Form 40-APP Silver Point Specialty

File No. 812-[●]

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

In the Matter of the Application of:

SILVER POINT SPECIALTY LENDING FUND, SILVER POINT PRIVATE CREDIT FUND, SILVER POINT SPECIALTY CREDIT FUND MANAGEMENT, LLC, SILVER POINT CAPITAL FUND, L.P., SILVER POINT CAPITAL OFFSHORE FUND, LTD., SILVER POINT CAPITAL OFFSHORE MASTER FUND, L.P., SILVER POINT CAPITAL, L.P., SILVER POINT DISTRESSED OPPORTUNITIES FUND, L.P., SILVER POINT DISTRESSED OPPORTUNITIES OFFSHORE MASTER FUND, L.P., SILVER POINT DISTRESSED OPPORTUNITIES OFFSHORE FUND, L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS (OFFSHORE), L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS, L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS MASTER FUND (OFFSHORE), L.P., SILVER POINT DISTRESSED OPPORTUNITIES MANAGEMENT, LLC, SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS II (OFFSHORE), L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS II, L.P., SP DISTRESSED OPPORTUNITY IP II INTERMEDIATE, L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS II MASTER FUND (OFFSHORE), L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS II MASTER FUND, L.P., SILVER POINT DISTRESSED OPPORTUNITY INSTITUTIONAL PARTNERS II MANAGEMENT, LLC, SILVER POINT SELECT OPPORTUNITIES FUND A, L.P., SILVER POINT SPECIALTY CREDIT FUND II, L.P., SILVER POINT SPECIALTY CREDIT FUND II (OFFSHORE), L.P., SILVER POINT SPECIALTY CREDIT FUND II (OFFSHORE) B, L.P., SILVER POINT SPECIALTY CREDIT FUND II (OFFSHORE) C, L.P., SILVER POINT SPECIALTY CREDIT FUND II MINI-MASTER FUND (OFFSHORE), L.P., SILVER POINT SPECIALTY CREDIT FUND II MINI-MASTER FUND, L.P., SILVER POINT SPECIALTY CREDIT FUND II MANAGEMENT, LLC, SILVER POINT SPECIALTY CREDIT SILVER STAR FUND, L.P., SILVER POINT SPECIALTY CREDIT SILVER STAR FUND MANAGEMENT, LLC, SILVER POINT LOAN FUNDING, LLC, SILVER POINT LOAN FUNDING MANAGEMENT, LLC, SILVER POINT SPECIALTY CREDIT FUND III (OFFSHORE), L.P., SILVER POINT SPECIALTY CREDIT FUND III MANAGEMENT, LLC, SILVER POINT SPECIALTY CREDIT FUND III, L.P., SILVER POINT SPECIALTY CREDIT III MASTER FUND (OFFSHORE), L.P., SILVER POINT SPECIALTY CREDIT III MASTER FUND, L.P., SILVER POINT PRIVATE CREDIT FUND MANAGEMENT, LLC: SILVER POINT PRIVATE CREDIT FUND, SPPC CAYMAN FUND, L.P., SILVER POINT SELECT C OPPORTUNITIES FUND, L.P., SILVER POINT SELECT C MASTER, L.P., SILVER POINT SELECT C MANAGEMENT, LLC, SILVER POINT SELECT OVERFLOW FUND, L.P., SILVER POINT SELECT OVERFLOW OFFSHORE FUND, L.P., SILVER POINT SELECT OVERFLOW OFFSHORE MASTER FUND, L.P., SILVER POINT SELECT OVERFLOW FUND MANAGEMENT, LLC, SILVER POINT RR MANAGER, L.P., SILVER POINT SELECT C CLO MANAGER, LLC, SILVER POINT CLO MANAGEMENT, LLC, SILVER POINT CLO 1, LTD., SILVER POINT CLO 2, LTD., SILVER POINT CLO 3, LTD., SILVER POINT CLO 4, LTD., SILVER POINT CLO 5, LTD., SILVER POINT CLO 6, LTD., SILVER POINT CLO 7, LTD., SILVER POINT CLO 8, LTD., SILVER POINT CLO 9, LTD.

