10-12G

As filed with the Securities and Exchange Commission on December 10, 2020

File No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

BlackRock Direct Lending Corp.

(Exact name of registrant as specified in its charter)

Delaware	85-3439073
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2951 28th Street, Suite 1000 Santa Monica, California	90405
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(310) 566-1094

with copies to:

Michael K. Hoffman Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Kevin T. Hardy Skadden, Arps, Slate, Meagher & Flom LLP 155 North Wacker Drive Chicago, Illinois 60606

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

BlackRock Direct Lending Corp. is filing this registration statement on Form 10 (the “Registration Statement”), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on a voluntary basis in connection with its election to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and in order to provide current public information to the investment community. Once this Registration Statement is effective, the Company will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require the Company, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and the Company will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

In this Registration Statement, unless otherwise specified, the terms:

• “we,” “us,” and “the Company” refer to BlackRock Direct Lending Corp., a Delaware corporation;

• “Board of Directors” refers to the board of directors of the Company.

• “common stock” refers to the Company’s common stock of beneficial interest, par value $0.001.

• “Shareholders” refers to the holders of beneficial interest of the Company’s shares of common stock.

FORWARD-LOOKING STATEMENTS

In addition to factors identified elsewhere in this Registration Statement, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

• the Company’s, or the Company’s portfolio companies’, future business, operations, operating results or prospects;

• the return or impact of current and future investments;

• the impact of a protracted decline in the liquidity of credit markets on the Company’s business;

• the impact of fluctuations in interest rates on the Company’s business;

• the impact of changes in laws or regulations governing the Company’s operations or the operations of the Company’s portfolio companies;

• the Company’s contractual arrangements and relationships with third parties;

• the general economy and its impact on the industries in which the Company invests;

• the financial condition of and ability of the Company’s portfolio companies to achieve their objectives;

• the Company’s expected financings and investments;

• the adequacy of the Company’s financing resources and working capital;

• the ability of the Investment Manager to locate suitable investments for the Company and to monitor and administer the Company’s investments;

• the timing of cash flows, if any, from the operations of the Company’s portfolio companies;

• the timing, form and amount of any dividend distributions; and

• the Company’s ability to maintain the Company’s qualification as a regulated investment company and as a business development company.

This Registration Statement contains, and other statements that the Company may make may contain, forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to and do not undertake to update forward-looking statements. These forward-looking statements do not meet the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933 (the “Securities Act”) or Section 21E of the Exchange Act. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

Statistical and market data used in this Registration Statement has been obtained from governmental and independent industry sources and publications. The Company has not independently verified the data obtained from these sources. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this Registration Statement, for which the safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act is not available.

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Item 1. Business.

BlackRock Direct Lending Corp.

The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. The Company’s investment objective is to target high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. The Company will primarily target investments in companies headquartered in North America but will have the ability to invest in compelling opportunities in other jurisdictions, subject to regulatory limitations and other investment restrictions discussed in this Registration Statement.

The Company was formed in October 2020. The Company has offered and may continue to offer and sell shares of common stock (“Shares”) in private placement transactions pursuant to certain exemptions of the Securities Act, the laws of the states and jurisdictions where any offering is made. The Company expects to enter into separate Subscription Agreements with investors, pursuant to which investors make commitments to purchase Shares (referred to herein as “Capital Commitments”). Investors will be required to make capital contributions to purchase Shares each time the Company delivers a capital call notice, in an aggregate amount not to exceed each investor’s respective remaining Capital Commitment. The Company may accept additional Capital Commitments from time to time from new investors as well as existing investors that wish to increase their commitment in the Company.

The Company expects to commence investment activities contemporaneously with the initial capital contribution from non-affiliated investors, which is expected to occur on or about the initial date such investors make Capital Commitments.

Investment Strategy

The Company’s investment activities are managed by its investment adviser, BlackRock Capital Investment Advisors, LLC (the “Investment Manager”), a subsidiary of BlackRock, Inc. (together with its subsidiaries, including but not limited to the Investment Manager, “BlackRock” or the “Firm”). BlackRock believes that the Investment Manager’s deep and experienced investment team, organized across 19 industry-focused verticals, is among the most tenured in the direct lending market, having invested in the strategy across multiple market cycles for more than 20 years. This depth of experience enables the team to not only identify more complex, unique and less competitive investments, but also to structure customized downside protection and better target outsized risk-adjusted returns. The Investment Manager utilizes a broad, multi-channel deal origination network across both primary and secondary market sources.

The Company expects to benefit from BlackRock’s successful strategy of investing in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. The Company expects to hold positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Investment Manager believes provides flexibility to adapt to changing market conditions.

The Company expects to benefit from BlackRock’s broad and established sourcing network to seek attractive investment opportunities across all market environments. BlackRock is one of the largest corporate lenders in the world and a long-tenured participant in the private debt markets. As such, it has diversified sourcing channels and maintains an active dialogue with industry and sector contacts, banks, brokers, sponsors, secondary desks, client relationships, other credit-focused investment managers and its well-established network of industry experts and executive-level operating professionals – all of which help to produce attractive deal flow. The Company will pursue primary loan originations as its core strategy with capacity for secondary market accumulations when appropriate. A long-established history of investing in both of these segments affords BlackRock the flexibility to pursue what it views as superior risk-adjusted returns in a variety of market conditions. While the Investment Manager anticipates that it will invest the majority of the Company’s capital in primary market deal flow, during periods of broader capital markets volatility, the Investment Manager may focus attention on secondary market accumulations of undervalued loans offered at what it perceives as attractive discounts relative to the underlying borrower credit fundamentals. Similarly, when investment opportunities in the secondary market become less attractive, the Investment Manager expects to focus greater attention on primary market originated financings. BlackRock has found that the ability to evaluate and execute both primary and secondary middle-market deal flow is a significant competitive advantage. Furthermore, the Investment Manager is supported by the BlackRock Capital Markets group, a dedicated capital markets team responsible for sourcing private and illiquid investment opportunities across the BlackRock Alternatives platform. The BlackRock Capital Markets group provides global, comprehensive sourcing coverage by geography, asset class and transaction type and further supplements the Investment Manager’s deal sourcing by maintaining close relationships across multiple sourcing channels.

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BlackRock’s direct lending strategy provides debt financing to meet the distinct and underserved needs of primarily North American middle-market companies. The Investment Manager will generally target for the Company what it views as healthy businesses that are seeking capital for various objectives, including but not limited to, growth, acquisitions, refinancings/recapitalizations, expansion stage venture lending and LBO activity. BlackRock actively seeks to uncover what it believes are overlooked, asset-rich opportunities with a degree of complexity “outside-of the-box” for traditional senior debt providers. This complexity does not include an element of stress or distress, but may take the form of structural, situational, legal or regulatory concerns, or may result from an industry or sector that is out of favor. In addition, BlackRock is able to utilize its complementary stressed/distressed expertise to more effectively diligence and negotiate complex direct lending investments, manage downside protection and proactively recognize potential problem investments.

BlackRock has built a reputation as a value-added partner in complex or misunderstood opportunities, given its ability to diligence and underwrite such complexity. The Investment Manager believes its deep industry and credit experience distinguishes its reputation, allowing BlackRock to uncover opportunities that less-experienced managers are either not qualified to analyze, or are under-resourced to properly evaluate. BlackRock will continue its longstanding practice of seeking to alter the risk/reward balance in favor of its clients by using a hands-on approach to seek to create superior risk-adjusted returns while protecting value in challenging situations when required.

Competitive Strengths

BlackRock believes that the following characteristics distinguish it from other firms and will allow the Company to maximize the risk/reward ratio of a given investment opportunity.

Proven Strategy

BlackRock has successfully applied its direct lending strategy throughout its history to generate attractive investment opportunities in all phases of a market cycle. Since 2000, BlackRock has deployed more than $21 billion across approximately 740 investments in its direct lending strategy. BlackRock believes that the following elements of its direct lending strategy are designed to enable the Company to generate above-market yields:

I. Identifying value where others do not, in complex or overlooked deals through unique, multi-channel sourcing. This may involve pursuing, among others, transactions that fit the following profile:

• Unique and not widely understood industry dynamics

• Transactional complexity

• Time-sensitive capital need requiring depth of industry knowledge

• Prior performance disruption or operational/management challenges

• Management changes and/or regulatory changes

• Structuring sophistication to accommodate specific collateral/assets for downside protection

II. Large, reputable and deeply experienced team with proven ability to respond to various market conditions quickly and effectively.

III. Dual direct lending and stressed/distressed (special situations) experience to structure better pricing and downside protection and be prepared for unexpected events:

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• BlackRock has an extensive history executing both direct lending and opportunistic credit strategies with deep experience in middle-market finance across a wide range of industries and market cycles.

• The majority of the Investment Manager’s senior-level investment professionals have spent considerable time in specific industry sectors, and the Investment Manager has underwritten and managed investments within those areas for both performing and challenged credits for over 20 years.

Focus on the Middle-Market

Since BlackRock’s first direct lending loan in its first institutional fund was made in 2000, its direct lending strategy has focused primarily on North American middle-market companies with target enterprise values from $100 million to $1.5 billion. The Investment Manager focuses on this segment for the Company because it believes the middle-market supplies several advantages for execution of the Company’s investment strategy, including:

I. A larger pool of successful and financeable companies in the segment compared to the large capitalization market.

II. Investment opportunities where the target often has limited or no access to the broader capital markets as an alternative source of capital.

III. More consistent flow of investment opportunities across market cycles. BlackRock believes this market segment offers greater opportunity for its direct lending strategy due to fewer competing sources of capital, less efficient capital markets and more consistent primary and secondary transaction flow.

Direct Lending Investment Network and Superior Deal Sourcing Capability

BlackRock’s primary deal flow advantage is derived from its proprietary network established over a 20+ year history of providing direct lending capital to middle-market U.S. companies and its intensive industry research and relationship-based approach. BlackRock’s investment professionals maintain established relationships among industry-focused bankers, restructuring professionals, bankruptcy and other attorneys, senior lenders, liquidators, high yield specialists, research analysts and major accounting firms. BlackRock’s long history in direct investing provides what it believes is a broader and deeper network of contacts among fellow corporate board members, former colleagues from a range of high-quality firms, other financial and operating professionals, insurance companies, credit funds, private equity funds, hedge funds and other similar alternative investment funds, which assists in sourcing and negotiating transaction opportunities. Given both its extremely long tenure in the market as well as its position within the world’s largest asset manager, BlackRock is often a first call for middle-market direct lending opportunities, and in particular, those that require a level of specialized knowledge or skill to underwrite and execute. The Firm’s Capital Markets team helps to harness the power of the global franchise in an effort to ensure that BlackRock sees the broadest range of deal opportunities across its investment business. Furthermore, the Firm’s relationships with prior portfolio companies help facilitate positive word-of-mouth recommendations to others seeking BlackRock’s expertise and capital.

Access to Operating Talent

The Investment Manager augments its aforementioned in-house talent with multi-year relationships with former senior executives with strong records of success in major companies across industries in which BlackRock invests. These executive relationships may be used for assistance with due diligence, board seats, sourcing, and in some cases, to fill certain portfolio company operating roles. Importantly, the vast majority of these experienced industry leaders are also investors in funds managed by BlackRock.

Integrity

BlackRock conducts business with the highest standards for integrity. Those standards are apparent in its transparency and openness with its clients, its conservative accounting and management principles, and its relationships with counterparties, rival and allied creditors, portfolio company management teams and external advisors. BlackRock recognizes the value its business integrity provides in attracting clients, employees and operating talent, sourcing and evaluating transactions, and in reorganization negotiations.

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A Leader in Alternative Credit Investing

BlackRock is the world’s largest publicly traded investment management firm, with approximately $7.8 trillion of assets under management as of September 30, 2020. BlackRock manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, real estate, cash management and alternative investment products. BlackRock serves clients in North and South America, Europe, Asia, Australia, Africa and the Middle East. Headquartered in New York, BlackRock maintains offices in over 30 countries, including 25 primary investment centers. BlackRock’s institutional knowledge includes proprietary valuation techniques, market outlook, competitive evaluation and structuring and operational expertise. In addition, BlackRock provides risk management, investment system outsourcing and financial advisory services to a growing number of institutional investors. Through BlackRock Solutions^®, BlackRock provides risk management and advisory services that combine capital markets expertise with internally-developed systems and technology.

For 35+ years, including through legacy entities, BlackRock has been creating and managing alternatives portfolios. BlackRock has continually grown investment capabilities in response to, and in anticipation of, client needs. This strategic commitment is reflected in the considerable human and technological resources it has developed in order to ensure the long-term success of its alternatives platform. BlackRock has also hired respected industry professionals to complement its homegrown talent. Today, BlackRock has over 840+ professionals dedicated solely to alternatives across 25+ global investment centers. BlackRock’s strong governance and scale enable its investment teams to focus solely on investing and benefit from accessing more deals, research, and insight than they would as independent businesses. BlackRock’s scale helps it deliver sourcing, performance, and solutions that aim to help clients achieve objectives.

The Investment Manager’s leadership team comprises a subset of former Tennenbaum Capital Partners, LLC (“TCP”) senior professionals and is supplemented by comparable senior professionals from BlackRock. TCP was a leading alternative investment manager founded in 1999 with a proven track record of investing in direct lending across multiple market cycles prior to entering into the below described transaction with BlackRock. In August 2018, BlackRock acquired TCP, expanding BlackRock’s capabilities in the private credit sector. BlackRock believes that the Company will benefit from blending TCP’s experience in U.S. direct lending with BlackRock’s resources, relationships and global platform. BlackRock is a differentiated investment manager in middle-market direct lending, primarily, for three reasons:

I. Since 2000, BlackRock has invested over $21 billion in approximately 740 portfolio companies. The Investment Manager has generated performance through a substantial volume of activity over many years and across multiple market cycles.

II. In its pursuit of high risk-adjusted return deal flow, BlackRock consciously employs a deal source channel agnostic approach. It originates deals directly from companies as a sole-lender or club lender, from banks and brokers and from a broad mix of both sponsored and non-sponsored sources. It also selectively sources assets in the secondary market at what the Investment Manager views as attractive non-distressed prices during periods of broad market volatility (when available at a modest discount from a performing company). BlackRock strenuously avoids concentrating its substantial deal origination activity on simply one or two deal source channels. Furthermore, the Investment Manager is supported by the BlackRock Capital Markets group, a dedicated capital markets team responsible for sourcing private and illiquid investment opportunities across the BlackRock Alternatives platform. The BlackRock Capital Markets group provides global, comprehensive sourcing coverage by geography, asset class and transaction type and further supplements the Investment Manager’s deal sourcing by maintaining close relationships across multiple sourcing channels.

III. BlackRock has managed complex credits across two complementary strategies for more than 20 years: direct lending and special situations. Both are middle-market credit-focused strategies. As part of its special situations strategy, BlackRock has been through more than 100 portfolio company bankruptcies and restructurings, often as a deliberate part of the investment thesis. Inevitably, across market cycles, direct lending at high risk-adjusted rates of return means an investment manager will encounter credit challenges and therefore difficult decisions and situational complexity. When this occurs, BlackRock has what it believes is a depth of experience that enables it to seek superior recovery outcomes as a result of its breadth of credit experience earned over many years across these two complementary strategies.

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Value-Oriented Direct Lending Investment Strategy

The Company is expected to benefit from BlackRock’s successful strategy of investing in privately-originated, performing senior secured debt primarily issued by North American middle-market companies. This strategy employs a value-oriented approach, with a preference for unique and often less-competitive deals that may have been overlooked due to industry, legal/regulatory or transactional complexity or prior individual company performance. BlackRock expects to leverage its deep credit and industry experience in an effort to unlock value in these opportunities and ultimately provide strong risk-adjusted returns. Since 2000, BlackRock has invested over $21 billion across approximately 740 direct lending investments.

Compelling Middle-Market Opportunity

The Company will invest in senior secured debt investments primarily in the North American middle market, which BlackRock defines as companies with enterprise values between $100 million and $1.5 billion. The targeted “sweet spot” tends to be companies with enterprise values from $100 million to $750 million. BlackRock believes this market segment provides attractive investment opportunities due to three key factors: (1) largest number of established companies in the U.S. market are in this segment; (2) fewer financing alternatives are available for these borrowers than for large capitalization companies; (3) long-term relationships and experience are required to source unique transaction flow in this market segment. In particular, BlackRock believes the direct lending strategy has developed into a core asset class that serves the needs of this segment of the U.S. economy. BlackRock has established itself as a leader in this segment over almost two decades with a reputation for reliability and creativity in structuring financing solutions.

At this time, there is a general recognition that the market has entered a period of heightened uncertainty and volatility as the full impact of COVID-19 (as defined below) continues to be assessed. BlackRock believes that the Company is well positioned to achieve success across a variety of potential macroeconomic scenarios. Market disruption such as the current pandemic often drive better pricing, lower leverage, superior documentation and less competition. In this context of market uncertainty, BlackRock continues to have a positive outlook for the direct lending asset class both in the short term as well as over the next 5-10 years across the U.S. Particularly in times of uncertainty, BlackRock believes it is important to focus on senior secured debt financing in less cyclical industries and in companies with revenue streams which are less affected by geopolitical events and/or the general economic cycle.

Deep and Experienced Team of Credit Specialists

BlackRock believes that the Investment Manager’s investment team, which is organized across 19 industry verticals, is one of the longest-tenured teams in the middle-market lending asset class. The Investment Manager utilizes a centralized investment committee process to execute its direct lending strategy, which BlackRock believes facilitates knowledge-sharing and enhances the ability to provide financing solutions to its deal sources and also proactively manage at-risk investments. The industry-led execution is designed to allow BlackRock to apply years of acquired knowledge and relationships to its sourcing, underwriting and portfolio management of investment opportunities. In BlackRock’s opinion, and demonstrated by the Investment Manager’s extensive track record, this industry-led approach provides an advantage over competitors by bringing to bear insight that exceeds that of a generalist lender. BlackRock understands a potential borrower’s business from an industry-insider perspective and feels it is better equipped to identify key diligence and structuring considerations early in the transaction evaluation. Borrowers appreciate and rely on the Investment Manager to deliver thoughtful initial feedback which accelerates the process to either a more detailed evaluation or a constructive decline. Additionally, this industry-led approach enhances BlackRock’s underwriting diligence and credit agreement negotiation based on key experience with similar companies within the same sector or industry sub-sector. Finally, it helps to inform BlackRock’s actions when challenges arise as part of portfolio monitoring and when strategic decisions are required. The Investment Committee (as defined below) plays an integral role designed to ensure that BlackRock combines its unique industry knowledge with a complementary stressed/distressed skill set possessed by the same team of professionals. BlackRock’s unique and centralized residency of both performing and stressed/distressed credit proficiency is particularly valuable as the Investment Manager seeks to navigate the post-COVID-19 middle market landscape.

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Market Opportunity

BlackRock believes that an attractive investment environment exists for middle market and privately-originated illiquid loans using the investment strategy and approach that BlackRock has successfully employed for over 20 years. Over that time, due to fundamental changes in the U.S. banking system and corporate debt market, lending to middle market companies in the U.S. has radically transformed.

BlackRock believes that the landscape for U.S. middle market private loans has undergone a secular shift which presents an investment opportunity for institutional investors, and that investment platforms offering superior reputation, flexibility and scale will continue to be well-positioned to serve this growing market. The supply-demand dynamics arising from this secular shift are further described below.

Since BlackRock’s first direct lending investment was made in June 2000, the role of banks in middle-market lending has materially reduced. In order to comply with regulations, such as Basel III, the Dodd-Frank Act and certain provisions therein known as the “Volcker Rule,”, banks have reduced their balance sheets to de-risk their business activities. Banks simply cannot lend on the scale they once did to absorb the supply of middle market loans because it has become economically challenging for banks to hold middle market loans. BlackRock recognizes that stricter regulations and enforcement of leveraged lending guidelines has further reduced bank lending activities in the middle market versus earlier periods, and in particular, the period prior to the global financial crisis.

Simultaneously, as illustrated in the chart below, middle market financing needs are high. BlackRock believes that institutional private capital will be needed to address a large volume of financing requirements over the next seven years driven by refinancing needs as well as deployment of private equity cash reserves (often referred to as “dry powder”). The chart below illustrates private equity dry powder in the U.S. middle market.

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¹ Source: Preqin as of December 31, 2019. U.S. Middle Market PE defined as North America-headquartered growth and buyout funds up to $5 billion in size.

BlackRock believes that the growth of small-to-medium sized businesses will be key to growth for all developed economies, and in particular, the United States. Middle market companies represent approximately one-third of U.S. private sector GDP and employ nearly 48 million people, providing approximately one-third of all U.S. jobs as of December 31, 2019, according to the National Center for the Middle Market. BlackRock anticipates that direct lending providers to the middle market will enable these businesses to access capital that is increasingly difficult for them to obtain from traditional bank sources yet is important for continued economic growth.

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While BlackRock does expect a slowdown in M&A in the short-term as a result of the COVID-19 pandemic, in the medium-term, it expects to see an increase in transactions which cannot be executed in the public markets and also expects to see a resetting of pricing and structure, which will likely be favorable to private markets investors. The opportunity set in direct lending should continue to grow given that “alternative” lenders now comprise a meaningful percentage of the credit provided to both U.S. and non-U.S. companies. BlackRock does not anticipate this changing due to recent banking regulation and business model shifts, or as a result of broad market concerns regarding investment liquidity. These structural shifts in the market have created a more robust opportunity for alternative lenders such as BlackRock (and others).

As institutional platforms emerge to fill the void left by banks, BlackRock has found that not all of these platforms are perceived as equally attractive by borrowers, who are seeking comprehensive capital solutions, execution certainty and a long-term relationship-driven approach from their financing providers. In particular, as the effects of the COVID-19 pandemic are more fully absorbed by the private markets, they will likely be unequally experienced across individual companies, industries, management teams and deal sources. BlackRock believes that this dynamic will tilt the balance in favor of reliable financing providers who can offer middle-market borrowers time-tested dependability, industry expertise, flexible debt solutions and a scalable platform.

The competitive dynamics in the middle-market have created a favorable environment for direct lenders with the relevant industry experience to appropriately structure loans for middle-market borrowers. Originating and underwriting such loans requires an established sourcing network and the ability to identify unique situations whereby higher yields may be combined with appropriate structural protections for the lender. For these reasons, BlackRock believes that the Company is well-positioned to continue this historical practice of carefully selecting appropriate risk-adjusted return opportunities in the evolving middle-market. BlackRock’s expertise in navigating situations that incorporate an element of industry-specific complexity and/or require speed of execution, as well as its strict focus on downside protection, should allow BlackRock to continue to generate attractive risk-adjusted returns regardless of market cycle.

Investment Process

BlackRock’s investment process is designed for superior execution based upon its strategic advantages: a deep bench of experienced credit professionals across both liquid and illiquid credit strategies, a strong brand name in middle-market direct lending and unique in-house skills in each stage of its investment process.

The investment process is structured around a group of senior industry-focused investment professionals organized into teams that typically follow an investment from origination through realization and supplemented by incremental origination resources designed to make certain the Firm is accessing all key sourcing channels. BlackRock believes that this consistent involvement of industry focused professionals with intimate knowledge of a company and its unique industry dynamics leads to better investment outcomes. The Investment Manager’s investment professionals, particularly at the senior levels, also possess a broad range of transactional experience across both its direct lending and opportunistic credit strategies. The Investment Manager believes that this multi-strategy experience benefits direct lending in two key areas: (1) it informs its underwriting, and (2) it improves the Investment Manager’s ability to source investment opportunities. The complementary experience in stressed/distressed (special situations) credit informs the Investment Manager’s underwriting for direct lending portfolios, as substantial experience with companies across each industry vertical in challenging circumstances assists the team in better understanding relevant areas of diligence and critical documentation provisions that have been previously stress-tested with other comparable companies in each industry sector.

The ability to provide a capital solution to a wide range of middle market deal sources over more than 20 years and across the industries the Firm follows, both in good times and bad, also makes the BlackRock investment professionals consistently relevant to those deal sources as a valuable capital provider. When industry sectors are performing, BlackRock professionals are providing more direct lending capital, but when an industry experiences a downturn, BlackRock professionals remain relevant as an opportunistic credit capital provider. BlackRock believes that this active participation across its industry teams to all phases of an industry cycle encourages knowledge-sharing, active debate, critical examination of unique opportunities, more robust origination and establishes a deeper set of relationships with key deal sources that need a reliable partner.

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BlackRock evaluates investment opportunities by following a rigorous and disciplined investment process that combines the characteristics highlighted below.

Deal Sourcing

BlackRock’s deal flow advantage comes from its proprietary network and research, earned over an exceptionally long and successful market tenure. The majority of investments in the Company are expected to be generated from primary market sources and will also include opportunistic secondary purchases. The Investment Manager’s investment professionals have long-term relationships with a wide range of deal sources including industry-focused bankers, restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, trading desks (both regional and money center), research analysts, liquidators, accounting firms, fund management teams, board members of former portfolio companies, former colleagues at other high-quality investment firms and other operating professionals to facilitate deal flow. The Investment Manager also expects to leverage the significant BlackRock organizational resources at its disposal by communicating with members of BlackRock’s global credit platform, including investment-grade credit analysts, sub-investment grade credit analysts, real estate (both equity and debt) and private equity teams and with professionals in risk and quantitative analysis. Furthermore, the Investment Manager is supported by the BlackRock Capital Markets group, a dedicated capital markets team responsible for sourcing private and illiquid investment opportunities across the BlackRock Alternatives platform. The BlackRock Capital Markets group provides global, comprehensive sourcing coverage by geography, asset class and transaction type and further supplements the Investment Manager’s deal sourcing by maintaining close relationships across multiple sourcing channels.

Given both its tenure in the direct lending market as well as its scope as one of the largest investment managers in the world, BlackRock is often the first call for new deal opportunities in its core middle-market segment. In addition, BlackRock has relationships with numerous other credit investors, including insurance companies, credit funds, multi-strategy private equity funds, hedge funds and other comparable alternative funds that invest in assets similar to those targeted by the Company.

In addition to drawing upon experience from its considerable resources, BlackRock regularly calls on both active and recently retired senior-level executives from relevant industries to assist with due diligence for potential investments. Historically, these relationships with retired senior executives have also been a valuable source of transactions and critical information. BlackRock’s relationships with its portfolio companies across the entirety of its credit franchise also facilitate positive word-of-mouth recommendations to other companies seeking BlackRock’s expertise and capital. The Firm’s unsurpassed relationship network provides it with the ability to access investment opportunities that competitors may miss or, in competitive circumstances, allows it to engage at an earlier stage in the process.

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Due Diligence

The foundation of BlackRock’s investment process is intensive investment research and analysis by the Firm’s experienced investment professionals. A majority of the Investment Manager’s leadership team has worked together for more than 12 years at BlackRock including their predecessor firm TCP; collectively, they possess a level of direct lending investing experience that is difficult to replicate. In addition to the abundant internal relationships and resources available through BlackRock’s global platform, its in-house knowledge is supplemented with industry experts with direct senior-level management experience in the sectors it targets. The process of rigorously and comprehensively analyzing issuers of securities or loans includes a quantitative and qualitative assessment of the company’s business, an evaluation of its management, business strategy, industry trends, and an in-depth examination of the company’s capital structure, financial results and projections. BlackRock’s due diligence process includes:

• An analysis of the fundamental asset values and enterprise value;

• Review of key assets, core competencies, competitive advantages, historical and projected financial statements, capital structure, financial flexibility, debt amortization requirements, environmental, social and governance considerations, and tax, legal and regulatory contingencies; and

• An assessment of the outlook for the industry and general macroeconomic trends;

• Discussions with management, as well as other industry executives, including an assessment of management/board strengths and weaknesses;

• Review of the issuer’s credit or other related documents, including those governing the issuer such as charter, by-laws and key contracts; and

• Analysis of portfolio risks from a top-down and bottom-up perspective.

Investment Committee and Decision-making

BlackRock’s transaction evaluation is organized around a centralized investment committee that provides for a consistent, repeatable decision-making process. BlackRock’s investment committee for the Company’s portfolio (the “Investment Committee”) includes all investment professionals of the Investment Manager and key senior-level constituents from other functional groups including BlackRock’s Risk and Qualitative Analysis (“RQA”) group. The “Voting Members” of the Investment Committee will be drawn from a pool of the Investment Manager’s senior professionals. There will initially be five permanent Voting Members and up to six rotating Voting Members (rotating Voting Members will vote during certain established time intervals). The Investment Committee generally meets weekly (or more frequently, if determined necessary) and all key professionals are invited and encouraged to attend. Transactions are brought before the Investment Committee and presented by the industry-led deal teams and accompanied by detailed investment memoranda distributed for review in advance of each meeting. Buy/sell recommendations are debated vigorously and all members of the Investment Committee are encouraged to contribute to the discussion. No Voting Member of the Investment Committee holds a veto and a simple majority vote of Voting Members of the Investment Committee is required for action.

Often, investment opportunities are discussed at multiple meetings as the deal team responds to input provided by the Investment Committee throughout the process. Additionally, the investment policy committee generally meets weekly to review new investment opportunities scheduled for broader-firm discussion. The investment policy committee’s purpose is to screen each new opportunity to ensure efficient use of Firm resources and focus deal teams on what it views as the most appropriate potential transactions.

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Portfolio Management

BlackRock closely monitors each investment, as it believes that careful and consistent monitoring of financial performance and market developments is critical to successful investment management. This monitoring is designed to enable BlackRock to respond in a timely and efficient manner to individual company, industry or broader market movements. In addition, BlackRock constructs its direct lending portfolios in a highly-diversified manner by both borrower and industry in an effort to mitigate the drag of any potential credit losses. Accordingly, BlackRock uses an established process that includes the following:

• Weekly (sometimes daily) monitoring by industry-led deal team members that executed the initial purchase;

• Regular and repeated dialogue with investment constituents including company management, industry experts, co-investment partners (if applicable) and senior-level resources throughout the BlackRock platform;

• Internal meetings, as needed, to highlight material investment developments or trends;

• A weekly review by the Investment Committee of activity related to existing portfolio investments that may require broader feedback and decision-making;

• A quarterly portfolio review process that includes a more detailed discussion (with all key investment professionals invited to attend) of each portfolio company meeting certain minimum materiality thresholds to review performance and outlook relative to the original investment thesis; and

• Attendance by industry-focused investment professionals at industry conferences and seminars, and regular meetings with comparable company management contacts.

Culture of Risk Management

BlackRock has a strong risk management orientation. The investment professionals use the Firm’s independent RQA group to aid the day to day portfolio management activities.

RQA leads BlackRock’s portfolio risk analytics by providing independent top-down and bottom-up oversight. RQA partners with BlackRock’s investment professionals to help ensure that risks in the portfolio are consistent across each strategy, with the team’s current investment themes, and with each client’s formal risk constraints. Members of RQA have specialized knowledge of each type of portfolio that BlackRock manages. RQA seeks to identify and properly measure key risks for each portfolio type.

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A private credit risk management team of 7+ specialized professionals engages throughout the investment process. Early involvement with the investment team facilitates identification of risks and effective, constructive challenge. Additionally, the RQA team has full access to the investment teams’ diligence to provide an unbiased view from the same set of information. The private credit risk team is further supported by the broader RQA platform outlined below.

Realizations

BlackRock anticipates that the returns it will generate for the Company will be primarily from interest income from cash-pay credit investments in the portfolio with the remainder generated by capital gains. In addition to regular payments of principal and interest on its credit investments, there are several means by which the Company will monetize investments, including:

• Refinancing and/or repayment by the issuer/borrower;

• Change of control transaction involving the company leading to a refinancing;

• Exchanges of existing instruments for new securities that are subsequently sold; and

• Public offering of securities that create a liquidity event.

Considerations of Environmental, Social and Governance

BlackRock approaches sustainable investing by focusing on:

• Insights: Developing the clearest possible picture of how Environmental, Social and Governance (“ESG”) issues affect risk and long-term return

• Integration: Integrating sustainability-related insights and data into BlackRock’s investment processes across asset classes and investment styles

• Stewardship: Engaging companies in index and alpha-seeking portfolios alike on sustainability-related issues that impact long-term performance

1.          Insights: Developing the clearest possible picture of how ESG issues impact long term return: BlackRock begins from the view that, to be effective investors, the Firm must deeply understand the ways in which ESG issues do and do not affect long-term return. A growing body of investment research and market practice demonstrates that companies which effectively manage material sustainability risks and opportunities outperform their counterparts over time. Still, significant questions remain about causation, timeframe and the availability and consistency of sustainability-related data. BlackRock aims to contribute to evolving research and market practice to help address these questions.

BlackRock is leveraging the scale of its investment platform, proprietary technology and direct, private engagement with companies through its investment stewardship activities to create sophisticated approaches to measuring and assessing sustainability-related risks and opportunities. BlackRock’s Sustainable Investing team analyzes sustainability-related data, examines questions about causation and performance, and generates insights for portfolios firm-wide. The Sustainable Investment team develops proprietary views on materiality of specific sustainability-related topics by leveraging external data as well as proprietary research, and delivers insights to clients via thematic research publications, custom analytics and advisory solutions and innovative product development.

2.          Integration: Integrating sustainability-related insights and data into BlackRock’s investment processes: BlackRock provides its investment teams with data and insights to keep them well informed of sustainability considerations. By enhancing access to information on these risks and opportunities across its diverse platform, BlackRock improves the total mix of information it considers when making active investment decisions and ensures it accounts for long-term risks. BlackRock’s Aladdin technology allows portfolio managers to efficiently access issuer-level ESG information during investment analysis and portfolio construction. Aladdin portfolio-level ESG and carbon metrics enable investment professionals to measure ESG risk and performance against benchmarks.

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BlackRock has launched a firm-wide effort to deepen the integration of sustainability-related insights and data into investment processes globally. BlackRock is building tools that allow its portfolio managers to analyze relevant sustainability information alongside the traditional financial metrics they consider when making active investment decisions. As new data sources and sustainability-related insights are uncovered, this information will be further integrated into BlackRock’s tools and processes. This effort will allow BlackRock to use sustainability information in the same way traditional alpha and risk signals are considered in BlackRock’s alpha-seeking strategies – as another essential input to BlackRock’s decision-making. BlackRock’s investment stewardship efforts benefits from firm-wide data and insights on sustainability-related issues, and its investment teams benefit from the sustainability insights derived from BlackRock’s stewardship activities – a powerful, positive feedback loop.

3.          Stewardship: Engaging companies on sustainability-related issues: BlackRock believes that companies with sound corporate governance practices, including how they manage the environmental and social aspects of their operations, better mitigate risk over the long term and offer better risk-adjusted returns. BlackRock engages with companies held in index and alpha-seeking portfolios alike to encourage them to adopt the robust business practices consistent with sustainable long-term performance.

BlackRock’s investment stewardship efforts, including its direct engagement and voting activities, aim to ensure companies deliver long-term, sustainable growth and returns for clients. As a large investor, BlackRock is able – and feels a responsibility – to monitor the companies in which it invests and to engage with them constructively and privately where BlackRock believes that would help protect clients’ interests. As a fiduciary investor, BlackRock evaluates how companies manage the material sustainability-related risks and opportunities within their businesses. Engagement helps build mutual understanding on any issues where BlackRock is concerned that a company’s practices fall short of operational excellence. It also helps BlackRock assess a company’s approach to governance in the context of its specific circumstances.

Engagement is not one conversation. BlackRock has ongoing private dialogue with companies to explain its views and how it evaluates their actions on relevant ESG issues over time. Where BlackRock has concerns that are not addressed by these conversations, the Firm stands ready to vote against proposals from management or the board. Last year, BlackRock’s stewardship program engaged with about 1,500 companies to discuss their governance practices and the sustainability of their business model. BlackRock has committed to double the size of the investment stewardship team over the next three years, which will enable BlackRock to significantly increase its engagement activities and foster more effective engagement by building a framework for deeper, more frequent and more productive conversations.

In addition to “Insights,” “Integration” and “Stewardship,” which are part of the investment process for the Company, BlackRock offers products designed to provide sustainable investment solutions that empower clients to achieve their financial objectives. While providing sustainable investment solutions is not the focus of the Company, BlackRock currently manages a broad suite of investment solutions on behalf of its clients, in which sustainability themes are central to mitigating risk and enhancing long-term returns. Some of these products are also used by clients to align their financial investments with their values by removing exposure to specific investments, or by generating positive social outcomes alongside market rates of return. BlackRock products range from green bonds and renewable infrastructure to thematic strategies that allow clients to align their capital with the UN Sustainable Development Goals. BlackRock is the largest provider of sustainable ETFs, including the industry’s largest low-carbon ETF; BlackRock manages one of the largest renewable power funds globally, and it is the first asset manager to offer portfolio-level impact reporting for a co-mingled green bond product. With deep expertise in alpha-seeking and index strategies, across both public equity and debt, private renewable power, commodities and real asset strategies, BlackRock is continuing to build scalable products and customized solutions across asset classes.

BlackRock clients increasingly look to BlackRock to not only deliver innovative sustainable investment products, but also to provide a total portfolio assessment of exposure to sustainability-related risks. By combining proprietary data and insights with the power of Aladdin, BlackRock can deliver world-class sustainability analytics, providing clients with an understanding of how sustainability issues affect the risk and long-term return of their investments. Once clients understand their exposure to sustainability issues, they can set targets to improve their portfolio’s positioning. BlackRock offers a wide range of solutions that help its clients take a total-portfolio approach to sustainable investing.

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Investment Restrictions and Other Considerations

In consideration of the desired investment parameters of certain prospective investors, the Company has adopted the following investment restrictions. In addition to applicable legal and regulatory restrictions, the Company will not make an investment commitment to any Prohibited Investment. A “Prohibited Investment” means any prospective investment: (a) whose core business (by reference to the investment and its subsidiaries on a consolidated basis) generates a majority of its gross revenues from any or all of the following: (i) gambling, (ii) brewery activities, the purchase, sale, manufacturing of alcohol, (iii) pork production, processing, (iv) tobacco, (v) the purchase, sale, manufacturing or marketing of weapons, artillery and ammunition to be used in an act of war or military conflict or (vi) pornography (provided that, for the avoidance of doubt, with respect to the foregoing clause (a), an investment’s revenues shall not be determined by reference to the revenues of such investment’s tenants, customers, restaurant or hotel operations and shall be determined solely by reference to the investment’s revenues from its business operations) or (b) that derives the majority of its revenues (by reference to the investment and its subsidiaries on a consolidated basis) from, or has its Country of Domicile in, one or more Restricted Countries. For purposes of this paragraph, the “Restricted Countries” are Algeria, Cyprus, Djibouti, Egypt, Ethiopia, Iran, Iraq, Israel, Jordan, Lebanon, Libya, Malta, Morocco, Sudan, Syria, Tunisia, Turkey, and Yemen, and “Country of Domicile” means the country in which the prospective investment is headquartered. The majority revenue test will be measured based on the twelve-month period immediately prior to the time at which an investment commitment would otherwise be made by the Company to such prospective investment.

The investment restrictions outlined above will be measured immediately after giving effect to each investment. As a result of changes in the value of one investment relative to other investments in the portfolio, among other reasons, an investment (or group of investments) may exceed the limits set forth at any particular time and, in connection therewith, the Company will not be obligated, and may have limited ability to, reduce the Company’s exposure to such investment(s). For the avoidance of doubt, to the extent the Company makes an investment commitment in an investment whose Country of Domicile was, at the time at which such investment commitment was made, not located in the Restricted Countries, and the principal headquarters is subsequently relocated to a Restricted Country, the Company will not be obligated to dispose of its investment.

The Company generally seeks to minimize the amount of U.S. federal income tax required to be withheld from distributions to its non-U.S. shareholders (as defined below), subject to the Company’s investment objective and provided that this intention shall not require the Company to forgo any investment opportunity or to structure any investments of the Company or conduct the business of the Company in any particular manner.

Private Offering of Common Stock

The Company expects to enter into separate Subscription Agreements with investors providing for the private placement of Shares (the “Private Offering”). The Subscription Agreement sets forth, among other things, the terms and conditions upon which the investors will purchase Shares, the circumstances under which the Company may draw down capital from investors, certain covenants that all investors must agree to, and the remedies available to the Company in the event that an investor defaults on its obligation to make Capital Commitments. In addition, the Subscription Agreement includes a questionnaire designed to ensure that all investors are either (i) “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act, or (ii) in the case of shares sold outside the United States, persons that are not “U.S. persons” in accordance with Regulation S under the Securities Act.

While the Company expects each Subscription Agreement to reflect the terms and conditions summarized in the following paragraphs, the Company reserves the right to enter into Subscription Agreements that contain terms and conditions not found in the Subscription Agreements entered into with other investors, subject to applicable law.

The Company expects to enter into a Subscription Agreement with one or more accredited investors as soon as practicable after the date hereof (the date the Company enters into a Subscription Agreement with one or more investors after the date hereof is referred to herein as the “Initial Closing Date”).

Pursuant to Subscription Agreements, investors make Capital Commitments to purchase Shares. The Subscription Agreements provide that investors are required to fund capital contributions to purchase Shares (also referred to herein as a “Drawdown Purchase”), each time the Company delivers a drawdown notice, which the Company will deliver at least ten calendar days prior to the date on which contributions will be due, provided that the initial Drawdown Purchase is expected to occur on or about the Initial Closing Date. Drawdown Purchases are allocated among investors with unfunded Capital Commitments in amounts proportional to the Capital Commitment of each investor.

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The offering price per Share at the initial Drawdown Purchase will be $10.00. Following the initial Drawdown Purchase, the Company will issue Shares at a price based on net asset value per share as determined as of the end of the most recent fiscal quarter for which net asset value has been determined prior to the Drawdown Purchase date in accordance with the valuation policies adopted by the Board of Directors, subject to adjustment from the latest quarterly valuation date in accordance with the Company’s valuation policies and subject to Section 23 of the 1940 Act (which generally prohibits the Company from issuing Shares at a price below the then-current net asset value of the Shares as determined within 48 hours, excluding Sundays and holidays, of such issuance) in an amount equal to the percentage of the Capital Commitments specified by the Company in the drawdown notice.

The Company may accept additional Capital Commitments to purchase Shares at subsequent closings from existing and additional investors for up to 18 months after the Initial Closing Date (the “Final Closing Date”); provided that with approval of a majority of the then outstanding Shares, the Company may extend the Final Closing Date for up to an additional six (6) months (i.e., the offering period may conclude 24 months after the Initial Closing Date).

All Drawdown Purchases will generally be made pro rata, in accordance with the remaining Capital Commitments of all investors, provided that (i) the Company may, in its discretion, call Drawdown Purchases on a non-pro rata basis to comply with ownership limitations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) new investors participating in subsequent closings will make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company.

