Form 40-APP Banner Ridge DSCO Privat

File No. 812-

 

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

 

 

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

 

 

In the Matter of the Application of:

 

BANNER RIDGE DSCO PRIVATE MARKETS FUND; BANNER RIDGE SECONDARY MASTER FUND V, LP; BANNER RIDGE SECONDARY FUND V-B, LP; BR FUND V ACQ INV, LLC; BR FUND V ACQ INV (CANADA), LLC; BANNER RIDGE SECONDARY MASTER FUND VI, LP; BR FUND VI ACQ INV, LLC; BANNER RIDGE SECONDARY FUND V CO, LP; BANNER RIDGE SECONDARY FUND VI CO, LP; BANNER RIDGE DSCO FUND II, LP; BR DSCO II INVESTCO, LLC; BR DSCO II-A INVESTCO, LLC; BANNER RIDGE DSCO FUND III, LP; BANNER RIDGE DSCO FUND III (PARALLEL), LP; BANNER RIDGE DSCO FUND III (OFFSHORE), LP; BR DSCO III AGGREGATOR, LLC; BANNER RIDGE SMALL BUYOUTS I, LP; BANNER RIDGE SECONDARY FUND IV CO, LP; BANNER RIDGE ENERGY SECONDARIES I, LP; BANNER RIDGE PARTNERS, LP

 

Banner Ridge Partners

641 Lexington Avenue, 31st Floor

New York, NY 10022

 

 

Please send all communications, notices and orders to:

 

Scott Halper

Banner Ridge Partners

641 Lexington Avenue, 31st Floor

New York, NY 10022

(212) 301-7135

 

Copies to:

 

David W. Freese, Esq. Morgan, Lewis & Bockius LLP 2222 Market Street Philadelphia, Pennsylvania 19103 (215) 963-5862

John J. O’Brien, Esq. Morgan, Lewis & Bockius LLP 2222 Market Street Philadelphia, Pennsylvania 19103 (215) 963-4969

 

Page 1 of 34 sequentially numbered pages (including Exhibits)

 

As filed with the Securities and Exchange Commission on May 21, 2025

I.

Summary Of Application

 

A.

Requested Relief

 

The following entities identified in Section I.B below hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 thereunder,¹ permitting certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the Commission under the 1940 Act.

 

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund² and one or more Affiliated Entities³ to engage in Co-Investment Transactions⁴ 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.”⁵ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁶

 

1

Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules promulgated thereunder.

 

2

“Regulated Fund” means the Existing Regulated Fund (as defined below in Section I.B) and any Future Regulated Funds. “Future Regulated Fund” means an entity (a) that is a closed-end management investment company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be an Adviser with respect to conditions 3 and 4 only.

 

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

 

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

 

3

“Affiliated Entity” means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an open-end investment company registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.

 

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.

 

4

“Co-Investment Transaction” means the acquisition or Disposition (as defined below) of securities of an issuer in a transaction effected in reliance on the Order.

 

5

“Adviser” means Banner Ridge, and any other investment adviser controlling, controlled by, or under common control with Banner Ridge. The term “Adviser” also includes any internally-managed Regulated Fund.

 

6

See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

B.

Applicants Seeking Relief

 

●

Banner Ridge DSCO Private Markets Fund (the “Existing Regulated Fund”) is a Delaware statutory trust that is registered under the 1940 Act as a non-diversified, closed-end management investment company;

 

●

Certain existing affiliated funds (as identified on Schedule A), each of which is a separate and distinct legal entity and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (the “Existing Affiliated Funds”); and

 

●

Banner Ridge Partners, LP, an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which serves as the investment adviser to the Existing Regulated Fund and the Existing Affiliated Funds, on behalf of itself and its successors (“Banner Ridge,” and together with the Existing Regulated Fund and the Existing Affiliated Funds, the “Applicants”).7

 

II.

General Description of Applicants

 

A.

The Existing Regulated Fund

 

The Existing Regulated Fund is a Delaware statutory trust that is registered under the 1940 Act as a non-diversified, closed-end management investment company. The Existing Regulated Fund intends to qualify annually as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended. Banner Ridge serves as investment adviser to the Existing Regulated Fund.

