTD., BLACKROCK MD PRIVATE OPPORTUNITIES FEEDER FUND, L.P.,

	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	/s/ Laurence D. Paredes
	Laurence D. Paredes
	Managing Director

	BLACKROCK TCP CAPITAL CORP.
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Chief Executive Officer and Director

	SPECIAL VALUE CONTINUATION PARTNERS LLC
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Chief Executive Officer and Director

	TENNENBAUM CAPITAL PARTNERS, LLC
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

TENNENBAUM OPPORTUNITIES PARTNERS V, LP, TENNENBAUM OPPORTUNITIES FUND V, LLC, SVOF/MM, LLC, TENNENBAUM HEARTLAND CO-INVEST, LP, SEB DIP INVESTOR, LP, SPECIAL VALUE EXPANSION FUND, LLC, SPECIAL VALUE OPPORTUNITIES FUND, LLC, TCP DIRECT LENDING FUND VIII-S, LLC, TCP DIRECT LENDING FUND VIII-T, LLC, TCP DLF VIII 2018 CLO LLC, TCP ENHANCED YIELD FUNDING I, LLC, TCP RAINIER, LLC, TCP DIRECT LENDING FUND VIII, LLC, TCP DIRECT LENDING FUND VIII-L, LLC, TCP DIRECT LENDING FUND VIII-A, LLC, TCPC SBIC, LP, TENNENBAUM ENERGY OPPORTUNITIES CO., LLC, TENNENBAUM ENERGY OPPORTUNITIES FUND, LP, TENNENBAUM ENHANCED YIELD FUND I, LLC, TENNENBAUM OPPORTUNITIES FUND VI, LLC, TCP WATERMAN FUND, LLC, TENNENBAUM SENIOR LOAN FUND III, LP, TENNENBAUM SENIOR LOAN FUNDING III, LLC, TENNENBAUM SENIOR LOAN FUND IV-A, LP, TENNENBAUM SENIOR LOAN FUND IV-B, LP, TENNENBAUM SPECIAL SITUATIONS FUND IX, LLC, TENNENBAUM SPECIAL SITUATIONS FUND IX-A, LLC,  TENNENBAUM SPECIAL SITUATIONS FUND IX-S, L.P., TENNENBAUM SENIOR LOAN FUND II, LP, TENNENBAUM SENIOR LOAN FUND V, LLC, TCPC FUNDING I, LLC, TCPC FUNDING II, LLC, TENNENBAUM ENHANCED YIELD OPERATING I, LLC, TCP WATERMAN CLO, LLC, TENNENBAUM SENIOR LOAN OPERATING III, LLC, TENNENBAUM SENIOR LOAN SPV IV-A, LLC, TCPC SBIC GP, LLC SPECIAL VALUE OPPORTUNITIES FEEDER FUND, TCP CLO III, LLC, TCP DIRECT LENDING FUND VIII MM, LLC, TCP DIRECT LENDING FUND VIII-A MM, LLC, TENNENBAUM DIP OPPORTUNITY FEEDER, LP, TENNENBAUM ENERGY OPPORTUNITIES GP, LLC, TENNENBAUM ENHANCED YIELD MM I, LLC, TENNENBAUM HEARTLAND GP, LLC, TENNENBAUM SENIOR LOAN GP III, LLC, TENNENBAUM SENIOR LOAN GP IV-A, LLC, TENNENBAUM SENIOR LOAN GP IV-B, LLC, TENNENBAUM SENIOR LOAN MM V, LLC, TENNENBAUM SLF II GP, LLC, TENNENBAUM SPECIAL SITUATIONS IX-S GP, LLC, TENNENBAUM SPECIAL SITUATIONS MM IX, LLC, TENNENBAUM SPECIAL SITUATIONS MM IX-A, LLC, TENNENBAUM WATERMAN GP, LLC, SPECIAL VALUE CONTINUATION PARTNERS, LP, TCP WATERMAN FUND, LP

	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP DIRECT LENDING FUND VIII – L (IRELAND), TCP DIRECT LENDING FUND VIII – U (IRELAND), TENNENBAUM SPECIAL SITUATIONS IX-C, L.P., TENNENBAUM SPECIAL SITUATIONS IX-O, L.P.
	By:	TENNENBAUM CAPITAL PARTNERS, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP WHITNEY CLO, LTD
	By:	SERIES I OF SVOF/MM, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	TCP WHITNEY CLO, LLC
	By:	TCP WHITNEY CLO, LTD., Sole Member
	By:	SERIES I OF SVOF/MM, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	BLACKROCK DLF IX 2019 CLO, LLC, BLACKROCK DLF IX 2020-1 CLO, LLC, BLACKROCK DLF IX-G CLO, LLC, BLACKROCK ELBERT CLO V, LTD., BLACKROCK LISI CREDIT FUND, L.P.,
	By:	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	By:	/s/ Raj Vig
	Name:	Raj Vig
	Title:	Managing Director

	BLACKROCK DIRECT LENDING FUND IX-U (IRELAND), BLACKROCK DIRECT LENDING FUND IX-L (IRELAND)
	By:	BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC, its Investment Manager
	By:	/s/ Laurence D. Paredes
	Name:	Laurence D. Paredes
	Title:	Managing Director

A.