In order to more fairly allocate organizational and offering costs among all Shareholders, the aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed to the Company the same percentage of contributed capital relative to their capital commitment at previous closings. Catch-Up Purchases will be made at a per share price adjusted to appropriately reflect such investor’s pro rata portion of the Company’s initial organizational and offering.

Investment Period

The “Investment Period” will begin on the date of the initial Drawdown Purchase, which is expected to occur on or about the date of the Initial Closing, and will end three years after the Final Closing Date, subject to a 12-month extension of the Investment Period if requested by the Investment Manager and approved by a majority of the then outstanding Shares. During the Investment Period, Capital Commitments may be called by the Company in any amount on not less than 10 calendar days’ prior written notice to investors, provided that a portion of the Capital Commitments of investors investing at the Initial Closing Date will be drawn to purchase Shares on or about the Initial Closing Date. To the extent that the Company has made distributions to Shareholders representing a return of capital during the Investment Period, such amount may be re-called by the Company during the Investment Period at any time in any amount on not less than 10 calendar days’ prior written notice.

Undistributed capital may be reinvested by the Company throughout the Investment Period. Following the expiration of the Investment Period, Capital Commitments may only be called to:

(i)           cover, or reserve, for actual or anticipated expenses and liabilities of the Company (including payment of the management (including the base fee or the incentive fee), operating expenses of the Company and indemnification or other obligations of the Company, whether contingent or otherwise), and to acquire the interest of a defaulting investor;

(ii)         complete investments that were approved by the Investment Committee prior to the expiration of the Investment Period or as to which a definitive agreement, letter of intent, memorandum of understanding or similar document (whether or not legally binding on the parties thereto) has been entered into prior to the expiration of the Investment Period (each, a “Pending Investment”);

(iii)         satisfy liabilities and other obligations (including any remaining funding obligation) with respect to any existing investment, and any borrowings or guarantees of the Company;

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(iv)         engage in hedging transactions;

(v)          exercise any equity rights held as of the end of the Investment Period; and

(vi)         fund any additional investment (in addition to any included in (ii)) that the Investment Manager determines in its discretion is appropriate or necessary to preserve or protect the value of any existing investment (each, a “Follow-On Investment”) in an amount equal to up to 15% of the aggregate Capital Commitments.

For the avoidance of doubt, any investment that is in the nature of a revolving credit facility or line of credit, delayed draw loan or similar financing arrangement will be treated as a Pending Investment and not a Follow-On Investment for purposes of the foregoing limitations.

In addition, following the expiration of the Investment Period, the Company may only make new investments described in clauses (ii), (iv), (v) and (vi) of the preceding paragraph, or in investments in investment-grade short-term securities (“Temporary Investments”).

If, at any time during the Investment Period, any three of the permanent Voting Members of the Investment Committee cease to be Voting Members of the Investment Committee, the Investment Manager will replace each such Voting Member promptly, but in any event, within four (4) months of the third departure. Such third departure that results in fewer than four (4) permanent Voting Members of the Investment Committee remaining will constitute a “Key Personnel Event.” If, at any time during the Investment Period, a Key Personnel Event occurs, then (a) the Investment Manager will provide prompt notice to the Shareholders, not later than ten (10) business days thereafter, and (b) the Investment Period will be automatically suspended. The Investment Period will be reinstated upon the earlier to occur of (i) the existence of at least four (4) permanent Voting Members on the Investment Committee prior to the four (4) month anniversary of the Key Personnel Event and (ii) the approval of a majority of the then outstanding Shares that are not held by affiliated persons of the Investment Manager.

The Investment Period may be terminated upon 60 calendar days’ written notice to the Investment Manager following a vote of at least 66 2/3 % of the then outstanding Shares.

Term

The Company’s term (the “Term”) will continue until the close of business on the last day of the fiscal quarter during which the seventh anniversary of the Final Closing Date occurs. In addition, the Investment Manager may, with the consent of the holders of a majority of the then outstanding Shares, extend the Term for up to two additional one-year periods.

The Company may be dissolved prior to the end of the Term (or such subsequent dates to which the Term has previously been extended) as follows:

• upon the termination of the Investment Manager for any reason and approval by Shareholders of the dissolution of the Company by the vote of a majority of the votes cast in person or by proxy at a meeting of Shareholders;

• when it becomes illegal or in the opinion of the Board of Directors impracticable or inadvisable to continue operating the Company, and the Board of Directors approves the dissolution of the Company;

• upon a determination by Shareholders that the Company cannot by reason of its liabilities continue its business and that it be dissolved by the vote of a majority of the votes cast in person or by proxy at a meeting of Shareholders; or

• upon Shareholder approval of the dissolution of the Company by the vote of 75% of the votes cast in person or by proxy at a meeting of Shareholders.

Any such election to dissolve the Company prior to the end of the Term will terminate the Investment Period.

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As the Company approaches its termination date, the Investment Manager will seek to wind down the Company in an orderly manner, with the goal of maximizing the value of the Company’s investments and investor returns. As the Company winds down, it may be impossible, impractical or inadvisable for it to continue to meet the RIC diversification requirements or it may be required to cease making follow-on investments in order to meet the RIC diversification requirements. If the Company fails to meet the diversification requirements it will not be able to maintain its RIC tax status. If the Company is unable to or expects that it will not be able to maintain its RIC tax status as the Company winds down, the Company may seek to (i) convert to a partnership for U.S. federal income tax purposes, (ii) convert to a C-corporation for U.S. federal income tax purposes, (iii) convert into, or contribute its assets to, a liquidating trust or (iv) form a new entity capitalized as a wholly‐owned subsidiary of the Company to make and hold follow-on investments. The Board of Directors, in consultation with the Investment Management, will determine at such time the best course of action, based on analysis of the Company’s portfolio, market conditions, credit facility restrictions, if applicable, and investor considerations.

In connection with the dissolution of the Company, Shareholders may be given the opportunity (but would not be required) to elect to exchange their interests in the Company for interests in another investment vehicle managed by the Investment Manager or its affiliates.

The Company will not conduct a public offering of its common stock without approval of a “majority of the outstanding voting securities” of the Company, as defined in the 1940 Act.

Restrictions on Transfers of Shares

Shareholders may not sell, assign, transfer or otherwise dispose of (a “Transfer”) any Shares unless (i) the Investment Manager gives consent, and (ii) the Transfer is made in accordance with applicable securities laws and the Company’s Certificate of Incorporation and by-laws (the “Governing Documents”). The Investment Manager will not unreasonably withhold its consent to the Transfer of all or a portion of a Shareholder’s Shares to an affiliate of such Shareholder on at least 30 days’ prior written notice; provided that the conditions in the Governing Documents are otherwise satisfied.

Private Offering of Notes

On or about the Initial Closing Date, the Company expects to issue to each of approximately 110 separate investors a promissory note with a principal amount of $1,000, each a “Note” and collectively the “Notes”. The purchase price for each Note will be $1,000 per Note. The Company will pay interest on the unpaid principal amount of the Notes at a rate of 12.00% per annum per Note payable semi-annually in arrears. The Notes will have a 30-year term. Some or all of the Notes may be prepaid by the Company at any time, in whole or in part, provided that (i) the Company will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the prepayment occurs prior to December 31, 2022, the Company will pay on the date of such prepayment a one-time premium equal to $100 per Note. The Company expects to issue the Notes in private placement transactions pursuant to certain exemptions of the Securities Act and the laws of the states and jurisdictions where any offering is made.

The Notes are offered through H&L Equities, LLC, or “H&L”, a registered broker dealer and an affiliate of REIT Funding, LLC, or “REIT Funding”. With respect to the private offering of Notes, the Company will pay a fee of approximately $11,250 to REIT Funding and the Company will reimburse REIT Funding for certain expenses. From this fee, REIT Funding will pay a brokerage commission of $5,500 to H&L. The Company will also pay REIT Administration, LLC, an affiliate of REIT Funding, LLC, an initial fee of $1,000 and an annual fee of $8,000 for its administrative services related to the Notes.

Potential Conflicts of Interest

Potential conflicts of interest exist in the structure and operation of the Company’s business and should be considered carefully before investing.

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As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Investment Manager and their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock Solutions^® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should help enable these entities to offer attractive opportunities and service to the Company, such relationships and activities create certain inherent actual and potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates certain potential and actual conflicts of interest.

Conflicts between the Company and Other Client Accounts

Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return from another investment vehicle or separate account than from the Company provides incentives for the Investment Manager or other BlackRock Entities to favor the other investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Investment Manager believes could result in favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation.

Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Investment Manager will generally be an affiliate of the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the Investment Manager and the funds managed by the Investment Manager have received an order providing an exemption from certain SEC regulations prohibiting transactions with affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. The Investment Manager may also face conflicts of interest in making investments pursuant to the Order.

The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their affiliates.

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To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the “Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the Company and other Client Accounts. BlackRock and the Investment Manager reserve the right to change the Allocation Policy and guidelines relating thereto from time to time without the consent of or notice to the Shareholders, subject to the disclosure requirements of applicable law.

As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order.

Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Investment Manager and its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Investment Manager and/or its affiliates.

Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company.

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Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the investment. For example, the Investment Manager’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and applicable law, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, the Investment Manager and the other BlackRock Entities may find that their own interests, the interests of the Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, the Order to the extent applicable and applicable law. Shareholders should be aware that conflicts will not necessarily be resolved in favor of the Company and that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts.

In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing investment, even if the Investment Manager believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under applicable law, which may adversely affect the performance of the Company.

Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or not the portfolio decisions emanate from the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be disadvantaged.

Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Company.

The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law, pursue or enforce rights or take other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment.

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Conflicts may also arise because portfolio decisions made by the Investment Manager on behalf of the Company may benefit other BlackRock Entities or Client Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law, the Company may invest directly or indirectly in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, the Investment Manager may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own investments in and activities with respect to such investments.

Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, the Investment Manager may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock Entity’s or Client Account’s involvement with the relevant issuer or investment.

Moreover, the Investment Manager’s investment professionals, its Investment Committee, its senior management and employees serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, the fulfillment of which might not be in the best interests of the Company or Shareholder. In addition, certain of the personnel employed by the Investment Manager or focused on the Company’s business may change in ways that are detrimental to the Company’s business.

Transactions Between Client Accounts. Each of the BlackRock Entities and the Investment Manager reserve the right to conduct cross trades between the Company and other Client Accounts in accordance with applicable legal and regulatory requirements. The Investment Manager may cause the Company to purchase securities or other assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Investment Manager believes such transactions are appropriate and in the participants’ best interest, subject to applicable law. The Company may enter into “agency cross transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under applicable law and the relevant Client Account governing documents. In such cases, the Investment Manager and such other Client Accounts or BlackRock Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Investment Manager, such transactions will be effected in accordance with the requirements of such provisions and rules.

Proxy Voting. The Board of Directors has delegated to the Investment Manager discretion with respect to voting and consent rights of the assets of the Company. Consistent with applicable law, BlackRock has adopted and implemented written proxy voting policies and procedures with respect to individual securities held by the Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including the Company. Shareholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports.

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Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar investment objectives as the Company may be different than those applicable to Shareholders and may create conflicts. In particular, with respect to investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar investment objectives to the Company, information sharing may, to the extent permitted under applicable law, be more extensive, detailed and timely as compared to information available to Shareholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to Shareholders.

Decisions Made and Actions Taken by BlackRock may Raise Potential Conflicts of Interest

Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Investment Manager will have the right to make certain determinations on behalf of the Company, in its discretion. Any such determinations may affect Shareholders differently and some Shareholders may be adversely affected by such determinations by the Board of Directors or Investment Manager. Shareholders may be situated differently in a number of ways, including being resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally-imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors or the Investment Manager that may be more beneficial for certain Shareholders. In making determinations on behalf of the Company, including in structuring and completing investments, the Investment Manager intends to consider the investment and tax objectives of the Company and the Shareholders as a whole, not the investment, tax or other objectives of any Shareholder individually.

Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, and without notice to the Company or Shareholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or outsourcing may give rise to potential conflicts of interest.

Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s advisory board, affiliation with the Investment Manager or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited capacity and in thinly traded securities and less liquid markets.

Furthermore, Shareholders’ rights to information regarding the Investment Manager or the Company generally will be limited to applicable reporting obligations and information requirements under the Exchange Act and applicable state laws. It is anticipated that the Investment Manager and its affiliates will obtain certain types of material information from or relating to the Company’s investments that will not be disclosed to Shareholders because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse consequences for Shareholders in a variety of circumstances and may make it difficult for a Shareholder to monitor the Investment Manager and its performance.

Investment Manager Decisions May Benefit BlackRock Entities and BlackRock Accounts.BlackRock Entities may derive ancillary benefits from certain decisions made on behalf of the Company. While the Investment Manager will make decisions for the Company in accordance with its obligations to manage the Company appropriately, the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Investment Manager for the Company than they would have been had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and therefore may indirectly derive ancillary benefits from certain decisions made by the Investment Manager. The Investment Manager may also make decisions and exercise discretion with respect to the Company that could benefit BlackRock Entities that have invested in the Company.

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Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high-grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would not arise in connection with an Shareholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required.

Management Responsibilities. The employees and directors of the Investment Manager or its affiliates are not under any obligation to devote all of their professional time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary to carry out the operations of the Company effectively. Employees and directors of the Investment Manager engage in other activities unrelated to the affairs of the Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company).

The Investment Manager may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company BlackRock’s global capabilities. Although the Investment Manager believes this practice generally is in the best interests of its clients, it is possible that conflicts with respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in various jurisdictions, time differences or other reasons. The Investment Manager will seek to ameliorate any conflicts that arise and may determine not to utilize the personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits.

Advisory Fee. The Company will pay the Investment Manager the Advisory Fee, subject to and in accordance with the Investment Management Agreement. Because the base fee component of the Advisory Fee is calculated based upon the total assets of the Company, the Advisory Fee structure creates an incentive for the Investment Manager to hold onto investments that have poor prospects for improvement in order to receive ongoing Advisory Fees or to call capital when it might not otherwise have done so.

Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, positions taken for the Company.

Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments.

In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to invest, which can give rise to conflicting obligations and interests.

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As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to resolve such conflicts appropriately if they do occur.

Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board of Directors. Moreover, a significant portion of the assets in which the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board of Directors.

Potential Restrictions on the Investment Manager’s Activities on Behalf of the Company. From time to time, the Investment Manager expects to be restricted from purchasing or selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client Accounts and/or the Investment Manager’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Investment Manager (on behalf of the Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Investment Manager on behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or limitations (such as through the implementation of appropriate information barriers), and in such cases, the Investment Manager on behalf of the Company may purchase or sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or disadvantage for the management of the Company and/or for the Investment Manager and its affiliates, and the Investment Manager may decline or limit an investment opportunity or dispose of an existing investment as a result.

In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or profitable. Under certain circumstances, the Investment Manager may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a case by case basis.

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Other Services and Activities of the BlackRock Entities. Subject to the Governing Documents of the Company and applicable law, the BlackRock Entities (including the Investment Manager) will, from time to time, provide financial, consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the Investment Manager) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. There can be no assurance that no other service provider is more qualified to provide such services, could provide such services at a lesser cost or could provide greater benefits to issuers of securities held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. Conflicts are expected to arise in connection with the foregoing.

The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and enable the BlackRock Entities to obtain additional business and generate additional revenue.

Potential Restrictions and Issues Relating to Information Held by BlackRock. The Investment Manager may not have access to information and personnel of all BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on alternative investments and otherwise. Therefore, the Investment Manager may not be able to manage the Company with the benefit of information held by one or more other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Investment Manager may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Investment Manager may have input into, or make determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Investment Manager’s proposed investment activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock will be under no obligation to make available any research or analysis prior to its public dissemination.

The Investment Manager makes decisions for the Company based on the Company’s investment program. The Investment Manager from time to time may have access to certain fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same security. The Investment Manager may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the BlackRock Entities or by the Investment Manager itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded securities and less liquid markets.

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The BlackRock Entities and different investment teams and groups within the Investment Manager have no obligation to seek information or to make available to or share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment teams and groups within the Investment Manager may compete with the Company or any third-party manager with which the Company invests for appropriate investment opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or conflict with the advice the Investment Manager may give to the Company, including with respect to their view of the operations or activities of an investment, the return of an investment, the timing or nature of action relating to an investment or the method of exiting an investment.

BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, including the Investment Manager’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits.

Material, Non-Public Information. The Investment Manager and its personnel may not trade for the Company or other Client Accounts or for their own benefit or recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the Investment Manager) may have access to Inside Information. The Investment Manager has instituted an internal information barrier policy designed to prevent securities laws violations based on access to Inside Information. Accordingly, there may be certain cases where the Investment Manager may be restricted from effecting purchases and/or sales of interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the Company and/or the other Client Accounts. There can be no assurance that the Investment Manager will not receive Inside Information and that such restrictions will not occur. At times, the Investment Manager, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have otherwise been made.

Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material non-public information about a portfolio company which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account.

Transactions with Certain Shareholders. The Company is permitted to enter into transactions with certain Shareholders, subject to applicable law. For example, the Investment Manager may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the Company’s investments from certain Shareholders or their affiliates that are engaged in lending or related business, which subjects the Investment Manager to conflicts of interest.

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Other Conflicts

The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Shareholders may work with pension or other institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other institutions, including assisting in the selection and monitoring of investment advisers such as the Investment Manager. From time to time, Investment Consultants who recommend the Investment Manager to, and provide oversight of the Investment Manager for, Shareholders may also provide services to or purchase services from the BlackRock Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest.

Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, relationships with (or may invest in) a significant number of clients and other market participants (e.g. financial institutions, service providers, managers of investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. Furthermore, the Investment Manager generally exercises its discretion to recommend to the Company or to an investment thereof that it contract for services with such clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Investment Manager may refrain from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Investment Manager expects to be subject to a potential conflict of interest in making such recommendations, in that Investment Manager has an incentive to maintain goodwill between it and clients and other market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its investments.

Legal Representation. The Company, as well as the Investment Manager and/or other BlackRock Entities, have engaged several counsel to represent them in connection with the organization of the Company and the offer and sale of Interests, and not for any Shareholder or the Shareholders as a group. In connection with such representation, including the preparation of this Registration Statement, counsel has relied upon certain information furnished to them by the Investment Manager and the BlackRock Entities, and has not investigated or verified the accuracy or completeness of such information. In connection with the offering and subsequent advice, such counsel’s engagement is limited to the specific matters as to which they are consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be representing Shareholders. No independent counsel has been retained (or is expected to be retained) to represent Shareholders. No attorney-client relationship exists between any counsel and any Shareholder solely by such Shareholder making an investment in the Company. As a result, Shareholders are urged to retain their own counsel.

Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular Shareholders, on the one hand, and other Client Accounts or BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of the Investment Manager and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflicts. Shareholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected Shareholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or other terms with respect to investments, transactions or services than if such conflicts of interest did not exist.

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Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for BlackRock to comply with its fiduciary duties, the 1940 Act, Investment Advisers Act of 1940, as amended (the “Advisers Act”) or other applicable law. The Investment Manager may, under certain circumstances, seek to have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Investment Manager’s Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at www.sec.gov and will be provided to prospective Shareholders and Shareholders upon request.

The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in the Company. Additional conflicts may exist that are not presently known to the Investment Manager, BlackRock or their respective affiliates or are deemed immaterial. Prospective investors should read this entire Registration Statement and consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of interest.

Leverage

Other than the Notes described herein, the Company will be unlevered; provided, however, that the Company may enter into Credit Facility Debt, as described herein. The amount of the Credit Facility Debt will not exceed 90% of the aggregate Capital Commitments to the Company. Pursuant to the 1940 Act, the Company may only draw upon such Credit Facility Debt in amounts such that the Company complies at the time of each such draw with the asset coverage requirements of the 1940 Act described below under “—Asset Coverage Requirement.”

Investment Management Agreement

The Investment Manager is located at 100 Bellevue Parkway, Wilmington, Delaware 09809. The Investment Manager is registered as an investment adviser under the Advisers Act. The Investment Manager is a wholly-owned subsidiary of BlackRock, Inc. BlackRock is the world’s largest publicly traded investment management firm, with approximately $7.8 trillion of assets under management as of September 30, 2020. BlackRock manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, real estate, cash management and alternative investment products. BlackRock serves clients in North and South America, Europe, Asia, Australia, Africa and the Middle East. Headquartered in New York, BlackRock maintains offices in over 30 countries, including 25 primary investment centers. BlackRock’s institutional knowledge includes proprietary valuation techniques, market outlook, competitive evaluation and structuring and operational expertise. In addition, BlackRock provides risk management, investment system outsourcing and financial advisory services to a growing number of institutional investors. Through BlackRock Solutions^®, BlackRock provides risk management and advisory services that combine capital markets expertise with internally-developed systems and technology.

Under the terms of the Investment Management Agreement, the Investment Manager:

• determines the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

• identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on prospective portfolio companies); and

• closes, monitors and administers the investments the Company makes, including the exercise of any voting or consent rights.

The Investment Manager’s services under the Investment Management Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

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Pursuant to the Investment Management Agreement, the Company pays the Investment Manager compensation for investment advisory and management services consisting of base management compensation and a two-part incentive compensation (the “Advisory Fee”).

Base Management Fee

The base management fee will be calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) on the last day of each preceding calendar quarter and will be payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. No base management fee will be payable for the period from the date of the initial Drawdown Purchase through the end of the first calendar quarter after the initial Drawdown Purchase. Subsequently, the base management fee will be calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The base management fees for any partial quarter will be appropriately prorated.

Incentive Fee

Incentive compensation will be payable to the Investment Manager pursuant to the Investment Management Agreement. The incentive fee will consist of two components. Each component of the incentive fee will be calculated and, if due, paid quarterly in arrears.

The ordinary income component of the incentive fee will be the amount, if positive, equal to 12.5% of the cumulative ordinary income before incentive compensation, less cumulative ordinary income incentive compensation previously paid. Notwithstanding the foregoing provision, the Company will not be obligated to pay any ordinary income incentive fee to the extent such amount would exceed 12.5% of the cumulative total return of the Company that exceeds an 6.857143% annual return on daily weighted average unreturned capital contributions, plus all of the cumulative total return that exceeds a 6.0% annual return on daily weighted average unreturned capital contributions but is less than an 6.857143% annual return on daily weighted average unreturned capital contributions, less cumulative ordinary income and capital gains incentive compensation previously paid.

The capital gains component of the incentive fee will be the amount, if positive, equal to 12.5% of the cumulative realized capital gains (computed net of cumulative realized losses and cumulative net unrealized capital depreciation, if any), less cumulative capital gains incentive compensation previously paid or distributed. The capital gains component will be paid in full prior to payment of the ordinary income component. Notwithstanding the foregoing provision, the Company will not be obligated to pay any capital gains incentive fee to the extent such amount would exceed 12.5% of the cumulative total return of the Company that exceeds a 6.857143% annual return on daily weighted average unreturned capital contributions, plus all of the cumulative total return that exceeds a 6.0% annual return on daily weighted average unreturned capital contributions but is less than an 6.857143% annual return on daily weighted average unreturned capital contributions, less cumulative ordinary income and capital gains incentive compensation previously paid.

For purposes of the foregoing computations and the total return limitation:

“cumulative” means amounts for the period commencing on the initial Drawdown Purchase date and ending as of the applicable calculation date.

“ordinary income before incentive compensation” means the Company’s interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees received from portfolio companies) during the period, minus the Company’s operating expenses during the period (including the base management fee, expenses payable under the administration agreements, any interest expense and any dividends paid on any issued and outstanding preferred stock), plus increases and minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as changes in unreturned capital contributions, and without reduction for any incentive compensation and any organization or offering costs, in each case determined on an accrual and consolidated basis.

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“total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis.

“unreturned capital contributions” means the proceeds to the Company of all issuances of Shares, less all distributions by the Company to Shareholders representing a return of capital.

Examples of Incentive Fee Calculation

The figures provided in the following examples are hypothetical, are presented for illustrative purposes only and are not indicative of actual expenses or returns.

Example 1: Income Portion of Incentive Compensation:

Assumptions

• Total return hurdle¹ = 6%

I. Alternative 1

a. Additional Assumptions

i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 9.5%

ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 8.0%

iii. cumulative annual total return = 5%

b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation.

II. Alternative 2

a. Additional Assumptions

i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 9.0%

ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5%

iii. cumulative annual total return = 8.0%

b. Tentative income incentive compensation = 12.5% x ordinary income before incentive compensation.

= 12.5% x 7.5%

= 0.9375%

c. Total return after tentative incentive compensation = 8.0% - 0.9375%

= 7.0625%

¹ Represents 6.0% annualized total return hurdle. Excludes organizational and offering costs.

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d. Cumulative ordinary income before incentive compensation is positive and the total return after tentative incentive compensation exceeds the total return hurdle, therefore incentive compensation is fully payable.

III. Alternative 3

a. Additional Assumptions

i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 9.0%

ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5%

iii. cumulative annual total return = 6.75%

b. Tentative income incentive compensation = 12.5% x ordinary income before incentive compensation.

= 12.5% x 7.5%

= 0.9375%

c. Total return after tentative incentive compensation = 6.75% - 0.9375%

= 5.8125%

d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle

= 6.75% - 6.0%

= 0.75%

Example 2: Capital Gains Portion of Incentive Compensation:

I. Alternative 1:

a. Assumptions

i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”).

ii. Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million. Cumulative annual total return of 20%.

iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%.

iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%.

b. The capital gains portion of the incentive compensation would be:

i. Year 1: None.

ii. Year 2: Capital gains incentive compensation of $3.75 million ($3.75 million = $30 million realized capital gains on sale of Investment A multiplied by 12.5% and total return hurdle satisfied).

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iii. Year 3: None; no realized capital gains.

iv. Year 4: Capital gains incentive compensation of $0.125 million ($31 million cumulative realized capital gains multiplied by 12.5%, less $3.75 million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied).

II. Alternative 2

a. Assumptions

i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”).

ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million. Cumulative annual total return of 10%.

iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 5.5%.

iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 15%.

v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%.

b. The capital gains portion of the incentive compensation would be:

i. Year 1: None.

ii. Year 2: Capital gains incentive compensation of $3.125 million; 12.5% multiplied by $25 million ($30 million realized capital gains on Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied).

iii. Year 3: None as the total return hurdle is not satisfied.

iv. Year 4: Capital gains incentive compensation of $1.25 million ($35 million cumulative realized capital gains (including $5 million of realized capital gains from year 3 at a time when the total return limitation was not satisfied and no cumulative unrealized capital depreciation) multiplied by 12.5%, less $3.125 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied).

v. Year 5: Capital gains incentive compensation of $1.25 million ($45 million cumulative realized capital gains multiplied by 12.5%, less $4.375 million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied).

Limitation of Liability and Indemnification

The Investment Management Agreement provides that the Investment Manager and its officers, directors, employees and affiliates are not liable to the Company or any Shareholders for any act or omission by it or its employees in the supervision or management of the Company’s investment activities or for any loss sustained by the Company or Shareholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the Investment Management Agreement. The Investment Management Agreement also provides for indemnification by the Company of the Investment Manager’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to the Company, subject to the same limitations and to certain conditions.

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Board and Stockholder Approval of the Investment Management Agreement

The Board of Directors approved the Investment Management Agreement on November 19, 2020 and the Company’s sole stockholder approved the Investment Management Agreement on November 19, 2020. In its consideration of the Investment Management Agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the nature, quality and extent of the advisory and other services to be provided to the Company by the Investment Manager; (b) comparative data with respect to advisory fees or similar expenses paid by other business development companies with similar investment objectives; (c) the Company’s projected operating expenses and expense ratio compared to business development companies with similar investment objectives; (d) any potential sources of indirect income to the Investment Manager from its relationships with the Company and the profitability of those relationships; (e) information about the services to be performed and the personnel who will perform such services under the Investment Management Agreement; (f) the organizational capability and financial condition of the Investment Manager and its affiliates; (g) the Investment Manager’s practices regarding the selection and compensation of brokers that execute the Company’s portfolio transactions and the brokers’ provision of brokerage and research services to the Investment Manager; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed structure.

Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the investment management fee rates are reasonable in relation to the services to be provided.

Duration and Termination

The Investment Management Agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in effect from year to year if approved annually by the Board of Directors or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a quorum of a majority of the outstanding voting securities is present, including, in either case, approval by a majority of the directors who are not interested persons. The Investment Management Agreement will automatically terminate in the event of its assignment. The Investment Management Agreement may be terminated by the Company without penalty upon not less than 60 days written notice to the Investment Management, as authorized either by the Board of Directors or by vote of Shareholders. The Investment Management Agreement may be terminated by the Investment Manager without penalty upon not less than 120 days written notice to the Company.

The Administrator

BlackRock Financial Management, Inc. (the “Administrator”) serves as the Company’s administrator. The principle executive offices of the Administrator are located at 40 East 52^nd Street, New York, New York 10022. The Company has entered into an administration agreement with the Administrator (the “Administration Agreement”). Pursuant to the Administration Agreement, the Administrator will perform (or oversee, or arrange for, the performance by third parties of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator will provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board of Directors of the Company, will from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator will also, on behalf of the Company, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator also makes reports to the Company's Board of Directors of its performance of obligations under the Administration Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it determines to be desirable. The Administrator is responsible for the financial and other records that the Company is required to maintain and will prepare all reports and other materials required by any agreement or to be filed with the SEC or any other regulatory authority, including reports on Forms 8-K, 10-Q and periodic reports to stockholders, determining the amounts available for distribution as dividends and distributions to be paid by the Company to its shareholders, review and implementation of any share purchase programs authorized by the Board of Directors and maintaining or overseeing the maintenance of the books and records of the Company as required under the 1940 Act and maintaining (or overseeing maintenance by other persons) such other books and records required by law or for the proper operation of the Company. In addition, the Administrator will assist the Company in determining and publishing the Company's net asset value, overseeing the preparation and filing of the Company's tax returns, and the printing and dissemination of reports to stockholders of the Company, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others.

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Pursuant to the Administration Agreement, in full consideration of the provision of the services of the Administrator, the Company reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities thereunder, including payments to the Administrator in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or its affiliate in performing its obligations and services under the Administration Agreement, such as rent, license fees and other costs associated with computer software utilized in providing such obligations and services and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or its affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Additionally, the Company will bear all of the costs and expenses of any sub-administration agreements entered into by the Administrator.

Organizational and Offering Expenses

The Company will generally be responsible for all costs and expenses incurred in connection with the organization and offering, including commercial travel and accommodation expenses, legal fees, and offering expenses but excluding placement fees, if any (collectively, “Organizational Costs”); provided that Organizational Costs borne by the Company will not exceed $1,000,000 in the aggregate.

Operating Expenses

The Company will generally be responsible for all operating expenses of the Company (“Operating Expenses”). See “Item 2. Financial Information— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Expenses.”

Each of the Investment Manager and the Administrator, as applicable and except as noted elsewhere in this Registration Statement, will be responsible for, without reimbursement by the Company, all of its own day-to-day operating expenses, such as compensation of its professional staff and the cost of office space, office supplies, communications, utilities and other such normal overhead expenses. The Investment Manager will also be responsible for all legal, filing and other fees and expenses incurred in connection with the Investment Manager’s registration and compliance with the Advisers Act and any related foreign laws, including: (i) all fees and expenses related to registration as an investment adviser under the Advisers Act and any related foreign laws, and the maintenance of such registration, and (ii) all fees and costs relating to the filing of the Form ADV of the Investment Manager (provided, that any compliance fees and costs that relate directly to the affairs of the Company (and not BlackRock-managed entities generally), including (but not limited to) costs of custodians and foreign registrations, will be expenses of the Company). For the avoidance of doubt, Operating Expenses will be borne by the Company and will not be considered administrative and overhead expenses of the Investment Manager or the Administrator.

Regulation

The Company has filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that the Company may not change the nature of the Company’s business so as to cease to be, or to withdraw the Company’s election as, a BDC unless approved by a majority of the Company’s outstanding voting securities, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a quorum of a majority of the outstanding voting securities is present.

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The Company may invest up to 100% of its assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, the Company may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act.

The Company may acquire securities issued by other investment companies in accordance with the limits of the 1940 Act and the rules and regulations promulgated thereunder. The Company generally may acquire up to 3% of the voting stock of any investment company, may invest in up to 5% of the value of its total assets in the securities of one investment company and may invest up to 10% of the value of its total assets in the securities of more than one investment company. Subject to certain exemptive rules, including, when it becomes effective, Rule 12d1-4, which was recently adopted by the SEC, the Company may, subject to certain conditions, invest in other investment companies in excess of such thresholds. With regard to that portion of the Company’s portfolio invested in securities issued by investment companies, it should be noted that such investments might indirectly subject Shareholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. None of the Company’s investment policies are fundamental and any may be changed without stockholder approval.

Exemptive Order. The Investment Manager and the Company believe that, in certain circumstances, it may be in the Company’s best interests to be able to co-invest with registered funds, unregistered funds and business development companies managed now or in the future by the Investment Manager and its affiliates in order to be able to participate in a wider range of transactions. Currently, SEC regulations and interpretations would permit the Company to co-invest with registered and unregistered funds that are affiliated with the Investment Manager in publicly traded securities and also in private placements where (i) the Investment Manager negotiates only the price, interest rate and similar price-related terms of the securities and not matters such as covenants, collateral or management rights and (ii) each relevant account acquires and sells the securities at the same time in pro rata amounts (subject to exceptions approved by compliance personnel after considering the reasons for the requested exception). Such regulations and interpretations also permit the Company to co-invest in other private placements with registered investment funds affiliated with the Investment Manager in certain circumstances, some of which would require certain findings by the Company’s directors who are not “interested persons” of the Investment Manager, BlackRock or their respective affiliates as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”) and the independent directors of each other eligible registered fund. However, current SEC regulations and interpretations would not permit co-investment by the Company with unregistered funds affiliated with the Investment Manager in private placements where the Investment Manager negotiates non-pricing terms such as covenants, collateral and management rights. Accordingly, under current SEC regulations, in the absence of an exemption the Company may be prohibited from co-investing in certain private placements with any unregistered fund or account managed now or in the future by the Investment Manager or its affiliates.

The Investment Manager and various funds managed by the Investment Manager have received an exemption from such regulations. Under the SEC order granting such exemption, each time the Investment Manager proposes that an unregistered fund, business development company or registered fund acquire private placement securities that are suitable for the Company, the Investment Manager will prepare a recommendation as to the proportion to be allocated to the Company taking into account a variety of factors such as the investment objectives, size of transaction, investable assets, alternative investments potentially available, prior allocations, liquidity, maturity, expected holding period, diversification, lender covenants and other limitations. The Company’s Independent Directors will review the proposed transaction and may authorize co-investment by the Company of up to its pro rata amount of such securities based on its total available capital if a majority of them conclude that: (i) the transaction is consistent with the Company’s investment objective and policies; (ii) the terms of co-investment are fair to the Company and Shareholders and do not involve overreaching; and (iii) participation by the Company would not disadvantage the Company or be on a basis different from or less advantageous than that of the participating unregistered accounts and other registered funds. If the Investment Manager determines that the Company should not participate in the co-investment opportunity that would otherwise be suitable in light of the Company’s investment objective, this determination must also be submitted to the Independent Directors for their approval. The directors may also approve a lower amount or determine that the Company should not invest. The directors may also approve a higher amount to the extent that other accounts managed by the Investment Manager decline to participate. In addition, private placement follow-on investments and disposition opportunities must be made available in the same manner on a pro rata basis and no co-investment (other than permitted follow-on investments) is permitted where the Company, on the one hand, or any other account advised by the Investment Manager or an affiliate, on the other hand, already hold securities of the issuer.

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The Investment Manager and its affiliates may spend substantial time on other business activities, including investment management and advisory activities for entities with the same or overlapping investment objectives, investing for their own account with the Company, financial advisory services (including services for entities in which the Company invests), and acting as directors, officers, creditor committee members or in similar capacities. Subject to the requirements of the 1940 Act, the Investment Manager and its affiliates and associates intend to engage in such activities and may receive compensation from third parties for their services. Subject to the same requirements, such compensation may be payable by entities in which the Company invests in connection with actual or contemplated investments, and the Investment Manager may receive fees and other compensation in connection with structuring investments which they will share.

The Investment Manager and its partners, officers, directors, stockholders, members, managers, employees, affiliates and agents may be subject to certain potential or actual conflicts of interest in connection with the activities of, and investments by, the Company.

No-Action Relief from Registration as a Commodity Pool Operator. The Company is relying on a no-action letter (the “No-Action Letter”) issued by the staff of the Commodity Futures Trading Commission (the “CFTC”) as a basis to avoid registration with the CFTC as a commodity pool operator (“CPO”). The No-Action Letter allows an entity to engage in CFTC-regulated transactions (“commodity interest transactions”) that are “bona fide hedging” transactions (as that term is defined and interpreted by the CFTC and its staff), but prohibit an entity from entering into commodity interest transactions if they are non-bona fide hedging transactions, unless immediately after entering such non-bona fide hedging transaction (a) the sum of the amount of initial margin deposits on the entity’s existing futures or swaps positions and option or swaption premiums does not exceed 5% of the market value of the entity’s liquidation value, after taking into account unrealized profits and unrealized losses on any such transactions, or (b) the aggregate net notional value of the entity’s commodity interest transactions would not exceed 100% of the market value of the entity’s liquidation value, after taking into account unrealized profits and unrealized losses on any such transactions. The Company is required to operate pursuant to these trading restrictions if it intends to continue to rely on the No-Action Letter as a basis to avoid CPO registration.

Other. The Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with the Company’s affiliates without the prior approval of the Board of Directors who are not interested persons and, in some cases, prior approval by the SEC.

The Company is subject to periodic examination by the SEC for compliance with the 1940 Act.

The Company is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the Company against larceny and embezzlement. Furthermore, as a BDC, the Company is prohibited from protecting any director or officer against any liability to the Company or Shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Company and the Investment Manager are required to adopt and implement written policies and procedures reasonably designed to prevent violation of relevant federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering these policies and procedures.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to the Company’s proposed business are the following:

• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

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• is organized under the laws of, and has its principal place of business in, the United States;

• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

• satisfies either of the following:

o has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or

o is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio company.

• Securities of any eligible portfolio company which the Company controls.

• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company.

• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities.

• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.

Asset Coverage Requirement

Under Section 61(a) of the 1940 Act, a BDC is generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. Provided that a BDC meets certain disclosure requirements and obtains certain approvals, the asset coverage requirement applicable to such BDC is reduced from 200% to 150%. The reduced asset coverage requirement permits a BDC to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.

In accordance with the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that the Company’s asset coverage ratio, as defined in the 1940 Act, equals at least 200% after such borrowing.

Managerial Assistance to Portfolio Companies

A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in “qualifying Assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

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Brokerage Allocations and other Practices

Subject to the supervision of the Board of Directors, decisions to buy and sell securities and bank debt for the Company and decisions regarding brokerage commission rates are made by the Investment Manager. Transactions on stock exchanges involve the payment by the Company of brokerage commissions. In certain instances, the Company may make purchases of underwritten issues at prices which include underwriting fees.

In selecting a broker to execute each particular transaction, the Investment Manager will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker; the size and difficulty in executing the order, and the value of the expected contribution of the broker to the investment performance of the Company on a continuing basis. Accordingly, the cost of the brokerage commissions to the Company in any transaction may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. The extent to which the Investment Manager makes use of statistical, research and other services furnished by brokers may be considered by the Investment Manager in the allocation of brokerage business, but there is not a formula by which such business is allocated. The Investment Manager does so in accordance with its judgment of the best interests of the Company and its Shareholders.

One or more of the other investment funds or accounts which the Investment Manager manages may own from time to time some of the same investments as the Company. When two or more companies or accounts seek to purchase or sell the same securities, the securities actually purchased or sold and any transaction costs will be allocated among the companies and accounts on a good faith equitable basis by the Investment Manager in its discretion in accordance with the accounts’ various investment objectives, subject to the allocation procedures adopted by the Board of Directors related to privately placed securities (including an implementation of any co-investment exemptive relief obtained by the Company and the Investment Manager). In some cases, this system may adversely affect the price or size of the position obtainable for the Company. In other cases, however, the ability of the Company to participate in volume transactions may produce better execution for the Company. It is the opinion of the Board of Directors that this advantage, when combined with the other benefits available due to the Investment Manager’s organization, outweighs any disadvantages that may be said to exist from exposure to simultaneous transactions.

Codes of Ethics

The Company adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to such code may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company, so long as such investments are made in accordance with the code’s requirements. You may read and copy the code of ethics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, the code of ethics is attached as an exhibit to this Registration Statement, and is available on the IDEA Database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

Proxy Voting Policies and Procedures

The Company has delegated proxy voting responsibility to the Investment Manager. A summary of the Proxy Voting Policies and Procedures of the Investment Manager are set forth below. The guidelines are reviewed periodically by the Investment Manager and the Company’s non-interested directors, and, accordingly, are subject to change.

The Investment Manager is registered under the Advisers Act and has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

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The Investment Manager votes proxies relating to the Company’s portfolio securities in the best interest of Shareholders. The Investment Manager reviews on a case-by-case basis each proposal submitted for a proxy vote to determine its impact on the Company’s investments. Although it generally votes against proposals that may have a negative impact on the Company’s investments, it may vote for such a proposal if there are compelling long-term reasons to do so.

The proxy voting decisions of the Investment Manager are made by the senior officers who are responsible for monitoring each of the Company’s investments. To ensure that the Company’s vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the Investment Manager any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are generally prohibited from revealing how the Company intends to vote on a proposal in order to reduce any attempted influence from interested parties.

You may obtain information about how the Company voted proxies by making a written request for proxy voting information to the Company, 2951 28^th Street, Santa Monica, California 90405, Attention: Investor Relations.

Privacy Principles

The Company is committed to maintaining the privacy of Shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Company collects, how the Company protects that information and why, in certain cases, the Company may share information with select other parties.

The Company does not disclose any non-public personal information about Shareholders or former Shareholders to anyone, except as permitted by law or as is necessary in order to service Shareholder accounts (for example, to a transfer agent or third-party administrator).

The Company restricts access to non-public personal information about Shareholders to employees of the Investment Manager and its affiliates with a legitimate business need for the information. The Company maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of Shareholders.

Additional information regarding BlackRock’s privacy policies is contained in the Subscription Agreement.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. While certain of these requirements are not applicable to the Company (see “—JOBS Act”), many of these requirements affect the Company. For example:

•          Pursuant to Rule 13a-14 of the 1934 Act, the Company’s Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in the Company’s periodic reports;

•          Pursuant to Item 307 of Regulation S-K, the Company’s periodic reports must disclose the Company’s conclusions about the effectiveness of disclosure controls and procedures;

•          Pursuant to Rule 13a-15 of the 1934 Act, Company management must prepare a report regarding its assessment of internal control over financial reporting; and

•          Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, the Company’s periodic reports must disclose whether there were significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires the Company to review its current policies and procedures to determine whether the Company complies with the Sarbanes-Oxley Act and the regulations promulgated thereunder. The Company will continue to monitor compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that the Company is in compliance therewith.