 

The Existing Regulated Fund’s investment objective is to seek to provide capital appreciation while managing risk. The Existing Regulated Fund seeks to achieve its investment objective by targeting private investments on an opportunistic basis primarily in the United States and Europe. The Existing Regulated Fund may invest in a range of both public and private (i.e., companies that are not listed on an exchange) equity investments that exhibit strong growth and profitability characteristics. The Existing Regulated Fund may also make non-equity investments, such as: structured products (e.g., collateralized loan obligation); loans and loan participations; distressed debt; debtor-in-possession financing; real estate; and special situations. The Existing Regulated Fund may also seek to finance distressed companies in certain forms, including loans or various debt obligations. The Existing Regulated Fund may also purchase assets it views as undervalued, including corporate debt and securities, loan pools and real estate.

 

The Board of the Existing Regulated Fund (the “Board”) consists of three trustees, two of whom are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁸

 

7

All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.

 

8

The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.

B.

The Existing Affiliated Funds

 

The Existing Affiliated Funds are investment funds each of whose investment adviser is Banner Ridge and each of which would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act. A list of the Existing Affiliated Funds is included on Schedule A hereto.⁹ 

 

C.

Banner Ridge

 

Banner Ridge, located at 641 Lexington Avenue, 31st Floor, New York, NY 10022, is a Delaware limited partnership that is registered as an investment adviser with the Commission under the Advisers Act. Banner Ridge currently serves as the investment adviser to the Existing Regulated Fund and the Existing Affiliated Funds. Banner Ridge or another Adviser will serve as the investment adviser to any Future Regulated Fund.

 

III.

Order Requested

 

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

 

A.

Applicable Law

 

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

 

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹⁰ in which the fund is a participant without first obtaining an order from the SEC.

 

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

 

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

 

9

In the future, an Affiliated Fund may register as a closed-end management investment company under the 1940 Act and, if so registered, will be considered a Regulated Fund for purposes of this application.

 

10

Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered company, or any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking ….”

B.

Need for Relief

 

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

 

C.

Conditions

 

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

 

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹¹ 

 

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹² of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹³ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

 

11

Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.

 

12

Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed transaction, as both a majority of a BDC’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the BDC. In the case of a Regulated Fund that is not a BDC, the Board members that constitute the Required Majority will be determined as if such Regulated Fund were a BDC subject to Section 57(o) of the 1940 Act.

 

13

Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant part: (i) the terms of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the BDC and do not involve overreaching of the BDC or its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent with the interests of the BDC’s shareholders and the BDC’s policy as recited in filings made by the BDC with the Commission and the BDC’s reports to shareholders; and (iii) the BDC’s directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁴ 

 

4. No Remuneration. Any transaction fee¹⁵ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

 

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁶ 

 

6. Dispositions:

 

(a) Prior to any Disposition¹⁷ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

 

(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.¹⁸ 

 

14

Expenses of an individual Participant that are incurred solely by the Participant due to its unique circumstances (such as legal and compliance expenses) will be borne by such Participant.

 

15

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

 

16

The Affiliated Entities may adopt shared Co-Investment Policies.

 

17

Disposition” means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.

 

18

“Tradable Security” means a security which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.

7. Board Oversight 

 

(a)

Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.

 

(b)

Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.

 

(c)

At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.

 

(d)

Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.

 

(e)

The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.

 

8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).¹⁹ 

 

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

 

IV.

Statement In Support of Relief Requested

 

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

 

A.        Potential Benefits to the Regulated Funds and their Shareholders

 

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

 

19

If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.

B.

Shareholder Protections

 

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

 

V.

Precedents

 

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²⁰ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

 

VI.

Procedural Matters

 

A.

Communications

 

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

 

Scott Halper

Banner Ridge Partners

641 Lexington Avenue, 31st Floor

New York, NY 10022

(212) 301-7135

 