Adviser is BlackRock Capital Advisor:

1.

1824 PRIVATE EQUITY FEEDER, L.P.

2.

1824 PRIVATE EQUITY FUND, L.P.

3.

1885 PRIVATE OPPORTUNITIES FUND, L.P.

4.

ABR PEP I, LTD.

5.

ABR PEP II, LTD.

6.

APO GLOBAL HEALTHCARE CAYMAN, LTD.

7.

APO GLOBAL HEALTHCARE HOLDCO SCSP

8.

BEL45 PRIVATE OPPORTUNITIES FUND, L.P.

9.

BLACKROCK 2019 EVERGREEN PRIVATE OPPORTUNITIES FEEDER SCSP

10.

BLACKROCK 2019 EVERGREEN PRIVATE OPPORTUNITIES MASTER SCSP

11.

BLACKROCK APO GLOBAL HEALTHCARE PRIVATE EQUITY FUND, S.C.A. SICAV-RAIF

12.

BLACKROCK ASF PRIVATE OPPORTUNITIES FUND, L.P.

13.

BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND, L.P.

14.

BLACKROCK DIVERSIFIED PRIVATE OPPORTUNITIES FUND II, L.P.

15.

BLACKROCK ERI PRIVATE OPPORTUNITIES FEEDER SCSP

16.

BLACKROCK ERI PRIVATE OPPORTUNITIES MASTER SCSP

17.

BLACKROCK GEMINI II PRIVATE OPPORTUNITIES FUND, LP

18.

BLACKROCK GEMINI PRIVATE OPPORTUNITIES FUND, L.P.

19.

BLACKROCK GROWTH EQUITY FUND AGGREGATOR LP

20.

BLACKROCK GROWTH EQUITY FUND LP

21.

BLACKROCK GROWTH EQUITY FUND (LUX) SCSP

22.

BLACKROCK GROWTH EQUITY FUND HOLDINGS (LUX) SCSP

23.

BLACKROCK GSA PRIVATE OPPORTUNITIES FEEDER FUND, L.P.

24.

BLACKROCK GSA PRIVATE OPPORTUNITIES FUND, L.P.

25.

BLACKROCK HAJAR FEEDER FUND, L.P.

26.

BLACKROCK HAJAR FUND, L.P.

27.

BLACKROCK HEALTHCARE OPPORTUNITIES FUND (DELAWARE), L.P.

28.

BLACKROCK HEALTHCARE OPPORTUNITIES FUND, L.P.

29.

BLACKROCK HEARTLAND PRIVATE OPPORTUNITIES FUND, L.P.

30.

BLACKROCK INVERWOOD PRIVATE OPPORTUNITIES FUND, L.P.

31.

BLACKROCK JI PRIVATE EQUITY SOLUTIONS, L.P.

32.

BLACKROCK MCKINNEY OPPORTUNITIES FUND CAYMAN, LTD.

33.

BLACKROCK MD POF CAYMAN, LTD.

34.

BLACKROCK MD PRIVATE OPPORTUNITIES FEEDER FUND, L.P.

35.

BLACKROCK MD PRIVATE OPPORTUNITIES FUND, L.P.

36.

BLACKROCK MSV PRIVATE OPPORTUNITIES FUND, L.P.

37.

BLACKROCK PRIVATE EQUITY CO-INVESTMENTS 2021 AGGREGATOR LP

38.

BLACKROCK PRIVATE EQUITY CO-INVESTMENTS 2021 LP

39.

BLACKROCK PRIVATE EQUITY CO-INVESTMENTS 2021 (LUX) SCSP

40.

BLACKROCK PRIVATE EQUITY CO-INVESTMENTS 2021 HOLDINGS (LUX) SCSP

41.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL 60-40 LP

42.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL 60-40 (LUX) SCSP

43.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL 100 LP

44.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL 100 (LUX) SCSP

45.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL AGGREGATOR LP

46.

BLACKROCK PRIVATE EQUITY IMPACT CAPITAL HOLDINGS (LUX) SCSP

47.

BLACKROCK PRIVATE EQUITY PRIMARIES 2021 AGGREGATOR LP

48.

BLACKROCK PRIVATE EQUITY PRIMARIES 2021 HOLDINGS (CAYMAN) LP

49.

BLACKROCK PRIVATE EQUITY PRIMARIES 2021 LP

50.