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JOBS Act

The Company currently is and expects to remain an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), until the earliest of:

• The last day of the Company’s fiscal year in which the fifth anniversary of an initial public offering of shares of common stock occurs;

• The end of the fiscal year in which the Company’s total annual gross revenues first exceed $1.0 billion;

• The date on which the Company has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

• The last day of a fiscal year in which the Company (1) has an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more, computed at the end of each fiscal year as of the last business day of the Company’s most recently completed second fiscal quarter and (2) has been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

Under the JOBS Act and the Dodd-Frank Act, the Company is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that the Company’s independent registered public accounting firm provide an attestation report on the effectiveness of internal control over financial reporting, until such time as the Company ceases to be an emerging growth company and becomes an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in the Company’s internal control over financial reporting go undetected.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has made an irrevocable election not to take advantage of this exemption from new or revised accounting standards. The Company therefore is subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Reporting Obligations

Subsequent to the effectiveness of this Registration Statement, the Company will be required to file annual reports, quarterly reports and current reports with the SEC. This information will be available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 and on the SEC’s website at www.sec.gov. Information on the operation of the SEC’s public reference room may be obtained by calling the SEC at (202) 551-8090 or (800) SEC-0330.

U.S. Federal Income Tax Matters

The following is a summary of U.S. federal income tax considerations generally applicable to a Shareholder who purchases Shares in a Private Offering. This summary reflects applicable income tax laws of the United States as of the date of this Registration Statement, which are subject to change by legislative, judicial or administrative action, and any change may be retroactive. The discussion does not purport to deal with all of the U.S. federal income tax consequences applicable to the Company, or which may be important to particular Shareholder in light of their individual investment circumstances or to Shareholder subject to special tax rules, such as Shareholder subject to the alternative minimum tax, financial institutions, broker-dealers, insurance companies, tax-exempt organizations, Shareholder whose “functional currency” is not the U.S. dollar, persons who have elected mark-to-market treatment for their Shares, partnerships or other pass-through entities, persons holding common stock in connection with a hedging, straddle, conversion or other integrated transaction, persons engaged in a trade or business in the United States or persons who have ceased to be U.S. citizens or to be taxed as resident aliens. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. This discussion assumes that the Shareholder hold their common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No attempt is made to present a detailed explanation of all U.S. federal income tax aspects affecting the Company and the Company’s stockholders, and the discussion set forth herein does not constitute tax advice. No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.

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In view of the complexity of the tax matters relating to the Company, the tax consequences of an investment in the Shares will depend on the investor’s particular situation. Stockholders are urged to consult their tax advisors to determine the U.S. federal, state, local and foreign tax consequences to them of investing in the Shares.

Taxation of the Company

The Company intends to elect and qualify to be taxed as a RIC under the Code. To as a RIC, the Company must, among other things, (a) qualify to be treated as a business development company or be registered as a management investment company under the 1940 Act at all times during the taxable year; (b) derive in each taxable year at least 90 percent of its gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and forward contracts) derived with respect to the Company’s business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership” (a “QPTP”); and (c) diversify the Company’s holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the market value of the Company’s total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of the Company’s total assets and not more than 10 percent of the outstanding voting securities of such issuer, and (ii) not more than 25 percent of the market value of the Company’s total assets is invested in the securities (other than U.S. Government securities and the securities of other RICs) (A) of any issuer, (B) of any two or more issuers that the Company controls and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. The Company may generate certain income that might not qualify as good income for purposes of the 90% annual gross income requirement described above. The Company will monitor its transactions to endeavor to prevent its disqualification as a RIC.

For purposes of determining whether the Company satisfies the 90% gross income test described in clause (a) above, the character of the Company’s distributive share of items of income, gain and loss derived through any subsidiary or investment that is classified as a partnership for U.S. federal income tax purposes (other than a QPTP) generally will be determined as if the Company realized such tax items directly.

If the Company fails to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, the Company may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where the Company corrects the failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of the Company’s income would be subject to corporate-level U.S. federal income tax as described below. The Company cannot provide assurance that the Company would qualify for any such relief should the Company fail the 90% annual gross income requirement or the asset diversification requirements discussed above.

As a RIC, in any taxable year with respect to which the Company timely distributes at least 90% of the sum of the Company’s (i) investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax exempt interest income (which is the excess of the Company’s gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution Requirement”), the Company (but not its stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gain (generally, net long-term capital gain in excess of short-term capital loss) that the Company distributes to its stockholders. The Company intends to distribute annually all or substantially all of such income on a timely basis. To the extent that the Company retains net capital gain for investment or any investment company taxable income, the Company will be subject to U.S. federal income tax at regular corporate income tax rates. The Company may choose to retain net capital gains for investment or any investment company taxable income, and pay the associated U.S. federal corporate income tax, including the U.S. federal excise tax described below.

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Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible four percent U.S. federal excise tax payable by the Company. To avoid this tax, the Company must distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of:

(1) at least 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for the calendar year;

(2) at least 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by the Company to use its taxable year); and

(3) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

While the Company intends to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent U.S. federal excise tax, sufficient amounts of the Company’s taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, the Company will be liable for the tax only on the amount by which the Company does not meet the foregoing distribution requirement.

If, in any particular taxable year, the Company does not satisfy the Annual Distribution Requirement or otherwise was to fail to qualify as a RIC (for example, because the Company fails the 90% annual gross income requirement described above), and relief is not available as discussed above, all of the Company’s taxable income (including net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable to the stockholders as ordinary dividends to the extent of the Company’s current and accumulated earnings and profits.

The Company may decide to be taxed as a regular corporation even if it would otherwise qualify as a RIC if the Company determines that treatment as a corporation for a particular year would be in the Company’s best interests. Except as otherwise expressly indicated, the remainder of this discussion assumes the Company will continue to qualify as a RIC.

As a RIC, the Company is permitted to carry forward a net capital loss realized in a taxable year to offset its capital gain, if any, realized in future years. If future capital gain is offset by carried forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to Shareholders. A RIC cannot carry back or carry forward any net operating losses.

Company Investments

Certain of the Company’s investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Company to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not qualify as “good income” for purposes of the 90% annual gross income requirement described above. These tax provisions could therefore affect the amount, timing and character of distributions to shareholders. The Company will monitor its transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and prevent disqualification of the Company as a RIC.

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Investments the Company makes in securities issued at a discount or providing for deferred interest or PIK interest are subject to special tax rules that will affect the amount, timing and character of distributions to Shareholders. For example, with respect to such securities, the Company will generally be required to accrue daily as income “original issue discount” with respect to such securities and to distribute such income on a timely basis each year to maintain the Company’s qualification as a RIC and to avoid U.S. federal income and excise taxes. Since in these and potentially in other circumstances the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty making distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and for avoiding U.S. federal income and excise taxes. Accordingly, the Company may have to sell some of its investments at times the Company would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If the Company is not able to obtain cash from other sources, the Company may fail to qualify as a RIC and thereby be subject to corporate-level income tax.

Furthermore, a portfolio company in which the Company invests may face financial difficulty that requires the Company to work-out, modify or otherwise restructure its investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any such restructuring may also result in the Company’s recognition of a substantial amount of non-qualifying income for purposes of the 90% gross income requirement or the Company receiving assets that would not be qualifying for purposes of the asset diversification requirements.

The Company may invest in preferred securities or other securities the U.S. federal income tax treatment of which may be unclear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the expected tax treatment, it could affect the timing or character of income recognized, requiring the Company to purchase or sell securities, or otherwise change the Company’s portfolio, in order to comply with the tax rules applicable to RICs under the Code.

Gain or loss recognized by the Company from warrants acquired by the Company as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long the Company held a particular warrant.

In the event the Company invests in foreign securities, the Company may be subject to withholding and other foreign taxes with respect to those securities. Shareholders will generally not be entitled to claim a U.S. foreign tax credit or deduction with respect to foreign taxes paid by the Company.

If the Company purchases shares in a “passive foreign investment company” (a “PFIC”), the Company may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Company to Shareholders. Additional charges in the nature of interest may be imposed on the Company in respect of deferred taxes arising from such distributions or gains. If the Company invests in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, the Company will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to the Company. Alternatively, the Company can elect to mark-to-market at the end of each taxable year the Company’s shares in a PFIC; in this case, the Company will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. The Company’s ability to make either election will depend on factors beyond its control. Under either election, the Company may be required to recognize in a year income in excess of the Company’s distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% excise tax.

The Company’s functional currency is the U.S. dollar for U.S. federal income tax purposes. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Company accrues income, expenses or other liabilities denominated in a foreign currency and the time the Company actually collects such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

If the Company borrows money, the Company may be prevented by loan covenants from declaring and paying dividends in certain circumstances. Limits on the Company’s payment of dividends may prevent the Company from meeting the Annual Distribution Requirement, and may, therefore, jeopardize the Company’s qualification for taxation as a RIC, or subject the Company to the 4% excise tax.

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Even if the Company is authorized to borrow funds and to sell assets in order to satisfy distribution requirements, under the 1940 Act, the Company is not permitted to make distributions to Shareholders while its debt obligations and senior securities are outstanding unless certain “asset coverage” tests are met. This may also jeopardize the Company’s qualification for taxation as a RIC or subject the Company to the 4% excise tax.

Moreover, the Company’s ability to dispose of assets to meet its distribution requirements may be limited by (1) the illiquid nature of its portfolio and (2) other requirements relating to its status as a RIC, including the asset diversification requirements. If the Company disposes of assets to meet the Annual Distribution Requirement, the asset diversification requirements, or the 4% excise tax, the Company may make such dispositions at times that, from an investment standpoint, are not advantageous.

Some of the income that the Company might otherwise earn, such as lease income, management fees, or income recognized in a work-out or restructuring of a portfolio investment, may not satisfy the 90% gross income requirement. To manage the risk that such income might disqualify the Company as a RIC for a failure to satisfy the 90% gross income requirement, one or more of the Company’s subsidiaries treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income. Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce the yield to investors on such income and fees.

Taxation of U.S. Shareholders

For purposes of this discussion, a “U.S. Shareholder” (or in this section, a “Shareholder”) is a holder or a beneficial holder of shares which is for U.S. federal income tax purposes (1) a person who is a citizen or resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any State thereof, or the District of Columbia, (3) an estate whose income is subject to U.S. federal income tax regardless of its source, or (4) a trust if (a) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership or other entity or arrangement classified as a partnership for U.S. tax purposes holds the shares, the tax treatment of the partnership and each partner generally will depend on the status of the partner and the activities of the partnership. Partnerships acquiring shares, and partners in such partnerships, should consult their own tax advisors. Prospective investors that are not U.S. Shareholders should refer to the section “Non-U.S. Shareholders” below and are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of an investment in the Shares, including the potential application of U.S. withholding taxes.

Distributions the Company pays to you from its ordinary income or from an excess of net short-term capital gain over net long-term capital loss (together referred to hereinafter as “ordinary income dividends”) are generally taxable to you as ordinary income to the extent of the Company’s earnings and profits. Provided that certain holding period and other requirements are met, such distributions (if properly reported by the Company) may qualify (i) for the dividends received deduction available to corporations, but only to the extent that the Company’s income consists of dividend income from U.S. corporations and (ii) in the case of individual shareholders, as qualified dividend income eligible to be taxed at long-term capital gain rates to the extent that the Company receives qualified dividend income (generally, dividend income from taxable domestic corporations and certain qualified foreign corporations). Due to the Company’s expected investments, distributions are generally not expected to be eligible for the dividends received deduction allowed to corporate Shareholders or qualify for the reduced rates of tax for qualified dividend income allowed to individuals.

Distributions made to you from an excess of net long-term capital gain over net short-term capital loss (“capital gain dividends”), including capital gain dividends credited to you but retained by the Company (as described below), are taxable to you as long-term capital gain if they have been properly reported by the Company, regardless of the length of time you have owned Shares. Generally, following the end of each taxable year, you will be provided with a written notice of the amount of any ordinary income dividends and capital gain dividends or other distributions. Distributions in excess of the Company’s earnings and profits will first reduce the adjusted tax basis of your shares and, after the adjusted tax basis is reduced to zero, will constitute capital gain to you (assuming the shares are held as a capital asset).

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In the event that the Company retains any net capital gain, the Company may designate the retained amounts as undistributed capital gain in a notice to Shareholders. If a designation is made, Shareholders would include in income, as long-term capital gain, their proportionate share of the undistributed amounts, but would be allowed a credit or refund, as the case may be, for their proportionate share of the corporate tax paid by the Company. A Shareholder that is not subject to U.S. federal income tax or otherwise is not required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes the Company paid. In addition, the tax basis of shares owned by a Shareholder would be increased by an amount equal to the difference between (i) the amount included in the Shareholder’s income as long-term capital gain and (ii) the Shareholder’s proportionate share of the corporate tax paid by the Company.

Under recently issued regulations, properly reported dividends paid by the Company that are attributable to the Company’s “qualified REIT dividends” (generally, ordinary income dividends paid by a “real estate investment trust,” not including capital gain dividends or dividends treated as qualified dividend income) may be eligible for the 20% deduction described in Section 199A of the Code in the case of non-corporate U.S. Shareholders, provided that certain holding period and other requirements are met by the shareholder and the Company. There can be no assurance as to what portion, if any, of the Company’s distributions will qualify for such deduction. Subject to any further regulatory guidance to the contrary, any distribution attributable to income from the Company’s investments in publicly traded partnerships, if any, will not qualify for the 20% deduction that could be available to noncorporate shareholder were the shareholder to own such partnership interests directly.

If the Company pays you a dividend in January which was declared in the previous October, November or December to Shareholders of record on a specified date in one of these months, then the dividend will be treated for tax purposes as being paid by the Company and received by you on December 31 of the year in which the dividend was declared.

A Shareholder will recognize gain or loss on the sale or exchange of the Company’s common stock (including pursuant to a liquidation of the Company) in an amount equal to the difference between the Shareholder’s adjusted basis in the shares sold or exchanged and the amount realized on their disposition. Generally, gain recognized by a Shareholder on the sale or other disposition of common stock will result in capital gain or loss to you, and will be a long-term capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by you. A loss realized on a sale or exchange of shares will be disallowed if other substantially identical shares are acquired (whether through additional subscriptions or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In this case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.

For non-corporate Shareholders, long-term capital gains are currently taxed at preferential rates. Present law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income. The deductibility of capital losses is subject to a number of limitations under the Code.

Noncorporate Shareholders with income in excess of certain thresholds are, in general, subject to an additional 3.8% Medicare tax on their “net investment income,” which ordinarily includes taxable distributions from the Company and taxable gain on the disposition common stock.

The Company may be required to withhold U.S. federal income tax (“backup withholding”), from all taxable distributions to any non-corporate Shareholder (1) who fails to furnish the Company with a correct taxpayer identification number or a certificate that such Shareholder is exempt from backup withholding or (2) with respect to whom the IRS notifies the Company that such Shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the Shareholder’s U.S. federal income tax liability and may entitle such Shareholder to a refund, provided that proper information is timely provided to the IRS.

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Under U.S. Treasury regulations, if a Shareholder recognizes a loss with respect to shares of $2 million or more for a non-corporate Shareholder or $10 million or more for a corporate Shareholder in any single taxable year (or a greater loss over a combination of years), the Shareholder must file with the IRS a disclosure statement on Form 8886. Direct Shareholders of portfolio securities in many cases are excepted from this reporting requirement, but under current guidance, Shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to Shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. Shareholders should consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Until and unless the Company is treated as a “publicly offered regulated investment company” (within the meaning of Section 67 of the Code) for purposes of computing the taxable income of U.S. Shareholders that are individuals, trusts or estates, (i) the Company’s earnings will be computed without taking into account such U.S. Shareholders’ allocable shares of the management and incentive fees paid to the Investment Manager and certain of the Company’s other expenses, (ii) each such U.S. Shareholder will be treated as having received or accrued a dividend from the Company in the amount of such U.S. Shareholder’s allocable share of these fees and expenses for such taxable year, (iii) each such U.S. Shareholder will be treated as having directly paid or incurred such U.S. Shareholder’s allocable share of these fees and expenses for the taxable year and (iv) each such U.S. Shareholder’s allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. Shareholder. Miscellaneous itemized deductions are not deductible for taxable years that begin before January 1, 2026, and thereafter generally (i) will be deductible only the extent that they exceed 2% of the adjusted gross income of the taxpayer, (ii) will not be deductible for purposes of the alternative minimum tax, and (iii) will be subject to the overall limitation on itemized deductions under Section 68 of the Code. The Company currently does not expect to be a “publicly offered regulated investment company.”

Shareholders should consult their tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in the Company’s shares.

Taxation of Non-U.S. Shareholders

The following discussion only applies to non-U.S. Shareholders. A “non-U.S. Shareholder” is a holder, other than a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes), that is not a U.S. Shareholder for U.S. federal income tax purposes. Whether an investment in the shares is appropriate for a non-U.S. Shareholder will depend upon that person’s particular circumstances. An investment in the shares by a non-U.S. Shareholder may have adverse tax consequences. Non-U.S. Shareholders should consult their tax advisors before investing in the Company’s shares.

Distributions of ordinary income dividends to non-U.S. Shareholders, subject to the discussion below, will generally be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of the Company’s current and accumulated earnings and profits. Different tax consequences may result if the non-U.S. Shareholder is engaged in a trade or business in the United States (and, if an income tax treaty applies, if the distributions are attributable to a permanent establishment maintained by the non-U.S. Shareholder in the United States). Special certification requirements apply to a non-U.S. Shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.

Actual or deemed distributions of the Company’s net capital gain to a non-U.S. Shareholder, and gain recognized by a non-U.S. Shareholder upon the sale of the Company’s common stock, generally will not be subject to U.S. federal withholding tax and will not be subject to U.S. federal income tax unless (i) the distributions or gain, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. Shareholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. Shareholder in the United States), (ii) in the case of an individual, the individual is present in the United States for 183 days or more during a taxable year and certain other conditions are met or (iii) subject to certain exceptions, the Company is or during prescribed testing periods has been a “United States real property holding corporation” or, in the case of certain distributions, a “qualified investment entity,” each within the meaning of the Foreign Investments in Real Property Tax Act of 1980. Although the Company does not expect to be a “United States property holding corporation” or “qualified investment entity,” no assurance can be given in that regard.

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Properly reported distributions from a RIC to non-U.S. Shareholders are generally exempt from the 30% U.S. federal withholding tax described above where they (i) are paid in respect of the RIC’s “qualified net interest income” (generally, U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the RIC is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the RIC’s “qualified short-term capital gains” (generally, the excess of net short-term capital gain over the Company’s long-term capital loss for such taxable year). Depending on the Company’s circumstances, the Company may report all, some or none of the Company’s potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. Shareholder needs to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute form). In the case of shares held through an intermediary, the intermediary may withhold even if the Company reports the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. Shareholders should contact their intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to what portion of the Company’s distributions will qualify for favorable treatment as qualified net interest income or qualified short-term capital gains.

If the Company distributes net capital gains in the form of deemed rather than actual distributions (which the Company may do in the future), a non-U.S. Shareholder will generally be entitled to a U.S. federal income tax credit or tax refund equal to the Shareholder’s allocable share of the tax the Company pays on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. Shareholder is not otherwise required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. Shareholder, distributions (both actual and deemed), and gains realized upon the sale of common stock that are effectively connected with a U.S. trade or business (or, where an applicable treaty applies, are attributable to a permanent establishment in the United States) may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable tax treaty). Accordingly, an investment in the shares may not be appropriate for certain non-U.S. Shareholders.

Certain provisions of the Code referred to as “FATCA” require withholding at a rate of 30% on dividends in respect of common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. Accordingly, the entity through which common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the Company that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which the applicable withholding agent will in turn provide to the Secretary of the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. The Company will not pay any additional amounts to Shareholders in respect of any amounts withheld. Shareholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in the Company’s common stock.

A non-U.S. Shareholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax, may be subject to backup withholding of U.S. federal income tax on dividends unless the non-U.S. Shareholder provides the Company or the dividend paying agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. Shareholder or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS. Non-U.S. Shareholders may also be subject to information reporting.

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Failure to Qualify as a RIC

If the Company was unable to qualify for treatment as a RIC, and relief is not available as discussed above, the Company would be subject to tax on all of its taxable income at regular corporate rates. The Company would not be able to deduct distributions to Shareholders nor would the Company be required to make distributions for tax purposes. Distributions would generally be taxable to Shareholders as ordinary dividend income eligible to be treated as “qualified dividend income” for non-corporate Shareholders to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate U.S. Shareholders would be eligible for the dividends received deduction. Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the Shareholder’s tax basis (reducing that basis accordingly) and thereafter as a capital gain. To qualify again to be taxed as a RIC in a subsequent year, the Company would be required to distribute to its Shareholders its accumulated earnings and profits attributable to non-RIC years. In addition, if the Company failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, the Company would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Company had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

ERISA Considerations

As long as the common stock is not treated as a “publicly-offered security” for purposes of ERISA, the Company does not intend to permit employee benefit plans and other plans, as defined in and subject to Section 4975 of the Code, to hold twenty-five percent (25%) (or such higher percentage as may be specified in regulations promulgated by the United States Department of Labor) or more of the value of any outstanding class of the Company’s capital stock. Accordingly, the Company expects that its assets will not be treated as “plan assets” subject to Title I of ERISA or Section 4975 of the Code, as amended, though there is no assurance that this will be the case. Were the Company’s assets to be treated as “plan assets,” the Company could, among other things, be subject to certain restrictions on its ability to carry out its activities as described herein.

Custodian

State Street Bank and Trust Company provides custodian services to the Company pursuant to a custodian services agreement. For the services provided to the Company by the Custodian, the Custodian is entitled to fees as agreed upon from time to time. The address of State Street Bank and Trust Company is One Lincoln Street, Boston, MA 02111.

Transfer Agent

State Street Bank and Trust Company provides transfer agency support to the Company and serves as the Company’s dividend paying agent under a transfer agency agreement. The address of State Street Bank and Trust Company is One Lincoln Street, Boston, MA 02111.

Item 1A. Risk Factors.

AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INCLUDES A HIGH DEGREE OF RISK, INCLUDING THE RISK OF A TOTAL LOSS OF CAPITAL. THE COMPANY IS, AND THE COMPANY’S INVESTMENTS WILL LIKELY BE, ILLIQUID AND SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER AND INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS ASSOCIATED WITH SUCH INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. INVESTORS SHOULD CAREFULLY REVIEW THIS “RISK FACTORS” SECTION AND THE GOVERNING DOCUMENTS OF THE COMPANY PRIOR TO MAKING AN INVESTMENT DECISION. ANY INVESTMENT DECISION WITH RESPECT TO THE COMPANY MUST BE BASED SOLELY ON THE MOST CURRENT VERSION OF EACH OF THIS REGISTRATION STATEMENT AND THE COMPANY’S INSTRUMENT OF INCORPORATION. THERE IS NO ASSURANCE THAT THE COMPANY, ANY OF THE STRATEGIES DESCRIBED HEREIN OR ANY INVESTMENT WILL ACHIEVE ITS OBJECTIVES.

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An investment in the Company should be undertaken only by investors capable of evaluating the risks of an investment in the Company and bearing the risks that it represents. Prospective purchasers of Interests should carefully consider the following factors in connection with a purchase of Interests. The descriptions in this “Risk Factors” Section of the Investment Manager’s strategies, the markets in which the Investment Manager trades, the risk factors and conflicts of interest involved in doing so and other aspects of the Investment Manager’s operations, including their relation to the Company, are subject to material inherent limitations and do not purport to be complete. The Investment Manager will make investments in volatile and uncertain markets pursuant to strategies which can only be described in broad and non-specific terms in this “Risk Factors” Section. As a result, the following list is not a complete list of all risks involved in connection with an investment in the Company. Although the various risks discussed in this “Risk Factors” Section are generally described separately, prospective investors should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor may be significantly increased. There can be no assurance that investors will receive a return on or of their capital, and investment results may vary substantially on a monthly, quarterly or annual basis.

Additional information about the Investment Manager’s qualifications and business practices and a discussion of certain risks and conflicts of interest relating to the Investment Manager’s investment advisory, management and other activities and to the investment activities of the Company may be found in Part 2A of the Investment Manager’s Form ADV, which prospective investors are urged to read and is available at http://www.adviserinfo.sec.gov. Prospective investors should note that, as the investment program of the Company develops and changes over time, the Company and/or the Investment Manager may be subject to additional and different risks and conflicts of interest than those described herein or Part 2A of the Investment Manager’s Form ADV.

Management of the Company

Shareholders will have no authority to make decisions or to exercise business discretion on behalf of the Company, and will not have the opportunity to evaluate fully for themselves the relevant economic, financial and other information regarding the Company’s investments. Shareholders are dependent on the judgment and abilities of the Investment Manager. Accordingly, no potential purchaser of shares of the Company’s common stock should purchase such shares unless such purchaser is willing to entrust the management of the investments of the Company to the Investment Manager.

The Company’s performance will depend in large part upon the skill and expertise of the team of investment professionals managing the Company’s portfolio. The future performance of the Company depends on the continued service of such persons. The departure of any of the investment professionals of the Investment Manager may have an adverse effect on the profits of the Company.

Complexity of Legal and Financial Analysis

The level of analytical sophistication, both financial and legal, necessary for successful investment in the Company’s investments is unusually high. There is no assurance that the Investment Manager will correctly judge the nature and magnitude of the many factors that could affect the prospects for successful Company investments.

Investment analyses and decisions may be undertaken on an expedited basis in order for the Company to take advantage of available investment opportunities. In such cases, the information available at the time of an investment decision may be limited, and the Investment Manager may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity. Further, the Investment Manager may have to conduct its due diligence activities over a very brief period.

No Guarantee

The Shares will not be insured or guaranteed by any person or entity. The Company will have no substantial assets other than the Company’s investments. In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets are insufficient to repay capital contributions made to the Company by the shareholders, no other assets will be available for the payment of any deficiency. Neither the Investment Manager nor its affiliates has any liability for the repayment of capital contributions made to the Company by the Shareholders. Shareholders could experience a total loss of their investment in the Company.

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Restrictions on Transfer

Common Shares are not registered under the securities laws of any jurisdiction and therefore are subject to restrictions on transfer under the Securities Act and any similar U.S. state or non-U.S. laws, as applicable. The Company has no plans, and is under no obligation, to register the Common Shares under the Securities Act. Common Shares may not be transferred, assigned, pledged or otherwise disposed of without the prior written consent of the Company. Common Shares may be transferred only to other qualified investors. The Company may, in its discretion, choose not to permit a transfer of Common Shares to the extent that such transfer would create a risk that the assets of the Company could be deemed to be “plan assets” within the meaning of the regulation promulgated by the United States Department of Labor at 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA), which assets are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended. Consequently, a Common Shareholder cannot expect to liquidate its investment readily and must bear the economic risk of its investment for an indefinite period of time.

Lack of Liquidity of Interests

No market exists for the common shares of the Company, and it is possible that none develops. Neither the Investment Manager, any placement agent nor any other person is under any obligation to make a market in the common shares of the Company. Consequently, a purchaser must be prepared to hold the shares for an indefinite period of time or until the termination date of the Company. In addition, the Interests are subject to certain transfer restrictions and can only be transferred to certain transferees as described herein. Such restrictions on the transfer of the Interests may further limit the liquidity of the Interests.

Risk of BlackRock Credit Event

Although the Company and the Investment Manager are separate legal entities from BlackRock, in the event that BlackRock were to experience material financial distress or a downgrade in its credit rating, or if there were a change of control of BlackRock, the Company could nonetheless be adversely affected. In that regard, financial distress, a credit rating downgrade or change of control of BlackRock or the Investment Manager could cause the Investment Manager to have difficulty retaining personnel or otherwise adversely affect the Company and its ability to achieve its investment objective. Such an event may also cause a default with respect to indebtedness incurred by the Company.

Shareholders Will Not Have any Direct Interest in Investments

The offering of Shares does not constitute a direct or indirect offering of interests in the Company’s investments. Shareholders will have no direct interest in the Company’s investments and generally will have no voting rights in, or standing or recourse against, any of the Company’s investments. Moreover, none of the Shareholders will have the right to participate in the control, management or operations of any of the Company’s investments, or have any discretion over the management of any of the Company’s investments by reason of their investment in the Company.

Defaults by Shareholders

The consequences of defaulting on a capital call are material and adverse to a Shareholder that is deemed a defaulting shareholder. If a Shareholder fails to contribute any portion of its Capital Commitment upon a call by the Company, such Shareholder will be subject to a number of remedies which may be available to the Company as set forth in the Governing Documents.

Adverse Consequences to the Company of Default

If a shareholder fails to make a required capital contribution to the Company on its due date, the Company may suffer adverse consequences, including not being able to make planned investments or pay their obligations. In particular, the Company may be excluded from participating in certain investments. In addition, the Company may become subject to damages for breach of contract in respect of planned investments, or may need to sell assets, the proceeds of which may be used to offset such shortfall. The Company will bear and be responsible for all damages and losses directly incurred by the Company as a result of such default, which damages and losses may be significant. As a result, the Company’s ability to complete its investment program or otherwise to continue operations may be substantially impaired if a shareholder defaults, which may materially adversely affect the returns to the Shareholders.

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Protection of Confidentiality

Subject to the exceptions set forth in the Subscription Agreement, Shareholders will be required to keep confidential all non-public information relating to the Company and its affairs (including applicable communications from the Company and/or the Investment Manager). Subject to the applicable reporting obligations and informational requirements under the Exchange Act and applicable state law, in order to protect the sensitive nature of certain non-public information, the Company or the Investment Manager may keep confidential and not provide to Shareholders information concerning an investment that it deems necessary or in the best interests of the Company. In addition, subject to the applicable reporting obligations and informational requirements under the Exchange Act and applicable state law, the Company and/or the Investment Manager may keep confidential from Shareholders any such information the disclosure of which (i) the Company, the Investment Manager or any of their respective affiliates is required by law, agreement or otherwise to keep confidential; or (ii) the Company and/or the Investment Manager reasonably believes may have an adverse effect on (a) the ability to entertain, negotiate or consummate an investment or potential investment; (b) the Company, the Investment Manager or any of their respective affiliates; or (c) any person that is the subject of any investment or potential investment. With respect to any Shareholder that is subject to, or believes that it is subject to, any “freedom of information,” “sunshine” or other law, rule or regulation that imposes upon such Shareholder an obligation to make certain information available to the public, the Company will request confidential treatment, to the maximum extent permitted under such law, rule or regulation, of all non-public information provided to such Shareholder. Each Shareholder will agree not to release any non-public information pursuant to any law, rule or regulation, including any “freedom of information,” “sunshine” or similar law, without, to the maximum extent permitted by applicable law, first giving the Company at least 30 days’ notice and providing the Company with its reasonable cooperation in contesting, eliminating or otherwise mitigating the obligation to make such release.

Nature of Company Investments

General. The Company’s investments may be risky, and shareholders could lose all or part of their investment. The Investment Manager will have broad discretion in making investments for the Company. The Company’s investments will generally consist of debt obligations and other securities and assets that present significant risks as a result of business, financial, market and legal uncertainties. There can be no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on the Company’s investments. Prices of the Company’s investments may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of the Company’s investments. The Company’s performance over a particular period may not necessarily be indicative of the results that may be expected in future periods. Similarly, the past performance of the Investment Manager and its affiliates may not necessarily be indicative of the results the Investment Manager may be able to achieve with the Company’s investments. While the Investment Manager expects to focus primarily on privately-originated, performing senior secured debt primarily in issuers headquartered in North America in making its investments, the Investment Manager has broad discretion to invest as it determines, consistent with the investment objective of the Company, and no shareholder approval is required for any investment the Company may make. Furthermore, the Investment Manager may invest in products or use investment techniques not specifically described in this Registration Statement, including in financial instruments that have not yet been designed or have not yet become prevalent in the market. Any such instruments or techniques may subject the Company to additional risks. In addition, because the Company’s investments will be actively managed, frequent purchases and sales of investments may result in higher transaction costs to the Company, which costs will decrease the value of the common shares of the Company.

General Risks of Secured Loans. Loans held by the Company may be secured. While secured loans purchased by the Company will often intend to be over-collateralized, the Company may be exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Company cannot guarantee the adequacy of the protection of the Company’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Company cannot assure that claims may not be asserted that might interfere with enforcement of the Company’s rights. In the event of a foreclosure, the Company or an affiliate of the Company may assume direct ownership of the underlying asset. The liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Company. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss.

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Unsecured Loans Risk. While the Company is expected to focus primarily on secured loans, the Company may hold unsecured loans. Unsecured loans have lower priority in right of payment to any higher ranking obligations of the borrower and are not backed by a security interest in any specific collateral. They are subject to risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments after giving effect to any higher ranking obligations of the borrower. Unsecured loans are expected to have greater price volatility than senior loans and secured loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in unsecured loans, which would create greater credit risk exposure.

Second Lien Loans Risk. Second lien loans are subject to the same risks associated with investment in senior loans. However, second lien loans are second in right of payment to senior loans and therefore are subject to additional risk that the cash flow of the borrower and any property securing the loan may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. Second lien loans are expected to have greater price volatility than senior loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in second lien loans, which would create greater credit risk exposure. In the event of default on a “second lien” loan, the first priority lien holder has first claim to the underlying collateral of the loan. It is possible that no collateral value would remain for the second priority lien holder, which would therefore result in a loss of investment to the Company.

Borrower Fraud. Of paramount concern when investing in loans is the possibility of material misrepresentation or omission on the part of borrower. Such inaccuracy or incompleteness may adversely affect, among other things, the valuation of the collateral underlying the loans or may adversely affect the ability of the Company to perfect or effectuate a lien on the collateral securing the loan. The Company will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. While the Company will conduct due diligence with respect to the collateral before investing, including obtaining appraisals of inventory values from independent sources, and will seek to obtain appropriate monitoring rights, there can be no assurance that the Investment Manager will detect representational borrower fraud or inaccuracy or that the Company’s investments will not be adversely affected by such fraud or inaccuracy.

Equity Securities. The Company will also be permitted to invest in common and preferred stock and other equity securities, including both public and private equity securities. Equity securities generally involve a high degree of risk and will be subordinate to the debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some cases, the issuers of such equity securities may be highly leveraged or subject to other risks such as limited product lines, markets or financial resources. In addition, some of these equity securities may be illiquid. Because of perceived or actual illiquidity or investor concerns regarding leveraged capitalization, these securities often trade at significant discounts to otherwise comparable investments or are not readily tradable. These securities generally do not produce current income for the Company and may also be speculative. The Company may experience a substantial or complete loss on individual equity securities.

Preferred Stock Risk. To the extent that the Company invests in preferred securities, there are special risks, including:

Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If the Company owns a preferred security that is deferring its distributions, the Company may be required to report income for tax purposes although the Company has not yet received such income.

Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.

Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities.

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Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights.

Mezzanine Investments. Mezzanine investments of the type in which the Company intends to invest are primarily privately negotiated subordinated debt and equity securities issued in connection with leveraged transactions, such as management buyouts, acquisitions, refinancings, recapitalizations and later stage growth capital financings, and are generally rated below investment-grade. Mezzanine investments may also include investments with equity participation features such as warrants, convertible securities, senior equity investments and common stock. Such mezzanine investments may be issued with or without registration rights. Mezzanine investments may be subject to risks associated with illiquid investments, since there will usually be relatively few holders of any particular mezzanine investment. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years due to prepayment rights. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer. Mezzanine investments share all of the risks of other high yield securities and are often even more subordinated than other high yield debt, as they often represent the most junior debt security in an issuer’s capital structure.

Risks Associated with Investments in Small to Medium Capitalization Companies. The Company may invest a portion of its assets in the securities of companies with small-to medium-sized market capitalizations. While the Investment Manager believes these investments often provide significant potential for appreciation, those securities, particularly smaller-capitalization securities, involve higher risks in some respects than do investments in securities of larger companies. For example, prices of such securities are often more volatile than prices of large-capitalization securities. In addition, due to thin trading in some such securities, an investment in these securities may be more illiquid than that of larger capitalization securities.

Undervalued Assets. The Company will seek to invest in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. The Company may be forced to sell, at a substantial loss, assets identified as undervalued, if they are not in fact undervalued. In addition, the Company may be required to hold such assets for a substantial period of time before realizing their anticipated value. During this period, a portion of the Company’s capital would be committed to these assets purchased, potentially preventing the Company from investing in other opportunities.

General Credit Risks of Debt Obligations

Debt portfolios are subject to credit and interest rate risks. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument, and debt obligations which are rated by rating agencies are often reviewed by such agencies and may be subject to downgrade.

“Interest rate risk” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). General interest rate fluctuations may have a substantial negative impact on the Company’s investments, the value of the Company’s common shares and the Company’s rate of return on invested capital. An increase in interest rates could decrease the value of any investments held by the Company that earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high-yield bonds, and also could increase the Company’s interest expense, thereby decreasing its net income. In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). This risk will be greater for long-term securities than for short-term securities. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. The Company may attempt to minimize the exposure of the portfolios to interest rate changes through the use of interest rate swaps, interest rate futures, interest rate options and/or other hedging strategies. However, there can be no guarantee that the Investment Manager will be successful in mitigating the impact of interest rate changes on the portfolios.

 

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Factors that may affect market interest rates include, without limitation, inflation, deflation, slow or stagnant economic growth or recession, unemployment, money supply, governmental monetary policies, international disorders and instability in domestic and foreign financial markets. In particular, the United States Federal Reserve has begun raising interest rates and has indicated its intention to continue raising interest rates in the near to medium term. In addition, various other central banks (including the European Central Bank) have begun or have signaled their intention to begin to taper the quantitative easing or “QE” programs instituted following the global financial crisis. These QE programs maintained interest rates at historically low levels, and the tapering of these programs is expected to result in rising interest rates, which could impact the availability of attractive financing to the Company and its portfolio companies. Although in general central banks are expected to seek to increase interest rates gradually, the United States Federal Reserve has raised interest rates more quickly than some had forecasted, and there is no guarantee that interest rates will in fact be raised gradually. There may be significant unexpected movements in interest rates, including as central banks unwind QE programs, which movements could have adverse effects on portfolio companies and the economy as a whole. In light of the foregoing, and more generally, the Company expects that it will periodically experience imbalances in the interest rate sensitivities of its assets and liabilities and the relationships of various interest rates to each other, which could adversely affect their performance.

In addition, to the extent that the Company may be leveraged, movements in the level of interest rates may affect the returns from these assets more significantly than other assets in some instances. The structure and nature of the debt encumbering an investment may therefore be an important element to consider in assessing the interest risk of the investment. In particular, the type of facilities, maturity profile, rates being paid, fixed versus variable components and covenants in place (including the manner in which they affect returns to equity holders) are crucial factors in assessing any interest rate risk.

Market Disruption and Geopolitical Risk

Various social and political tensions in the United States and around the world may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The Investment Manager does not know when or for how long the financial markets will be affected by such events and cannot predict the effects of any such events in the future on the U.S. economy and securities markets.

Potential Implications of Brexit

On January 31, 2020 the United Kingdom formally withdrew and ceased being a member of the European Union (“Brexit”). The United Kingdom and the European Union (“EU”) have now entered into a transition period until December 31, 2020 (the “Transition Period”). During the Transition Period, the United Kingdom will be subject to applicable European Union laws and regulations. The terms of the United Kingdom’s exit from the EU are still uncertain, including the United Kingdom’s access to the EU single market permitting the exchange of goods and services between the United Kingdom and the EU. The United Kingdom expects to agree to a deal on a future relationship with the EU by the end of the Transition Period but whether this is possible is subject to disagreement by leaders of certain EU member states. The future application of EU-based legislation to the private fund industry in the United Kingdom will depend, among other things, on how the United Kingdom renegotiates its relationship with the EU. There can be no assurance that any renegotiated laws or regulations will not have an adverse impact on the Company and its investments, including the ability of the Company to achieve its investment objective.

The negotiation and implementation of the political, economic and legal framework may extend beyond the Transition Period and lead to continued uncertainty and periods of volatility in both the United Kingdom and wider European markets throughout the Transition Period and beyond. The legal, political and economic uncertainty generally resulting from the United Kingdom’s exit from the EU may adversely affect both EU and United Kingdom-based businesses. The terms of the future relationship may cause continued uncertainty in the global financial markets, and adversely affect the performance of the Company.

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 Volatility resulting from this uncertainty may mean that the returns of the Company and its investments are adversely affected by market movements, potential decline in the value of the pound sterling and/or Euro, and any downgrading of the United Kingdom sovereign credit rating. This may also make it more difficult, or more expensive, for the Company to execute prudent currency hedging policies.

Brexit may also have an adverse effect on the tax treatment of the Company’s investments. In particular, the EU’s directives preventing withholding taxes being imposed on intra-group dividends, interest and royalties may no longer apply to payments made into and out of the United Kingdom, meaning that instead the United Kingdom’s double tax treaty network would need to be relied upon. Further, there may be changes to the operation of VAT, which may also have an adverse effect on the tax treatment of the Company’s investments, not only with respect to the operation of VAT on supplies made within the United Kingdom, but also with respect to supplies made from the United Kingdom to the remaining member states of the European Union, and vice versa.

While the most immediate impacts of Brexit on corporate transactions will likely be related to changes in market conditions, the development of new regulatory regimes and parallel competition law enforcement may have an adverse impact on transactions, particularly those occurring in, or impacted by conditions in, the United Kingdom and Europe.