20

See, e.g., Polen Credit Opportunities Fund, et al. (File No. 812-15457) Release No. IC-35183 (May 2, 2024) (notice), Release No. IC-35206 (May 28, 2024) (Order); Sound Point Meridian Capital, Inc., et al. (File No. 812-15476-01) Release No. IC-35173 (April 19, 2024) (notice), Release No. IC-35192 (May 15, 2024) (order); Brookfield Infrastructure Income Fund Inc., et al. (File No. 812-15415), Release No. IC-35001 (September 20, 2022) (notice), Release No. IC-35032 (October 17, 2023) (order); T. Rowe Price OHA Select Private Credit Fund, et al. (File No. 812-15461), Release No. IC-34963 (July 24, 2023) (notice), Release No. IC-34987 (August 21, 2023) (order); KKR Real Estate Select Trust Inc., et al. (File No. 812-15181), Release No. IC-34962 (July 18, 2023) (notice), Release No. IC-34985 (August 15, 2023) (order); MBC Total Private Markets Access Fund, et al. (File No. 812-15422), Release No. IC-34953 (June 28, 2023) (notice), Release No. IC-34965 (July 25, 2023) (order); Vista Credit Strategic Lending Corp. et al. (File No. 812-15323), Release No. IC-34946 (June 20, 2023) (notice), Release No. IC-34961 (July 18, 2023) (order).

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

 

David W. Freese, Esq. Morgan, Lewis & Bockius LLP 2222 Market Street Philadelphia, Pennsylvania 19103 (215) 963-5862 [email protected]

John J. O’Brien, Esq. Morgan, Lewis & Bockius LLP 2222 Market Street Philadelphia, Pennsylvania 19103 (215) 963-4969 [email protected]

 

B.

Authorizations

 

As required by Rule 0-2(c)(1) under the 1940 Act, each Applicant hereby states that all of the requirements for execution and filing of this Application have been complied with in accordance with the governing documents of the Applicants, as applicable, and the undersigned persons of the Applicants are fully authorized to execute this Application. The resolutions of the Existing Regulated Fund’s Board are attached as Exhibit B to this Application in accordance with the requirements of Rule 0-2(c)(1) under the 1940 Act and the verifications required by Rule 0-2(d) under the 1940 Act are attached as Exhibit A to this Application.

 

In accordance with Rule 0-5 under the 1940 Act, the Applicants request that the Commission issue the requested Order without holding a hearing.

All requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application as of May 21, 2025.

 

	Banner Ridge DSCO Private Markets Fund
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Sole Initial Trustee
	Banner Ridge Secondary Master Fund V, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Secondary Fund V-B, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	BR Fund V Acq Inv, LLC
	By:  Banner Ridge Fund V GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title: Authorized Person
	BR Fund V Acq Inv (Canada), LLC
	By:  Banner Ridge Fund V GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Secondary Master Fund VI, LP
	By:  Banner Ridge Fund VI GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	BR Fund VI Acq Inv, LLC
	By:  Banner Ridge Fund VI GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

	Banner Ridge Secondary Fund V Co, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Secondary Fund VI Co, LP
	By:  Banner Ridge Fund VI GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title: Authorized Person
	Banner Ridge DSCO Fund II, LP
	By:  Banner Ridge DSCO Fund II GP, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	BR DSCO II InvestCo, LLC
	By:  Banner Ridge DSCO Fund II GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	BR DSCO II-A InvestCo, LLC
	By:  Banner Ridge DSCO Fund II GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge DSCO Fund III, LP
	By: Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge DSCO Fund III (Parallel), LP
	By:  Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

	Banner Ridge DSCO Fund III (Offshore), LP
	By:  Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	BR DSCO III Aggregator, LLC
	By:  Banner Ridge DSCO Fund III GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title: Authorized Person
	Banner Ridge Small Buyouts I, LP
	By:  Banner Ridge SB I GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Secondary Fund IV Co, LP
	By:  Banner Ridge Fund IV GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Energy Secondaries I, LP
	By:  Banner Ridge Energy I GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person
	Banner Ridge Partners, LP
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

SCHEDULE A

 

Existing Affiliated Funds

 

Banner Ridge Secondary Master Fund V, LP

 

Banner Ridge Secondary Fund V-B, LP

 

BR Fund V Acq Inv, LLC

 

BR Fund V Acq Inv (Canada), LLC

 

Banner Ridge Secondary Master Fund VI, LP

 

BR Fund VI Acq Inv, LLC

 

Banner Ridge Secondary Fund V Co, LP

 

Banner Ridge Secondary Fund VI Co, LP

 

Banner Ridge DSCO Fund II, LP

 

BR DSCO II InvestCo, LLC

 

BR DSCO II-A InvestCo, LLC

 

Banner Ridge DSCO Fund III, LP

 

Banner Ridge DSCO Fund III (Parallel), LP

 

Banner Ridge DSCO Fund III (Offshore), LP

 