Two Greenwich Plaza, Suite 1
Greenwich, Connecticut 06830
(203) 542-4200

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:

Steven Weiser
Silver Point Capital, L.P.
Two Greenwich Plaza, Suite 1
Greenwich, Connecticut 06830
Telephone: (203) 542-4200

 

Copies to:

Michael Hoffman, Esq.
Kevin Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3406

 

July 31, 2025

 

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 Section 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 Order would supersede the exemptive order issued by the Commission on February 15, 2022 (the “Prior Order”)² that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁶ and one or more Affiliated Entities⁷ to engage in Co-Investment Transactions⁸ 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.”⁹ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.¹⁰

The Company was organized on July 31, 2014 as a closed-end Delaware limited liability company under the name SPCP Group VII, LLC. The Company changed its name to Silver Point Specialty Credit Fund, L.P. and converted to a Delaware limited partnership on April 1, 2015 and commenced its investment activities in July 2015. The Company changed its name to Silver Point Specialty Lending Fund and converted to a Maryland statutory trust on November 15, 2021. As of December 31, 2020, the Company had approximately $803.8 million in total assets and $336.3 million in total liabilities. On December 30, 2021, the Company filed an election to be regulated as a BDC. The Company intends to file an election 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 Company’s principal place of business is Two Greenwich Plaza, Greenwich, CT 06830.

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 BDC. “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 BDC. “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 BDC, (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.

Prior to the election to be regulated as a BDC, the Company operated as a private investment company and relied on the exemption from the definition of an investment company available under Section 3(c)(7) of the 1940 Act.

The Company’s investment objective is to achieve stable income generation with attractive risk-adjusted returns by investing primarily in U.S. middle market lending opportunities, specialty asset-based financings, and secondary purchases of loans and other credit-related assets. The Company generally refers to “middle market” companies as those with EBITDA between $20 million and $150 million annually, annual revenue of $80 million to $1 billion at the time of investment, and/or enterprise value between $150 million and $1 billion at the time of investment. However, the Company may from time to time invest in larger or smaller companies.

Investment decisions are currently made by Management, investment adviser to the Company. The Company has a Board of Directors, a majority of which are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.. The Company’s business affairs are managed under the direction of the Board.¹¹ Management provides administrative services to the Company pursuant to the Investment Advisory Agreement.

Management, a Delaware limited liability company that is registered as an investment adviser under the Advisers Act, serves as the investment adviser to the Company pursuant to an Investment Advisory Agreement by and between Management and the Company, dated as of July 1, 2015 (the “Investment Advisory Agreement”). Management is registered as an investment adviser under the Advisers Act.

Subject to the overall supervision of the Board, Management will manage the day-to-day operations of, and provide investment advisory and management services to, the Company. Under the terms of the Investment Advisory Agreement, Management will: (i) determine the composition of the Company’s investment portfolio, the nature and timing of the changes to such portfolio and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of investments (including performing due diligence on prospective portfolio companies); (iii) close and monitor investments; and (iv) determine the securities and other assets to be purchased, retained or sold.

SPC, a Delaware limited partnership, is registered with the Commission as an investment adviser under the Advisers Act. SPC was established in 2001 and serves as the principal vehicle for the investment management activities of its principal owners, Edward A. Mulé and Robert J. O’Shea, who are members of Silver Point Capital Management, LLC, a Delaware limited liability company that serves as the general partner of SPC

SPC, Specialty Credit II Management, Silver Star Management, Funding Management, Distressed Opportunities Management, SPPC Management, Distressed Opportunity IP II Management, Specialty Credit III Management, Select C Management, Select Overflow Management, Select C CLO Manager, CLO Management and RR Manager are the investment advisers to the Existing Affiliated Funds (the “Existing Advisers”). Each of the Existing Advisers is registered as an investment adviser under the Advisers Act, and/or are or will be relying advisers of an entity under common control of an Existing Adviser prior to relying on the Order. A complete list of the Existing Affiliated Funds and their investment advisers is included in Exhibit A.

Specialty Credit II Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Specialty Credit II Management was established in 2019 and is a wholly owned subsidiary of SPC.

Silver Star Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Silver Star Management was established in 2021 and is a wholly owned subsidiary of SPC.

Funding Management, a Delaware limited liability company, which will be a “relying adviser” under the Advisers Act through a single registration with SPC. Funding Management was established in 2021 and is a wholly owned subsidiary of SPC prior to relying on the Order.

Distressed Opportunities Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Distressed Opportunities Management was established in 2016 and is a wholly owned subsidiary of SPC.

Distressed Opportunity IP II Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Distressed Opportunities Management was established in 2022 and is a wholly owned subsidiary of SPC.

Specialty Credit III Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Specialty Credit III Management was established in 2022 and is a wholly owned subsidiary of SPC.

SPPC Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. SPPC Management was established in 2024 and is a wholly owned subsidiary of SPC.

Select C Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Select C Management was established in 2024 and is a wholly owned subsidiary of SPC.

Select Overflow Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Select Overflow Management was established in 2024 and is a wholly owned subsidiary of SPC.