Credit and Liquidity Risks in the Current Environment

The Investment Period is expected to coincide with a period of significant market, economic and geopolitical uncertainty and instability and a rapidly changing investment environment. Investing in highly volatile environments presents certain inherent risks, including reduced market liquidity and increased credit risk, as well as less certainty in core assumptions in respect of a particular investment or an investment strategy as a whole. While such investment environments provide the opportunity for significant returns, they also present significant risks, many of which cannot be predicted, managed or hedged against. Beginning in the fourth quarter of 2008, world financial markets experienced extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the dislocation of credit markets. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these European Union “peripheral nations” to continue to service their sovereign debt obligations. Despite assistance packages to Greece, Ireland and Portugal, the creation of a joint European Union-International Monetary Company European Financial Stability Facility in May 2010, and expanded financial assistance to Greece, uncertainty over the outcome of the European Union governments’ financial support programs and worries about sovereign finances persist. During 2011, a variety of macro and micro economic factors contributed to instability in the financial markets in the U.S. and in other jurisdictions worldwide. These factors include, but are not limited to, certain downgrades by credit agencies of sovereign debt and credit ratings, including the downgrade by Standard and Poor’s of the credit rating of the United States, strained political processes relating to the market for sovereign debt, fluctuations in prices for certain commodities and concerns about economic growth and political stability. The shock to the global financial markets and the resulting instability in the developed global economies have increased the volatility of asset values and the risks of doing business generally, both of which are expected to continue in the short, medium and long terms. In addition, the rapid and uncontrolled spread of COVID-19 has significantly overwhelmed existing healthcare infrastructure in many locations and prompted governmental responses and economic shutdowns of unprecedented scale. It is anticipated that the COVID-19 pandemic may result in a significant and prolonged reduction in global economic activity that may lead to a significant decrease in available liquidity and significant increases in unemployment and financial instability across most of the world, which will exacerbate existing vulnerabilities in the credit markets and in local, state and global economies and cause vulnerabilities and acute stresses in areas that were not previously apparent or identifiable.

The already challenged global economic and political environment may be adversely affected by events outside the Company’s control, such as changes in government policies, directives in the credit sector and other areas, the impact of the COVID-19 pandemic and resulting increase in sovereign debt, political instability, terrorist attacks, social unrest and rioting or military action affecting areas abroad and taxation and other political, economic or social developments in or affecting the world. Policymakers in many advanced economies have publicly acknowledged the need to urgently adopt credible strategies to contain public debt and excessive fiscal deficits and later bring them down to more sustainable levels, which pressures may be acutely present in following of the conclusion of stimulus measures introduced or expected to be introduced in response to the COVID-19 pandemic. The implementation of these policies may restrict economic recovery.

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 A portfolio company’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the ability of the Company’s portfolio company to meet its obligations under the debt securities that the Company holds. The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of the Company’s portfolio companies were to go bankrupt, even though the Company or one of its affiliates may have structured its interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which the Company or one of its affiliates actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize the Company’s debt holding as equity and subordinate all or a portion of the Company’s claim to claims of other creditors.

The Investment Manager cannot predict how long the financial markets will continue to be affected by these events and cannot predict the effects of these or similar events in the future on the Company, the global economy and the global securities markets. An investment in the Company may not be appropriate for all prospective investors. A prospective investor should carefully consider his or her ability to assume these risks before making an investment in the Company.

Non-U.S. Investments

To the extent any portion of the Company’s investments may be in securities of non-U.S. companies in order to provide diversification or to complement the Company’s U.S. investments, the Company may be exposed to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of non-U.S. taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed.

Although it is anticipated that most of the Company’s investments will be denominated in U.S. dollars, its investments that are denominated in a non-U.S. currency will be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Company may employ hedging techniques to minimize these risks, but it can offer no assurance that it will, in fact, hedge currency risk or, that it does, that such strategies will be effective. As a result, a change in currency exchange rates may adversely affect the Company’s profitability.

Illiquidity of Company Investments

The lack of liquidity in substantially all of the Company’s investments may adversely affect the Company’s business. The Company may invest in securities, loans, derivatives or other assets, for which no (or only a limited) liquid market exists or that are subject to legal or other restrictions on the transfer of such assets and will generally less liquid than publicly traded securities.

The market value of the Company’s investments will fluctuate due to a variety of factors that are inherently difficult to predict including, among other things, changes in market rates of interest, general economic conditions, economic conditions in particular industries, the condition of financial markets, prevailing credit spreads, domestic or international economic or political events, and the financial condition of the issuers of the Company’s investments. In addition, the lack of an established, liquid secondary market for many of the Company’s investments may have an adverse effect on the market value of the Company’s investments and on the Company’s ability to dispose of them. Therefore, no assurance can be given that, if the Company is determined to dispose of a particular investment, it could dispose of such investment at the previously prevailing market price. In addition, if the Company is required to liquidate all or a portion of its portfolio quickly, the Company may realize significantly less than the value at which the Company had previously recorded its investments.

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The sale of illiquid assets and restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Moreover, during periods when the market for such assets is illiquid, the Investment Manager and any placement agent, as applicable, may not be able to efficiently dispose of or accurately determine the value of the Company’s investments in such assets, in which case distributions may be delayed.

A portion of the Company’s investments will consist of securities that are subject to restrictions on resale by the Company for reasons including that they were acquired in a “private placement” transaction or that the Company is deemed to be an affiliate of the issuer of such securities. Generally, the Company will be able to sell such securities without restriction to other large institutional investors but may be restrained in its ability to sell them to other investors. If restricted securities are sold to the public, the Company may be deemed to be an underwriter or possibly a controlling person with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act.

The Investment Manager or its affiliates may, from time to time, possess material non-public information, limiting the Investment Manager’s investment discretion. The Investment Manager’s investment professionals, Investment Committee or their respective affiliates may serve as directors of, or in a similar capacity with, companies in which the Company invests. In the event that material non-public information is obtained with respect to such companies, or the Company became subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law, the Company could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on the Company and, consequently, your interests as an investor.

Valuation

Investments made by the Investment Manager for which market quotations are not readily available will be valued at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board of Directors. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material, and, as a result, there may be uncertainty regarding the value of the Company’s portfolio investments. The Company’s net asset value could be adversely affected if determinations regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments.

Lack of Operating History

The Company is a newly organized entity and has no prior operating history. Accordingly, the Company has no performance history for a prospective investor to consider. Although the Investment Manager and its investment professionals have significant experience in the types of investment activities in which the Company proposes to engage, the nature of, and risks associated with, the Company’s future investments may differ significantly from those professionals’ experience.

Dependence on Key Personnel

The success of the Company will be highly dependent on the financial and managerial expertise of the Investment Manager and its personnel. The loss of one or more Voting Members could have a material adverse effect on the performance of the Company. Although the Investment Manager will devote a significant amount of its efforts to the Company’s portfolio, it actively manages investments for other clients and investment professionals are not required to (and will not) devote all of their time to the Company’s portfolio.

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Interest Rate, Currency and Investment Risk Management

The Investment Manager is authorized to use various investment strategies such as short sales and derivative transactions to hedge interest rate and currency risks. These strategies are generally accepted as portfolio management techniques and are regularly used by many investment funds and other institutional investors. Techniques and instruments may change over time as new instruments and strategies are developed or regulatory changes occur. The Investment Manager may use any or all such types of interest rate and currency hedging transactions at any time and no particular strategy will dictate the use of one transaction rather than another. The choice of any particular interest rate and currency hedging transactions will be a function of numerous variables, including market conditions. However, the Company may seek to acquire floating-rate assets based on the same index or currency as its floating-rate liabilities.

Although the Investment Manager intends to engage in interest rate and/or currency hedging transactions only for hedging and risk management purposes and not for speculation, use of interest rate and currency hedging transactions involves certain risks. These risks include (i) the possibility that the market will move in a manner or direction that would have resulted in gain for the Company had interest rate or currency hedging transactions not been utilized, in which case it would have been better had the Company not engaged in the interest rate or currency hedging transactions, (ii) the risk of imperfect correlation between the risk sought to be hedged and the interest rate or currency hedging transactions utilized and (iii) potential illiquidity for the hedging instrument utilized, which may make it difficult for the Company to close out or unwind one or more interest rate or currency hedging transactions.

The Company is also authorized to enter into certain hedging and short sale transactions, referred to herein as “Defensive Hedge Transactions,” for the purpose of protecting the market value of a Company investment for a period of time without having to currently dispose of such Company investment. Such Defensive Hedge Transactions may be entered into when the Company is legally restricted from selling a Company investment or when the Company otherwise determines that it is advisable to decrease its exposure to the risk of a decline in the market value of a Company investment. There can be no assurance that the Company will accurately assess the risk of a market value decline with respect to a Company investment or enter into an appropriate Defensive Hedge Transaction to protect against such risk. Furthermore, the Company is not obligated to enter into any Defensive Hedge Transaction.

The Company may, from time to time, employ various investment programs including the use of derivatives, short sales and swap transactions. There can be no assurance that any such investment program will be undertaken successfully.

Risks Associated with Total Rate of Return Swaps and Other Credit Derivatives

In addition to hedging and short sale transactions entered into for the purpose of interest rate hedging and Defensive Hedge Transactions, the Company is also authorized to make investments in the form of hedging and short sale transactions. These investments are referred to herein as “Structured Product Transactions” and are more generally known as total rate of return swaps or credit derivatives. These transactions generally provide for the transfer from one counterparty to another of certain credit risks inherent in the ownership of a financial asset such as a bank loan or a high yield security. Such risks include, among other things, the risk of default and insolvency of the obligor of such asset, the risk that the credit of the obligor or the underlying collateral will decline or that credit spreads for like assets will change (thus affecting the market value of the financial asset). The transfer of credit risk pursuant to a credit derivative may be complete or partial, and may be for the life of the related asset or for a shorter period. Credit derivatives may be used as a risk management tool for a pool of financial assets, providing the Company with the opportunity to gain or reduce exposure to one or more reference loans or other financial assets (each, a “Reference Asset”) without actually owning or selling such assets in order, for example, to increase or reduce a concentration risk or to diversify a portfolio. Conversely, credit derivatives may be used by the Company to reduce exposure to an owned asset without selling it in order, for example, to maintain relationships with clients, avoid difficult transfer restrictions, manage illiquid assets or hedge declining credit quality of the financial asset.

The Company would typically enter into a Structured Product Transaction in order to permit the Company to realize the same or similar economic benefit of owning one or more Reference Assets on a leveraged basis. However, because the Company would not own the Reference Assets, the Company may not have any voting rights with respect to the Reference Assets, and in such cases all decisions related to the obligors on the Reference Assets, including whether to exercise certain remedies, will be controlled by the swap counterparties. In addition, the Company will not benefit from general rights applicable to the holders of the Reference Assets, such as the right to indemnity and rights of setoff. The economic performance of the Reference Assets will largely depend upon the ability of the actual lenders or holders or their agents or trustees to administer the Reference Assets. Moreover, in monitoring and enforcing the lenders’ or holders’ rights under related documentation and in consenting to or proposing amendments to the terms included in such documentation, the actual lenders or holders will not have any obligation to consider the economic interests of the Company.

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Total rate of return swaps and other credit derivatives are subject to many of the same types of risks described above in “Risk Factors—Interest Rate, Currency and Investment Risk Management”; for example, in the event that the Company enters into a credit derivative with a counterparty who subsequently becomes insolvent or files for bankruptcy, the credit derivative may be terminated in accordance with its terms and the Company’s ability to realize its rights under the credit derivative could be adversely affected.

The use of leverage will significantly increase the sensitivity of the market value of the total rate of return swaps or other credit derivatives to changes in the market value of the Reference Assets. The Reference Assets are subject to the risks related to the credit of their underlying obligors. These risks include the possibility of a default or bankruptcy of the obligors or a claim that the pledging of collateral to secure a loan constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the obligors or nullified under applicable law. See “Risk Factors—Nature of Company Investments” and “—Lender Liability Considerations and Equitable Subordination,” for a description of some of these risks.

Risks Associated with Collateral Management

Where the Company enters into an OTC derivative contract or a securities financing transaction, it may be required to pass collateral to the relevant counterparty. Collateral that the Company posts to a counterparty that is not segregated with a third-party custodian may not have the benefit of customer-protected “segregation” of such assets. Therefore in the event of the insolvency of a counterparty or broker, the Company may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return if the collateral becomes available to the creditors of the relevant counterparty or broker. In addition the Company is subject to the risk that it will be unable to liquidate collateral provided to it to cover a counterparty default. The Company is also subject to the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

Where cash collateral received by the Company is re-invested, the Company will be exposed to the risk of a failure or default of the issuer of the relevant security in which the cash collateral has been invested.

Where collateral is posted to a counterparty by way of a title transfer collateral arrangement or where the Company grants a right of re-use under a security collateral arrangement which is subsequently exercised by the counterparty, the Company will only have an unsecured contractual claim for the return of equivalent assets. In the event of the insolvency of a counterparty, the Company shall rank as an unsecured creditor and may not receive equivalent assets or recover the full value of the assets. Shareholders should assume that the insolvency of any counterparty would result in a loss to the Company, which could be material. In addition, assets subject to a right of re-use by a counterparty may form part of a complex chain of transactions over which the Company or its delegates will not have any visibility or control.

Because the passing of collateral is effected through the use of standard contracts, the Company may be exposed to legal risks such as the contact may not accurately reflect the intentions of the parties or the contract may not be enforceable against the counterparty in its jurisdiction of incorporation.

Borrowings and Cost of Leverage

An investment in the Company is subject to the risks of leverage to the extent that leverage is employed by the Company. Leverage arises as a consequence of borrowing money. Leverage has the effect of magnifying both gains and losses. The leverage in which the Company may engage will increase returns to shareholders if the investments held by the Company earn a greater return than expected, but will also magnify losses to shareholders if the investments held by the Company fail to earn as much as expected or operate a loss.

Subject to the restrictions on borrowings described herein, the Company may from time to time enter into loan agreements with third parties to provide working capital for the Company. The Company may borrow or use other forms of leverage on a secured or an unsecured basis for any purpose, including increasing investment capacity, covering operating expenses, making redemption or dividend payments or for clearance of transactions.

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The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains and losses from an investment and increases the risk of loss of capital. Borrowing money to purchase securities may provide an opportunity for greater capital appreciation, but, at the same time, increases the Company’s exposure to capital risk and higher current expenses through interest charges, fees imposed by lenders and transaction costs. To the extent that income derived by the Company from investments purchased with borrowed funds is greater than the cost of borrowing, the Company’s income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased from these sources is not sufficient to cover the cost of the leverage, the Company’s investment income will be less than if leverage had not been used, and the amount available for ultimate distribution to the holders of Interests will be reduced. The extent to which the gains and losses associated with leveraged investing are increased will generally depend on the degree of leverage employed. The Company may, under some circumstances, be required to dispose of investments under unfavorable market conditions in order to maintain its leverage, thus causing the Company to recognize a loss that might not otherwise have occurred. In the event of a sale of investments upon default under the Company’s borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to do so in their interest, rather than in the interests of the holders of Interests. Holders of Interests will incur losses if the proceeds from a sale in any of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such holder’s investments in the Interests. As a result, you could experience a total loss of your investment. Any decrease in the Company’s revenue would cause the Company’s net income to decline more than it would have had the Company not borrowed funds and could negatively affect the Company’s ability to make distributions to Limited Partners. The ability to service any debt that the Company has or may have outstanding depends largely on its financial performance and is subject to prevailing economic conditions and competitive pressures.

There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. If loans are collateralized with portfolio investments that decrease in value, the Company may be obliged to provide additional collateral to the lender or sell positions at a loss to avoid liquidation of the pledged investments. Any such liquidation could result in substantial losses. Except as described herein, such borrowings may not be subject to any limitations on the amount or terms of borrowings other than those imposed by the lender. The amount of leverage that the Company employs at any particular time will depend on the Investment Manager’s assessments of market and other factors at the time of any proposed borrowing.

Control Over Portfolio Companies

The Company may not be in a position to exercise control over its portfolio companies or to prevent decisions by management of its portfolio companies that could decrease the value of the Company’s investments.

The Company does not generally intend to take controlling equity positions in its portfolio companies. To the extent that the Company does not hold a controlling equity interest in a portfolio company, the Company is subject to the risk that such portfolio company may make business decisions with which the Company disagrees, and the Shareholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to the Company’s interests. Due to the lack of liquidity for the debt and equity investments that the Company typically holds in its portfolio companies, the Investment Manager may not be able to dispose of its investments in the event the Investment Manager disagrees with the actions of a portfolio company, and may therefore suffer a decrease in the value of its investments.

In addition, the Company may not be in a position to control any portfolio company by investing in its debt securities. As a result, the Company is subject to the risk that a portfolio company in which it invests may make business decisions with which it disagrees and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve the Company’s interests as debt investors.

Board or Committee Participation

It is possible that the Company, through members of the Investment Manager’s Investment Committee, will be represented on the boards of directors or creditor committees of some of the companies in which the Company makes investments (although the Company has no obligation to seek representation on any such boards or committees). While such representation may be important to the Investment Manager’s investment strategy and should enhance the Investment Manager’s ability to manage the Company’s investments, it may also have the effect of impairing the ability of the Company to sell the related investments when, and upon the terms, it might otherwise desire, including as a result of applicable securities laws. Under its current policies, the Investment Manager restricts personal trading by the members of the Investment Committee and its other employees in issuers under the Investment Manager’s consideration or in which the Company or Client Accounts have an investment.

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Third-Party Litigation

The Company’s investment activities subject it to the normal risks of becoming involved in litigation by third parties. This risk is somewhat greater where the Company exercises control or significant influence over a portfolio company’s direction, including as a result of board participation. The expense of defending against claims made against the Company by third parties and paying any amounts pursuant to settlements or judgments would, to the extent that (i) the Company has not been able to protect itself through indemnification or other rights against the portfolio company or (ii) is not entitled to such protections or (iii) the portfolio company is not solvent, be borne by the Company pursuant to indemnification obligations and reduce net assets. The Investment Manager and others are indemnified by the Company in connection with such litigation, subject to certain conditions.

Lender Liability Considerations and Equitable Subordination

In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. While believed to be unlikely, because of the nature of certain of the Company investments, the Company could be subject to allegations of lender liability.

In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (i) intentionally takes an action that results in the under capitalization of a borrower to the detriment of other creditors of such borrower, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of the Company investments and investments in an obligor by affiliates of the Company, the Company could be subject to claims from creditors of an obligor that Company investments issued by such obligor that are held by the Company should be equitably subordinated. A significant number of Company investments are expected to involve investments in which the Company would not be the lead creditor. It is, accordingly, possible that lender liability or equitable subordination claims affecting the Company investments could arise without the direct involvement of the Company.

Projections

The Company may rely upon projections, forecasts or estimates developed by the Investment Manager and/or a portfolio company concerning the portfolio company’s future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Company’s control. Actual events may differ from those assumed. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates; domestic and foreign business, market, financial or legal conditions; differences in the actual allocation of the Company’s investments among different asset categories from those assumed herein; changes in the degree of leverage actually used by the Company from time to time; the degree to which the Company’s investments are hedged and the effectiveness of such hedges; and the terms of any borrowing agreements, among others. In addition, the degree of risk will be increased as a result of leveraging of the investments. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results will not be materially lower than those estimated therein.

Projections are inherently subject to uncertainty and factors beyond the control of the Investment Manager and the Company. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability of the Company to realize projected values and cash flow.

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Competition and Potential for Insufficient Investment Opportunities

The investment strategy of the Company is highly competitive. The identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. Consequently, there can be no assurance that the Investment Manager will be able to fully invest the Capital Commitments or that suitable investment opportunities will be identified which satisfy the Company’s investment objective.

A reduction in market inefficiencies that provide opportunities may reduce the scope for the Company’s investment strategies. In the event that the perceived mispricings underlying the Company’s positions were to fail to converge toward, or were to diverge further from, relationships expected by the Investment Manager, the Company may incur a loss. Further, the investments utilized in implementing such strategies may include derivatives, such as options, that are themselves inherently volatile in the context of specific market movements.

In making investments, the Company or its affiliates compete with a broad spectrum of investors. Some of the Company’s existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Company does. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to BlackRock. In addition, some of the Company’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than the Company. The Company cannot assure you that the competitive pressures the Company faces will not have a material adverse effect on its business, financial condition and results of operations.

Brokerage; Turnover

Pursuant to the Investment Management Agreement, the Investment Manager has discretion to select brokers and dealers to execute transactions as agent on behalf of the Company. This discretion is subject to the approval and oversight of the Board of Directors. The Company is not committed to continue its relationship with any broker or dealer it selects for any minimum period and the Investment Manager may select more than one broker to act as prime broker to the Company.

In selecting brokers to effect portfolio transactions for the Company, the Investment Manager makes the decision on the basis of best execution and considers such factors as the ability of the brokers to effect the transactions, the brokers’ facilities, reliability and financial responsibility and the provision or payment (or the rebate to the Company for payment) of the costs of brokerage or research products or services. The Investment Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if the Investment Manager determines in good faith that the commissions charged by a broker are reasonable in relation to the value of the brokerage and research products or services provided by such broker, the Company may pay commissions to such broker in an amount greater than the amount another broker might charge.

Research products or services provided to the Investment Manager may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities and other products and services (e.g., quotation equipment and expenses) and providing lawful and appropriate assistance to the Investment Manager in the performance of its investment decision-making responsibilities.

Commissions or “soft dollars,” if used to pay for research products or services, will fall within the safe harbor for soft dollars created by Section 28(e) of the Exchange Act, and use of “soft dollars,” if any, will comply at all times with the rules of the Financial Conduct Authority to the extent required by applicable law. Under Section 28(e), research obtained with soft dollars generated by the Company may be used by the Investment Manager to service accounts other than the Company. Where a product or service provides both research and non-research assistance to the Investment Manager, a portion of the cost of the product or service, based upon a reasonable allocation between the two types of uses, may be paid for with soft dollars.

 

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The Company’s securities transactions can be expected to generate brokerage commissions and other compensation, all of which the Company, not the Investment Manager, is obligated to pay. The Investment Manager has complete discretion in deciding what brokers and dealers the Company uses and in negotiating the rates of compensation the Company pays. In addition to using brokers as “agents” and paying commissions, the Company may buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers.

Errors

The Company may on occasion experience errors with respect to trades placed on its behalf by the Investment Manager. An error is generally compensable from the Investment Manager to the Company when it is a mistake (whether an action or inaction) in which the Investment Manager has, in the Investment Manager’s reasonable view, deviated from the applicable standard of care in managing the Company’s assets.

Trade errors (and similar errors) may occur and, subject to applicable law, the Company may be responsible for any resulting losses in the absence of the gross negligence (as determined in accordance with the laws of the State of Delaware) of the Investment Manager or its affiliates or personnel. Examples of such trade errors may include, without limitation, (i) the placement of orders (either purchases or sales) in excess of the amount of securities the Company intended to trade; (ii) the sale (or purchase) of a security when it should have been purchased (or sold); (iii) the purchase or sale of the wrong security; (iv) the purchase or sale of a security contrary to regulatory restrictions or the Company’s investment guidelines or restrictions; (v) incorrect allocations of trades; (vi) keystroke errors that occur when entering trades into an electronic trading system; and (vii) typographical or drafting errors related to derivatives contracts or similar agreements. Mistakes may also occur in connection with other activities that may be undertaken by the Investment Manager and its affiliates and personnel, such as net asset value calculation, transfer agent activities (i.e., processing subscriptions and withdrawals), fund accounting, trade recording and settlement and other matters.

The Investment Manager makes its determinations regarding errors pursuant to its policies on a case-by-case basis, in its discretion, based on factors it considers reasonable, including regulatory requirements and business practices. The Investment Manager generally will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. The Investment Manager may also consider whether it is possible to adequately address a mistake through cancellation, reallocation of losses and gains or other means. To the extent an error is caused by a counterparty, such as a broker-dealer, the Investment Manager may seek to recover any losses associated with such error from the counterparty. The determination whether to seek compensation from a counterparty and whether to accept any amount in settlement of such a matter will be made by the Investment Manager in its sole discretion.

Compensation for Errors. When the Investment Manager determines that reimbursement by the Investment Manager is appropriate, the Company will be compensated as determined in good faith by the Investment Manager. The Investment Manager will follow its guidelines regarding these matters in light of all of the facts and circumstances related to an error. In general, compensation is expected to be limited to direct and actual losses, which may be calculated relative to comparable conforming investments, market factors and benchmarks and with reference to other factors the Investment Manager considers relevant. Compensation generally will not include any amounts or measures that the Investment Manager determines are speculative or uncertain, including potential opportunity losses resulting from delayed investment or sale as a result of correcting an error or other forms of consequential or indirect losses. In addition, losses may also be capped at the value of the actual loss, particularly when the outcome of a differing investment would in the Investment Manager’s view be speculative or uncertain or in light of reasonable equitable considerations.

Reprocessing Net Asset Value Errors and Compensation of Shareholders. The Investment Manager follows materiality guidelines to determine when individual shareholder accounts will be restated (credited or debited) in respect of particular errors, and to handle certain net asset value-related errors that occur in the Company’s operation (including, without limitation, errors made in the processing of subscriptions and withdrawals). Under these guidelines, when a compensable error by the Investment Manager occurs, the Investment Manager may reimburse the Company in an amount according to its policies without the Company reprocessing individual shareholder accounts. Reprocessing of individual shareholder accounts generally will only occur when the error is of a size that exceeds the materiality threshold for reprocessing. This means that an error below the materiality threshold may disadvantage shareholders during the period the error persists, but reimbursement may benefit shareholders at the time of reimbursement and may not, in either event, be allocated to, or in proportion to, the specific shareholders whose interests were negatively affected by the error.

 

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Counterparty Risk

The Company may effect a portion of its transactions in “over-the-counter” or “interdealer” markets or through private transactions. The participants in such markets and the counterparties in such private transactions are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This may expose the Company to the risk that a counterparty will not settle a transaction because of a credit or liquidity problem, thus causing the Company to suffer a loss. Counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Company has concentrated its transactions with a single or small group of counterparties. The Company is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty.

Systemic Risk

The Company may be subject to risk arising from a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Company interacts on a daily basis.

Risk Control Framework

No risk control system is fail-safe, and no assurance can be given that any risk control framework employed by the Investment Manager will achieve its objective. Target risk limits developed by the Investment Manager may be based upon historical trading patterns for the securities and financial instruments in which the Company invests. To the extent such risk control framework (or the assumptions underlying it) do not prove to be correct, the Company may not perform as anticipated, which could result in substantial losses. All models ultimately depend upon the judgment of the Investment Manager and the assumptions embedded in the framework. No assurance can be given that such historical trading patterns will accurately predict future trading patterns.

Payment of Fees and Expenses Regardless of Profits

The Company will incur obligations to pay operating, legal, accounting, auditing, custodial and other related fees and expenses, including the Advisory Fee. In addition, the Company will incur obligations to pay brokerage commissions, option premiums and other transaction costs to securities brokers and dealers. The foregoing fees and expenses are payable regardless of whether the Company realizes any profits from its investment operations. In accordance with the governing agreements, amounts owing to the Company’s creditors will be paid before amounts are distributed to shareholders. It is possible that the Company will not realize any profits in excess of such amounts. Distributions in respect of the Company’s common shares are not guaranteed, and shareholders shall not have recourse to any assets or property of the Investment Manager, any of its affiliates or any of the Company’s other service providers in connection therewith.

Sanctions

The Company is subject to laws that restrict it from dealing with entities, individuals, organizations and/or investments which are subject to applicable sanctions regimes.

Accordingly, the Company will require shareholders to represent and warrant, on a continuing basis, that it is not, and that to the best of its knowledge or belief its beneficial owners, controllers or authorized persons (“Related Persons”) (if any) are not; (i) named on any list of sanctioned entities or individuals maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or pursuant to EU and/or UK Regulations (as the latter are extended to the Cayman Islands by Statutory Instrument), (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply, or (iii) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU or the UK (including as the latter are extended to the Cayman Islands by Statutory Instrument) (collectively, a “Sanctions Subject”).

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Where the shareholder or a Related Person is or becomes a Sanctions Subject, the Company may be required immediately and without notice to the shareholder to cease any further dealings with the shareholder and/or the shareholder’s interest in the Company until the shareholder ceases to be a Sanctions Subject, or a license is obtained under applicable law to continue such dealings (a “Sanctioned Persons Event”). The Company, the Administrator and the Investment Manager shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the shareholder as a result of a Sanctioned Persons Event. In addition, should any investment made on behalf of the Company subsequently become subject to applicable sanctions, the Company may immediately and without notice to the shareholder cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings.

Compliance and Legal Risk

The Company may invest in assets and securities that may entail unusual risks, including contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress and lack of standard practices and confidentiality customs. In addition, legal, tax, and regulatory changes, as well as judicial decisions, could adversely affect the Company. In particular, the regulatory environment relevant to the Company and the Investment Manager is evolving and may entail increased regulatory involvement or result in ambiguity or conflict among legal or regulatory schemes, all of which could adversely affect the investment or trading strategies pursued by the Investment Manager or the value of investments. It is impossible to predict how changes in policy or regulation will affect the investments of the Company, but such changes may significantly increase the Company’s costs of compliance or may necessitate the untimely liquidation of the Company’s investments.

State and Local Laws and Regulations

The Company intends to engage in loan origination activities. Certain jurisdictions have enacted laws or regulations that require lenders engaged in loan origination to obtain a finance lenders license and restrict loan origination activity absent a license. The costs, regulatory burden and restrictions imposed by these laws and regulations may have a significant negative impact on the Company and the Investment Manager. In addition, the license application process may entail the disclosure of the identity of certain shareholders. The Company may elect to forego or limit investments in certain jurisdictions rather than incur the costs and burden of obtaining and maintaining a required license.

Potential Repeal of the Dodd-Frank Act

On 21 March 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and Federal Deposit Insurance Corporation issued the “Interagency Guidance on Leveraged Lending” as part of the Dodd-Frank Act (the “Leveraged Lending Guidelines”). The Leveraged Lending Guidelines require financial institutions to adopt a stricter risk management framework and stricter underwriting standards. For example, the Leveraged Lending Guidelines provide that a borrower’s leverage level after planned asset sales in excess of six times the borrower’s total debt to EBITDA raises concerns for most industries. As a result of the Dodd-Frank Act, and other regulations such as Basel III and the Volcker Rule, banks are reducing their balance sheets to de-risk their business activities and have reduced their lending to middle market companies, which has increased middle market lending opportunities of hedge funds and private equity funds (like the Company), which are not subject to the enhanced scrutiny of the Dodd-Frank Act. However, there has been recent discussion about repealing the Dodd-Frank Act or certain portions thereof. In the event that the Dodd-Frank Act is repealed, financial institutions may no longer be subject to the same requirements or restrictions that previously reduced lending to middle market companies. In such event, it is possible that competition for lending opportunities in the middle market may increase, thus reducing the number of opportunities available and adversely affecting the Company’s ability to make certain investments or the terms upon which investments can be made. There can be no assurance that the Company will be able to locate and consummate middle market loans, or that the Company will be able to fully invest its committed capital.

 

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Certain Tax Risks

Recent and Potential Tax Legislation. Developments in the tax laws of the United States or other jurisdictions, which may be applied retroactively, could have a material effect on the tax consequences to shareholders, the Company and/or the entities in which the Company invests. Such legislation could affect shareholders, even if not specifically targeted at such Shareholders. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. For example, the “Tax Cuts and Jobs Act” (the “TCJA”), which was enacted in 2017, made significant changes to the U.S. tax system, including by changing tax rates and modifying certain rules relating to the use of losses and deductions and to international taxation. In some cases, there is uncertainty around the scope and application of the TCJA, which may be addressed in future U.S. Internal Revenue Service (“IRS”) guidance. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, temporarily modifies some provisions of the TCJA. It is possible future tax legislation could result in a change in law that would affect Shareholders.

Each prospective shareholder should be aware that developments in the tax laws of the United States or other jurisdictions, may alter the tax consequences and other tax considerations discussed herein and that shareholders may be required to provide certain information to the Company (which may be provided to the IRS or other taxing authorities) or may cause the Company or the shareholders to be subject to other adverse consequences as a result of such change in tax laws.

Based on the types of investments likely to be made directly or indirectly by the Company and uncertainty as to the potential tax treatment of certain investment structures, no assurance can be given that any tax planning objectives of the Company or any particular shareholders will be achieved. None of the Investment Manager or any of its affiliates are obligated to consider the potential tax or other objectives of any shareholder. Each prospective Shareholder is urged to consult its tax advisor to determine the U.S. federal, state, local and non-U.S. income tax and other tax consequences of acquiring, holding and disposing of Shares in light of its particular circumstances, including as a result of changes in tax laws.

Failure to Qualify as a RIC. Although the Company intends to qualify as a RIC, no assurance can be given that the Company will be able to maintain RIC status. To maintain RIC status and be relieved of U.S. federal income taxes on income and gains distributed to Shareholders, the Company generally must meet the annual distribution, source-of-income and asset diversification requirements.

The annual distribution requirement for a RIC will generally be satisfied if the Company distributes at least 90% of its ordinary income and net short-term capital gain in excess of net long-term capital loss, if any, to Shareholders. To qualify as a RIC, the Company generally must also meet certain asset diversification requirements at the end of each calendar quarter and source-of-income tests on an annual basis. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because the Company anticipates that most of its investments will be in private companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses.

If the Company fails to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level income taxes could substantially reduce the Company’s net assets, the amount of income available for distribution and the amount of the Company’s distributions.

Recognition of Taxable Income Before or Without Receiving Cash Representing Such Income. For U.S. federal income tax purposes, the Company may include in income certain amounts that the Company not yet received in cash, such as original issue discount, which may arise if the Company receives warrants in connection with the making of a loan or possibly in other circumstances, or PIK interest, which represents contractual interest added to the loan balance and due in the future, often only at the end of the loan. Such original issue discount, which could be significant relative to the Company’s overall investment activities, or increases in loan balances as a result of PIK arrangements are generally included in the Company’s taxable income before the Company receives any corresponding cash payments. The Company also may be required to include in income certain other amounts that it does not receive in cash. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non-cash taxable income or may limit the deductibility of certain of the Company’s cash expenses.

 

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Since the Company may recognize taxable income before or without receiving cash representing such income or may be subject to limitations on the deductibility of the Company’s losses and expenses, the Company may have difficulty meeting the tax requirement to distribute at least 90% of the Company’s ordinary income and net short-term capital gain in excess of net long-term capital loss, if any, to maintain the Company’s status as a RIC. Accordingly, the Company may have to sell some of its investments at times the Investment Manager would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements.

All investors should review “— Certain U.S. Federal Income Tax Considerations” for a discussion of certain additional risk factors.

Impact of Disease Epidemics

Certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. For instance, a 2019 novel coronavirus, first detected in China in December 2019 and later spreading internationally (“COVID-19”), resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity and market volatility, as well as general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social and economic risks in certain countries. The impact of the outbreak may be short term or may last for an extended period of time, and could have an adverse impact on the Company, its ability to achieve its investment objective and its investments.

A prolonged continuation of the current COVID-19 pandemic and/or any outbreak of other disease epidemics, together with any containment or other remedial measures (including governmental measures) undertaken or imposed, may have an adverse impact on the Company’s value, the investments and the Company’s ability to make new investments. For example, the COVID-19 pandemic has already led to the end of an 11-year bull market, significant losses and extreme volatility in the financial markets (including several brief automatic suspensions of trading on U.S. stock exchanges) and many market forecasters predict that COVID-19 will lead to a recession. The performance of the Company will also be affected by particular issues arising from the COVID-19 pandemic that affect specific companies, regions or sectors in which the Company invests.

Because the COVID-19 pandemic is an unprecedented event in modern history, the duration and magnitude of its impacts are unknown. While the Investment Manager believes that it can pursue its investment strategy during this pandemic, there is no assurance that the Company’s investment objective will be achieved. Further, if a future pandemic occurs (including a recurrence of COVID-19) during a period when the Company expects to be harvesting its investments, the Company may not achieve its investment objective or may not be able to realize its investments within the Term. Investors should be aware that developments regarding COVID-19 and the economic impact thereof (both long-term and short-term) are changing rapidly and the Investment Manager cannot predict the potential long-term effects of the pandemic on the Company and its investments.

General Economic and Market Conditions

The success of the activities of the Company will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances (such as changes in foreign investment policies). These factors may affect the level and volatility of securities prices and the liquidity of the investments. Volatility or illiquidity could impair the Company’s profitability or result in losses.

The economies of individual countries in emerging and frontier markets may differ favorably or unfavorably from the economy of a developed country in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of such countries generally are heavily dependent upon international trade and, accordingly, have been, and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. The economies of certain of these countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation.

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Various social and political tensions around the world may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the private investment fund industry in general. Certain legislation proposing greater regulation of the industry periodically is considered by various jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Company and/or the Investment Manager, the markets in which they trade and invest, or the counterparties with which they do business, may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Company.

Euro and Eurozone Risk

The deterioration of the sovereign debt of several countries, together with the risk of contagion to other, more stable, countries, exacerbated the global economic crisis. There is a continued possibility that Eurozone countries could be subject to an increase in borrowing costs. This situation as well as the United Kingdom’s referendum have raised a number of uncertainties regarding the stability and overall standing of the European Economic and Monetary Union. The departure or risk of departure from the Euro by one or more Eurozone countries could lead to the reintroduction of national currencies in one or more Eurozone countries or, in more extreme circumstances, the possible dissolution of the Euro entirely. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the Company’s investments. Unitholders should carefully consider how any potential changes to the Eurozone and European Union may affect their investment in the Company.

Governmental Intervention Risk

In response to a recession, economic slowdown or financial market instability, governments and regulators may choose to intervene by implementing austerity measures and reforms, as seen in the 2007-2008 global financial crisis. There is no guarantee a government or regulatory intervention will have the desired effect and any such intervention may result in social unrest, limit future growth and economic recovery or have unintended consequences. Additionally, such interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty which in itself has been detrimental to the efficient functioning of financial markets. It is impossible to predict with certainty what temporary or permanent governmental restrictions may be imposed on the markets in the future and/or the effect of such restrictions on the Investment Manager’s ability to implement the Company’s investment objective, the European or global economy or the global securities market. Instability in the global financial markets or government intervention may increase the volatility of the Company and hence the risk of loss to the value of your investment.

Cybersecurity

The Company or any of the service providers, including the Investment Manager, may be subject to risks resulting from cybersecurity incidents and/or technological malfunctions. A cybersecurity incident is an event that may cause a loss of proprietary information, data corruption or a loss of operational capacity. Cybersecurity incidents can result from deliberate cyber-attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g. through hacking or malicious software coding) for the purposes of misappropriating assets or sensitive information, corrupting data, releasing confidential information without authorization or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites, which may make network services unavailable to intended users. The issuers of securities and counterparties to other financial instruments in which the Company invests may also be subject to cybersecurity incidents.

Cybersecurity incidents may cause the Company to suffer financial losses, interfere with the Company’s ability to calculate its net asset value, impede trading, disrupt the ability of unitholders to subscribe for, exchange or redeem their units, violate privacy and other laws and incur regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Cyber-attacks may render records of assets and transactions of the Company, unitholder ownership of units, and other data integral to the functioning of the Company inaccessible, inaccurate or incomplete. In addition, substantial costs may be incurred in order to prevent any cybersecurity incidents in the future which may adversely impact the Company.

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While the Company and the Investment Manager have established business continuity plans and risk management strategies to seek to prevent cybersecurity incidents, there are inherent limitations in such plans and strategies, including the possibility that certain risks have not been identified given the evolving nature of the threat of cyber-attacks. Furthermore, neither of the Company or the Investment Manager can control the business continuity plans or cybersecurity strategies put in place by other service providers to the Company or issuers of securities and counterparties to other financial instruments in which the Company invests. The Investment Manager relies on its third party service providers for many of its day-to-day operations and will be subject to the risk that the protections and policies implemented by those service providers will be ineffective to protect the Company from cyber-attack.

LIBOR Risk

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Actions by the British Bankers’ Association, the United Kingdom Financial Conduct Authority or other regulators or law enforcement agencies as a result of these or future events, may result in changes to the manner in which LIBOR is determined. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of the Company’s portfolio of LIBOR-indexed, floating-rate debt securities.

At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for securities linked to such rates.

Risks Related to the Company’s Regulation and Operation as a BDC

Board Authority to Change Policies. The Board of Directors has the authority to modify or waive the Company’s operating policies and strategies without prior notice and without Shareholder approval. The Company cannot predict the effect any changes to its current operating policies and strategies would have on the Company’s business, operating results or value of the Shares. Nevertheless, the effects could adversely affect the Company’s business and impact the Company’s ability to make distributions and cause you to lose all or part of your investment.

Limited Liability of the Investment Manager. The Investment Manager has not assumed any responsibility to the Company other than to render the services described in the Investment Management Agreement, and it will not be responsible for any action of the Board of Directors in declining to follow the Investment Manager’s advice or recommendations. Pursuant to the Investment Management Agreement, the Investment Manager and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it will not be liable to the Company for their acts under the Investment Management Agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The Company has agreed to indemnify, defend and protect the Investment Manager and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all damages, liabilities, costs and expenses resulting from acts of the Investment Manager not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead the Investment Manager to act in a riskier manner when acting on behalf of the Company than it would when acting for its own account.

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Incentive Compensation.The incentive compensation payable by the Company to the Investment Manager may create an incentive for the Investment Manager to make investments on the Company’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may encourage the Investment Manager to take additional risk to increase the return on the Company’s investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain of the Company’s debt investments and may accordingly result in a substantial increase in the amount of incentive compensation payable to the Investment Manager with respect to the Company’s cumulative investment income. Although the incentive compensation is subject to a total return hurdle, the Investment Manager may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it may be in the Company’s best interests to not yet realize gains. The Board of Directors monitors the Investment Manager’s management of the Company’s investment program in the best interests of Shareholders.

Resignation of Investment Manager.The Investment Manager has the right, under the Investment Management Agreement, to resign at any time upon not less than 120 days’ written notice, whether the Company has found a replacement or not. If the Investment Manager resigns, the Company may not be able to find a new investment advisor or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 120 days, or at all. If the Company unable to do so quickly, its operations are likely to experience a disruption, its financial condition, business and results of operations as well as its ability to pay distributions are likely to be adversely affected. In addition, the coordination of the Company’s internal management and investment activities is likely to suffer if the Company is unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Investment Manager and its affiliates. Even if the Company is able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with the Company’s investment objective may result in additional costs and time delays that may adversely affect the Company’s financial condition, business and results of operations.

Qualifying Assets Requirement. As a BDC, the Company is prohibited from acquiring any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of the Company’s total assets are qualifying assets. If the Company does not invest a sufficient portion of its assets in qualifying assets, the Company will be prohibited from investing in additional non-qualifying assets, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Similarly, these rules could prevent the Company from making follow-on investments in existing portfolio companies (which could result in the dilution of the Company’s position) or could require the Company to dispose of investments at inopportune times in order to come into compliance with the 1940 Act. If the Company needs to dispose of these investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, the Company may have difficulty in finding a buyer and, even if a buyer is found, the Company may have to sell the investments at a substantial loss.

Failure to Maintain BDC Status. The Company intends to qualify as business development companies under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. Government securities and other high quality debt investments that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to bring an enforcement action against the Company and/or expose the Company to claims of private litigants.

1940 Act Restrictions on Transactions with Affiliates.Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities or is managed by the Investment Manager will generally be an affiliate of the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the Investment Manager and the funds managed by the Investment Manager have received an exemption from certain SEC regulations prohibiting transactions with affiliates. The exemptive order requires that certain procedures be followed prior to making an investment subject to the order and such procedures could in certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. The Investment Manager may also face conflicts of interest in making investments pursuant to the exemptive order.