BR DSCO III Aggregator, LLC

 

Banner Ridge Small Buyouts I, LP

 

Banner Ridge Secondary Fund IV Co, LP

 

Banner Ridge Energy Secondaries I, LP

EXHIBIT A-1
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge DSCO Private Markets Fund, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge DSCO Private Markets Fund
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Sole Initial Trustee

EXHIBIT A-2
VERIFICATION

 

The undersigned states that he duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Master Fund V, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Master Fund V, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-3
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Fund V-B, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Fund V-B, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-4
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR Fund V Acq Inv, LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR Fund V Acq Inv, LLC
	By:  Banner Ridge Fund V GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-5
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR Fund V Acq Inv (Canada), LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR Fund V Acq Inv (Canada), LLC
	By:  Banner Ridge Fund V GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-6
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Master Fund VI, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Master Fund VI, LP
	By:  Banner Ridge Fund VI GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-7
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR Fund VI Acq Inv, LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR Fund VI Acq Inv, LLC
	By:  Banner Ridge Fund VI GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-8
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Fund V Co, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Fund V Co, LP
	By:  Banner Ridge Fund V GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-9
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Fund VI Co, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Fund VI Co, LP
	By:  Banner Ridge Fund VI GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-10
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge DSCO Fund II, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge DSCO Fund II, LP
	By:  Banner Ridge DSCO Fund II GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-11
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR DSCO II InvestCo, LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR DSCO II InvestCo, LLC
	By:  Banner Ridge DSCO Fund II GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-12
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR DSCO II-A InvestCo, LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR DSCO II-A InvestCo, LLC
	By:  Banner Ridge DSCO Fund II GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-13
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge DSCO Fund III, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge DSCO Fund III, LP
	By:  Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-14
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge DSCO Fund III (Parallel), LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge DSCO Fund III (Parallel), LP
	By:  Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-15
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge DSCO Fund III (Offshore), LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge DSCO Fund III (Offshore), LP
	By:  Banner Ridge DSCO Fund III GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-16
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of BR DSCO III Aggregator, LLC, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	BR DSCO III Aggregator, LLC
	By:  Banner Ridge DSCO Fund III GP, LLC, its managing member
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-17
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Small Buyouts I, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Small Buyouts I, LP
	By:  Banner Ridge SB I GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-18
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Secondary Fund IV Co, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Secondary Fund IV Co, LP
	By:  Banner Ridge Fund IV GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-19
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Energy Secondaries I, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Energy Secondaries I, LP
	By:  Banner Ridge Energy I GP, LLC, its general partner
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT A-20
VERIFICATION

 

The undersigned states that he has duly executed the attached Application dated as of May 21, 2025, for and on behalf of Banner Ridge Partners, LP, that he is the authorized signatory of the company and that all action necessary to authorize the undersigned to execute and file such instrument on behalf of the company has been taken. The undersigned further states that he is familiar with such instrument and the contents thereof, and that the facts set forth are true to the best of his knowledge, information and belief.

 

	Banner Ridge Partners, LP
	/s/ Anthony Cusano
	Name:  Anthony Cusano
	Title:  Authorized Person

EXHIBIT B-1
Resolutions of the Board of Trustees of
BANNER RIDGE DSCO PRIVATE MARKETS FUND

 

RESOLVED, that the officers of Banner Ridge DSCO Private Markets Fund (the “Fund”) be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name, to prepare, execute, and cause to be filed with the Securities and Exchange Commission an Application for an Order of Exemption, and any amendments thereto, pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 promulgated under the 1940 Act (“Rule 17d-1”), authorizing certain joint transactions that otherwise may be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1; and

 

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

 

FURTHER RESOLVED, that all acts previously done by any officer of the Fund, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund.

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• SES AI Corporation Securities Fraud Class Action Result of Weak Revenue Guidance and 37% Stock Decline - Investors may Contact Lewis Kahn, Esq, at Kahn Swick & Foti, LLC
• GeneDx Holdings Securities Fraud Class Action Result of Acquisition Performance Misrepresentations and 49% Stock Decline - Investors may Contact Lewis Kahn, Esq, at Kahn Swick & Foti, LLC
• Feinstein Institutes’ Journal Molecular Medicine Reaches All-Time High Impact Factor; Bioelectronic Medicine Receives First