BLACKROCK PRIVATE EQUITY PRIMARIES 2021 (LUX) SCSP

51.

BLACKROCK PRIVATE OPPORTUNITIES FUND IV (CAYMAN), L.P.

52.

BLACKROCK PRIVATE OPPORTUNITIES FUND IV (EMPLOYEES), L.P.

53.

BLACKROCK PRIVATE OPPORTUNITIES FUND IV FEEDER SCSP

54.

BLACKROCK PRIVATE OPPORTUNITIES FUND IV MASTER SCSP

55.

BLACKROCK PRIVATE OPPORTUNITIES FUND IV, L.P.

56.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS - B INTERMEDIARY (CAYMAN) LP

57.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS - B LP

58.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS - C LP

59.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS (LUX) SCSP

60.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS HOLDINGS (LUX) SCSP

61.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS LP

62.

BLACKROCK SECONDARIES & LIQUIDITY SOLUTIONS SUBSIDIARY SCSP

63.

BLK2018 CORE PRIVATE EQUITY FEEDER FUND, L.P.

64.

BLK2018 CORE PRIVATE EQUITY FUND, L.P.

65.

BLK2019 PRIVATE OPPORTUNITIES FEEDER FUND, L.P.

66.

BLK2019 PRIVATE OPPORTUNITIES FUND, L.P.

67.

BLK2020 PRIVATE OPPORTUNITIES FEEDER FUND, L.P.

68.

BLK2020 PRIVATE OPPORTUNITIES FUND, L.P.

69.

BLK2021 CORE PRIVATE EQUITY FEEDER FUND, L.P.

70.

BLK2021 CORE PRIVATE EQUITY FUND, L.P.

71.

BLK2021 PRIVATE OPPORTUNITIES FEEDER FUND, L.P.

72.

BLK2021 PRIVATE OPPORTUNITIES FUND, L.P.

73.

BR POF IV CAYMAN MASTER FUND, L.P.

74.

BR/ERB CO-INVESTMENT FUND II, L.P.

75.

BV PE OPPORTUNITIES CAYMAN MASTER FUND, LTD.

76.

BV PE OPPORTUNITIES FEEDER FUND SCSP

77.

BV PE OPPORTUNITIES MASTER FUND SCSP

78.

COIN PRIVATE OPPORTUNITIES, L.P.

79.

FM GLOBAL CAYMAN, LTD.

80.

FM GLOBAL INVESTMENT PARTNERS, L.P.

81.

GILDI LIFEYRISSJODUR (GILDI PENSION FUND)

82.

GILDI LIFEYRISSJODUR II (GILDI PENSION FUND)

83.

HEATHROW FOREST OPPORTUNITIES FUND, L.P.

84.

HIGH CEDAR DIRECT FUND, L.P.

85.

HIGH CEDAR FEEDER, L.P.

86.

HIGH CEDAR MASTER CAYMAN, LTD.

87.

HIGH CEDAR MASTER, L.P.

88.

HIGH ROCK DIRECT FUND, L.P.

89.

HIGH ROCK FEEDER, L.P.

90.

HIGH ROCK MASTER, L.P.

92.

HIGH STREET FUND, L.P.

93.

LINCOLN PENSION PRIVATE EQUITY BR, L.P.

94.

MARKWOOD CO-INVESTMENT FUND 1, L.P.

95.

MB BLACKROCK HOLDINGS SCSP

96.

MEDIOBANCA BLACKROCK MASTER FUND SCSP

98.

MOUNTAIN RESEARCH FUND – PRIVATE EQUITY, L.P.

99.

MUTUAL OF OMAHA OF CAYMAN, LTD.

100.

MUTUAL OF OMAHA OPPORTUNITIES FUND, L.P.

101.

NDSIB PRIVATE OPPORTUNITIES FUND, L.P.

102.

NMERB SIERRA BLANCA FUND, L.P.

103.

OV PRIVATE OPPORTUNITIES, L.P.

104.

PEP ASGA FEEDER L.P.

105.

PEP ASGA MASTER CAYMAN, LTD.

106.

PEP ASGA MASTER L.P.

107.

PEP TELLCO INVESTMENTS 1 CAYMAN, LTD.

108.

PEP TELLCO INVESTMENTS 1, L.P.

109.

PMH SPV AMBER LP

110.

PMH SPV AMBER B LP

111.

PMH SPV BASALT LP

112.

PMH SPV EMERALD LP

113.

PMH SPV GARNET LP

114.

PMH SPV PEARL LP

115.

PMH SPV PEARL – B LP

116.

PMH SPV RADAR HOLDINGS LP

117.

PMH SPV SAPPHIRE LP

118.

PRIVATE EQUITY OPPORTUNITIES ELTIF

119.

PRIVATE EQUITY PARTNERS VII (DELAWARE), L.P.

120.