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The 1940 Act also prohibits certain “joint” transactions with certain affiliates of the Company, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their affiliates.

Changes in Laws. The Company is subject to changing rules and regulations of federal and state governments. These entities, including the Public Company Accounting Oversight Board and the SEC have issued a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations.

Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could significantly affect the Company’s operations and cost of doing business. The Company is subject to federal, state and local laws and regulations and are subject to judicial and administrative decisions that affect the Company’s operations, including its loan originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or the Company expands its business into jurisdictions that have adopted more stringent requirements than those in which the Company currently conducts business, the Company may have to incur significant expenses in order to comply, or the Company might have to restrict its operations. In addition, if the Company does not comply with applicable law, the Company may lose licenses needed for the conduct of its business and may be subject to civil fines and criminal penalties, any of which could have a material adverse effect upon the Company’s business, results of operations of financial condition.

Credit Facility Debt

The Company may obtain a credit facility in order to finance investments or pay expenses with borrowings in lieu of, or in advance of, calling capital contributions (any such indebtedness secured by an assignment of the Company's right to call Shareholders' Capital Commitments to lender, "Credit Facility Debt"). Such Credit Facility Debt may be important for the Company's operations because it would allow the Investment Manager to manage cash, minimize capital calls and better manage drawdowns in respect of revolving credit agreements from underlying borrowers. A number of factors may result in the inability of the Company to obtain or access Credit Facility Debt or Credit Facility Debt comparable to those available to other Client Accounts. These factors may include, among others: insufficient diversity of investments, the profile and creditworthiness of Shareholders, the size of the Company, the availability of Credit Facility Debt to the Company in light of the current state of the global credit markets, whether or not any financing is with recourse to the Company and how a lender views the worth of recourse provided, the scope of assurances Shareholders are willing to provide to financing sources, the Company's lack of operating history or trading history with counterparties and the time at which the Company seeks financing.

The Investment Manager may obtain Credit Facility Debt for one or more Client Accounts and is under no obligation to make such financing available to the Company. Differences in availability and terms of Credit Facility Debt resulting from such factors may affect the performance of the Company relative to other Client Accounts. In the event that the Investment Manager is unable to obtain sufficient Credit Facility Debt for the Company, the Company may need to hold larger amount of cash reserves and/or call capital on a more frequent basis than it would if the Company were able to obtain sufficient Credit Facility Debt. The failure by the Company to obtain Credit Facility Debt on favorable terms (or at all) could adversely affect the returns of the Company. Shareholders whose Capital Commitments have been pledged may be called upon to fund their entire Capital Commitment to repay indebtedness, and the failure of other Shareholders to honor their Capital Commitments may result in a Shareholder's payments exceeding its pro rata share of any such indebtedness.

As a BDC, the Company may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that the Company’s asset coverage, as defined in the Investment Company Act, equals at least 200% after such incurrence or issuance. These requirements limit the amount that the Company may borrow and may unfavorably limit the Company’s ability to utilize Credit Facility Debt. If the value of the Company’s assets declines, the Company may be unable to satisfy the asset coverage test, which could prohibit the Company from paying distributions. If the Company cannot satisfy the asset coverage test, the Company may be required to sell a portion of its investments and repay a portion of its indebtedness at a time when such sales may be disadvantageous. Accordingly, any failure to satisfy this test could have a material adverse effect on the Company’s business, financial condition or results of operations.

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Item 2. Financial Information.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. The Company’s investment objective is to target high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. The Company will primarily target investments in companies headquartered in North America but will have the ability to invest in compelling opportunities in other jurisdictions, subject to regulatory limitations and other investment restrictions discussed in this Registration Statement.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to Shareholders generally at least 90% of the Company’s investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, the Company generally will not have to pay corporate level taxes on any income that the Company distributes to Shareholders provided that the Company satisfies those requirements.

Investments

The Company’s level of investment activity can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments the Company makes.

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, the Company generally has to invest at least 70% of the Company’s total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Exchange Act, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less. The Company is also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition.

Revenues

The Company generates revenues primarily in the form of interest on the debt the Company holds. The Company also generates revenue from dividends on its equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. The Company’s investments in fixed income instruments generally have an expected maturity of three to five years, although the Company has no lower or upper constraint on maturity. Interest on the Company’s debt investments is generally payable quarterly or semi-annually. Payments of principal of the Company’s debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, the Company’s debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of the Company’s debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, the Company may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Company will be responsible for paying the compensation of the Investment Manager. In addition, the Company will generally be responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Investment Manager or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

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• the Company’s business, affairs and operations, including any private placement fees, sales commissions, appraisal fees, taxes, brokerage fees and commissions, underwriting commissions and discounts, expenses related to short sales, indemnification obligations, legal, accounting, research, auditing, information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), consulting (including consulting and retaining fees and other compensation paid to consultants performing investment initiatives and other similar consultants), tax, investment banking, information services, title, transfer, registration, loan agency services (including any third party service providers related to the foregoing) and other professional fees, expenses of filings and registrations;

• activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, of actual and potential investments (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, investment bankers, lenders, third-party diligence software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful;

• investment transactions that are not consummated, including break-up fees and other “broken deal” costs, and legal, accounting, investment banking, consulting, information services and other professional fees related thereto;

• compensation of the Independent Directors of the Company;

• the preparation of audits, financial and tax reports, portfolio valuations and tax returns of the Company, including fees and out-of-pocket expenses of any service company retained to provide accounting and bookkeeping services to the Company;

• all ongoing legal and compliance costs of the Company (including any costs associated with complying with any tax reporting regime) and the costs of prosecuting or defending any legal action for or against the Company;

• all extraordinary professional fees incurred in connection with the business or management of the Company;

• all indemnification, contribution and similar obligations of the Company;

• indebtedness of, or guarantees made by, the Company (including any credit facility, letter of credit or similar credit support), including interest with respect thereto, or seeking to put in place any such indebtedness or guarantee, and principal and interest on, and fees and expenses arising out of, all permitted borrowings (including any credit facility, letter of credit or similar credit support) made by the Company and costs and expenses incurred in connection with seeking to put in place such borrowings (including, but not limited to, financing, commitment, origination and similar fees and expenses) and costs of reporting to the Company’s creditors;

• any hedging transactions (including currency hedging and other types of hedging), including in respect of the Company and/or its investments;

• any litigation, indemnification, judgments, settlements, director and officer liability or other insurance, including reasonable premiums for insurance protecting the Company, any of its affiliates and any of its employees and agents, and all other extraordinary expenses or liabilities of the Company (including fees, costs and expenses that are classified as extraordinary expenses under U.S. GAAP);

• all administrative costs and expenses of the Company, including the fees of, and reasonable out of pocket expenses incurred by, any administrator (including the Administrator) and/or any other agent appointed by the Company properly incurred by them, including any fees and expenses of custodians, transfer and distribution agents;

• reporting to the Company’s Shareholders, conducting Shareholder meetings and the solicitation of Shareholder consents, proxy expenses and expenses of communications to investors;

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• any governmental and regulatory filings and reporting requirements and other tax or regulatory requirements in respect of the Company (including costs related to regulatory compliance and government filings) and costs of responding to regulatory inquiries;

• all expenses of dissolving and winding up the Company;

• any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company;

• any supplements or amendments to or restatements of, and waivers, consents or approvals pursuant to, the constituent documents of the Company and any related entities, including the preparation, distribution and implementation thereof;

• distributions or dividends;

• all ongoing legal, regulatory, listing, share trustee and compliance costs, including the costs of any third-party consultants (including any costs associated with the implementation of and/or compliance with any change of law or regulation applicable to the Company) of the Company, including third-party consultants engaged by the Company or the Investment Manager in connection with the Company’s regulatory or compliance reporting or the Investment Manager’s regulatory or compliance reporting arising from the operation of the Company;

• agreements (including letter agreements) entered into with any investor or potential investor, and modifications and amendments to, and compliance with, such agreements;

• printing and mailing, communications, marketing and publicity;

• expenses relating to transfers of interests (although as determined by the Investment Manager in its sole discretion, the Company may require the transferor of (or the party withdrawing) Interests to pay the expenses relating to the transfer);

• the Company’s allocable share of all costs and expenses (including taxes) related to entities in which the Company holds an interest that are established to hold investments;

• travel, lodging, meals or entertainment expenses relating to any of the foregoing, provided that any applicable travel expenses incurred as organizational or operating expenses will not be charged to or borne by the Company at a cost exceeding the cost of available first-class commercial airfare;

• any additional amounts in order for the Company to comply with any transfer pricing requirements, to the extent required by applicable law, in each case to the extent any such additional amounts are calculated on an arm’s-length basis; and

• any VAT payable in respect of any of the foregoing expenses, fees or costs.

On behalf of the Company, the Investment Manager or the Administrator may advance payment of any such fees and expenses of the Company, and the Company will reimburse the Investment Manager or the Administrator therefor in accordance with the Investment Management Agreement or the Administration Agreement.

Expenses associated with the general overhead of the Investment Manager and the Administrator will not be covered by the Company. Each of the Investment Manager and the Administrator, as applicable, will be responsible for, without reimbursement by the Company, all of its own day-to-day operating expenses, such as compensation of its professional staff and the cost of office space, office supplies, communications, utilities and other such normal overhead expenses. The Investment Manager will also be responsible for all legal, filing and other fees and expenses incurred in connection with the Investment Manager’s registration and compliance with the Advisers Act and any related foreign laws, including: (i) all fees and expenses related to registration as an investment adviser under the Advisers Act and any related foreign laws, and the maintenance of such registration, and (ii) all fees and costs relating to the filing of the Form ADV of the Investment Manager (provided, that any compliance fees and costs that relate directly to the affairs of the Company (and not BlackRock-managed entities generally), including (but not limited to) costs of custodians and foreign registrations, will be expenses of the Company).

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For the avoidance of doubt, Operating Expenses will be borne by the Company and will not be considered administrative and overhead expenses of the Investment Manager or the Administrator.

Valuation of Portfolio Investments

The Company values its portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board of Directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of the Company, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. The Company generally obtains market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with the Company’s documented valuation policy that has been reviewed and approved by the Board of Directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by the Board of Directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

• The investment professionals of the Investment Manager provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by the Board of Directors.

• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Investment Manager.

• The fair value of smaller investments comprising in the aggregate less than 5% of the Company’s total capitalization may be determined by the Investment Manager in good faith in accordance with the Company’s valuation policy without the employment of an independent valuation firm.

• The Audit Committee of the Board of Directors discusses the valuations, and the Board of Directors approves the fair value of the investments in the Company’s portfolio in good faith based on the input of the Investment Manager, the respective independent valuation firms (to the extent applicable) and the Audit Committee of the Board of Directors.

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Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of the Company’s investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, the Company’s principal market (as the reporting entity) and enterprise values.

When valuing all of the Company’s investments, the Company strives to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

The Company’s investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

Determination of fair value involves subjective judgments and estimates.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to Capital Commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain of the Company’s debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

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Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Contractual Obligations

The Company has entered into several contracts under which the Company has future commitments. Pursuant to an Investment Management Agreement, the Investment Manager manages the Company’s day-to-day operations and provides investment advisory services to the Company. Payments under the Investment Management Agreement are equal to a percentage of the value of the Company’s total assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Investment Manager. Under the Administration Agreement, the Administrator provides the Company with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company, and may include rent and the Company’s allocable portion of the cost of certain of the Company’s officers and the Administrator’s staff. The Company will generally be responsible for all Operating Expenses of the Company. See “—Expenses.” The Company may terminate each of the Investment Management Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Investment Manager and the Administrator may terminate the Investment Management Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party.

Distributions

The Company’s quarterly dividends and distributions to Shareholders are recorded on the ex-dividend date. Distributions are declared considering the Company’s estimate of annual taxable income available for distribution to Shareholders and the amount of taxable income carried over from the prior year for distribution in the current year. The Company does not have a policy to pay distributions at a specific level and expects to continue to distribute substantially all of its taxable income. The Company cannot assure Shareholders that they will receive any distributions or distributions at a particular level.

The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, the Company must distribute annually to Shareholders at least 90% of the Company’s ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, the Company must distribute during each calendar year an amount at least equal to the sum of:

• 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for the calendar year;

• 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

• certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

The Company may, at its discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to Shareholders. The Company will accrue excise tax on estimated taxable income as required. In addition, although the Company currently intends to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, the Company may in the future decide to retain such capital gains for investment.

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The Company may not be able to achieve operating results that will allow the Company to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, the Company may be limited in its ability to make dividends and distributions due to the asset coverage test applicable to the Company as a BDC under the 1940 Act and due to provisions in the Company’s existing and future credit facilities. If the Company does not distribute a certain percentage of the Company’s income annually, the Company will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, the Company includes in income certain amounts that the Company has not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty meeting the requirement to distribute at least 90% of the Company’s investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

Related Parties

The Company has entered into a number of business relationships with affiliated or related parties, including the following:

• The Company has entered into an Investment Management Agreement with the Investment Manager.

• The Company has entered into an Administration Agreement with the Administrator. The Administrator is an affiliate of the Investment Manager.

• The Company has entered into a royalty-free license agreement with BlackRock and the Investment Manager, pursuant to which each of BlackRock and the Investment Manager has agreed to grant the Company a non-exclusive, royalty-free license to use the name “BlackRock.”

The Investment Manager and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Investment Manager and its affiliates may determine that an investment is appropriate for the Company and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among the Company and those accounts. In general, the Investment Manager will allocate investment opportunities pro rata among the Company and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to the Company. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, the Company may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or the Company may not have additional capital to invest at a time the other funds or accounts do. If the Investment Manager is unable to manage the Company’s investments effectively, the Company may be unable to achieve the Company’s investment objective. In addition, the Investment Manager may face conflicts in allocating investment opportunities between the Company and certain other entities that could impact the Company’s investment returns. While the Company’s ability to enter into transactions with its affiliates is restricted under the 1940 Act, the Company has received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Company may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by the Company or the availability or size of the position purchased or sold by the Company.

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Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to financial market risks, including changes in interest rates. The Company expects that a significant portion of the debt investments in the Company’s portfolio will bear interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. The Company expects that a significant percentage of floating rate debt investments in the Company’s portfolio will be subject to an interest rate floor. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because the Company funds a portion of its investments with borrowings, the Company’s net investment income is affected by the difference between the rate at which the Company invests and the rate at which the Company borrows. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Company’s net investment income. The Company assesses its portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Item 3. Properties.

The Company does not own any real estate or other physical properties materially important to its operation. The Company’s executive offices are located at 2951 28th Street Suite 1000, Santa Monica, CA 90405, and are provided by the Administrator in accordance with the terms of the Administration Agreement. The Company believes that its office facilities are suitable and adequate for its business as it is contemplated to be conducted.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

In conjunction with the Company’s formation, the Company issued and sold 100 Shares to BlackRock Financial Management, Inc., an affiliate of the Investment Manager, (the “Initial Shareholder”) for an aggregate purchase price of $1,000. The Company expects that the Initial Shareholder will be the sole Shareholder until the initial Drawdown Purchase and the issuance of Shares in connection therewith has been completed.

Item 5. Directors and Executive Officers.

Board of Directors

The Company’s business and affairs are managed under the direction of the Board of Directors. The Board of Directors consists of five members, three of whom are Independent Directors. The Board of Directors elects the Company’s officers, who serve at the discretion of the Board of Directors. The responsibilities of the Board of Directors include quarterly valuation of the Company’s assets, corporate governance activities, oversight of the Company’s financing arrangements and oversight of the Company’s investment activities.

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Information regarding the Board of Directors and executive officers is as follows:

Name, Business Address and Year of Birth	Position(s) Held with the Company	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Board Member	Other Directorships Held by Board Member During Past Five Years*
Eric J. Draut 2951 28th Street, Suite 100, Santa Monica, California 90405 Year of birth:  1957	Director and Audit Committee Chair	2020 to present	From 2011 to present, Mr. Draut has been a Director of BlackRock TCP Capital Corp. In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the chair of the Audit and Finance Committee and serves on the Investment Committee of the Board. In February 2015, Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018. From 2008 to 2010 and again from 2014 to 2017, Mr. Draut was Chairman of the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut was Executive Chairman and, in 2017, became chairman emeritus, of the Board of Lutheran Social Services of Illinois.	2 BDCs consisting of 2 Portfolios	None
M. Freddie Reiss 2951 28th Street, Suite 100, Santa Monica, California 90405 Year of birth: 1947	Director and Audit Committee Member	2020 to present	From 2016 to present, Mr. Reiss has been a Director of BlackRock TCP Capital Corp. Mr. Reiss currently serves as an independent director of both Woodbridge Wind-Down Entity LLC, and its parent, Woodbridge Liquidation Trust, on which he is also the Chair of the Audit Committee. From August 2018 until April 2019, he served as an independent director of the JH Group of Companies. From October 2018 until February 2019 Mr. Reiss was an independent director of National Stores et al. From May 2018 until August 2018, Mr. Reiss was Special Advisor to Board of Directors of Shipston Group of Companies. From March 2017 to August 2017, Mr. Reiss was an independent director of Classic Party Rentals. From March 2016 to November 2016, Mr. Reiss was a Director, Audit Committee Chair and member of the Nominating and Governance Committee of Ares Dynamic Credit Allocation Fund, Inc., a closed end management investment company. From February 2012 to November 2016, Mr. Reiss was Chairman of the Audit Committee and an independent board member for Contech Engineered Solutions, an engineering solutions provider. From September 2014 to November 2016, Mr. Reiss was Managing Member and Director of Variant Holdings LLC, a real estate operating company. Prior to 2013, Mr. Reiss was Senior Managing Director of FTI Consulting Inc.	2 BDCs consisting of 2 Portfolios	None

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Name, Business Address and Year of Birth Position(s) Held with the Company Term of Office and Length of Time Served Principal Occupation(s) During Past Five Years Number of Portfolios in Fund Complex Overseen by Board Member Other Directorships Held by Board Member During Past Five Years*

Karyn L. Williams 2951 28th Street, Suite 100, Santa Monica, California 90405 Year of birth:  1964	Director and Audit Committee Member	2020 to present	From August 2018 to present, Ms. Williams has been a Director of BlackRock TCP Capital Corp. Ms. Williams is the Founder of Hightree Advisors and Hightree Group, independent advisory businesses that respectively provide investment and risk management consulting to institutional investors. Since 2016, she was Head of Client Solutions at Two Sigma Advisors. Prior to Two Sigma from 2013 to 2016, Ms. Williams was Chief Investment Officer and Head of Insurance Investments at Farmers Group, Inc, an insurance company. From 2001 to 2013, Ms. Williams was a partner at Wilshire Associates, Inc. where she held roles as senior investment consultant, risk consultant, and Head of Total Fund Analytics. She is a graduate of Arizona State University where she earned a B.S. in Economics and a Ph.D. in Finance.	2 BDCs consisting of 2 Portfolios	None
Nik Singhal 40 East 52nd St, 21st Floor New York, New York 10022 Year of birth: 1974	Director and Chief Executive Officer	2020 to present	Mr. Singhal has been a Managing Director of the Investment Manager and Portfolio Manager of other funds managed by the Investment Manager and its affiliates. From 2010-2016, Mr. Singhal was a Managing Director in the Financial Markets Advisory Group within BlackRock Solutions®. From 2005-2008, Mr. Singhal was a senior investment professional at HBK Capital Management. Prior to that, Mr. Singhal was a Vice President in the Fixed Income Division of Lehman Brothers, which he joined in 1998. Mr. Singhal earned a BS degree in Computer Science & Engineering from IIT Delhi and an MBA degree from IIM Ahmedabad.	2 BDCs consisting of 2 Portfolios	None
Bradley B. Pritchard 400 Howard Street San Francisco, California 94105 Year of birth: 1967	Director, President and Chief Operating Officer	2020 to present	Mr. Pritchard has been a Managing Director of the Investment Manager and Portfolio Manager of other funds managed by the Investment Manager.  Mr. Pritchard was a Managing Director at TCP when it was acquired by BlackRock in 2018. He has been at BlackRock and its predecessor, TCP, since 2014. Previously, Mr. Pritchard was a Managing Director with Hercules Capital. Mr. Pritchard also has worked at Wells Fargo Securities, SG Cowen, Banc of America Securities, and GE Capital. Mr. Pritchard earned an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from the University of California, Berkeley.	1 BDC consisting of 1 Portfolio	None

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Name, Business Address and Year of Birth	Position(s) Held with the Company	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Board Member	Other Directorships Held by Board Member During Past Five Years*
Executive Officers Who Are Not Directors
Erik L. Cuellar 2951 28th Street, Suite 100, Santa Monica, California 90405 Year of birth: 1971	Chief Financial Officer	2020 to present	From 2011, Mr. Cuellar has served as Controller of other funds managed by the Investment Manager and its affiliates.	N/A	N/A
Charles C. S. Park 40 East 52nd Street, 19th Floor New York, New York 10022 Year of birth: 1967	Chief Compliance Officer	2020 to present	Mr. Park has been a Managing Director and Chief Compliance Officer of the Investment Manager and has served as Chief Compliance Officer of other U.S. funds managed by the Investment Manager and its affiliates.	N/A	N/A
Elizabeth Greenwood 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth:  1963	General Counsel and Secretary	2020 to present	From 2008 to 2018, Ms. Greenwood was Chief Compliance Officer and General Counsel of TCP and its managed funds; from 2018 to present, she has been a Managing Director of the Investment Manager and of other funds managed by the Investment Manager and its affiliates.	N/A	N/A

* Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.”

† Messrs. Singhal and Pritchard are “interested persons” (as defined in the 1940 Act) of the Company by virtue of their current positions with the Investment Manager.

The Board of Directors has adopted procedures for evaluating potential director candidates against the knowledge, experience, skills, expertise and diversity that it believes are necessary and desirable for such candidates. The Board of Directors believes that each director satisfied, at the time he or she was initially elected or appointed a director, and continues to satisfy, the standards contemplated by such procedures. In addition to such procedures, the Board of Directors has adopted requirements that (1) no director serve concurrently as a director of more than six public companies, for which directorships on companies in a family of funds will count as a single directorship and (2) directors be subject to a mandatory retirement age of 75, which mandatory retirement age may be waived by a majority vote of the Board of Directors. Furthermore, in determining that a particular director was and continues to be qualified to serve as a director, the Board of Directors has considered a variety of criteria, none of which, in isolation, was controlling. The Board of Directors believes that, collectively, the directors have balanced and diverse experience, skills, attributes and qualifications, which allow the Board of Directors to operate effectively in governing the Company and protecting the interests of Shareholders. Among the attributes common to all directors are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Investment Manager and other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as directors. Each director’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a member of the Board of Directors, other investment companies, public companies, or non-profit entities or other organizations; ongoing commitment and participation in Board of Directors and committee meetings, as well as his or her leadership of standing committees; or other relevant life experiences. Information about the specific experience, skills, attributes and qualifications of each director, which in each case led to the Board of Director’s conclusion that the director should serve as a director of the Company, is provided below.

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Interested Directors

Nik Singhal, CFA, Managing Director, is a member of BlackRock's global credit platform. Mr. Singhal is responsible for portfolio management and portfolio construction activities and is a member of the Investment Committee for various direct lending funds managed by BlackRock.

Prior to moving to the current role in 2016, Mr. Singhal was a Managing Director in the Financial Markets Advisory Group within BlackRock Solutions^®, where he provided portfolio management and advisory services to clients with a focus on corporate debt, shipping loans, consumer and esoteric ABS.

Prior to joining Blackrock in 2010, Mr. Singhal worked as a senior investment professional at HBK Capital Management in Dallas where he was responsible for originating and managing direct corporate loans and other opportunistic investments. He joined HBK in 2005. Prior to that, Mr. Singhal was a Vice President in the Fixed Income Division of Lehman Brothers in New York responsible for structuring and managing principal transactions, primarily focusing on esoteric ABS and distressed corporate debt. He joined Lehman Brothers in 1998.

Mr. Singhal earned a BS degree in Computer Science & Engineering from IIT Delhi in 1995 and an MBA degree from IIM Ahmedabad in 1998.

Bradley B. Pritchard, Managing Director, is a member of Blackrock's Global Credit Platform and a voting member on the investment committee for BlackRock U.S. Private Capital. Mr. Pritchard is primarily focused on providing debt financing solutions for venture and middle-market companies in the technology industry.

Mr. Pritchard was a Managing Director at TCP when it was acquired by BlackRock in 2018. He has been at BlackRock and its predecessor, TCP, since 2014. Prior to his current role, Mr. Pritchard was a Managing Director with Hercules Capital. Mr. Pritchard also has worked at Wells Fargo Securities, SG Cowen, Banc of America Securities, and GE Capital.

Mr. Pritchard earned an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from the University of California, Berkeley.

Independent Directors

Eric J. Draut is a Director and Chair of the Company’s Audit Committee. The Company’s Board of Directors benefits from Mr. Draut’s nearly 30-year career in accounting and finance. Mr. Draut completed a 20-year career at Kemper Corporation (formerly Unitrin, Inc.) in 2010, serving the last nine years as Executive Vice President, Chief Financial Officer and a member of its board of directors. Mr. Draut also held positions at Kemper Corporation as Group Executive, Treasurer and Corporate Controller. Prior to joining Kemper Corporation, Mr. Draut was Assistant Corporate Controller at Duchossois Industries, Inc. and at AM International, Inc. Mr. Draut began his career at Coopers and Lybrand (now PricewaterhouseCoopers LLP). Mr. Draut is a Certified Public Accountant, received an M.B.A. in finance and operations from J.L. Kellogg Graduate School of Management at Northwestern University and a B.S. in accountancy from the University of Illinois at Urbana-Champaign, graduating with High Honors. Until September 2013 Mr. Draut served as a Director and Chairman of the audit committee of Intermec. In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the chair of the Audit and Finance Committee and serves on the Investment Committee of the Board. In February 2015 Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018. Mr. Draut volunteers with Lutheran Social Services of Illinois where he currently serves as chairman emeritus of the Board of Directors and recently served as Executive Chairman of its Board of Directors. Mr. Draut is also a National Association of Corporate Directors Fellow. Mr. Draut’s knowledge of financial and accounting matters, and his independence from the Company and the Investment Manager, qualifies him to serve as the Chair of the Company’s Audit Committee.

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M. Freddie Reiss is a Director and member of the Company’s Audit Committee. Mr. Reiss retired from his role as Senior Managing Director in the Corporate Finance/Restructuring practice of FTI Consulting, Inc. in 2013. Mr. Reiss has over 30 years of experience in strategic planning, cash management, liquidation analysis, covenant negotiations, forensic accounting and valuation. He specializes in advising on bankruptcies, reorganizations, business restructuring and in providing expert witness testimony for underperforming companies. Prior to joining FTI Consulting, Mr. Reiss was a partner and west region leader at PricewaterhouseCoopers, LLP, where he co-founded the Business Restructuring Services practice. Mr. Reiss is a recognized expert in the field of financial restructuring. Mr. Reiss holds an M.B.A. from City College of New York’s Baruch College and a B.B.A. from City College of New York’s Bernard Baruch School of Business. He is a Certified Public Accountant in New York and California. Mr. Reiss currently serves as an independent director of both Woodbridge Wind-Down Entity LLC, and its parent, Woodbridge Liquidation Trust, on which he is also the Chair of the Audit Committee. From August 2018 until April 2019, he served as an independent director of the JH Group of Companies. From October 2018 until February 2019 Mr. Reiss was an independent director of National Stores et al. From May 2018 until August 2018, Mr. Reiss was Special Advisor to Board of Directors of Shipston Group of Companies. From March 2017 to August 2017, Mr. Reiss was an independent director of Classic Party Rentals. Mr. Reiss was formerly an independent director, audit committee chair and a member of the nominating and governance committee of Ares Dynamic Credit Allocation Fund, Inc. He is also on the Board of Trustees for the Baruch College Fund, and was chairman of the audit committee and independent board member for Contech Engineered Solutions and Managing Member and director of Variant Holdings LLC. Mr. Reiss was an independent director and member of the audit committee of BlackRock’s Special Value Opportunities Fund. He was also an independent director and chair of the audit committee for Liberty Medical Group and Brundage Bone Inc. Mr. Reiss’s knowledge of financial and accounting matters qualifies him to serve as a member of the Company’s Audit Committee.

Karyn L. Williams is a Director and member of the Audit Committee. Ms. Williams is the Founder of Hightree Advisors and Hightree Group, independent advisory businesses that respectively provide investment and risk management consulting to institutional investors. Since 2016, she was Head of Client Solutions at Two Sigma Advisors. Prior to Two Sigma, from 2013 to 2016, Ms. Williams was Chief Investment Officer and Head of Insurance Investments at Farmers Group, Inc, an insurance company. From 2001 to 2013, Ms. Williams was a partner at Wilshire Associates, Inc. where she held roles as senior investment consultant, risk consultant, and Head of Total Fund Analytics. She is a graduate of Arizona State University where she earned a B.S. in Economics and a Ph.D. in Finance.

Executive Officers who are Not Directors

Erik L. Cuellar, Chief Financial Officer of the Company and Director of BlackRock, is a member of Blackrock's global credit platform. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since 2011.

Prior to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group.

Mr. Cuellar earned a B.S. in Accounting from California State University Northridge and is a Certified Public Accountant in California.

Charles C. S. Park, Chief Compliance Officer of the Company and Managing Director, Legal and Compliance, of BlackRock. Mr. Park is the Chief Compliance Officer for BlackRock's US registered investment advisers, mutual funds, closed-end funds and iShares ETFs.

Prior to joining BlackRock in 2009, Mr. Park was Principal and Chief Compliance Officer - US Funds at Barclays Global Investors, where he oversaw compliance for all US domiciled registered funds, including the iShares ETFs. From 1995 to 2006, Mr. Park was at American Century Investments, where he spent eleven years as Corporate Counsel, Assistant General Counsel, Associate General Counsel and, finally, the firm's Chief Compliance Officer. Mr. Park began his career as an investment advisory and investment company attorney at Howard & Howard Attorneys.

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Mr. Park earned a BA degree in Economics and a JD from University of Michigan in 1989 and 1992, respectively.

Elizabeth Greenwood, General Counsel and Secretary of the Company and Managing Director of BlackRock, is a member of BlackRock's legal and compliance team.

Ms. Greenwood joined BlackRock in August 2018 following the acquisition of TCP, an alternative investment manager focused on direct lending and special situations credit strategies. From 2008 to 2018, she served as General Counsel and Chief Compliance Officer of TCP. Prior to joining TCP in 2007, she was General Counsel & Chief Compliance Officer at Strome Investment Management. Prior to Strome, she served as counsel to venture capital companies sponsored by Pacific Capital Group and Ridgestone Corp., including Global Crossing and World POG Federation. Ms. Greenwood began her career as an associate at Stroock & Stroock & Lavan.

Ms. Greenwood earned a bachelor of business administration from The University of Texas at Austin with highest honors and a Juris Doctor from Stanford Law School.

Corporate Governance

The Company’s directors have been divided into two groups — Interested Directors and Independent Directors. Interested Directors are “interested persons” as defined in the 1940 Act. Nik Singhal and Bradley B. Pritchard are Interested Directors by virtue of their employment with the Investment Manager. In part because the Company is an externally-managed investment company, the Board of Directors believes having a chairperson that is an Interested Director and that is familiar with the Company’s portfolio companies, its day-to-day management and the operations of the Investment Manager greatly enhances, among other things, its understanding of the Company’s investment portfolio, business, finances and risk management efforts. In addition, the Board of Directors believes that Mr. Singhal’s employment with the Investment Manager allows for the efficient mobilization of the Investment Manager resources at the Board of Director’s behest and on its behalf. The Board of Directors does not have a lead Independent Director. The Board of Directors believes its relatively small size and the composition and leadership of its committees allow each director to enjoy full, accurate and efficient communication with the Company, the Investment Manager and management, and facilitates the timely transmission of information among such parties.

Director Independence

On an annual basis, each member of the Board of Directors is required to complete an independence questionnaire designed to provide information to assist the Board of Directors in determining whether the director is independent. The Board of Directors has determined that each of the directors, other than the Interested Directors, is independent under the 1940 Act.

Means by Which the Board of Directors Supervises Executive Officers

The Board of Directors is regularly informed on developments and issues related to the business of the Company, and monitors the activities and responsibilities of the executive officers in various ways. At each regular meeting of the Board of Directors, the executive officers report to the Board of Directors on developments and important issues. Each of the executive officers, as applicable, also provides regular updates to the members of the Board of Directors regarding the Company’s business between the dates of regular meetings of the Board of Directors. Executive officers and other members of the Investment Manager, at the invitation of the Board of Directors, regularly attend portions of meetings of the Board of Directors and its committees to report on the financial results of the Company, its operations, performance and outlook, and on areas of the business within their responsibility, including risk management and management information systems, as well as other business matters.

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The Board of Directors’ Role in Risk Oversight

Day-to-day risk management with respect to the Company is the responsibility of the Investment Manager or other service providers (depending on the nature of the risk) subject to the supervision of the Investment Manager. The Company is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Investment Manager and the other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Company. Risk oversight is part of the Board of Directors’ general oversight of the Company and is addressed as part of various Board of Directors and committee activities. The Board of Directors, directly or through a committee, also reviews reports from, among others, management, the independent registered public accounting firm for the Company and internal accounting personnel for the Investment Manager, as appropriate, regarding risks faced by the Company and management’s or the service provider’s risk functions. The committee system facilitates the timely and efficient consideration of matters by the directors, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Company’s activities and associated risks. The Company’s Chief Compliance Officer oversees the implementation and testing of the Company’s compliance program and reports to the Board of Directors regarding compliance matters for the Company and its service providers. The Independent Directors have engaged independent legal counsel to assist them in performing their oversight responsibilities.

Audit Committee

The Audit Committee operates pursuant to a charter approved by the Board of Directors. The Audit Committee currently holds regular meetings on a quarterly basis and special meetings as needed. The charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board of Directors in fulfilling its responsibilities for overseeing all material aspects of the Company’s accounting and financial reporting processes, monitoring the independence and performance of the Company’s independent registered public accounting firm, providing a means for open communication among the Company’s independent accountants, financial and senior management and the Board of Directors, and overseeing the Company’s compliance with legal and regulatory requirements. The Audit Committee is presently composed of Eric J. Draut, M. Freddie Reiss and Karyn L. Williams, each of whom is considered independent for purposes of the 1940 Act.

Nominations

With respect to nominations to the Board of Directors, the Board of Directors seeks to identify individuals to serve on the Board of Directors who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board of Directors will be better suited to fulfill its responsibility of overseeing the Company’s activities. In so doing, the Board of Directors reviews the size of the Board of Directors and the knowledge, experience, skills, expertise and diversity of the directors in light of the issues facing the Company in determining whether one or more new directors should be added to the Board of Directors.

The Board of Directors may consider recommendations for nomination of directors from Shareholders. Nominations made by Shareholders must be delivered to or mailed (setting forth the information required by the Company’s by-laws) and received at the Company’s principal executive offices not earlier than 150 days nor fewer than 120 days in advance of the anniversary date of the previous year’s annual meeting of Shareholders; provided, however, that if the date of the annual meeting has changed by more than 25 days from the prior year, the nominations must be received not earlier than the 150th day prior to the date of such annual meeting nor later than  the 10th day following the day on which notice of such meeting date is mailed or public announcement of such meeting date is made.

Investment Committee

BlackRock’s transaction evaluation is organized around a centralized investment committee that provides for a consistent, repeatable decision-making process. BlackRock’s Investment Committee for the Company’s portfolio includes all investment professionals of the Investment Manager and key senior-level constituents from other functional groups including BlackRock’s RQA group. The “Voting Members” of the Investment Committee will be drawn from a pool of the Investment Manager’s senior professionals. There will initially be five permanent Voting Members and up to six rotating Voting Members (rotating Voting Members will vote during certain established time intervals). Mr. Pritchard and Mr. Singhal will serve as two of the rotating Voting Members of the Investment Committee.

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Permanent Voting Members

The persons with the most significant responsibility for the day-to-day management of the Company’s portfolio are the permanent Voting Members of the Investment Committee. The permanent Voting Members of the Investment Committee are:

Howard M. Levkowitz. Mr. Levkowitz is a founding partner of TCP, the predecessor to the Investment Manager. Prior to founding TCP, the predecessor to the Investment Manager, Mr. Levkowitz was an attorney specializing in real estate and insolvencies with Dewey Ballantine LLP. Mr. Levkowitz serves as President of certain of the Investment Manager’s other funds that employ a broad set of credit-oriented strategies. He has served as a director of both public and private companies. He has also served on a number of formal and informal creditor committees. He received a B.A. in History (Magna Cum Laude) from the University of Pennsylvania, a B.S. in Economics (Magna Cum Laude, concentration in Finance) from The Wharton School, and a J.D. from the University of Southern California.

Philip M. Tseng. Prior to joining TCP, the predecessor to the Investment Manager, Mr. Tseng was a member of the Credit Suisse First Boston technology investment banking group focusing on technology and business services. While at CSFB, he advised on and executed M&A, public and private equity and structured debt transactions for a broad range of small and large cap companies. He also spent time covering technology services companies as an equity research analyst. Prior to that, he spent time in investment banking at Deutsche Banc Alex Brown, where he managed equity and debt offerings for telecommunications companies, both emerging and incumbent carriers. Mr. Tseng currently serves as a Director on the boards of First Advantage, Shopzilla Inc., Anacomp, Inc., and also as a Director on the board of the United States Tennis Association (USTA) Southern California section. He received an A.B. in Economics Harvard College and an M.B.A from the Harvard Business School.

Rajneesh Vig. Prior to joining TCP, the predecessor to the Investment Manager, Mr. Vig worked for Deutsche Bank in New York as a member of the bank’s Principal Finance Group. Prior to that, Mr. Vig was a Director in the Technology Investment Banking group in San Francisco where he advised a broad range of growth and large cap technology companies on merger, acquisition and public/private financing transactions. Prior to his time at Deutsche Bank, Mr. Vig was a Manager in Price Waterhouse’s Shareholder Value Consulting group, and he began his career in Arthur Andersen’s Financial Markets/Capital Markets group. He currently serves on the board of Dialogic and is a board observer for GSI Group. Mr. Vig is also on the Los Angeles Advisory Board of the Posse Foundation, a non-profit organization that identifies, recruits and trains student leaders from public high schools for enrollment at top-tier universities. He received a B.A. with highest honors in Economics and Political Science from Connecticut College and an M.B.A. in Finance from New York University.

Jason Mehring. Prior to joining the Investment Manager, Mr. Mehring previously spent more than ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., where he held positions of increasing responsibility, becoming a Principal of the firm. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies. Prior to joining BACI, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring received a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire, where he also graduated with University Honors, and an M.B.A. from the Kellogg School of Management at Northwestern University.

Christian Donohue. Prior to joining TCP, the predecessor to the Investment Manager, Mr. Donohue held various roles within GE Capital's Media and Telecom group. Mr. Donohue currently serves on the Board of Directors of Real Mex Restaurants, EuroSeas, EuroDry and Blue Wall Shipping. Mr. Donohue earned a B.A. from Georgetown University and an M.B.A from Yale.

The voting members of the Investment Committee for each Other Client Account are primarily responsible for the day-to-day management of such Other Client Account. Howard M. Levkowitz, Philip M. Tseng, Rajneesh Vig, Jason Mehring and Christian Donohue are voting members of the Investment Committee for a majority of the Other Client Accounts. The advisory compensation of each of these accounts is based in part on the performance of the account during periods where such account meets minimum performance requirements.

Material conflicts of interest may arise in connection with the Voting Members’ management of the Company’s investments, on the one hand, and the investments of the Other Client Accounts, on the other.

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Each permanent Voting Member receives a fixed salary from the Investment Manager. Additionally, each Voting Member may receive a performance-based discretionary bonus, the opportunity to participate in various benefits programs and the opportunity to participate in one or more of the incentive compensation programs established by BlackRock.

The discussion below describes the permanent Voting Members’ compensation as of December 31, 2019.

BlackRock’s financial arrangements with the permanent Voting Members, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base compensation. Generally, the permanent Voting Members receive base compensation based on their position with the firm.

Discretionary Incentive Compensation. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the permanent Voting Member’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that permanent Voting Member relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the funds or other accounts managed by the permanent Voting Members are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each permanent Voting Member’s compensation based on the performance of the funds and other accounts managed by each permanent Voting Member relative to the various benchmarks.

Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to permanent Voting Members in a combination of cash deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Permanent Voting Members receive their annual discretionary incentive compensation in the form of cash. Permanent Voting Members whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a permanent Voting Member for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The permanent Voting Members of the Company are eligible to receive deferred BlackRock, Inc. stock awards.

For certain permanent Voting Members, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of permanent Voting Member discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only permanent Voting Members who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

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Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, permanent Voting Members may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans. BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service (“IRS”) limit ($280,000 for 2019). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible permanent Voting Members are eligible to participate in these plans.

No permanent Voting Member owns equity securities in the Company.

Other Accounts Managed

The information below lists the number of other accounts for which each permanent Voting Member was primarily responsible for the day-to-day management as of September 30, 2020.

Name of Investing Committee permanent Voting Member	Type of Accounts	Total No. of Other Accounts Managed	Total Other Assets (in millions)	No. of Other Accounts where Advisory Fee is Based on Performance	Total Assets in Other Accounts where Advisory Fee is Based on Performance (in millions)
Howard M. Levkowitz	Other Pooled Investment Vehicles:	37	13,504	34	11,471
	Other Accounts:	6	700	6	700
Philip M. Tseng	Other Pooled Investment Vehicles:	37	13,504	34	11,471
	Other Accounts:	6	700	6	700
Rajneesh Vig	Other Pooled Investment Vehicles:	37	13,504	34	11,471
	Other Accounts:	6	700	6	700
Jason Mehring	Other Pooled Investment Vehicles:	37	13,504	34	11,471
	Other Accounts:	6	700	6	700
Christian Donohue	Other Pooled Investment Vehicles:	37	13,504	34	11,471
	Other Accounts:	6	700	6	700

Item 6. Executive Compensation.

Compensation of Directors

The Company is authorized to pay each Independent Director the following amounts for serving as a director: (i) $30,000 a year; (ii) $1,000 for each regular meeting of the Board of Directors attended by such director; (ii) $1,000 for each in person meeting of a committee of the Board of Directors physically attended by such director; (iii) $500 for each special telephonic meeting of the Board of Directors attended via telephone by such director; (iv) $500 for each telephonic meeting of a committee thereof attended via telephone by such director. The Chair of the Audit Committee receives $10,000 per year. Each director is also entitled to reimbursement for all out-of-pocket expenses of such person in attending each meeting of the Board of Directors and any committee thereof.