Select C CLO Manager, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. Select C CLO Manager was established in 2025 and is a wholly owned subsidiary of SPC.

CLO Management, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. CLO Management was established in 2022 and is a wholly owned subsidiary of SPC.

RR Manager, a Delaware limited liability company, is a “relying adviser” under the Advisers Act through a single registration with SPC. RR Manager was established in 2022 and is a wholly owned subsidiary of SPC.

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”¹² 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 BDC in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the BDC 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 BDC 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- or closed-end fund or a BDC, 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 Advisers to the Regulated Funds and the Affiliated Entities are and will be under common control, and are thus affiliated persons of each other.  Accordingly, 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 any of the 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-l under the 1940 Act.

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

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.¹³

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.

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.

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.

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”).²² 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.

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

Steven Weiser
Silver Point Capital, L.P.
Two Greenwich Plaza, Suite 1
Greenwich, Connecticut 06830
Telephone: (203) 542-4200

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

Michael K. Hoffman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3406

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 the Existing Regulated Fund and Existing Affiliated Funds have 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.

The Applicants have caused this Application to be duly signed on their behalf on the 31st day of July, 2025.

EXHIBIT A

The Existing Affiliated Funds are categorized into seven different asset classes, with multiple investment strategies within each asset class (although the strategies do not represent formal legal entities). Each Existing Affiliated Fund is a separate and distinct legal entity and each relies on the exclusion from status as an investment company under the Act provided by Section 3(c)(1), 3(c)(5)(C) or 3(c)(7). All Existing Affiliated Funds are currently advised by Advisers to Affiliated Funds.²³

Each of the “Capital Funds”, “Distressed Funds”, “Distressed Institutional Funds” and “Distressed Institutional Partners II Funds” has a global opportunistic mandate, and will look to make investments in debt, equity or other securities, obligations or instruments, with a particular focus on misvalued, stressed or distressed credit investments. The “Specialty Credit II Funds” and “Specialty Credit III Funds” will look primarily to originate loans to small and middle market companies and invest in specialty bridge financings, rescue financings and secondary purchases of loans and other credit-related assets. The “Select Opportunities Fund” generally invests alongside and makes the same investments as the Specialty Credit II Funds. The “Silver Star Fund” invests on an “overflow basis” in investments that fall within the investment program of the Company and the “Specialty Credit II Funds”. “Loan Funding” will look primarily to purchase or originate senior secured and second-lien loans to small and middle market companies. “SPPC” will look primarily to originate loans to small and middle market companies and invest in specialty bridge financings, rescue financings and secondary purchases of loans and other credit-related assets. The “Select Overflow Funds” will look to invest in the bonds and/or debt of a single issuer and other financial instruments of or relating to such issuer and any related investments, including in entities spun out of such issuer. The “Select C Funds” will look to primarily purchase interests in broadly-syndicated CLOs originated by Silver Point (at or after the date of origination, including in any warehouse facility that holds or acquires a portfolio of loans). The “BSL CLOs” will primarily look to make investments consisting primarily of senior secured performing credit loans, bonds and other debt securities purchased in the secondary market.

²³ “Advisers to Affiliated Funds” means SPC, Specialty Credit II Management, Distressed Opportunities Management, Silver Star Management, Funding Management, Specialty Credit III Management, Distressed Opportunity IP II Management, SPPC Management, Select C Management, RR Manager, Select Overflow Management, CLO Management, SPPC Management, Select C CLO Manager and any other Adviser that, in the future, serves as investment adviser to one or more Affiliated Funds.

EXHIBIT B

Approval of Filing Section 17(d) Application for Co-Investment Relief

WHEREAS, the Board of Silver Point Specialty Lending Fund (the “Fund”) deems it advisable and in the best interest of the Fund to file with the Securities and Exchange Commission (the “Commission”) an application for an order issued pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “1940 Act”) and Rule 17d-1 promulgated thereunder (the “Co-Investment Application”), permitting 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 Board hereby approves the preparation of the Co-Investment Application and that each of the officers of the Fund (each, an “Officer” and, collectively, the “Officers”) be, and each of them hereby is, authorized in the name and on behalf of the Fund, to submit and cause to be filed with the Commission the Co-Investment Application, with such changes, modifications or amendments thereto as any Officer, with the advice of counsel, deems necessary, desirable or appropriate, such approval to be conclusively evidenced by their filing thereof; and

FURTHER RESOLVED, that any and all actions previously taken by the Fund, any of its trustees or Officers, or Silver Point Specialty Credit Fund Management, LLC or any of its officers in connection with the actions contemplated by the foregoing resolution 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.