PRIVATE EQUITY PARTNERS VII (SCOTLAND), L.P.

121.

PRIVATE EQUITY PARTNERS VII MASTER CAYMAN, LTD.

122.

PRIVATE EQUITY PARTNERS VII MASTER, L.P.

123.

PRIVATE EQUITY PARTNERS VII US CAYMAN, LTD.

124.

PRIVATE EQUITY PARTNERS VII US, L.P.

125.

PRIVATE MARKET HOLDINGS LP

126.

RED RIVER DIRECT INVESTMENT FUND III, L.P.

127.

SALAM PRIVATE OPPORTUNITIES FUND, L.P.

128.

SALAM PRIVATE OPPORTUNITIES FEEDER, L.P.

129.

SC-BR ASIA PE FEEDER FUND, L.P.

130.

SC-BR ASIA PE FUND, L.P.

131.

SONJ PRIVATE OPPORTUNITIES FUND II, L.P.

132.

SULLIVAN WAY POF CAYMAN, LTD.

133.

SULLIVAN WAY PRIVATE OPPORTUNITIES FUND, L.P.

134.

TANGO CAPITAL OPPORTUNITIES FUND, L.P.

135.

TFO ASIA PRIVATE OPPORTUNITIES FUND, L.P.

136.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

137.

TOPANGA OPPORTUNITIES FUND CAYMAN, LTD.

138.

TOPANGA PRIVATE OPPORTUNITIES, L.P.

139.

TOTAL ALTERNATIVES FUND – PRIVATE EQUITY LP

140.

TOTAL ALTERNATIVES FUND – PRIVATE EQUITY (B) LP

141.

TSCL PRIVATE MARKETS FEEDER FUND, L.P.

142.

TSCL PRIVATE MARKETS FUND, L.P.

143.

VFL CO INVEST PARTNERS, L.P.

B.

Adviser is Series I of SVOF/MM, LLC

1.

TCP DLF VIII 2018 CLO LLC

2.

TCP RAINIER, LLC

3.

TCP WHITNEY CLO, LTD.33

C.

Adviser is Tennenbaum Capital Partners, LLC

1.

TENNENBAUM OPPORTUNITIES PARTNERS V, LP

2.

TENNENBAUM OPPORTUNITIES FUND V, LLC

3.

TENNENBAUM HEARTLAND CO-INVEST, LP

4.

SEB DIP INVESTOR, LP

5.

SPECIAL VALUE EXPANSION FUND, LLC

6.

SPECIAL VALUE OPPORTUNITIES FUND, LLC

7.

TCP DIRECT LENDING FUND VIII – L (IRELAND)

8.

TCP DIRECT LENDING FUND VIII – U (IRELAND)

9.

TCP DIRECT LENDING FUND VIII-S, LLC

10.

TCP DIRECT LENDING FUND VIII-T, LLC

11.

TCP ENHANCED YIELD FUNDING I, LLC

12.

TCP DIRECT LENDING FUND VIII, LLC

13.

TCP DIRECT LENDING FUND VIII-L, LLC

14.

TCP DIRECT LENDING FUND VIII-A, LLC

15.

TENNENBAUM ENERGY OPPORTUNITIES CO., LLC

16.

TENNENBAUM ENERGY OPPORTUNITIES FUND, LP

17.

TENNENBAUM ENHANCED YIELD FUND I, LLC

18.

TENNENBAUM OPPORTUNITIES FUND VI, LLC,

19.

TCP WATERMAN FUND, LLC

20.

TENNENBAUM SENIOR LOAN FUND III, LP

21.

TENNENBAUM SENIOR LOAN FUNDING III, LLC

22.

TENNENBAUM SENIOR LOAN FUND IV-A, LP

---

33	TCP Whitney CLO, LLC is a wholly-owned subsidiary of TCP Whitney CLO Ltd. TCP Whitney CLO, LLC does not have an investment advisor.

23.

TENNENBAUM SENIOR LOAN FUND IV-B, LP

24.

TENNENBAUM SPECIAL SITUATIONS FUND IX, LLC

25.

TENNENBAUM SPECIAL SITUATIONS FUND IX-A, LLC

26.

TENNENBAUM SPECIAL SITUATIONS IX-C, L.P.

27.

TENNENBAUM SPECIAL SITUATIONS IX-O, L.P.

28.

TENNENBAUM SPECIAL SITUATIONS FUND IX-S, L.P.

29.

TENNENBAUM SENIOR LOAN FUND II, LP

30.

TENNENBAUM SENIOR LOAN FUND V, LLC

31.

TENNENBAUM ENHANCED YIELD OPERATING I, LLC

32.

TCP WATERMAN CLO, LLC

33.

TENNENBAUM SENIOR LOAN OPERATING III, LLC

34.

TENNENBAUM SENIOR LOAN SPV IV-A, LLC