Compensation of Executive Officers

None of the officers receive compensation from the Company. The compensation of the officers is paid by the Investment Manager or its affiliates. A portion of such compensation may be reimbursed by the Company for the cost to the Administrator of administrative services rendered by him or her on behalf of the Company.

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 Item 7. Certain Relationships and Related Transactions, and Director Independence.

Investment Management Agreement

The Company has entered into an Investment Management Agreement with the Investment Manager. See “Item 1. Business—Investment Management Agreement.”

Administration Agreement

The Company has entered into an administration agreement with the Administrator. See “Item 1. Business—The Administrator.”

Director Independence

Please see “Item 5. Directors and Executive Officers” for disclosure regarding director independence.

Item 8. Legal Proceedings.

The Company and the Investment Manager are not currently subject to any material pending or threatened legal proceedings against them. From time to time, the Company may be a party to certain legal proceedings incidental to the normal course of the Company’s business including the enforcement of the Company’s rights under contracts with the Company’s portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Shareholder Matters.

Market Information

Shares will be offered and sold in transactions exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D. There is no public market for the Shares.

Because Shares will be acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Shareholders may not Transfer any Shares unless (i) the Investment Manager gives consent, and (ii) the Transfer is made in accordance with applicable securities laws and the Governing Documents of the Company. The Investment Manager will not unreasonably withhold its consent to the Transfer of all or a portion of a Shareholder’s Shares to an affiliate of such Shareholder on at least 30 days’ prior written notice; provided that the conditions in the Governing Documents of the Company are otherwise satisfied.

Holders

Please see “Item 4. Security Ownership of Certain Beneficial Owners and Management” for disclosure regarding the holders of common stock.

Distributions

The Company’s quarterly dividends and distributions to Shareholders are recorded on the ex-dividend date and are determined by the Board of Directors. Distributions are declared considering the Company’s estimate of annual taxable income available for distribution to Shareholders and the amount of taxable income carried over from the prior year for distribution in the current year. The Company does not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of its taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of distributions the Company pays in the future. The Company cannot assure Shareholders that they will receive any distributions or distributions at a particular level.

Tax characteristics of all dividends are reported to Shareholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, the Company must distribute annually to Shareholders at least 90% of its ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, the Company must distribute during each calendar year an amount at least equal to the sum of:

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• 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for the calendar year;

• 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

• certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

The Company may, at its discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to Shareholders. The Company will accrue excise tax on estimated taxable income as required. In addition, although the Company currently intends to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, the Company may in the future decide to retain such capital gains for investment.

The Company may not be able to achieve operating results that will allow the Company to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, the Company may be limited in its ability to make dividends and distributions due to the asset coverage test applicable to the Company as a BDC under the 1940 Act and due to provisions in the Company’s existing and future credit facilities. If the Company does not distribute a certain percentage of its income annually, the Company will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, the Company includes in income certain amounts that it has not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty meeting the requirement to distribute at least 90% of the Company’s investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In connection with any potential distribution or dividend in kind (other than in the form of marketable securities) by the Company to a Shareholder, the Company will, if requested by such Shareholder, use its best efforts to make alternative arrangements for the sale or transfer of any such distribution into an escrow account or liquidating trust on mutually agreeable terms, including, for example only, the sale or transfer into an escrow account or liquidating trust controlled by a third party. Any expenses incurred by the Company or Investment Manager in connection with the foregoing will be borne by the requesting Shareholder.

Item 10. Recent Sales of Unregistered Securities.

In conjunction with the Company’s formation, the Company issued and sold 100 Shares to the Initial Shareholder, for an aggregate purchase price of $1,000. These Shares were issued and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act.

Item 11. Description of Registrant’s Securities to be Registered.

The following description is based on relevant portions of the Delaware General Corporation Law, the Company’s Governing Documents and the 1940 Act. This summary is not complete, and the Company refers you to the Delaware General Corporation Law, the Company’s charter and by-laws and the 1940 Act for a more detailed description of the provisions summarized below.

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General

Under the terms of the Company’s Certificate of Incorporation, the Company’s authorized stock consists of 300,000,000 shares of common stock, par value $0.001 per share. There are currently no outstanding options or warrants to purchase the Company’s stock. No stock has been authorized for issuance under any equity compensation plans. Under Delaware law, Shareholders generally are not personally liable for the Company’s debts or obligations.

The following are the Company’s outstanding classes of securities as of November 30, 2020:

(1) Title of Class	(2) Amount Authorized	(3) Amount Held by the Company or for the Company’s Account	(4) Amount Outstanding Exclusive of Amounts Shown under (3)
Common Stock	300,000,000	0	100

Common Stock

Under the terms of the Company’s Certificate of Incorporation, holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of Shareholders and do not have cumulative voting rights. Holders of a plurality of the votes of the shares present in person or represented by proxy at the meeting to elect directors and entitled to vote on the election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive proportionately any dividends declared by the Board of Directors, subject to any preferential dividend rights of outstanding preferred stock. Upon the Company’s liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably the Company’s net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The Company’s common stock is junior to the Company’s indebtedness and other liabilities.

Transfers of Shares

Shareholders may not Transfer any Shares of the Company unless (i) the Investment Manager gives consent, and (ii) the Transfer is made in accordance with applicable securities laws and the Company’s Governing Documents. The Investment Manager will not unreasonably withhold its consent to the Transfer of all or a portion of a Shareholder’s Shares to an affiliate of such Shareholder on at least 30 days’ prior written notice; provided that the conditions in the Governing Documents of the Company are otherwise satisfied; provided, further, that with respect to any requirement of the Shareholder to deliver an opinion of counsel, in-house counsel of the Shareholder or outside legal counsel selected by the Shareholder if admitted to practice under the laws of the relevant jurisdiction covered by the opinion (or otherwise qualified to provide the opinion) and having sufficient experience with the relevant subject matter will be acceptable.

Notes

On or about the Initial Closing Date, the Company expects to issue to each of approximately 110 separate investors a Note with a principal amount of $1,000. The purchase price for each Note will be $1,000 per Note. The Company will pay interest on the unpaid principal amount of the Notes at a rate of 12.00% per annum per Note payable semi-annually in arrears. The Notes will have a 30-year term. Some or all of the Notes may be prepaid by the Company at any time, in whole or in part, provided that (i) the Company will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the prepayment occurs prior to the December 31, 2022, the Company will pay on the date of such prepayment a one-time premium equal to $100 per Note. The Company expects to issue the Notes in private placement transactions pursuant to certain exemptions of the Securities Act and the laws of the states and jurisdictions where any offering is made.

Delaware Law and Certain Charter and By-Law Provisions; Anti-Takeover Measures

The Company’s Certificate of Incorporation and by-laws provide that:

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• the Board of Directors be organized in a single class with all directors standing for election each year;

• directors may be removed by the affirmative vote of the holders of 80% of the then outstanding shares of the Company’s capital stock entitled to vote; and

• subject to the rights of any holders of preferred stock, any vacancy on the Board of Directors, however the vacancy occurs, including a vacancy due to an enlargement of the board, may only be filled by vote of a majority of the directors then in office.

The Company’s Certificate of Incorporation also provides that special meetings of the Shareholders may only be called by the Board of Directors, Chairman, Chief Executive Officer or President.

Delaware’s corporation law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or by-laws, unless a corporation’s certificate of incorporation or by-laws requires a greater percentage. The Company’s Certificate of Incorporation permits the Board of Directors to amend or repeal the by-laws or adopt new by-laws at any time. Shareholders may amend or repeal the by-laws or adopt new by-laws with the affirmative vote of 80% of the then outstanding shares.

Anti-Takeover Provisions

The Company’s Certificate of Incorporation includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company or to change the composition of the Board of Directors. A director may be removed from office by a vote of the holders of at least 80% of the shares then entitled to vote for the election of the respective director.

To convert the Company to a closed-end or open-end investment company, to merge or consolidate the Company with any entity or sell all or substantially all of the Company’s assets to any entity in a transaction as a result of which the governing documents of the surviving entity do not contain substantially the same anti-takeover provisions as are provided in the Company’s Certificate of Incorporation or to liquidate and dissolve the Company other than in connection with a qualifying merger, consolidation or sale of assets or to amend certain of the provisions relating to these matters, the Company’s Certificate of Incorporation requires either (i) the favorable vote of a majority of the Company’s continuing directors followed by the favorable vote of the holders of a majority of the Company’s then outstanding shares of each affected class or series of the Company’s shares, voting separately as a class or series or (ii) the favorable vote of at least 80% of the then outstanding shares of the Company’s capital stock, voting together as a single class. As part of any such conversion to an open-end investment company, substantially all of the Company’s investment policies and strategies and portfolio would have to be modified to assure the degree of portfolio liquidity required for open-end investment companies. In the event of the Company’s conversion to an open-end investment company, the common stock would cease to be listed on any national securities exchange or market system. Shareholders of an open-end investment company may require the company to redeem their shares at any time, except in certain circumstances as authorized by or under the 1940 Act, at their net asset value, less such redemption charge, if any, as might be in effect at the time of a redemption. You should assume that it is not likely that the Board of Directors would vote to convert the Company to an open-end fund.

The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of a majority of the outstanding shares and 67% of a quorum of a majority of the outstanding shares. For the purposes of calculating “a majority of the outstanding voting securities” under the Company’s Certificate of Incorporation, each class and series of the Company’s shares will vote together as a single class, except to the extent required by the 1940 Act or the Company’s Certificate of Incorporation, with respect to any class or series of shares. If a separate class vote is required, the applicable proportion of shares of the class or series, voting as a separate class or series, also will be required.

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Item 12. Indemnification of Directors and Officers.

Under the Company’s Certificate of Incorporation, the Company fully indemnifies any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of the Company’s directors or officers; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the Board of Directors. So long as the Company is regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Delaware law also provides that indemnification permitted under the law shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s by-laws, any agreement, a vote of Shareholders or otherwise.

The Company has obtained liability insurance for the Company’s officers and directors.

Item 13. Financial Statements and Supplementary Data.

Set forth below is an index to the Company’s financial statements included in this Registration Statement.

 

	Page
Index to Financial Statement	F-1
Report of Independent Registered Public Accounting Firm	F-2
Statement of Assets and Liabilities as of November 30, 2020	F-3
Notes to Statement of Financial Condition	F-4

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The financial statements included in this Registration Statement are listed in Item 13 and commence on page F-1.

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation
3.2	By-Laws
4.1	Form of Subscription Agreement
10.1	Form of Investment Management Agreement
10.2	Form of Administration Agreement
10.3	Form of Custody Agreement
10.4	Form of Loan Services Addendum to Custody Agreement
10.5	Form of Promissory Note
10.6	Form of Organizational Cost Agreement
10.7	Form of License Agreement
14.1	Code of Ethics of the Registrant and the Manager

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLACKROCK DIRECT LENDING CORP.
	By:	/s/ Nik Singhal
		Name: Nik Singhal
		Title: Chief Executive Officer
Date: December 10, 2020

FINANCIAL STATEMENTS

BlackRock Direct Lending Corp.

(A Delaware Corporation)

November 30, 2020 (Inception)

BlackRock Direct Lending Corp.

(A Delaware Corporation)

Financial Statements

November 30, 2020 (Inception)

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-2
Statement of Assets and Liabilities as of November 30, 2020 (Inception)	F-3
Notes to Statement of Assets and Liabilities	F-4

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder and the Board of Directors of BlackRock Direct Lending Corp.

Opinion on the Financial Statement

We have audited the accompanying statement of assets and liabilities of BlackRock Direct Lending Corp. (the “Company”) as of November 30, 2020 (inception), and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of November 30, 2020 (inception), in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Los Angeles, California

December 10, 2020

F-2

BlackRock Direct Lending Corp.

(A Delaware Corporation)

 Statement of Assets and Liabilities

November 30, 2020 (Inception)

Assets
Cash and cash equivalents	$	1,000
Total assets		1,000
Liabilities
Total liabilities		-
Net assets applicable to shareholders	$	1,000
Composition of net assets applicable to shareholders
Common stock, $0.001 par value; 100 shares issued and outstanding	$	-
Paid-in capital in excess of par		1,000
Net assets applicable to common shareholders	$	1,000
Net assets per share	$	10.00

See accompanying notes to the financial statement.

F-3

BlackRock Direct Lending Corp.

(A Delaware Corporation)

 Notes to Statement of Assets and Liabilities

November 30, 2020 (Inception)

1. Organization and Basis of Presentation

Organization:

BlackRock Direct Lending Corp. (the “Company”), was formed as a Delaware corporation on October 12, 2020. The Company expects to conduct a private offering of its shares of common stock (the “Common Shares”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).  BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company, will serve as the investment manager (the “Investment Manager”) of the assets of the Company.  On November 30, 2020 (“Inception Date”), the Company sold and issued 100 Common Shares at an aggregate purchase price of $1,000 to BlackRock Financial Management, Inc. (“BFM”), an affiliate of the Investment Manager.  As of November 30, 2020, no operations have occurred other than the sale of the Common Shares to BFM.

The Company intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also intends to elect to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”).  As a RIC, the Company will be required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company will be required to comply with certain regulatory requirements.

2. Significant Accounting Policies

Basis of Presentation

The Company’s statement of assets and liabilities was prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”).

Use of Estimates

The preparation of the statement of assets and liabilities in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of statement of assets and liabilities.  Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

F-4

BlackRock Direct Lending Corp.

(A Delaware Corporation)

 Notes to Statement of Assets and Liabilities

November 30, 2020 (Inception)

Organization and Offering Costs

Costs incurred to organize the Company are expensed as incurred. Offering costs will be accumulated and charged directly to Net Assets at the end of the period during which Common Shares will be offered (the “Closing Period”). The Company will not bear more than $1,000,000 for organization and offering expenses in connection with the offering of the Common Shares through the Closing Period. If the initial offering is not successful, the Company’s Investment Manager or its affiliates will incur such costs. As there has been no formal commitment of external capital as of the date of issuance of these financial statements, no such costs have been recorded by the Company.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. At November 30, 2020, included in cash and cash equivalents is $1,000 held in the JP Morgan U.S. Treasury Plus Money Market Fund.

3. Net Assets Applicable to Shareholders

As of November 30, 2020, the Company sold and issued 100 Common Shares at an aggregate purchase price of $1,000 to BFM.

4. Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the financial statement. There have been no subsequent events that require recognition or disclosure in this financial statement.

F-5

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

BLACKROCK DIRECT LENDING CORP.

ARTICLE I

Section 1.1          The name of the Corporation is BlackRock Direct Lending Corp. (hereinafter, the “Corporation”).

ARTICLE II

Section 2.1          The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801.  The name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III

Section 3.1          The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

ARTICLE IV

Section 4.1          The total number of shares of stock which the Corporation shall have authority to issue is three hundred million (300,000,000) shares of common stock (the “Common Shares”), each having a par value of one one-thousandth of a dollar ($0.001).

Section 4.2          Common Shares

(a)          Voting Rights.  Except as otherwise required by law or this Certificate of Incorporation, holders of record of Common Shares shall have one vote in respect of each share of stock held by such holder of record on the books of the Corporation for the election of directors and on all other matters submitted to a vote of stockholders of the Corporation.

(b)          Dividends.  Holders of Common Shares shall be entitled to receive proportionately, when, as and if declared by the Board of Directors, out of the  assets of the Corporation legally available therefor, dividends payable either in cash, in property or in shares of capital stock.

(c)          Liquidation, Dissolution, or Winding Up.  In the event of a dissolution, liquidation or winding up of the affairs of the Corporation (“Liquidation”), holders of Common Shares shall be entitled, unless otherwise provided by law or this Certificate of Incorporation, to receive, after payment of all of the liabilities of the Corporation, or after money sufficient therefore shall have been set aside, all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of Common Shares held by them respectively.

Section 4.3          [Reserved.]

ARTICLE V

Section 5.1          Changes.  The Board of Directors, by amendment to the Corporation’s Bylaws, is expressly authorized to change the number of directors without the consent of the stockholders to any number between two or nine and to allocate such number of directors among the classes as evenly as practicable.

Section 5.2          Elections.  Elections of directors need not be by written ballot unless otherwise provided in the Corporation’s Bylaws.

Section 5.3          Removal of Directors.  Any director may be removed from office at any time, with or without cause, by the action of the holders of at least eighty percent (80%) of the then outstanding shares of the Corporation’s capital stock entitled to vote for the election of the respective director.

Section 5.4          Vote Required to Amend or Repeal.  The affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of the Corporation’s capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend in any respect or repeal this ARTICLE V; provided, however, that if at least sixty-six and two-thirds percent (66 2/3%) of the continuing directors (as defined in Section 9.1) have approved such amendment or repeal, the affirmative vote required for such amendment or repeal shall be a majority of such shares.

Section 5.5          Vacancies.  Unless the Board of Directors otherwise determines, all vacancies on the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors shall be filled exclusively by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders.

ARTICLE VI

Section 6.1          The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 6.2          No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  Any repeal or modification of this Section 6.2 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with re-spect to acts or omissions occurring prior to such repeal or modification.

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Section 6.3          In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation.

ARTICLE VII

Section 7.1          Special Meetings of Stockholders.  Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute or this Certificate of Incorporation, only by the chairman, vice-chairman, chief executive officer or president or by a resolution duly adopted by a majority of the members of the Board of Directors.  The ability of stockholders to call a special meeting of stockholders is hereby specifically denied.

Section 7.2          [Reserved.]

Section 7.3          Vote Required to Amend or Repeal.  The affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of the Corporation’s capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend in any respect or repeal this ARTICLE VII.

ARTICLE VIII

Section 8.1          Amend or Repeal By-Laws.  Except as otherwise set forth in the By-Laws of the Corporation, the Board of Directors is expressly empowered to adopt, amend or repeal the By-laws; provided, however, that any adoption, amendment or repeal of the By-laws by the Board of Directors shall require the approval of at least sixty-six and two-thirds percent (66 2/3%) of the continuing directors (as defined in Section 9.1).  The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation.

Section 8.2          Vote Required to Amend or Repeal.  The affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of the Corporation’s capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend in any respect or repeal this ARTICLE VIII.

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ARTICLE IX

Section 9.1          The conversion of the Corporation from a business development company to a closed-end investment company or from a business development company or a closed-end investment company to an open-end investment company, or a closed-end investment company subject to Rule 23c-3 of the Investment Company Act of 1940, as amended (the “1940 Act”), the liquidation and dissolution of the Corporation, the merger or consolidation of the Corporation with any entity in a transaction as a result of which the governing documents of the surviving entity do not contain substantially the same provisions as described in Sections 5.1, 5.4, 5.5, 7.1, 8.1, 8.2, 9.1 and 11.1 of this Certificate of Incorporation or the amendment of any of the provisions discussed herein shall require the approval of (i) the holders of at least eighty percent (80%) of the then outstanding Shares of the Corporation’s capital stock, voting together as a single class, or (ii) at least (A) a majority of the “continuing directors” and (B) the holders of a majority of the then outstanding Shares of each affected class or series of the Corporation’s capital stock, voting separately as a class or series. For purposes of this Certificate of Incorporation, a “continuing director” is a director who (x) (A) has been a director of the corporation for at least twelve months and (B) is not a person or an affiliate of a person who enters into, or proposes to enter into, a business combination with the Corporation or (y) (A) is a successor to a continuing director, (B) who was appointed to the Board of Directors by at least a majority of the continuing directors and (C) is not a person or an affiliate of a person who enters into, or proposes to enter into, a business combination with the Corporation.

ARTICLE X

Section 10.1          Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide.  The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

ARTICLE XI

Section 11.1         Certain Transactions.

(a)          Notwithstanding any other provision of this Certificate of Incorporation, the Company shall not conduct an initial public offering of its Common Shares without the affirmative vote or consent of a majority of the Directors then in office followed by the affirmative vote of the holders of not less than a “majority of the outstanding voting securities” of the Company, as defined in the 1940 Act.  Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or any agreement between the Corporation and any national securities exchange.

ARTICLE XII

Section 12.1         The Board of Directors shall cause the termination of the Corporation on the Term Date.

The “Term Date” shall be the close of business on the last day of the fiscal quarter during which the seventh anniversary of the Final Closing Date occurs; provided that the Term Date may be extended by up to two (2) one-year extensions if requested by the Corporation’s investment adviser and approved by the Board and the holders of a majority of the then outstanding Common Shares.

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The “Final Closing Date” shall be the last date the Corporation accepts capital commitments to purchase Common Shares, which date shall be not more than eighteen (18) months after the first date on which the Corporation accepts capital commitments to purchase Common Shares from investors not affiliated with the Corporation’s investment adviser (“Initial Closing Date”); provided that the Corporation may extend the Final Closing Date for an additional six (6) months if requested by the Corporation’s investment adviser and approved by the Board and the holders of a majority of the then outstanding Common Shares.

Section 12.2         The Corporation may be dissolved prior to the Term Date (or such subsequent dates to which the Term Date has previously been extended):

(a)          upon the termination of the Corporation’s investment adviser for any reason; provided that the dissolution of the Corporation is approved by the affirmative vote of a majority of the shares of stock represented in person or by proxy at any meeting at which a quorum is present and entitled to vote on the subject matter;

(b)          when it becomes illegal or, in the opinion of the Board of Directors, impracticable or inadvisable to continue operating the Corporation, and the Board of Directors adopts resolutions approving the dissolution of the Corporation;

(c)          upon the determination that the Corporation cannot by reason of its liabilities continue its business and that it must be dissolved by the affirmative vote of a majority of the shares of stock represented in person or by proxy at any meeting at which a quorum is present and entitled to vote on the subject matter

(d)          upon the approval of the dissolution by the affirmative vote seventy-five percent (75%) of the shares of stock represented in person or by proxy at any meeting at which a quorum is present and entitled to vote on the subject matter.

ARTICLE XIII

Section 13.1         The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute or by this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XIV

Section 14.1         The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this ARTICLE XIV shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

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Section 14.2         The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE XIV to directors and officers of the Corporation.

Section 14.3         The rights to indemnification and to the advance of expenses conferred in this ARTICLE XIV shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Section 14.4         The rights to indemnification and to the advance of expenses conferred in this ARTICLE XIV shall be subject to the requirements of the 1940 Act to the extent applicable.

Section 14.5         Any repeal or modification of this ARTICLE XIV by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE XV

Section 15.1         The Corporation expressly elects not to be governed by Section 203(a) of Title 8 of the Delaware General Corporation Law.

ARTICLE XVI

Section 16.1         The name and address of the incorporator is:

Elizabeth Greenwood

2951 28^th Street, Suite 1000

Santa Monica, CA 90405

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IN WITNESS WHEREOF, BlackRock Direct Lending Corp.. has caused this Certificate to be duly executed in its corporate name this 12^th day of October, 2020.

BLACKROCK DIRECT LENDING CORP.
By:	/s/ Elizabeth Greenwood

Name:	Elizabeth Greenwood
Title:	Sole Incorporator

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

BLACKROCK DIRECT LENDING CORP.

A Delaware Corporation

Effective October 12, 2020

TABLE OF CONTENTS

Page

ARTICLE I

OFFICES

Section 1.	Registered Office	1
Section 2.	Other Offices	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	2
Section 3.	Special Meetings	2
Section 4.	Meetings Held by Means of Remote Communication	2
Section 5.	Nature of Business at Meetings of Stockholders	3
Section 6.	Nomination of Directors	6
Section 7.	Notice	10
Section 8.	Adjournments	11
Section 9.	Quorum	11
Section 10.	Voting	12
Section 11.	Proxies	13
Section 12.	List of Stockholders Entitled to Vote	14
Section 13.	Record Date.	15
Section 14.	Stock Ledger	16
Section 15.	Conduct of Meetings	16
Section 16.	Inspectors of Election	17
Section 17.	Actions of Stockholders by Written Consent	17

ARTICLE III

DIRECTORS

Section 1.	Number and Election of Directors	18
Section 2.	Vacancies	19
Section 3.	Duties and Powers	19
Section 4.	Meetings	19
Section 5.	Organization	20
Section 6.	Resignations and Removals of Directors	21
Section 7.	Quorum	21
Section 8.	Actions of the Board by Written Consent	21
Section 9.	Meetings by Means of Conference Telephone	22
Section 10.	Committees	22
Section 11.	Compensation	23
Section 12.	Interested Directors	23

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ARTICLE IV

OFFICERS

Section 1.	General	24
Section 2.	Election	25
Section 3.	Voting Securities Owned by the Corporation	25
Section 4.	Chairman of the Board of Directors	25
Section 5.	Chief Executive Officer	26
Section 6.	President and Chief Operating Officer.	26
Section 7.	Secretary	27
Section 8.	Chief Financial Officer	28
Section 9.	Assistant Secretaries	28
Section 10.	Other Officers	29

ARTICLE V

STOCK

Section 1.	Shares of Stock	29
Section 2.	Signatures	29
Section 3.	Lost Certificates	30
Section 4.	Transfers	30
Section 5.	Dividend Record Date	35
Section 6.	Record Owners	35
Section 7.	Transfer and Registry Agents	35

ARTICLE VI

NOTICES

Section 1.	Notices	36
Section 2.	Waivers of Notice	37

ARTICLE VII

GENERAL PROVISIONS

Section 1.	Dividends	37
Section 2.	Disbursements	38
Section 3.	Fiscal Year	38
Section 4.	Investment Period	38

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ARTICLE VIII

INDEMNIFICATION

Section 1.	No Personal Liability of Directors or Officers	40
Section 2.	Mandatory Indemnification.	40
Section 3.	Good Faith Defined; Reliance on Experts	42
Section 4.	Survival of Indemnification and Advancement of Expenses	43
Section 5.	Insurance	43
Section 6.	Subrogation	43

ARTICLE IX

AMENDMENTS

Section 1. Amendments 44

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BY-LAWS

OF

BLACKROCK DIRECT LENDING CORP.

(hereinafter called the "Corporation")

These By-Laws, effective as of October 12, 2020, are made and adopted pursuant to the Certificate of Incorporation establishing the Corporation, dated as of October 12, 2020, as from time to time amended (the "Certificate of Incorporation").

ARTICLE I

OFFICES

Section 1.         Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.          Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.          Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the "DGCL").

Section 2.          Annual Meetings. The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors.  Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3.          Special Meetings.  Unless otherwise required by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by any of (i) the Chairman, if there be one, (ii) the Vice-Chairman, if there be one, or (iii) the President, and shall be called by any such officer at the direction of a majority of the members of the Board of Directors.  Such direction shall state the purpose or purposes of the proposed meeting.  At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).  The ability of the stockholders to call a Special Meeting of Stockholders is hereby specifically denied.

Section 4.          Meetings Held by Means of Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders entitled to attend and vote at an Annual or Special Meeting of Stockholders and proxy holders not physically present at such meeting may, by means of remote communication: (i) participate in a meeting of stockholders and (ii) be deemed present in person and vote at such meeting, whether such meeting is to be held at a designated place or solely by means of remote communications, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder of the Corporation or proxy holder of a stockholder; (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

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Section 5.          Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 6 of this Article II) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 5 of this Article II.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs.  In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

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To be in proper written form, a stockholder's notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

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No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 5 of this Article II; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 5 of this Article II shall be deemed to preclude discussion by any stockholder of any such business.  If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 5 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 6.          Nomination of Directors.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation.  Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 6 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 6 of this Article II.

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In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.  In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

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To be in proper written form, a stockholder's notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6 of this Article II.  If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 7.          Notice.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

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Section 8.          Adjournments.  The chairman of the meeting may adjourn any meeting of the stockholders from time to time to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 7 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 9.          Quorum.  Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a not less than one-third (1/3) of the Corporation's capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 8 hereof, until a quorum shall be present or represented.

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Section 10.        Voting.  Stockholders shall have no power to vote on any matter except matters on which a vote of stockholders is required by applicable binding law, the Charter or a resolution of the directors.  Except as otherwise provided herein, any matter required to be submitted to stockholders and affecting one or more classes or series of stock shall require approval by the required vote of all the affected classes and series of stock voting together as a single class; provided, however, that as to any matter with respect to which a separate vote of any class or series of stock is required by the 1940 Act, such requirement as to a separate vote by that class or series of stock shall apply in addition to a vote of all the affected classes and series voting together as a single class.  Stockholders of a particular class or series of stock shall not be entitled to vote on any matter that affects only one or more other classes or series of stock.

Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, or a resolution of the directors specifying a greater or a lesser vote requirement for the transaction of any item of business that properly comes before any meeting of stockholders (i) with respect to the election of directors, the affirmative vote of a plurality of the shares of stock represented in person or by proxy at any meeting at which a quorum is present shall be the act of the stockholders with respect to such matters, (ii) for all other items of business, the affirmative vote of a majority of the shares of stock represented in person or by proxy at any meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the stockholders with respect to such matter(s), and (iii) where a separate vote of one or more classes or series of shares of stock is required on any matter, the affirmative vote of a plurality of shares of stock or a majority of the shares of stock, as required by the preceding clauses of this paragraph, of such class or series of shares of stock represented in person or by proxy, at any meeting at which a quorum is present shall be the act of the stockholders of such class or series with respect to such matter.

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Only stockholders of record shall be entitled to vote.  Each full share shall be entitled to one vote and fractional shares of stock shall be entitled to a vote of such fraction.  When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall be cast in accordance with applicable binding law.

There shall be no cumulative voting in the election or removal of directors.

Section 11.         Proxies.  Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i)          A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such person's signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii)          A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

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Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 12.        List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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Section 13.        Record Date.

(a)          In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 14.        Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 12 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 15.        Conduct of Meetings.  The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

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Section 16.        Inspectors of Election.  In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the President may appoint one or more inspectors to act at the meeting and make a written report thereof.  If inspectors of election are not so appointed, the person acting as chair of any meeting of stockholders may, and on the request of any stockholder or stockholder proxy shall, appoint inspectors of election of the meeting.  One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.  Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability.  The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

Section 17.        Actions of Stockholders by Written Consent.  Any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing or electronic transmission, setting forth the action so taken and bearing the dates of signature of the stockholders who gave the consent or consents, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted, and delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation’s principal executive office, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written or electronic consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Section 17 of this Article II, consents given by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written or electronic consent shall be given to those stockholders who have not consented. Any action taken pursuant to such written or electronic consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted in lieu of the original writing for any and all purposes for which the original writing could be used; provided, however, that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing

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ARTICLE III

DIRECTORS

Section 1.          Number and Election of Directors.  The Board of Directors shall consist of not less than two nor more than nine members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors.  Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal.  Directors need not be stockholders.

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Section 2.          Vacancies.  If the stockholders of any class or series are entitled separately to elect one or more directors, a majority of the remaining directors elected by that class or series or the sole remaining director elected by that class or series may fill any vacancy among the number of directors elected by that class or series.  If the stockholders of any class or series are entitled separately to elect one or more directors and no director of such class or series remains, a majority of the remaining directors (regardless of the class of stockholders entitled to vote for such directors) may fill any vacancy.  Any vacancy created by an increase in directors may be filled by the appointment of an individual by a written instrument signed by a majority of the directors then in office.  Whenever a vacancy in the number of directors shall occur, until such vacancy is filled as provided herein, the directors in office, regardless of their number, shall have all the powers granted to the directors and shall discharge all the duties imposed upon the directors.

Section 3.          Duties and Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4.          Meetings.  The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively.   Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or by a majority of the directors.  Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the President, or a majority of the directors serving on such committee.  Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

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Section 5.          Organization.  At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman.  Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof.   In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.  Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 6.          Resignations and Removals of Directors.  Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one.  Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.  Except as otherwise required by applicable law, any director may be removed from office at any time, with or without cause, by the action of the holders of at least eighty percent (80%) of the then outstanding capital stock of the Corporation entitled to vote in the election of the respective director.  Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

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Section 7.          Quorum.  Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable.  If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8.          Actions of the Board by Written Consent.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 9.          Meetings by Means of Conference Telephone.  Unless otherwise provided in the Certificate of Incorporation, these By-Laws or applicable law, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 of this Article III shall constitute presence in person at such meeting.

Section 10.        Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board of Directors when required.  Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

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Section 11.        Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for service as committee members.

Section 12.          Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director's or officer's vote is counted for such purpose if: (i) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 1.          General.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President, a Chief Financial Officer, Chief Operating Officer and a Secretary.  The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.  The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2.          Election.  The Board of Directors shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer's successor is elected and qualified, or until such officer's earlier death, resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

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Section 3.          Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President, the President or any Vice President or any other officer or agent authorized to do so by the Board of Directors and any such officer or agent may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any entity in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.          Chairman of the Board of Directors.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors.  The Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors.  During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

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Section 5.          Chief Executive Officer.  The Chief Executive Officer shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The Chief Executive Officer shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the Chief Executive Officer.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and, provided the Chief Executive Officer is also a director, the Board of Directors.  The Chief Executive Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 6.          President and Chief Operating Officer. At the request of the Chief Executive Officer or in the his/her absence or in the event of his/her inability or refusal to act (and if there be no Chairman of the Board of Directors), the President or the Chief Operating Officer (in the order designated by the Board of Directors), shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Operating Officer.  The President and the Chief Operating Officer shall each perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Chairman of the Board of Directors and no President or Chief Operating Officer, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer or in the event of the inability or refusal of the Chief Executive Officer to act, shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

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Section 7.          Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors, or the President, under whose supervision the Secretary shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the Chief Executive Officer may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer's signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8.          Chief Financial Officer.  The Chief Financial Officer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all securities, moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation.  If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Chief Financial Officer and for the restoration to the Corporation, in case of the Chief Financial Officer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Chief Financial Officer's possession or under the Chief Financial Officer's control belonging to the Corporation.

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Section 9.          Assistant Secretaries.  Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, Chief Financial Officer, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10.          Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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ARTICLE V

STOCK

Section 1.          Shares of Stock.  The shares of capital stock of the Corporation may be represented by a certificate or uncertificated, as provided under the DGC, and shall be entered in the books of the Corporation and recorded as they are issued.

Within a reasonable time after the issuance or transfer of uncertificated stock and upon the request of a stockholder, the Corporation shall send to the record owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares, and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation’s Certificate of Incorporation, these By-Laws, any agreement among stockholders or any agreement between stockholders and the Corporation.

Section 2.          Signatures.  Any duly appointed officer of the Corporation is authorized to sign share certificates. Any or all of the signatures on a certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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Section 3.          Lost Certificates.  The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 4.          Transfers.

(a)           Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws.  Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock,  upon receipt of proper transfer instructions from the registered holder of the shares or by such person's attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement.  With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

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(b)          Notwithstanding Section 4(a) of this Article V:

(i)           In no event shall any holder transfer any of the Corporation's common shares, and any such purported transfer shall be void and shall not be recognized by the Corporation or the stockholders, unless all of the following conditions are satisfied:

(1)           The transferor, if requested by the Corporation in its sole discretion, has delivered to the Corporation an opinion of counsel (either in-house counsel to the transferor or outside legal counsel selected by the transferor, if admitted to practice under the laws of the relevant jurisdiction covered by the opinion, or otherwise qualified to provide the opinion, and having sufficient experience with the relevant subject) reasonably acceptable to the Corporation that such transfer (X) would not violate the Securities Act of 1933 (the "Securities Act") or any state blue sky laws (including any investor suitability standards) and, (Y) would not result in the breach of any material agreement to which the Corporation is a party or by which it or any of the assets of the Corporation, including all cash, cash equivalents, securities, investments and other property and assets of any type of the Corporation, (collectively, the "Assets") is bound;

(2)           The transferor has demonstrated to the reasonable satisfaction of the Corporation that the transferee is both an "accredited investor" as defined in Rule 501(a) under the Securities Act and a "qualified client" within the meaning of Rule 205-3 of the Advisers Act of 1940 (the "Advisers Act");

(3)          The Corporation has received a notice of transfer signed by both the transferor and transferee; and

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(4)          the Corporation consents in writing to such transfer, which consent may be withheld in the Corporation’s sole discretion; provided that the Corporation will not unreasonably withhold its consent to the transfer of shares of the Corporation’s common stock by a stockholder to an affiliate of such stockholder; provided that (A) the Corporation has received a written notice of such transfer to an affiliate signed by the transferor and transferee at least 30 days prior to the proposed date of such transfer; and (B) the conditions contained in this Section 4 of Article V are otherwise satisfied.  For the avoidance of doubt, notwithstanding the foregoing, the Corporation may withhold its consent with respect to any transfer to the extent that such transfer would create a risk that the assets of the Corporation could be deemed to be "plan assets" within the meaning of the regulation promulgated by the United States Department of Labor at 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA), which assets are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended.

(ii)          the Board of Directors may, in its sole discretion, delegate to the Corporation’s investment adviser (the “Investment Manager”) authority to consent on the Corporation’s behalf to any transfer of the common shares of the Corporation pursuant to this Section 4(b) of Article V.

(iii)          Provided the foregoing conditions are met, the transferee may become a substituted stockholder if and only if each of the following conditions is satisfied:

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(1)          The Corporation has consented in writing to the substitution (which consent may be withheld in the Corporation's reasonable discretion with respect to transfers only if the transfer conditions described above have not been met or have not been waived);

(2)          The transferor and transferee execute, acknowledge and deliver such instruments as the Corporation deems necessary, appropriate or desirable to effect such substitution; and

(3)          The transferee agrees to bear all of the Corporation's expenses and costs incurred in connection with the transfer and substitution, including legal fees and filing fees.

Upon the satisfaction of the conditions set forth in this Section 4(b)(ii) of this Article V, the Corporation shall record on the books and records of the Corporation the substituted stockholder as a stockholder of the Corporation.

(iv)          A transferee, legal representative or successor in interest of a stockholder shall be subject to all of the restrictions upon a stockholder provided in these By-Laws and the Certificate of Incorporation.

(v)          A transferee of shares who desires to make a further transfer shall be subject to all of the provisions of this Section 4 of Article V to the same extent and in the same manner as a stockholder making the initial transfer.

(vi)          Notwithstanding anything to the contrary in this Section 4(b) of Article V, the Corporation may elect (in the Corporation's sole discretion) to treat a transferee who has not become a substituted stockholder as a stockholder in the place of the transferor should it determine such treatment to be in the best interests of the Corporation.

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(vii)          Upon the incapacity of an individual stockholder, such stockholder's personal representative or other successor in interest shall have such rights as the incapacitated stockholder possessed to constitute a successor as a transferee of its shares and to join with such transferee in making application to substitute such transferee as a stockholder, all as provided in Sections 4(b)(i) and (ii) of this Article V.

(viii)          Upon the incapacity of a stockholder other than an individual, the authorized representative of such entity shall have such rights as such entity possessed to constitute a successor as a transferee of its shares and to join with such transferee in making application to substitute such transferee as a stockholder, all as provided in Sections 4(b)(i) and (ii) of this Article V.

(ix)          A person who acquires shares or an interest therein but is not admitted to the Corporation as a substituted stockholder pursuant to Section 4(b)(ii) of this Article V shall, in the case of a person acquiring common shares or an interest therein who does not satisfy Section 4(b)(i)(B), obtain no rights whatsoever in the Corporation, such transfer shall be void as between such person and the Corporation and the Corporation shall have the absolute right in its sole discretion to transfer such common shares to any person who does satisfy Section 4(b)(i)(B) of this Article V for such consideration as the Corporation deems sufficient in the circumstances and to remit to such person who acquired such common shares in violation of these By-Laws or the Certificate of Incorporation such portion of such consideration not in excess of 75% thereof as the Corporation receives in complete satisfaction of such person's interest in the Corporation; provided, however, that such person shall be entitled to receive such information and accountings as shall be consented to by the Corporation, which consent shall not be unreasonably withheld. A substituted stockholder shall succeed to all the rights and be subject to all the obligations of the transferor stockholder in respect of the shares or other interest as to which it was substituted.

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Section 5.          Dividend Record Date.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.          Record Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.          Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

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ARTICLE VI

NOTICES

Section 1.          Notices.  Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.  Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2.          Waivers of Notice.  Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

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ARTICLE VII

GENERAL PROVISIONS

Section 1.          Dividends.  (a) Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation's capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

In connection with any dividend payable in property (other than in the form of marketable securities) the Corporation will, if requested by a Stockholder, use its best efforts to make alternative arrangements for the sale or transfer of any such property into an escrow account or liquidating trust on mutually agreeable terms, including, for example only, the sale or transfer into an escrow account or liquidating trust controlled by a third party. Any expenses incurred by the Corporation or its Investment Manager in connection with the foregoing shall be borne by the requesting Stockholder.

Section 2.          Disbursements.  All checks or demands for money and notes of the

Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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Section 3.          Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.          Investment Period

.

(a)          The Corporation’s “Investment Period”  will begin on the first date on which Common Shares are purchased by investors who are not affiliates of the Investment Manager and will end three years after the Final Closing Date, subject to a 12-month extension of the Investment Period if requested by the Investment Manager and approved by the Board and the holders of a majority of the then outstanding Common Shares.

(b)          The Investment Period may be terminated upon sixty (60) calendar days’ written notice to the Investment Manager following a vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding Common Shares.

(c)          If, at any time during the Investment Period, a Key Personnel Event occurs, then (a) the Investment Manager will provide prompt notice to the holders of Common Shares, not later than ten (10) business days thereafter, and (b) the Investment Period will be automatically suspended.

(d)           A “Key Personnel Event” shall occur, at any time during the Investment Period, upon the third departure of a permanent voting member of the investment committee of the Investment Manager for the Corporation that results in fewer than four (4) permanent voting members of the investment committee remaining.

(e)          The Investment Period will be reinstated upon the earlier to occur of (i) the existence of at least four (4) permanent voting members on the investment committee prior to the four (4) month anniversary of the Key Personnel Event or (ii) the approval of the holders of a majority of the then outstanding Common Shares that are not held by affiliated persons of the Investment Manager.

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(f)          Following the expiration of the Investment Period, the Corporation may only make new investments to:

(i)          complete investments that were approved by the investment committee prior to the expiration of the Investment Period or as to which a definitive agreement, letter of intent, memorandum of understanding or similar document (whether or not legally binding on the parties thereto) has been entered into prior to the expiration of the Investment Period;

(ii)          satisfy liabilities and other obligations (including any remaining funding obligation) with respect to any existing investment, and any borrowings or guarantees of the Corporation;

(iii)          engage in hedging transactions;

(iv)          exercise any equity rights held as of the end of the Investment Period;

(v)          make additional investment that the Investment Manager determines in its discretion is appropriate or necessary to preserve or protect the value of any existing investment, in an amount equal to up to 15% of the Corporation’s aggregate capital commitments; and

(vi)          to invest in investment-grade short-term securities.

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ARTICLE VIII

INDEMNIFICATION

Section 1.          No Personal Liability of Directors or Officers.  No director, advisory board member or officer of the Corporation shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Corporation or its stockholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his or her duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the assets of the Corporation for satisfaction of claims of any nature arising in connection with the affairs of the Corporation.  If any director, advisory board member or officer, as such, of the Corporation, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such person shall not, on account thereof, be held to any personal liability.  Any repeal or modification of the Charter or this Article VIII Section 1 shall not adversely affect any right or protection of a director, advisory board member or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

Section 2.          Mandatory Indemnification.

(a)          The Corporation hereby agrees to indemnify each person who is or was a director, advisory board member or officer of the Corporation, (each such person being an "Indemnitee") to the full extent permitted under the Charter.  In addition, the Corporation may provide greater but not lesser rights to indemnification pursuant to a contract approved by at least a majority of directors between the Corporation and any Indemnitee.  Notwithstanding the foregoing, no Indemnitee shall be indemnified hereunder against any liability to any person or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of the Indemnitee's position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "Disabling Conduct").  Furthermore, with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee (A) was authorized by a majority of the directors or (B) was instituted by the Indemnitee to enforce his or her rights to indemnification hereunder in a case in which the Indemnitee is found to be entitled to such indemnification.

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(b)          Notwithstanding the foregoing, unless otherwise provided in the Charter or in any agreement relating to indemnification between an Indemnitee and the Corporation, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such Indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (A) a majority vote of a quorum of those directors who are both Independent Directors and not parties to the proceeding ("Independent Non-Party Directors"), that the Indemnitee is entitled to indemnification hereunder, or (B) if such quorum is not obtainable or even if obtainable, if such majority so directs, legal counsel in a written opinion concludes that the Indemnitee should be entitled to indemnification hereunder.

(c)          Subject to any limitations provided by the 1940 Act and the Charter, the Corporation shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Corporation or serving in any capacity at the request of the Corporation to the full extent permitted for corporations organized under the corporations laws of the state in which the Corporation was formed, provided that such indemnification has been approved by a majority of the directors.

(d)          Any repeal or modification of the Charter or Section 2 of this Article VIII shall not adversely affect any right or protection of a director, advisory board member or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

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Section 3.          Good Faith Defined; Reliance on Experts. For purposes of any determination under this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation, or on information supplied to such person by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert or agent selected with reasonable care by the Corporation.  The provisions of this Article VIII Section 3 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Article VIII. Each director and officer or employee of the Corporation shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel selected by the Board of Directors or a committee of the directors, or upon reports made to the Corporation by any of the Corporation's officers or employees or by any advisor, administrator, manager, distributor, dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Board of Directors or a committee of the directors, officers or employees of the Corporation, regardless of whether such counsel or expert may also be a director.

Section 4.          Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 5.          Insurance. The directors may maintain insurance for the protection of the Corporation's property, the stockholders, directors, officers, employees and agents in such amount as the directors shall deem adequate to cover possible tort liability, and such other insurance as the directors in their sole judgment shall deem advisable or is required by the Investment Company Act of 1940.

Section 6.          Subrogation. In the event of payment by the Corporation to an Indemnitee under the Charter or these Bylaws, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute such documents and do such acts as the Corporation may reasonably request to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

ARTICLE IX

AMENDMENTS

Section 1.          Amendments.  The directors shall have the power to amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the directors with respect to the By-Laws shall be taken by an affirmative vote of a majority of the directors. The directors shall in no event adopt By-Laws which are in conflict with the Certificate of Incorporation, and any apparent inconsistency shall be construed in favor of the related provisions in the Certificate of Incorporation.  The Corporation's By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation.

* * *

Adopted as of: October 12, 2020

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EX-4.1

Exhibit 4.1

BLACKROCK DIRECT LENDING CORP.

Shares of Common Stock, par value $0.001 per share

Form of Supplement to Subscription Agreement for Entities

                        2020

Note: The Anti-Money Laundering Questionnaire attached hereto (the “Questionnaire”) forms part of, and must be completed and returned together with, this Supplement to Subscription Agreement (this “Supplement”).

Reference is made to (i) the Confidential Private Offering Memorandum of BlackRock Direct Lending Corp. (the “Company” or the “Fund”) with respect to the offering of shares of common stock, par value $0.001 per share (the “Common Shares” or the “Interests”) (such Confidential Private Offering Memorandum, together with any amendments, updates or supplements thereto, being herein called the “Memorandum”), (ii) the Certificate of Incorporation of the Fund and the By-Laws of the Fund (collectively, as amended, modified, restated or supplemented from time-to-time, the “Governing Documents” or the “Fund Agreement”), and (iii) the most recent Master Subscription Agreement executed by the undersigned investor (the “Master Subscription Agreement”), each of which is incorporated by reference in its entirety in this Supplement. By executing this Supplement, the investor (a) agrees to make, and upon acceptance of this Supplement shall have made, a capital commitment to the Company (the “Capital Commitment”) and (b) acknowledges that the investor has read and understands the terms, provisions and requirements set forth herein and in the Master Subscription Agreement, the Memorandum and the Fund Agreement. By executing this Supplement, the investor certifies and agrees that all the responses, certifications, representations, warranties, covenants and other agreements, information and documents that the investor has provided, given or made in, or in connection with, this Supplement (including the Questionnaire) and the Master Subscription Agreement are and remain complete, true and correct, and have been complied with in all respects, as of the date hereof. The investor agrees to promptly notify BlackRock Alternatives Client Services via email at AlternativesClientServices@blackrock.com of any changes to the information contained in, or provided in connection with, this Supplement (including the Questionnaire) or the Master Subscription Agreement.

Capitalized terms used, but not defined herein shall have the respective meanings given them in the Memorandum. If any provision of this Supplement or the Master Subscription Agreement shall conflict with, or otherwise be inconsistent with, any provision of the Fund Agreement, then the terms of the Fund Agreement shall control and such provisions of this Supplement or the Master Subscription Agreement shall be deemed modified to be consistent with the Fund Agreement.

Delivery Instructions:

Return all pages of this Supplement, fully completed and properly executed as instructed, along with all other subscription and anti-money laundering documentation, as requested by BlackRock during the onboarding process, at least ten (10) business days prior to the relevant closing date via email to AlternativesClientServices@blackrock.com. Should you have any questions, please contact Alternatives Client Services via email at AlternativesClientServices@blackrock.com.

The investor hereby agrees as follows:

1. Capital Commitment.

a. The investor hereby agrees to subscribe for Interests and agrees to make a Capital Commitment in the amount of $   in accordance with the terms of this Supplement, the Memorandum and the Fund Agreement and agrees to fund all capital contributions required pursuant to this Supplement in respect of its Capital Commitment. The investor acknowledges that this Capital Commitment is conditioned upon acceptance by the Fund, and may be accepted or rejected, in whole or in part, in the Fund’s sole and absolute discretion.

b. The investor acknowledges and agrees that Interests may not be issued until such time as the Fund and/or the Administrator has received and is satisfied with all the information and documentation requested.

c. The investor acknowledges and agrees that the investor is not entitled to cancel, terminate or revoke the Capital Commitment or any agreements hereunder, except as otherwise set forth in the Memorandum, the Fund Agreement, the Master Subscription Agreement or as required under applicable law, and such Capital Commitment and agreements, including the power of attorney set forth in Section 1(d), shall survive changes in the transactions, documents and instruments described in the Memorandum and the Fund Agreement.

d. The investor hereby irrevocably constitutes and appoints each of BlackRock Capital Investment Advisors, LLC (the “Manager”)and the Administrator (and any substitute or successor of each acting in such capacity), and their respective members, managers and any of their officers, as the investor’s true and lawful attorney-in-fact in the investor’s name, place and stead, to make, execute, sign, acknowledge, swear to, record, file, complete or correct, on the investor’s behalf, all documents to be executed by the investor in connection with the investor’s Capital Commitment, including, without limitation, filling in or amending amounts, dates, and other pertinent information, and to make, execute, sign, acknowledge, swear to, record and file: (i) any counterparts of the Fund Agreement to be entered into pursuant to this Supplement and any amendments thereto, each only as authorized by the investor in accordance with the terms of this Supplement and the Fund Agreement, (ii) any agreements or other documents relating to the obligations of the Fund, as limited and defined in the Fund Agreement, (iii) any certificates of formation required by law and all amendments thereto, (iv) all certificates and other instruments necessary to qualify, or continue the qualification of, the Fund in the states or other jurisdictions where it may be doing business, (v) all assignments, conveyances or other instruments or documents necessary to effect the dissolution, winding-up and termination of the Fund and (vi) all other filings with agencies of the federal government, of any state or local government, or of any other jurisdiction, which the Fund or the Manager considers necessary or desirable to carry out the purposes of this Supplement, the Fund Agreement and the business of the Fund. The investor understands that this power of attorney (1) shall be deemed coupled with an interest, (2) is intended to secure and interest in property and shall survive the transfer of the investor’s Interests, (3) shall be given by way of security for the performance of each investor’s obligations under this Supplement and the Fund Agreement, (4) shall be irrevocable and shall survive the incapacity of the investor granting the power and (5) may be exercised by the holder on behalf of the investor by a facsimile or electronic signature or by listing all of the investors in the Fund (including the undersigned investor) executing any instrument with a single signature as attorney-in-fact for all of them. In addition, the investor authorizes each of the Manager and the Administrator to receive and pay over to the Fund on the investor’s behalf, to the extent set forth in this Supplement, all funds received hereunder.

e. In connection with procuring financing for the Fund, the Fund may determine that it is necessary or desirable to pledge, charge, mortgage, assign, transfer and/or grant to the provider of such financing (the “Lender”) collateral consisting of the Fund’s assets, including, without limitation, the rights of the Fund to issue capital call notices and the right to receive the Drawdown Purchase Price from the investor (and any related rights of the Fund and to enforce an investor’s obligation to pay such Drawdown Purchase Price.  The investor hereby consents to the implementation of such financing, and upon written request from the Fund, agrees to acknowledge its obligations to pay the Drawdown Purchase Price pursuant to this Supplement and execute and deliver such documents as may be reasonably required to acknowledge and perfect the security interest in its Unused Capital Commitment.  Without limiting the generality of the foregoing, upon written request from the Fund, the investor agrees to (i) confirm that the investor’s obligation to pay the Drawdown Purchase Price to the Fund is unconditional, subject only to the limitations and conditions expressly set forth herein and in the Fund Agreement, and that it will honor calls for Drawdown Purchases made in accordance with the terms of this Supplement and the Fund Agreement without defense, counterclaim or offset of any kind; provided, that such agreement to fund shall not act as a waiver of any claim the investor may have against any other investor in the Fund, the Manager or the Fund, (ii) provide such financial information with respect to the investor as shall be reasonably requested by the Fund (or the Lender), including confirmation of the amount of the investor’s aggregate Capital Commitment and Unused Capital Commitment, as applicable, and (iii) execute and deliver such other acknowledgements, documents and certificates as shall be reasonably required by the Fund (or the Lender, to the extent the Fund has assigned its rights thereto) in connection therewith.

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f. The investor confirms that the investor and its beneficial owner(s), controller(s) and authorized person(s) are not identified on or subject to any sanctions administered or enforced by the U.S. Office of Foreign Assets Control, the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”) and agrees that the investor will not directly or indirectly transfer funds into an account of the Fund that are derived from entities, persons or activities subject to Sanctions. The investor shall not use funds received from the Fund and/or its account for the benefit of and/or to transact with, directly or indirectly, any person, entity, or government on a sanctions list or subject to Sanctions. The investor confirms that the investor and its beneficial owner(s), controller(s) and authorized person(s) are not domiciled in and do not conduct business in or derive revenue from countries subject to Sanctions, including Syria, North Korea, Iran and Cuba. The investor confirms that the investor is the legal owner of the funds being invested in the Fund and is not investing them for the benefit of anyone not otherwise identified herein.

g. The investor waives any counterclaim to, and any right to any setoff or reduction of, its obligation to make capital contributions or other payments to the Fund based on any claim that it has against any person (without prejudice to the investor’s right to assert such claim in a separate action).

h. The investor is not and will not be a Benefit Plan (as defined in the Master Subscription Agreement).

i. The investor is aware and acknowledges that the Fund may have no or only a limited operating history.

j. The investor represents that it has read the Memorandum and the Fund Agreement and consulted with its own tax advisors regarding the U.S. and non-U.S. consequences of investing in the Fund.

k. The investor shall be deemed to have reaffirmed, as of each date on which any portion of its Capital Commitment is accepted and each Capital Drawdown Date, each and every representation and warranty made, and all information provided, by such investor in the Questionnaire, the Master Subscription Agreement and this Supplement or that is incorporated by reference.

2. Closings and Drawdowns.

a. Initial Closing.

(i) The Fund will hold its initial closing (the “Initial Closing”) when it first accepts subscriptions for interests from investors who are not affiliates of the Investment Manager.

(ii) Each investor subscribing for Interests at the Initial Closing will be required to purchase on the date of the Initial Closing the Initial Closing Share Amount at the Initial Closing Purchase Price.

The “Initial Closing Share Amount” shall mean a number of Common Shares determined by dividing (i) the Initial Closing Purchase Price by (ii) the Initial Closing Per Share Price.

The “Initial Closing Purchase Price” shall mean an amount in U.S. dollars determined by multiplying the (i) the aggregate amount of Capital Commitments being drawn down by the Fund from all investors on the Initial Closing Date by (ii) a fraction, the numerator of which is the Capital Commitment being made on the Initial Closing Date by such investor and the denominator of which is the aggregate Capital Commitments being made on the Initial Closing Date by all investors. The amount of the Initial Closing Purchase Price will be communicated to each investor prior to the Initial Closing Date at a time mutually agreeable to the parties.

The “Initial Closing Per Share Price” shall mean $10.00 per share.

b. Drawdowns.

(i) The investor agrees to purchase Interests for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein.

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(ii) Purchases of Interests will take place on dates selected by the Fund in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of this Section 2.b.

(iii) On each Capital Drawdown Date, the investor agrees to purchase from the Fund, and the Fund agrees to issue to the investor, a number of Interests equal to the Drawdown Share Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will an investor be required to purchase Interests for an amount in excess of its Unused Capital Commitment (as defined below).

“Drawdown Purchase Price” shall mean, for each Capital Drawdown Date, an amount in U.S. dollars determined by multiplying (i) the aggregate amount of Capital Commitments being drawn down by the Fund from all investors on that Capital Drawdown Date, by (ii) a fraction, the numerator of which is the Unused Capital Commitment of the investor and the denominator of which is the aggregate Unused Capital Commitments of all investors that are not Defaulting Investors or Excluded Investors (as defined below). For the avoidance of doubt, the Drawdown Purchase Price shall be determined after giving effect to the Catch-Up Purchase Price (as described below).

“Drawdown Share Amount” shall mean, for each Capital Drawdown Date, a number of Common Shares determined by dividing (i) the Drawdown Purchase Price for that Capital Drawdown Date by (ii) the applicable Per Interest Price (as defined below), which may be a fractional amount, to the extent required.

“Per Interest NAV” shall mean, for any Capital Drawdown Date or Catch-Up Date (as defined below), the net asset value per Interest, as determined as of the end of the most recent fiscal quarter for which net asset value has been determined prior to the Capital Drawdown Date (as defined below) in accordance with the valuation policies adopted by the Fund's board of directors (the “Board”).

“Per Interest Price” shall mean, for any Capital Drawdown Date or Catch-Up Date (as defined below), the Per Interest NAV, subject to adjustment from the latest quarterly valuation date in accordance with the Fund’s valuation policy and subject to Section 23 of the Investment Company Act of 1940, as amended (the “1940 Act”) (which generally prohibits the Fund from issuing Interests at a price below the then-current net asset value of the Interests as determined within 48 hours, excluding Sundays and holidays, of such issuance).

(iv) The Fund shall deliver to the investor, at least ten (10) calendar days prior to each Capital Drawdown Date, a notice (a “Drawdown Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate purchase price of Interests to be sold to all investors on the Capital Drawdown Date, (iii) the applicable Drawdown Purchase Price and (iv) the account to which the Drawdown Purchase Price should be wired.

(v) The delivery of a Drawdown Notice to the investor shall be the sole and exclusive condition to the investor’s obligation to pay the Drawdown Purchase Price identified in each Drawdown Notice, and shall represent the Fund’s acceptance of the investor’s irrevocable and ongoing offer to purchase Interests.

(vi) On each Capital Drawdown Date, the investor shall pay the Drawdown Purchase Price to the Fund by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice.

(vii) The Fund may draw Capital Commitments from investors at any time during the Investment Period (as defined in the Fund Agreement).  Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) may be called only to:

(A) cover, or reserve, for actual or anticipated expenses and liabilities of the Fund (including payment of the base management fee and incentive compensation to the Investment Manager, operating expenses and indemnification or other obligations of the company, whether contingent or otherwise);

(B) complete investments that were approved by the Investment Manager’s investment committee for the Fund prior to the expiration of the Investment Period or as to which a definitive agreement, letter of intent, memorandum of understanding or similar document (whether or not legally binding on the parties thereto) has been entered into prior to the expiration of the Investment Period (each, a “Pending Investment”);

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(C) satisfy liabilities and other obligations (including any remaining funding obligation) with respect to any existing investment, and any borrowings or guarantees of the Fund;

(D) engage in hedging transactions;

(E) exercise any equity rights held as of the end of the Investment Period;

(F) fund any additional investment (in addition to any included in (B) and (C) above) that the Investment Manager determines in its discretion is appropriate or necessary to preserve or protect the value of any existing investment (each, a “Follow-On Investment”) in an amount equal to up to 15% of the aggregate Capital Commitments.

For the avoidance of doubt, any investment that is in the nature of a revolving credit facility or line of credit, delayed draw loan or similar financing arrangement will be treated as a Pending Investment and not a Follow-On Investment for purposes of the foregoing limitations.

(viii) Notwithstanding anything to the contrary contained in this Supplement, the Master Subscription Agreement, the Memorandum or the Fund Agreement, the Fund shall have the right (a “Limited Exclusion Right”) to exclude any investor (such investor, an “Excluded Investor”) from purchasing Interests from the Fund on any Capital Drawdown date if, in the reasonable discretion of the Fund, there is a substantial likelihood that such investor’s purchase of Interests at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such investor, the Fund, the Investment Manager, any other investor or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of the Fund to be considered “plan assets” under ERISA or Section 4975 of the Code.

c. Subsequent Investors.

(i) The Fund expects to enter into separate subscription agreements with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Interests to the Other Investors. Other investors may subscribe for Shares at one or more closings after the Initial Closing (each, a “Subsequent Closing”). The Initial Closing and each Subsequent Closing are each referred to as a “Closing.” An Investor whose subscription is accepted at a Subsequent Closing (including any Investor that makes an additional capital commitment to purchase Interests on a date after its initial subscription has been accepted) is referred to herein as a “Subsequent Investor.”

(ii) Notwithstanding the provisions of Section 2.b, on one or more dates to be determined by the Fund that occur on or following the Subsequent Closing but no later than the next succeeding Capital Drawdown Date (each, a “Catch-Up Date”), each Subsequent Investor shall be required to purchase from the Fund, on no less than ten (10) calendar days’ prior notice, a number of Interests with an aggregate purchase price (the “Catch-Up Purchase Price”) necessary to ensure that, upon payment of the aggregate purchase price for such Interests by the Subsequent Investor in the aggregate for all Catch-Up Dates, such Subsequent Investor’s Net Contributed Capital Percentage (as defined below) shall be equal to the Net Contributed Capital Percentage of all prior Investors (other than any Defaulting Investors, Excluded Investors or any Other Investor who has subscribed on prior Subsequent Closings and have not yet funded the Catch-Up Purchase Price).

(iii) Upon payment of the Catch-Up Purchase Price by the Subsequent Investor on a Catch-Up Date, the Fund shall issue to such Subsequent Investor a number of Shares determined by dividing (x) the Catch-Up Purchase Price for such Subsequent Investor minus the Organizational Cost Allocation (as defined below) by (y) the Per Interest Price for such Subsequent Investor as of a Catch-Up Date. For the avoidance of doubt, in the event that the Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this Section 2.c) shall be deemed to have occurred immediately prior to the relevant Capital Drawdown Date.

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(iv) As used in this Section 2.c:

(A) “Net Contributed Capital Percentage” means, with respect to an Investor, the percentage determined by dividing such Investor’s Net Contributed Capital (as defined below) by such Investor’s Capital Commitment.

(B) “Net Contributed Capital” means (i) the aggregate amount of capital contributions that have been made by an Investor in respect of its Shares, less (ii) the aggregate amount of distributions categorized as Returned Capital (as defined below) made by the Fund to such Investors in respect of its Shares. For the avoidance of doubt, Net Contributed Capital will not take into account distributions of the Fund’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses) to Investors. Net Contributed Capital with respect to an Investor shall be calculated on the basis of such Investor’s capital contributions and distributions made to such Investor categorized as Returned Capital.

(C) “Returned Capital” shall mean any distribution, or any portion of distributions, made by the Fund to an investor during the Investment Period which is designated as such (regardless of tax character) and represents (A) proceeds realized from the sale or repayment of any investment (as opposed to investment income) during the Investment Period (but not in excess of the cost of any such investment) or (B) a return of such investor’s capital contributions to the Company.

(D) “Organizational Cost Allocation” means, with respect to an Investor, the product obtained by multiplying (x) a fraction, the numerator of which is such Investor’s Capital Commitment and the denominator of which is the total Capital Commitments received by the Fund to date by (y) the lesser of (a) a dollar amount equal to one million dollars ($1,000,000) and (b) the total amount of organizational expenses and offering costs incurred by the Fund in connection with its organization and offering.

d. Capital Drawdown Default.

(i) If an Investor fails to make full payment of any portion of the Drawdown Purchase Price due from such Investor on any Capital Drawdown Date or Catch-Up Purchase Price due from such Investor on any Catch-Up Date (such amount, together with the full amount of such Investor’s remaining Capital Commitment, a “Defaulted Commitment”), the Fund shall give such Investor written notice of its default in payment and in the event such default shall continue beyond the tenth calendar day following such notice, the Fund shall be permitted to declare such Investor to be in default of its obligations under this Supplement (any such Investor, a “Defaulting Investor”) and may, in its discretion, take any one or more of the following actions:

(A) The Fund may assist the Defaulting Investor in finding a buyer for the Defaulting Investors Capital Commitment that will assume the Defaulting Investor's obligations hereunder, subject to the restrictions on transfer contained in the Governing Documents (in which case such Person shall, as a condition of purchasing such Capital Commitment, become a party to this Supplement and assume such Defaulting Limited Investor's obligation to make both defaulted and future purchases.)

(B) The Fund may pursue and enforce all rights and remedies the Fund may have against the Defaulting Investor, including a lawsuit to collect the overdue amount and the costs (including attorneys' fees) and expenses of collecting such overdue amount, with interest calculated thereon commencing on the applicable Capital Drawdown Date at a variable rate per annum equal to the rate of interest published from time to time by The Wall Street Journal as the "prime rate" at large United States money center banks, plus eight percent (8%) per annum (but not in excess of the highest rate per annum permitted by applicable law). In addition, the costs of any interim financing obtained by the Fund due to the Defaulting Investor's failure to timely make its Drawdown Purchases shall be reimbursed to the Fund by the Defaulting Investor. Any such reimbursement shall be deemed not to constitute payment of a Drawdown Purchase Price or reduce the Investor’s Capital Commitment.

(C) The Fund may cause two-thirds of the Common Shares then held by the Defaulting Investor to be automatically transferred on the books of the Fund, without any further action being required on the part of the Defaulting Investor, to the other non-defaulting Investors, pro rata in accordance with their respective Capital Commitments. The mechanism described in this Section 2(d)(i)(C) is intended to operate as a liquidated damage provision, since the damage to the Company and Other Investors resulting from a default by the Defaulting Investor is both significant and not easily susceptible to precise quantification. By entry into this Supplement, the Investor agrees to this transfer and acknowledges that it constitutes a reasonable liquidated damage remedy for any default in the Investor’s obligation of the type described.

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(D) The Fund may offer to the Investors (other than such Defaulting Investor) for assumption by the non-defaulting Investors such Defaulting Investor’s Capital Commitment to make its Defaulted Commitment, which offer shall be made pro rata in accordance with the non-defaulting Investors' respective Interests. If a non-defaulting Investor elects not to assume the entire portion of the Defaulted Commitment offered to it, such unassumed Defaulted Commitment shall be reoffered pro rata to the non-defaulting Investors who have elected to assume the entire portion of the Defaulted Commitment offered to them until either all of such Defaulted Commitment is assumed or no non-defaulting Investor wishes to make a further assumption of the Defaulted Commitment. At the closing of such offer (on a date and at a place designated by the Fund), each assuming Investor shall make a payment in an amount equal to that portion of the Defaulted Commitment assumed by it in accordance with the provisions of this subparagraph which is then due or past due. The Manager shall specify the procedures for making and accepting the offers contemplated by this subparagraph and shall, in its discretion, set time limits for acceptance. If the entire Defaulted Commitment is not assumed pursuant to the preceding provisions, the Fund may offer to any other Person for assumption any remaining portion of the Defaulted Commitment. Such Defaulting Investor's Capital Commitment shall be reduced by the aggregate amount of Defaulted Commitment assumed by the non-defaulting Investors and such other Persons and for which payments have been actually received by the Fund.

(E) The Fund may reduce (effective on the date of the default) the Defaulting Investor's Unused Capital Commitment (to the extent it has not been assumed by another Investor or Person) to the amount of Capital Commitments actually received by the Fund from such Defaulting Investor (net of distributions), and the aggregate Capital Commitment of such Defaulting Investor shall be commensurately reduced; provided, however, that the Capital Commitments of the non-defaulting Investors shall not be reduced.

(F) If the Defaulting Investor is an entity formed for the purpose of investing in the Fund and such Defaulting Investor's failure to make any portion of a Drawdown Purchase when required is caused by the failure of one or more of such Defaulting Investor’s investors to either (i) make an equity contribution or (ii) deliver payment in exchange for any notes issued to such investor, to such Defaulting Investor, the Fund may, in its discretion, apply the provisions of this Section 2.d to such Defaulting Investor’s Interests and/or Capital Commitments on a pro rata basis to appropriately reflect the effect of the failure of such Defaulting Investor's defaulting equity investors in a manner which is equitable to such Defaulting Investor’s non-defaulting equity investors.

(ii) To the maximum extent permitted by applicable law, the Defaulting Investor hereby makes, constitutes and appoints the Fund with full power of substitution, its true and lawful proxy to exercise all voting and other rights of such Defaulting Investor with respect to Interests, at every annual, special or adjourned meeting of the shareholders of the Fund and in every written consent in lieu of such meeting in exact proportion to the votes or consents cast by Investors other than Defaulting Investors or, in the absence of any such Investors, in the discretion of the proxy.

(iii) Notwithstanding anything to the contrary contained in this Supplement, no Interests shall be offered or transferred to any other Investor pursuant to this Section 2.d in the event that such transfer would (x) violate the Securities Act of 1933, as amended (the “Securities Act”), the Investment Company Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Fund or such transfer, (y) constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or (z) cause all or any portion of the assets of the Fund to constitute “plan assets” under ERISA or Section 4975 of the Code (it being understood that this proviso shall operate only to extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent such Investor from receiving a partial allocation of its pro rata portion of transferred Interests of the Defaulting Investor).

(iv) No consent of any Investor shall be required as a condition precedent to any transfer, assignment, assumption or other disposition of a Defaulting Investor's Interests or Capital Commitment, as the case may be, pursuant to Section 2.d. If all of the Defaulting Investor's Interests and its Capital Commitments are transferred and/or purchased in the manner set forth in Section 2.d, such Defaulting Investor shall cease to be an Investor in the Fund and shall cease to have the power to exercise any rights or powers of an Investor.

(v) The Investor agrees that this Section 2.d is solely for the benefit of the Fund and shall be interpreted by the Fund against a Defaulting Investor in the discretion of the Fund. The Investor further agrees that the Investor cannot and will not seek to enforce this Section 2.d against the Fund or any other investor in the Fund.

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3. Authorized Third Party Information.

Please provide the name and contact information for any third party (for example a custodian, administrator or auditor) who the investor authorises to receive information on behalf of the investor’s Capital Commitment. This authorisation will be in force until the investor advises BlackRock or the Administrator in writing otherwise. Add additional sheets if needed.

Third Party Name:

Company:

Phone:

Email:

Third Party Name:

Company:

Phone:

Email:

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4. Capital Contributions and Distributions.

The investor understands that each capital contribution and/or other payment made to the Fund in respect of the investor’s Capital Commitment must be delivered by wire transfer in immediately available funds in U.S. dollars to the account specified in the applicable drawdown notice (in accordance with the instructions provided in such drawdown notice).

The following information regarding the source of the capital contributions and/or other payments to the Fund in respect of the investor’s Capital Commitment and the instructions for payment of distributions is required. The investor understands that wire confirmations for capital contributions and/or other payments to the Fund from the investor must match the information provided below. Distribution proceeds will only be paid to the account identified below. The Capital Commitment, capital contributions and/or other payments to the Fund may be rejected if this information is incomplete or the wire confirmation does not match the information given below.

If the following information changes, the investor must promptly notify BlackRock Alternatives Client Services via email at AlternativesClientServices@blackrock.com.

The investor’s capital contributions and/or other payments to the Fund in respect of the investor’s Capital Commitment will be delivered from, and distribution proceeds should be delivered to, the following account (must be in the name of the investor):

To:

Fed Routing #:

SWIFT address:

For account of:

Account #:

In favor of:

Account #:

5. Investor Eligibility Questions.

a. Is the investor a “US Person”¹?

☐ Yes ☐ No

b. Did the investor receive or accept the offer of the Interests in a US state or territory?

☐ Yes ☐ No

If “Yes,” please identify such US state or territory:

¹ For purposes of this Supplement, a “US Person” is an investor that is any (i) natural person resident in the United States; OR (ii) partnership or corporation organized or incorporated under the laws of the United States; OR (iii) estate of which any executor or administrator is a US Person; OR (iv) trust of which any trustee is a US Person; OR (v) agency or branch of a foreign entity located in the United States; OR (vi) non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; OR (vii) discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; OR (viii) partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a US Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by Accredited Investors who are not natural persons, estates or trusts; BUT does not include: (1) any discretionary or similar account (other than an estate or trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organized, incorporated, or, if an individual, resident in the United States; OR (2) any estate administered or executed by a professional fiduciary that is a US Person if (a) the estate is governed by non-US law and (b) an executor or administrator of the estate who is not a US Person has sole or shared investment discretion for the assets of the estate; OR (3) any trust of which any professional fiduciary acting as trustee is a US Person, if (a) a trustee who is not a US Person has sole or shared investment discretion for the trust’s assets and (b) no beneficiary of the trust (and no settlor, for revocable trusts) is a US Person; OR (4) an employee benefit plan within the meaning of ERISA established and administered in accordance with the law and customary practices of a country other than the United States; OR (5) any agency or branch of a US Person located outside the United States if (a) the agency or branch operates for valid business reasons and (b) the agency or branch is engaged in the insurance or banking business and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; OR (6) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and any other similar international organizations, and their agencies, affiliates and pension plans.

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c. The investor is an “Accredited Investor,” as defined under Regulation D under the Securities Act, because it is (check all applicable boxes)²:

i.	☐	A corporation, partnership, limited liability company, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Code, in each case, which was not formed for the specific purpose of acquiring Interests in the Fund, and which has total assets in excess of $5,000,000.
ii.	☐	A bank as defined in the Securities Act, or a savings and loan association or other institution as defined in the Securities Act, acting in its individual or fiduciary capacity; a broker-dealer registered under the Exchange Act; an investment adviser registered with the Securities and Exchange Commission pursuant to section 203 of the Advisers Act or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the Securities and Exchange Commission under section 203(l) or (m) of the Advisers Act; an insurance company as defined in the Securities Act; a business development company as defined in the Investment Company Act; an investment company registered under the Investment Company Act; a Small Business Investment Company licensed by the US Small Business Administration under §301(c) or (d) of the Small Business Investment Act of 1958; or a Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act.
iii.	☐	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, that has total assets in excess of $5,000,000.
iv.	☐	An employee benefit plan within the meaning of ERISA (other than a self-directed plan) that either has total assets in excess of $5,000,000 or the investment decisions of which are made by a plan fiduciary (as defined in Section 3(21) of ERISA) which is a bank, savings and loan association, insurance company, or registered investment adviser.
v.	☐	A revocable trust of which all the grantors are natural persons which are Accredited Investors. If this box is checked, please contact Alternatives Client Services.
vi.	☐	A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Interests of the Fund, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.
vii.	☐	An entity (other than a trust) all the equity owners of which are Accredited Investors.  If this box is checked, the investor hereby makes the representations, warranties and covenants listed in footnote 4.3

“Net Worth” means the excess of a person’s total assets, valued at fair market value, over total liabilities; provided that for purposes of calculating Net Worth (i) the person’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence as of the applicable subscription date, shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the subscription date exceeds the amount outstanding 60 days before the subscription date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence as of the applicable subscription date shall be included as a liability.

² Note that for purposes of items (v) and (vii) of this Question 6(d), the term “Accredited Investor” includes a natural person (i) whose Net Worth (as defined below), individually or with his or her spouse, exceeds $1,000,000 or (ii) with individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years, with a reasonable expectation of reaching the same income level in the current year.

³ Investor hereby represents, warrants and covenants with respect to each stockholder, partner, member or other beneficial owner of the investor (each, a “Beneficial Owner”) that: (i) the investor is sufficiently familiar with each such Beneficial Owner’s regulatory status and/or asset ownership to make representations on each such Beneficial Owner’s behalf; (ii) each such Beneficial Owner qualifies as an “accredited investor” under one or more of the provisions of this set forth in this Supplement to Subscription Agreement for Entities or the Supplement to Subscription Agreement for Individuals; (iii) the Fund may rely on the investor’s representations on behalf of each such Beneficial Owner hereunder to the same extent as if each such Beneficial Owner had completed this Supplement to Subscription Agreement for Entities or the Supplement to Subscription Agreement for Individuals; and (iv) the investor shall permit no direct or indirect transfer of beneficial interests in the investor that at any time would result in any of the representations contained in clauses (i)-(iii) ceasing to be true.

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viii.	☐	An entity, of a type not listed above, not formed for the specific purpose of acquiring Interests of the Fund, owning investments in excess of $5,000,000.  For the purposes of this Supplement, “investments” is defined in Rule 2a51-1(b) under the Investment Company Act (which definition is summarized below in footnote 5).4
ix.	☐	A “family office,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act with assets under management in excess of $5,000,000 not formed for the specific purpose of acquiring Interests of the Fund, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
x.	☐	A “family client,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act of a family office meeting the requirements in paragraph (ix) above and whose prospective investment in the Interests is directed by such family office.
xi.	☐	None of the above.

d. Is the investor a “Qualified Institutional Buyer,” as defined under Rule 144A under the Securities Act?⁵ (Note that the investor is not required to be a Qualified Institutional Buyer to invest in the Fund.)

☐ Yes ☐ No

⁴ By way of summary, “Investments” include any or all:  (i) securities (as defined in Section 2(a)(1) of the Securities Act), except for securities of an issuer that controls, is controlled by, or is under common control with the investor, unless that issuer is (A) an investment company, a company that would be an investment company but for an exclusion provided by Sections 3(c)(1) through 3(c)(9) of the Investment Company Act or the exemptions provided by Section 270.3a 6 or 270.3a 7 of the CFR, or a commodity pool; (B) a company that files reports pursuant to Section 13 or 15(d) of the Exchange Act, or has a class of securities that are listed on a “designated offshore securities market” as such term is defined by Regulation S under the Securities Act; (C) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the investor will acquire the Interests in a Fund; (ii) real estate held for investment purposes; (iii) publicly-traded commodity futures interests, including options thereon, or physical commodities held for investment purposes; (iv) certain financial contracts entered into for investment purposes, including swaps, options and repurchase agreements; (v) if the investor is a commodity pool or company that would be an investment company except that it is relying on an exception provided in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, any amounts payable to the investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and (vi) cash or cash equivalents held for investment purposes (including bank deposits, certificates of deposit, bankers’ acceptances and similar bank instruments and the net cash surrender value of an insurance company).  Note that, generally, the amount of any indebtedness incurred to acquire an Investment must be deducted.  Investments do not include assets which do not reflect experience in the financial markets, such as jewelry, art work, antiques and other collectibles.

⁵ Pursuant to Rule 144A under the Securities Act, a “Qualified Institutional Buyer” generally includes: (i) any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100,000,000 in securities of issuers that are not affiliated with the entity: (A) any insurance company as defined in Section 2(a)(13) of the Securities Act (Note: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act, which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company); (B) any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act; (C) any Small Business Investment Company licensed by the US Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act ; (D) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; (E) any employee benefit plan within the meaning of Title I of ERISA; (F) any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in clause (E) or (F) above, except trust funds that include as participants IRAs or H.R. 10 plans; (G) any business development company as defined in Section 202(a)(22) of the Advisers Act; (H) any organization described in Section 501(c)(3) of the Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company or Massachusetts or similar business trust; and (I) any investment adviser registered under the Advisers Act; and (J) any institutional accredited investor, as defined in Rule 501(a) under the Securities Act, of a type not listed in the preceding clauses (i)(A) through (i)(I) or the following clauses (ii) through (vi); (ii) any dealer registered pursuant to Section 15 of the Exchange Act, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10,000,000 of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer, (iii) any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer, (iv) any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100,000,000 in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies (meaning any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this definition each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor)), (v) any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers, and (vi) any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100,000,000 in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the subscription date in the case of a US bank or savings and loan association, and not more than 18 months preceding such date for a foreign bank or savings and loan association or equivalent institution.  For purposes of this definition, the aggregate amount of securities owned and invested on a discretionary basis by an entity must be determined in the manner provided in Rule 144A under the Securities Act.

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IN WITNESS WHEREOF, the undersigned investor has executed this Supplement to Subscription Agreement.

Print Name of Entity Investor (Must Match Investor Name on Page 1 of the Master Subscription Agreement)

Signature of Authorized Representative

X

Print Name

Print Title

Date

Signature of Additional Authorized Representative (If Required)

X

Print Name

Print Title

Date

If the investor’s Capital Commitment is accepted, such acceptance will be evidenced by the execution on behalf of the Fund of the signature page (a copy of which will be delivered to the investor), and will be deemed effective as of the date specified on such signature page.

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CAPITAL COMMITMENT ACCEPTED:

The undersigned hereby accepts the Capital Commitment set forth in Section 1(a) above on behalf of the Fund.

BlackRock Direct Lending Corp.

Signature of Authorized Representative

X

Print Name

Print Title

Date

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EX-10.1

Exhibit 10.1

INVESTMENT MANAGEMENT AGREEMENT

dated as of                         , 2020

BY AND BETWEEN

BlackRock Direct Lending Corp.

a Delaware Corporation

AND

BlackRock Capital Investment Advisors, LLC

a Delaware limited liability company

TABLE OF CONTENTS

1.	General Duties of the Investment Manager	1
2.	[Reserved]	2
3.	No Joint Venture	2
4.	Limitations Relating to Investments.	3
5.	Brokerage	3
6.	Compensation	3
7.	Expenses	5
8.	Services to Other Companies or Accounts	7
9.	Duty of Care and Loyalty	8
10.	Indemnification.	8
11.	Term of Agreement; Events Affecting the Investment Manager; Survival of Certain Terms	9
12.	Power of Attorney; Further Assurances.	10
13.	Amendment of this Agreement	10
14.	Notices	10
15.	Binding Nature of Agreement; Successors and Assigns	10
16.	Entire Agreement	11
17.	Costs and Expenses	11
18.	Books and Records	11
19.	Titles Not to Affect Interpretation	11
20.	Provisions Separable	11
21.	Governing Law	11
22.	Execution in Counterparts	11

INVESTMENT MANAGEMENT AGREEMENT

 This Investment Management Agreement (this “Agreement”), dated as of                         , 2020 (the “Effective Date”), is made by and between BlackRock Direct Lending Corp. (the “Company”), a Delaware corporation which has elected to be treated as a business development company under the Investment Company Act of 1940 (the “1940 Act”), and BlackRock Capital Investment Advisors, LLC (the “Investment Manager”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

  NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.     General Duties of the Investment Manager. Subject to the direction and control of the Company’s Board of Directors (the “Board”) and subject to and in accordance with the terms of the Company’s certificate of incorporation (the “Certificate of Incorporation”), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets and perform the duties set forth herein, and shall have such other powers with respect to the investment related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoing. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subject. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

(a)          identifying and originating debt securities or debt obligations, including bank loans or interests therein (“Debt Obligations”); stock, warrants or other equity securities (“Securities”); and any other investments of any type of asset the Company is not prohibited by agreement or applicable law from investing in (all such assets together with Securities and Debt Obligations, “Investments”) to be purchased by the Company, selecting the dates for such purchases, and purchasing or directing the purchase of such Investments on behalf of the Company;

(b)          identifying Investments owned by the Company to be sold by the Company, selecting the dates for such sales, and selling such Investments on behalf of the Company;

(c)          negotiating and entering into, on behalf of the Company, documentation providing for the purchase and sale of Investments, including without limitation, confidentiality agreements and commitment letters;

(d)          structuring the terms of, and negotiating, entering into and/or consenting to, on behalf of the Company, documentation relating to Investments to be purchased, held, exchanged or sold by the Company, including any amendments, modifications or supplements with respect to such documentation;

(e)          exercising, on behalf of the Company, rights and remedies associated with Investments, including without limitation, rights to petition to place an obligor or issuer in bankruptcy proceedings, to vote to accelerate the maturity of an Investment, to waive any default, including a payment default, with respect to an Investment and to take any other action which the Investment Manager deems necessary or appropriate in its discretion in connection with any restructuring, reorganization or other similar transaction involving an obligor or issuer with respect to an Investment, including without limitation, initiating and pursuing litigation;

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(f)          responding to any offer in respect of Investments by tendering the affected Investments, declining the offer, or taking such other actions as the Investment Manager may determine;

(g)          exercising all voting, consent and similar rights of the Company on its behalf in accordance with the Investment Manager’s proxy voting guidelines and advising the Company with respect to matters concerning the Investments;

(h)          advising and assisting the Company with respect to the valuation of the assets;

(i)          retaining legal counsel and other professionals (such as financial advisers) to assist in the structuring, negotiation, documentation, administration and modification and restructuring of Investments;

(j)          the Investment Manager may invest all or a portion of the Company’s assets in one or more subsidiaries; and

(k)          in the event that the Company determines to utilize a capital call facility, the Investment Manager shall arrange for such facility on the Company’s behalf, subject to the oversight and approval of the Board of Directors.

2.    [Reserved]

3.    No Joint Venture.

(a)          Nothing in this Agreement shall be deemed to create a joint venture or partnership between the parties with respect to the arrangements set forth in this Agreement. For all purposes hereof, the Investment Manager shall be deemed to be an independent contractor.

(b)        The Investment Manager will not be bound to follow any document to which the Company is a party or to which it is subject (or any amendment thereto) until it has received written notice thereof and until it has received a copy of the amendment; provided that if any such amendment materially and adversely affects the rights or duties of the Investment Manager, the Investment Manager shall not be obligated to respect or comply with the terms of such amendment unless it consents thereto. Subject to the fiduciary duty of the Board, the Company agrees that it shall not permit any such agreement or amendment to become effective unless the Investment Manager has been given prior written notice of such amendment and has consented thereto in writing.

(c)         The Investment Manager may, with respect to the affairs of the Company, consult with such legal counsel, accountants and other advisors as may be selected by the Investment Manager. The Investment Manager shall be fully protected, to the extent permitted by applicable law, in acting or failing to act hereunder if such action or inaction is taken or not taken in good faith by the Investment Manager in accordance with the advice or opinion of such counsel, accountants or other advisors. The Investment Manager shall be fully protected in relying upon any writing signed in the appropriate manner with respect to any instruction, direction or approval of any of the Board and may also rely on opinions of the Investment Manager’s counsel with respect to such instructions, directions and approvals. The Investment Manager shall also be fully protected when acting upon any instrument, certificate or other writing the Investment Manager believes in good faith to be genuine and to be signed or presented by the proper person or persons. The Investment Manager shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained if the Investment Manager in good faith believes the same to be genuine.

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4.    Limitations Relating to Investments.

(a)          Investments Requiring the Investment Committee’s Approval. The Investment Manager will maintain the existence of an Investment Committee (the “Investment Committee”). The Investment Manager shall have the right to appoint any number of voting and non-voting members to the Investment Committee. The Investment Manager may appoint or remove any persons to or from the Investment Committee in its sole discretion. The Investment Committee will review and discuss the purchase and sale of all Investments other than short-term Investments in high quality debt, securities maturing in less than 367 days or investment funds whose portfolios at all times have an effective duration of less than 367 days and other than hedging and risk management transactions, and approval by a majority vote of the voting members of the Investment Committee will be required prior to the purchase or sale of any Investment required to be reviewed by the Investment Committee.

(b)          Investments. The Investment Manager may cause the Company from time to time to purchase, sell and take any other actions with respect to Investments.

(c)          Company is not a Bank. The Investment Manager may not purchase any Debt Obligation if the related credit agreement, note, indenture or other documentation by its terms requires any such purchase to be made only by a bank, savings and loan, thrift, trust company or other similar deposit-taking institution.

(d)          Origination Fees. The Company shall, except to the extent the Investment Manager determines such sharing could cause the Company to fail to satisfy any requirement for qualification as a regulated investment company under Subchapter M of the Code, receive its pro-rata share, measured by the amount invested or proposed to be invested by the investors in any Investment, of any origination, structuring, or similar fees normally payable to lenders or structurers as compensation for services (“Origination or Similar Fees”) payable with respect to any Investment, whether or not any other investment funds or accounts for which the Investment Manager or its affiliated persons acts as investment adviser share in such fees. Notwithstanding anything herein, in the Certificate of Incorporation or in any other document to the contrary, to the extent that any Origination or Similar Fees with respect to the Company’s share of such Investment are paid to the Investment Manager or any of its affiliated persons as additional compensation, such amount shall be reimbursed to the Company unless the exception to the preceding sentence is in effect, in which case such amount shall be paid to the other accounts participating in such Investment or returned to the party paying such Origination or Similar Fees.

(e)          Co-Investments. The Company may not co-invest with any account managed by the Investment Manager or its affiliated persons in any Investment except in accordance with applicable law, including any exemptive order applicable to the Company.

5.      Brokerage. The Investment Manager shall effect all purchases and sales of securities in a manner consistent with the principles of best execution, taking into account net price (including commissions) and execution capability and other services which the broker or other intermediary may provide. In this regard, the Investment Manager may effect transactions which cause the Company to pay a commission in excess of a commission which another broker or other intermediary would have charged; provided, however, that the Investment Manager shall have first determined that such commission is reasonable in relation to the value of the brokerage or research services performed by that broker or other intermediary or that the Company is the sole beneficiary of the services paid for by such broker or other intermediary.

6.    Compensation.

(a)          The Investment Manager, for its services to the Company, will be entitled to receive a management fee (the “Base Management Fee”) from the Company and an incentive fee (the “Incentive Fee”). The Base Management Fee will be calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) and payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. For the period from the date the Company first issues common shares to one or more investors (other than the Investment Manager and its affiliates) (the “Commencement Date”) through the end of the first calendar quarter after the Commencement Date, no Base Management Fee will be payable. Subsequently, the Base Management Fee will be calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The Base Management Fees for any partial quarter will be appropriately pro rated.

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(b)          For purposes of this Agreement, the total assets of the Company shall be calculated pursuant to the procedures adopted by the Board for calculating the value of the Company’s assets.

(c)          The Incentive Fee will consist of two components. Each component of the Incentive Fee will be calculated and, if due, paid quarterly in arrears.

(d)          The ordinary income component of the Incentive Fee is calculated as follows:

The ordinary income component will be the amount, if positive, equal to 12.5% of the cumulative net ordinary income before incentive compensation, less cumulative ordinary income incentive compensation previously paid. Notwithstanding the foregoing provision, the Company will not be obligated to pay any ordinary income Incentive Fee to the extent such amount would exceed 12.5% of the cumulative total return of the Company that exceeds a 6.857143% annual return on daily weighted average unreturned capital contributions, plus all of the cumulative total return that exceeds a 6.0% annual return on daily weighted average unreturned capital contributions but is less than a 6.857143% annual return on daily weighted average unreturned capital contributions, less cumulative ordinary income and capital gains incentive compensation previously paid.

(e)          The capital gains component of the Incentive Fee is calculated as follows:

 The capital gains component will be the amount, if positive, equal to 12.5% of the cumulative realized capital gains (computed net of cumulative realized losses and cumulative net unrealized capital depreciation, if any), less cumulative capital gains incentive compensation previously paid or distributed. The capital gains component will be paid in full prior to payment of the ordinary income component. Notwithstanding the foregoing provision, the Company will not be obligated to pay any capital gains Incentive Fee to the extent such amount would exceed 12.5% of the cumulative total return of the Company that exceeds a 6.857143% annual return on daily weighted average unreturned capital contributions, plus all of the cumulative total return that exceeds a 6.0% annual return on daily weighted average unreturned capital contributions but is less than a 6.857143% annual return on daily weighted average unreturned capital contributions, less cumulative ordinary income and capital gains incentive compensation previously paid.

(f)          For purposes of the foregoing computations and the total return limitation:

(i)          “cumulative” means amounts for the period commencing on the Commencement Date and ending as of the applicable calculation date.

(ii)           “ordinary income before incentive compensation” means the Company’s interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees received from portfolio companies) during the period, minus the Company’s operating expenses during the period (including the base management fee, expenses payable under the administration agreements, any interest expense and any dividends paid on any issued and outstanding preferred stock), plus increases and minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as changes in unreturned capital contributions, and without reduction for any incentive compensation and any organization or offering costs, in each case determined on an accrual and consolidated basis.

(iii)          “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis.

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(iv)          “unreturned capital contributions” means the proceeds to the Company of all issuances of common shares, less all distributions by the Company to the holders of common shares representing a return of capital.

7.     Expenses. The Company will be responsible for paying the compensation of the Investment Manager. In addition, the Company will generally be responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Investment Manager and its affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

(a)          the Company's business, affairs and operations, including any private placement fees, sales commissions, appraisal fees, taxes, brokerage fees and commissions, underwriting commissions and discounts, expenses related to short sales, indemnification obligations, legal, accounting, research, auditing, information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), consulting (including consulting and retaining fees and other compensation paid to consultants performing investment initiatives and other similar consultants), tax, investment banking, information services, title, transfer, registration, loan agency services (including any third party service providers related to the foregoing) and other professional fees, expenses of filings and registrations;

(b)          activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, of actual and potential investments (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, investment bankers, lenders, third-party diligence software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful;

(c)          investment transactions that are not consummated, including break-up fees and other “broken deal” costs, and legal, accounting, investment banking, consulting, information services and other professional fees related thereto;

(d)          compensation of the independent directors of the Company;

(e)          the preparation of audits, financial and tax reports, portfolio valuations and tax returns of the Company, including fees and out-of-pocket expenses of any service company retained to provide accounting and bookkeeping services to the Company;

(f)          all ongoing legal and compliance costs of the Company (including any costs associated with complying with any tax reporting regime) and the costs of prosecuting or defending any legal action for or against the Company;

(g)          all extraordinary professional fees incurred in connection with the business or management of the Company;

(h)          all indemnification, contribution and similar obligations of the Company;

(i)          indebtedness of, or guarantees made by, the Company (including any credit facility, letter of credit or similar credit support), including interest with respect thereto, or seeking to put in place any such indebtedness or guarantee, and principal and interest on, and fees and expenses arising out of, all permitted borrowings (including any credit facility, letter of credit or similar credit support) made by the Company and costs and expenses incurred in connection with seeking to put in place such borrowings (including, but not limited to, financing, commitment, origination and similar fees and expenses) and costs of reporting to the Company's creditors;

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(j)          any hedging transactions (including currency hedging and other types of hedging), including in respect of the Company and/or its investments;

(k)          any litigation, indemnification, judgments, settlements, director and officer liability or other insurance, including reasonable premiums for insurance protecting the Company, any of its affiliates and any of its employees and agents, and all other extraordinary expenses or liabilities of the Company (including fees, costs and expenses that are classified as extraordinary expenses under U.S. GAAP);

(l)          all administrative costs and expenses of the Company, including the fees of, and reasonable out of pocket expenses incurred by, any administrator and/or any other agent appointed by the Company properly incurred by them, including any fees and expenses of custodians, transfer and distribution agents;

(m)          reporting to the Company's shareholders, conducting shareholder meetings and the solicitation of Shareholder consents, proxy expenses and expenses of communications to investors;

(n)          any governmental and regulatory filings and reporting requirements and other tax or regulatory requirements in respect of the Company (including costs related to regulatory compliance and government filings) and costs of responding to regulatory inquiries;

(o)          all expenses of dissolving and winding up the Company;

(p)          any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company;

(q)          any supplements or amendments to or restatements of, and waivers, consents or approvals pursuant to, the constituent documents of the Company and any related entities, including the preparation, distribution and implementation thereof;

(r)          distributions or dividends;

(s)          all ongoing legal, regulatory, listing, share trustee and compliance costs, including the costs of any third-party consultants (including any costs associated with the implementation of and/or compliance with any change of law or regulation applicable to the Company) of the Company, including third-party consultants engaged by the Company or the Investment Manager in connection with the Company's regulatory or compliance reporting or the Investment Manager's regulatory or compliance reporting arising from the operation of the Company;

(t)          agreements (including letter agreements) entered into with any investor or potential investor, and modifications and amendments to, and compliance with, such agreements;

(u)          printing and mailing, communications, marketing and publicity;

(v)          expenses relating to transfers of interests (although as determined by the Investment Manager in its sole discretion, the Company may require the transferor of (or the party withdrawing) Interests to pay the expenses relating to the transfer);

(w)          the Company's allocable share of all costs and expenses (including taxes) related to entities in which the Company holds an interest that are established to hold investments;

(x)          travel, lodging, meals or entertainment expenses relating to any of the foregoing, provided that any applicable travel expenses incurred as organizational or operating expenses shall not be charged to or borne by the Company at a cost exceeding the cost of available first-class commercial airfare;

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(y)          any additional amounts in order for the Company to comply with any transfer pricing requirements, to the extent required by applicable law, in each case to the extent any such additional amounts are calculated on an arm’s-length basis; and

(z)          any VAT payable in respect of any of the foregoing expenses, fees or costs.

On behalf of the Company, the Investment Manager may advance payment of any such fees and expenses of the Company, and the Company shall reimburse the Investment Manager therefor within 30 days following written request from the Investment Manager. Nothing in this Section 7 shall limit the ability of the Investment Manager to be reimbursed by any Person (including issuers or obligors of securities, instruments or obligations owned by the Company) for out-of-pocket expenses incurred by the Investment Manager in connection with the performance of services hereunder. The Investment Manager shall maintain complete and accurate records with respect to costs and expenses and shall furnish the Board with receipts or other written vouchers with respect thereto upon request of the Board.

Expenses associated with the general overhead of the Investment Manager will not be covered by the Company. The Investment Manager will be responsible for, without reimbursement by the Company, all of its own day-to-day operating expenses, such as compensation of its professional staff and the cost of office space, office supplies, communications, utilities and other such normal overhead expenses. The Investment Manager will also be responsible for all legal, filing and other fees and expenses incurred in connection with the Investment Manager’s registration and compliance with the Advisers Act and any related foreign laws, including: (i) all fees and expenses related to registration as an investment adviser under the Advisers Act and any related foreign laws, and the maintenance of such registration, and (ii) all fees and costs relating to the filing of the Form ADV of the Investment Manager (provided, that any compliance fees and costs that relate directly to the affairs of the Company (and not BlackRock-managed entities generally), including (but not limited to) costs of custodians and foreign registrations, shall be expenses of the Company). For the avoidance of doubt, operating expenses will be borne by the Company and will not be considered administrative and overhead expenses of the Investment Manager.

8.     Services to Other Companies or Accounts.

(a)          The Investment Manager and its affiliated persons, employees or associates are in no way prohibited from, and intend to, spend substantial business time in connection with other businesses or activities, including, but not limited to, managing investments, advising or managing entities whose investment objectives are the same as or overlap with those of the Company, participating in actual or potential investments of the Company or any other person, providing consulting, merger and acquisition, structuring or financial advisory services, including with respect to actual, contemplated or potential investments of the Company, or acting as a director, officer or creditors’ committee member of, adviser to, or participant in, any corporation, partnership, trust or other business entity. The Investment Manager and its affiliated persons may, and expect to, receive fees or other compensation from third parties for any of these activities, which fees will be for the benefit of their own account and not the Company.

(b)          In addition, the Investment Manager and its affiliated persons may manage accounts other than the Company that invest in assets eligible for purchase by the Company.

(c)          The Company may have the ability, under certain circumstances, to take certain actions that would have an adverse effect on accounts other than the Company. In these circumstances, the Investment Manager and its affiliated persons will act in a manner believed to be equitable to the Company and such other accounts, including co-investment in accordance with applicable laws, including the conditions of any exemptive relief obtained by the Company and the Investment Manager.

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9.     Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.

10.  Indemnification.

(a)          To the fullest extent permitted by applicable law, each of the Indemnified Persons shall be held harmless and indemnified by the Company (out of its assets and not out of the separate assets of any shareholder) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnified Person may be or may have been involved as a party or otherwise (other than as authorized by the Directors, as the plaintiff or complainant) or with which such Indemnified Person may be or may have been threatened, while acting in such Person’s capacity as an Indemnified Person, except with respect to any matter as to which such Indemnified Person shall not have acted in good faith in the reasonable belief that such person’s action was in the best interest of the Company or, in the case of any criminal proceeding, as to which such Indemnified Person shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that an Indemnified Person shall only be indemnified hereunder if (i) such Indemnified Person’s activities do not constitute Disabling Conduct and (ii) there has been a determination (a) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification was brought that such Indemnified Person is entitled to indemnification or, (b) in the absence of such a decision, by (1) a majority vote of a quorum of those Directors who are neither “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (the “Disinterested Non-Party Directors”) that the Indemnified Person is entitled to indemnification, or (2) if such quorum is not obtainable or even if obtainable, if a majority so directs, independent legal counsel in a written opinion that concludes that the Indemnified Person should be entitled to indemnification. Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnified Person as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnified Person was authorized by a majority of the Directors. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (b) below.

(b)          The Company shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Company receives a written affirmation by the Indemnified Person of the Indemnified Person’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Company unless it is subsequently determined that he is entitled to such indemnification and if a majority of the Directors determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the Indemnified Person shall provide adequate security for his undertaking, (ii) the Company shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Directors, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the Indemnified Person ultimately will be found entitled to indemnification. Notwithstanding the above, the Company shall not make advance payments in connection with the expenses of defending any action against an Indemnified Person with respect to which indemnification might be sought hereunder if such action against an Indemnified Person was commenced by at least 66 2/3% of the outstanding common shares of the Company that are not held by affiliated persons of the Investment Manager.

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(c)          The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which he may be lawfully entitled.

(d)          Each Indemnified Person shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Company, upon an opinion of counsel, or upon reports made to the Company by any of the Company’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Directors, officers or employees of the Company, regardless of whether such counsel or other person may also be a Director.

(e)          Notwithstanding the above, the Company shall not indemnify an Indemnified Party with respect to any losses arising out of an action or claim brought against the Company by an Indemnified Party.

11.   Term of Agreement; Events Affecting the Investment Manager; Survival of Certain Terms.

(a)          This Agreement shall become effective on the Effective Date and, unless sooner terminated by the Company or Investment Manager as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Company for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (i) the vote of a majority of the Board or the vote of a majority of the outstanding voting securities of the Company at the time outstanding and entitled to vote, and (ii) by the vote of a majority of the Directors who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Company at any time, without the payment of any penalty, upon giving the Investment Manager 60 days’ notice (which notice may be waived by the Investment Manager), provided that such termination by the Company shall be directed or approved by the vote of a majority of the Directors of the Company in office at the time or by the vote of the holders of a majority of the voting securities of the Company at the time outstanding and entitled to vote, or by the Investment Manager on 120 days’ written notice (which notice may be waived by the Company).

(b)          This Agreement will also immediately terminate in the event of its assignment. As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings as such terms are given in the 1940 Act. Notwithstanding anything herein to the contrary, the Investment Manager may transfer its rights and obligations under this Agreement to an affiliate of the Investment Manager provided, that such transaction does not constitute an assignment, as defined in the 1940 Act.

(c)          Notwithstanding anything herein to the contrary, Sections 6(c), 7, 9 and 10 of this Agreement shall survive any termination hereof.

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(d)          From and after the effective date of termination of this Agreement, the Investment Manager and its affiliated persons shall not be entitled to compensation for further services hereunder, but shall be paid all compensation and reimbursement of expenses accrued to the date of termination. Upon such termination, and upon receipt of payment of all compensation and reimbursement of expenses owed, the Investment Manager shall as soon as practicable (and in any event within 90 days after such termination) deliver to the Company all property (to the extent, if any, that the Investment Manager has custody thereof) and documents of the Company or otherwise relating to the assets of the Company then in the custody of the Investment Manager (although the Investment Manager may keep copies of such documents for its records). The Investment Manager agrees to use reasonable efforts to cooperate with any successor investment manager in the transfer of its responsibilities hereunder, and will, among other things, provide upon receipt of a written request by such successor investment manager any information available to it regarding any assets of the Company. The Investment Manager agrees that, notwithstanding any termination, it will reasonably cooperate in any proceeding arising in connection with this Agreement, any other agreement of which the company is subject or any Investment (excluding any such proceeding in which claims are asserted against the Investment Manager or any affiliated person of the Investment Manager) upon receipt of appropriate indemnification and expense reimbursement.

12.  Power of Attorney; Further Assurances.

  In addition to the power of attorney granted to the Investment Manager in Section 1 of this Agreement, the Company hereby makes, constitutes and appoints the Investment Manager, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, in accordance with the terms of this Agreement (a) to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents which the Investment Manager reasonably deems necessary or appropriate in connection with its investment management duties under this Agreement and as required by the 1940 Act and (b) to (i) subject to any policies adopted by the Board with respect thereto, exercise in its discretion any voting or consent rights associated with any securities, instruments or obligations included in the Company’s assets, (ii) execute proxies, waivers, consents and other instruments with respect to such securities, instruments or obligations, (iii) endorse, transfer or deliver such securities, instruments and obligations and (iv) participate in or consent (or decline to consent) to any modification, work-out, restructuring, bankruptcy proceeding, class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such securities, instruments and obligations. To the extent permitted by applicable law, this grant of power of attorney is irrevocable and coupled with an interest, and it shall survive and not be affected by the subsequent dissolution or bankruptcy of the Company; provided that this grant of power of attorney will expire, and the Investment Manager will cease to have any power to act as the Company’s attorney-in-fact, upon termination of this Agreement in accordance with its terms. The Company shall execute and deliver to the Investment Manager all such other powers of attorney, proxies, dividend and other orders, and all such instruments, as the Investment Manager may reasonably request for the purpose of enabling the Investment Manager to exercise the rights and powers which it is entitled to exercise pursuant to this Agreement. Each of the Investment Manager and the Company shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations and the terms of this Agreement.

13.   Amendment of this Agreement. No provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act. The Company shall promptly provide a copy of any such amendment or waiver to any party entitled thereto.

14.   Notices. Unless expressly provided otherwise herein, any notice, request, direction, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received if sent by hand or by overnight courier, when personally delivered, if sent by telecopier, when receipt is confirmed by telephone, or if sent by registered or certified mail, postage prepaid, return receipt requested, when actually received if addressed as set forth below:

(a) If to the Company:

BlackRock Direct Lending Corp., 2951 28^th Street, Suite 1000, Santa Monica, CA 90405.

(b) If to the Investment Manager:

 BlackRock Capital Investment Advisors, LLC 2951 28^th Street, Suite 1000, Santa Monica, CA 90405.

Either party to this Agreement may alter the address to which communications or copies are to be sent to it by giving notice of such change of address in conformity with the provisions of this Section 14.

15.   Binding Nature of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as provided herein.

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16.   Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

17    Costs and Expenses. The costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiation, preparation and execution of this Agreement, and all matters incident thereto, shall be borne by the Company.

18.   Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Manager hereby agrees that all records which it maintains for the Company in its capacity as Investment Manager are the property of the Company and further agrees to surrender promptly to the Company any such records upon the Company’s request. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records maintained by it in its capacity as Investment Manager that are required to be maintained by Rule 31a-1 under the 1940 Act.

19.   Titles Not to Affect Interpretation. The titles of sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

20.   Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and, to the extent permitted by applicable law, no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

21.   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and, to the extent inconsistent therewith, the 1940 Act.

22.   Execution in Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

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  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BLACKROCK DIRECT LENDING CORP.
By:
	Name:
	Title:
BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

ADMINISTRATION AGREEMENT

AGREEMENT (this "Agreement") made as of                        , 2020 by and between BlackRock Direct Lending Corp., a Delaware corporation (hereinafter referred to as the "Company"), and Blackrock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the "Administrator").

W I T N E S S E T H:

WHEREAS, the Company has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (hereinafter referred to as the "1940 Act");

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:

1.           Duties of the Administrator.

(a)          Employment of Administrator.  The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses as provided for below. The Administrator and any such other persons providing services arranged for by the Administrator shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.

(b)          Services.  The Administrator shall perform (or oversee, or arrange for, the performance by third parties of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board of Directors of the Company, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Company's Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain and shall prepare all reports and other materials required by any agreement or to be filed with the Securities and Exchange Commission (the "SEC") or any other regulatory authority, including reports on Forms 8-K, 10-Q and periodic reports to stockholders, determining the amounts available for distribution as dividends and distributions to be paid by the Company to its shareholders, review and implementation of any share purchase programs authorized by the Board and maintaining or overseeing the maintenance of the books and records of the Company as required under the 1940 Act and maintaining (or overseeing maintenance by other persons) such other books and records required by law or for the proper operation of the Company. In addition, the Administrator will assist the Company in determining and publishing the Company's net asset value, overseeing the preparation and filing of the Company's tax returns, and the printing and dissemination of reports to stockholders of the Company, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others.

2.           Records.  The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder and, if required by any applicable statutes, rules and regulations, including without limitation, the 1940 Act, will maintain and keep such books, accounts and records in accordance with such statutes, rules and regulations. In compliance with the requirements of Rule  31a-3 under the 1940 Act, the Administrator agrees that all records that it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Company pursuant to Rule  31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule  31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.  The Administrator may engage one or more third parties to perform all or a portion of the foregoing services.

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3.           Confidentiality.  The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information of natural persons pursuant to Regulation  S-P of the SEC, shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

4.           Compensation; Allocation of Costs and Expenses.

(a)          Compensation. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including payments under this Agreement to the Administrator in an amount equal to the Company’s allocable portion of overhead and other expenses incurred by the Administrator or its affiliate in performing its obligations and services under this Agreement, such as rent, license fees and other costs associated with computer software utilized in providing such obligations and services and the Company’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator for the Company. For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or its affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. Additionally, the Company shall bear all of the costs and expenses of any sub-administration agreements that the Administrator enters into.

(b)          Company Operating Costs.  The Company will generally be responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Administrators and its affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

(i) the Company's business, affairs and operations, including any private placement fees, sales commissions, appraisal fees, taxes, brokerage fees and commissions, underwriting commissions and discounts, expenses related to short sales, indemnification obligations, legal, accounting, research, auditing, information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), consulting (including consulting and retaining fees and other compensation paid to consultants performing investment initiatives and other similar consultants), tax, investment banking, information services, title, transfer, registration, loan agency services (including any third party service providers related to the foregoing) and other professional fees, expenses of filings and registrations;

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(ii) activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, of actual and potential investments (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, investment bankers, lenders, third-party diligence software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful;

(iii) investment transactions that are not consummated, including break-up fees and other “broken deal” costs, and legal, accounting, investment banking, consulting, information services and other professional fees related thereto;

(iv) compensation of the independent directors of the Company;

(v) the preparation of audits, financial and tax reports, portfolio valuations and tax returns of the Company, including fees and out-of-pocket expenses of any service company retained to provide accounting and bookkeeping services to the Company;

(vi) all ongoing legal and compliance costs of the Company (including any costs associated with complying with any tax reporting regime) and the costs of prosecuting or defending any legal action for or against the Company;

(vii) all extraordinary professional fees incurred in connection with the business or management of the Company;

(viii) all indemnification, contribution and similar obligations of the Company;

(ix) indebtedness of, or guarantees made by, the Company (including any credit facility, letter of credit or similar credit support), including interest with respect thereto, or seeking to put in place any such indebtedness or guarantee, and principal and interest on, and fees and expenses arising out of, all permitted borrowings (including any credit facility, letter of credit or similar credit support) made by the Company and costs and expenses incurred in connection with seeking to put in place such borrowings (including, but not limited to, financing, commitment, origination and similar fees and expenses) and costs of reporting to the Company's creditors;

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(x) any hedging transactions (including currency hedging and other types of hedging), including in respect of the Company and/or its investments;

(xi) any litigation, indemnification, judgments, settlements, director and officer liability or other insurance, including reasonable premiums for insurance protecting the Company, any of its affiliates and any of its employees and agents, and all other extraordinary expenses or liabilities of the Company (including fees, costs and expenses that are classified as extraordinary expenses under U.S. GAAP);

(xii) all administrative costs and expenses of the Company, including the fees of, and reasonable out of pocket expenses incurred by, any administrator and/or any other agent appointed by the Company properly incurred by them, including any fees and expenses of custodians, transfer and distribution agents;

(xiii) reporting to the Company's shareholders, conducting shareholder meetings and the solicitation of Shareholder consents, proxy expenses and expenses of communications to investors;

(xiv) any governmental and regulatory filings and reporting requirements and other tax or regulatory requirements in respect of the Company (including costs related to regulatory compliance and government filings) and costs of responding to regulatory inquiries;

(xv) all expenses of dissolving and winding up the Company;

(xvi) any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company;

(xvii) any supplements or amendments to or restatements of, and waivers, consents or approvals pursuant to, the constituent documents of the Company and any related entities, including the preparation, distribution and implementation thereof;

(xviii) distributions or dividends;

(xix) all ongoing legal, regulatory, listing, share trustee and compliance costs, including the costs of any third-party consultants (including any costs associated with the implementation of and/or compliance with any change of law or regulation applicable to the Company) of the Company, including third-party consultants engaged by the Company or the Administrator in connection with the Company's regulatory or compliance reporting or the Administrator's regulatory or compliance reporting arising from the operation of the Company;

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(xx) agreements (including letter agreements) entered into with any investor or potential investor, and modifications and amendments to, and compliance with, such agreements;

(xxi) printing and mailing, communications, marketing and publicity;

(xxii) expenses relating to transfers of interests (although the Company may require the transferor of (or the party withdrawing) Interests to pay the expenses relating to the transfer);

(xxiii) the Company's allocable share of all costs and expenses (including taxes) related to entities in which the Company holds an interest that are established to hold investments;

(xxiv) travel, lodging, meals or entertainment expenses relating to any of the foregoing, provided that any applicable travel expenses incurred as organizational or operating expenses shall not be charged to or borne by the Company at a cost exceeding the cost of available first-class commercial airfare;

(xxv) any additional amounts in order for the Company to comply with any transfer pricing requirements, to the extent required by applicable law, in each case to the extent any such additional amounts are calculated on an arm’s-length basis; and

(xxvi) any VAT payable in respect of any of the foregoing expenses, fees or costs.

On behalf of the Company, the Administrator may advance payment of any such fees and expenses of the Company, and the Company shall reimburse the Administrator therefor within 30 days following written request from the Administrator. Nothing in this Section 7 shall limit the ability of the Administrator to be reimbursed by any Person (including issuers or obligors of securities, instruments or obligations owned by the Company) for out-of-pocket expenses incurred by the Administrator in connection with the performance of services hereunder. The Administrator shall maintain complete and accurate records with respect to costs and expenses and shall furnish the Board with receipts or other written vouchers with respect thereto upon request of the Board.

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5.           Limitation of Liability of the Administrator; Indemnification.  The Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them (collectively, the "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator's duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Paragraph  5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator's duties or by reason of the reckless disregard of the Administrator's duties and obligations under this Agreement.

6.           Activities of the Administrator.  The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each other person providing services as arranged by the Administrator is free to render services to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as officers, directors, stockholders or otherwise.

7.           Duration and Termination of this Agreement.

(a)          This Agreement shall become effective as of the date hereof, and shall remain in force with respect to the Company for two years thereafter, and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i)  the Board of Directors of the Company and (ii)  a majority of those members of the Company's Board of Directors who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party.

(b)          This Agreement may be terminated at any time, without the payment of any penalty, by the Company by vote of the Company's Board of Directors, upon not less than 60  days' written notice to the Administrator (which notice may be waived by the Administrator) or by the Administrator, upon not less than 120  days' written notice to the Company (which notice may be waived by the Company).

8.           Amendments of this Agreement.  This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.

9.           Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign (as such term is defined in the 1940 Act and the regulations thereunder), delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party's rights and obligations hereunder.

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10.         Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and the applicable provisions of the 1940 Act, if any. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, if any, the latter shall control. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

11.         No Waiver.  The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.

12.         Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

13.         Headings.  The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

14.         Counterparts.  This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

15.         Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

16.         Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

BLACKROCK DIRECT LENDING CORP.

By:

Title:

BLACKROCK FINANCIAL MANAGEMENT, INC.

By:

Title:

EX-10.3

Exhibit 10.3

MASTER CUSTODIAN AGREEMENT

This Agreement is made as of       day of                       , 2020 (this “Agreement”), among BlackRock Direct Lending Corp. (the “Company”) and each of its subsidiaries identified on Appendix A and each additional subsidiary which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Customer” and collectively, the “Customers”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

WITNESSETH:

WHEREAS, each Customer desires for the Custodian to provide certain custodial services relating to securities and other assets of the Customer; and

WHEREAS, the Custodian is willing to provide the services upon the terms contained in this Agreement;

SECTION 1. DEFINITIONS. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-

7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:

“1940 Act” means the Investment Company Act of 1940, as amended from time to time.

“Board” means, in relation to a Customer, the board of directors, trustees or other governing body of the Customer.

“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment advisers.

“Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.

“Domestic securities” means securities held within the United States.

“Foreign securities” means securities primarily held outside of the United States.

“Held outside of the United States” means not held within the United States.

“Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.

“Investment Advisor” means the investment manager or investment advisor of the Company.

“On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.

“Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Customer, the Customer’s Investment Advisor, or an individual or organization duly authorized by the Customer or the Investment Advisor. The term includes standing instructions.

“SEC” means the U.S. Securities and Exchange Commission.

“UCC” means the Uniform Commercial Code of the State of New York as in effect from time to time.

“Underlying Portfolios” means collective investment vehicles with uncertificates shares or interests.

“Underlying Shares” means shares or other interests issued by an issuer of Underlying Portfolios.

“Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Customer to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.

“U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.

SECTION 2. EMPLOYMENT OF CUSTODIAN.

SECTION 2.1 GENERAL. Each Customer hereby employs the Custodian as a custodian of (a) securities and cash of each of Customer and (b) other assets of each of the Customers that the Custodian agrees to treat as financial assets. Each Customer agrees to deliver, or cause to be delivered, to the Custodian (i) all securities and cash of each Customer, (ii) all other assets of each Customer that such Customer desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Customer will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept or treat any asset that is not a security or cash as a financial asset.

Information Classification: Confidential
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SECTION 2.2 SUB-CUSTODIANS. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Customer appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Customer in the Proper Instructions. The Custodian may place and maintain each Customer’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.

SECTION 2.3 RELATIONSHIP. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Customer is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Customer is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Customer. The Custodian does not otherwise agree to treat cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.

SECTION 3. ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES.

 

SECTION 3.1 HOLDING SECURITIES. The Custodian may deposit and maintain securities or other financial assets of a Customer in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Customer, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Customer and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Customer all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Customer, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian in the United States, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder and the Custodian shall be responsible for the acts and omissions of its agents hereunder as if performed by the Custodian hereunder. The Custodian may at any time or times in its discretion remove a bank or trust company as the Custodian’s agent.

Information Classification: Confidential
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SECTION 3.2 REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Customer or in the name of any nominee of a Customer or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Customer under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Customer directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due the Customer on the securities and other financial assets and to notify the Customer of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

SECTION 3.3 BANK ACCOUNTS. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Customer, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Customer, other than cash maintained by the Customer in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Customer may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

SECTION 3.4 COLLECTION OF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Customer shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Customer as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Customer in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Customer may be charged at the Custodian’s applicable rate for time credited.

SECTION 3.5 DELIVERY OUT. The Custodian shall release and deliver out domestic securities and other financial assets of a Customer held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Customer, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made.The Custodian shall pay out cash of a Customer upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Customer, specifying the amount of the payment and the person or persons to whom the payment is to be made.

Information Classification: Confidential
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SECTION 3.6 DEPOSIT OF CUSTOMER ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares of a Customer, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying Shares shall be limited to the following:

1) Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Customer, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Customer.

2) Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Customer, the Custodian shall pay out cash of the Customer as so directed to purchase the Underlying Shares and record the payment from the account of the Customer on the Custodian’s books and records.

3) Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Customer, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Customer on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Customer on the Custodian’s books and records.

SECTION 3.7 PROXIES. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Customer, if the securities or other financial assets are registered otherwise than in the name of the Customer or a nominee of the Customer, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Customer such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.

SECTION 3.8 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Customer all written information received by the Custodian from issuers of the securities and other financial assets being held for the Customer. The Custodian shall transmit promptly to the applicable Customer all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Customer all written information received by the Custodian regarding any class action or other collective litigation relating to Customer securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Customer, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Customer beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.

Information Classification: Confidential
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SECTION 4. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.

SECTION 4.1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Customer and with the agreement of the Foreign Custody Manager.

“Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5. “Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

“Foreign Assets” means, in relation to a Customer, any of the Customer’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Customer in those investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.

“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

SECTION 4.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

4.2.1 DELEGATION. Each Customer, by resolution adopted by its Board, has delegated to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Customers held outside the United States. The Custodian hereby accepts such delegation (the Custodian, in such delegated capacity, the Foreign Custody Manager). By giving at least 30 days’ prior written notice to the Customer, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Customer generally or, as the case may be, with respect to the Covered Foreign Country so designated.

Information Classification: Confidential
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4.2.2 EXERCISE OF CARE AS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.

4.2.3 FOREIGN CUSTODY ARRANGEMENTS. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Customers with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended by the Foreign Custody Manager from time to time upon notice to the Customers in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Customer to open an account, and to place and maintain Foreign Assets, for the Customer in each applicable Covered Foreign Country. Each Customer shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Customer for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Customer Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Customer for the Covered Foreign Country.

4.2.4 SCOPE OF DELEGATED RESPONSIBILITIES: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. The liability of the Foreign Custody Manager with respect to the acts or omissions of an Eligible Foreign Custodian is addressed in Section 14.4. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Customer.

Information Classification: Confidential
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4.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by making available to the Customer an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Customers described in this Section 4.2, make a written report to the Board containing a notification of the change.

4.2.6 REPRESENTATIONS. The Foreign Custody Manager represents to each Customer that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Customer represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Customers and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Customer in each Covered Foreign Country.

4.2.7 TERMINATION BY A CUSTOMER OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. By giving at least 30 days’ prior written notice to the Custodian, a Customer may terminate the delegation to the Custodian as the Foreign Custody Manager for the Customer. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Customer.

SECTION 4.3 MONITORING OF ELIGIBLE SECURITIES DEPOSITORIES. The Custodian shall (a) provide the Customer or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Customer or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.

SECTION 5. ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES.

 

SECTION 5.1. HOLDING SECURITIES. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Customers the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System, and shall provide or make available information to a Customer and such other persons as a Customer may designate with respect to the registration status of each Customer’s securities and a record of securities held by each Customer and such Customer’s respective interest therein. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Customers, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Customer maintained in the account shall identify those securities and other financial assets as belonging to the Customer and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.

Information Classification: Confidential
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SECTION 5.2. REGISTRATION OF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Customer or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. Each Customer agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Customer under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.

SECTION 5.3. INDEMNIFICATION BY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Customer’s election, a Customer shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Customer has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name with respect to an Eligible Foreign Custodian.

SECTION 5.4 BANK ACCOUNTS.

5.4.1 GENERAL. The Custodian shall identify on its books as for the account of the applicable Customer the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Customer of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Customer with an Eligible Foreign Custodian. The Custodian shall not maintain such cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Customer. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the State of New York. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency.

Information Classification: Confidential
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5.4.2 NON-U.S. BRANCH AND NON-U.S. DOLLAR DEPOSITS. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.

 

SECTION 5.5. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Customer shall be entitled. If extraordinary measures are required to collect the income or payment, the Customer and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Customer as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Customer in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Customer may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.

SECTION 5.6. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

5.6.1 DELIVERY OUT. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Customer and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of, and in accordance with, Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Customer only upon receipt of, and in accordance with, Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.

5.6.2 MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Customers and delivery of Foreign Assets maintained for the account of the Customers may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.

5.6.3 SETTLEMENT PRACTICES. The Custodian shall provide to the Customer or its Investment Advisor the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.

Information Classification: Confidential
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SECTION 5.7 SHAREHOLDER OR BONDHOLDER RIGHTS. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights, including delivery to the Customer of any proxies, proxy soliciting materials and all applicable notices, with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Customer to exercise shareholder and bondholder rights.

SECTION 5.8. COMMUNICATIONS. The Custodian shall transmit promptly to the applicable Customer written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Customer. The Custodian shall transmit promptly to the applicable Customer written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Customer all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Customer regarding any class action or other collective litigation relating to the Customer’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Customer for the Customer, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Customer beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.

SECTION 6. FOREIGN EXCHANGE.

SECTION 6.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

Information Classification: Confidential
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SECTION 6.2. CUSTOMER ELECTIONS. Each Customer (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Customer or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Customer (or its Investment Advisor) instructs the Custodian, on behalf of the Customer, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Customer, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Customer (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.

SECTION 6.3. CUSTOMER ACKNOWLEDGEMENT Each Customer acknowledges that in connection with all foreign exchange transactions entered into by the Customer (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Customer or its Investment Advisor;

(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Customer or its Investment Advisor; and

(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Customer or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Customer or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

SECTION 6.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Customer (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Customer (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Customer or the Investment Advisor.

SECTION 6A. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE/SALES).

SECTION 6A.1 GENERAL. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Customer on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Customer or the receipt of the proceeds of the sale or redemption of securities or other financial assets.

Information Classification: Confidential
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SECTION 6A.2 PROVISION OF SERVICES. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets

and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Customer, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Customer.

SECTION 6A.3 PURCHASE CONSIDERATION. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Customer as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market in accordance with prevailing standards for transactions by institutions. The Custodian shall promptly recredit the amount at the time that a Customer notifies the Custodian by Proper Instruction that the transaction has been canceled.

SECTION 6A.4 SALES AND REDEMPTIONS. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Customer as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market in accordance with prevailing standards for transactions by institutions. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Customer) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

SECTION 6A.5. REVERSALS OF PROVISIONAL CREDITS OR DEBITS. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Customer shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Customer to the Custodian and may be debited from any deposit or other account held for benefit of the Customer.

SECTION 7. TAX SERVICES.

SECTION 7.1 CUSTOMER INFORMATION. Each Customer will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Customer may be entitled that is not applicable to the general nationality and category of person to which the Customer belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Customer engages or proposes to engage in investment activity or where Customer assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Customer represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.

Information Classification: Confidential
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SECTION 7.2 TAX RESPONSIBILITY. The Customer shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Customer or any transactions related thereto. Subject to compliance by the Customer with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Customer pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Customer by the Custodian or otherwise, the Custodian may apply any credit balance in the Customer’s deposit account to the extent necessary to satisfy such Tax obligation. The Customer shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Customer, other than those Tax services as set out specifically in this Section 7. The Customer agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Customer.

SECTION 7.3 TAX RELIEF. The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to the preceding sentence and compliance by the Customer with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of the Customer. The Custodian shall provide information on reduction at source and tax reclaim processing in its Tax Entitlement Service Overview made available to the Customer on the Custodian’s customer portal, “my.statestreet.com.” The Custodian shall maintain tax entitlement accruals for possible tax benefits available in markets of investment and monitor tax entitlements and tax reclaim accruals based on existing situations in markets of investment with respect to the Customer’s entitlements. The Custodian shall facilitate communications to the Customer’s local tax consultants and Eligible Foreign Custodians with respect to reporting, payment and filing requirements regarding capital gains processing. Unless otherwise informed by the Customer, the Custodian shall be entitled to categorize a Customer in the relevant tax category according to its nationality, particulars of its organization and other relevant details supplied by the Customer.

SECTION 8.          [Reserved]

Information Classification: Confidential
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SECTION 9. PROPER INSTRUCTIONS.

SECTION 9. 1 FORM AND SECURITY PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Customer has followed any security procedures agreed to in writing from time to time by the applicable Customer and the Custodian.

Section 9.2 RELIANCE ON OFFICER’S CERTIFICATE. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Customer shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Customer. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.

Section 9.3 UNTIMELY PROPER INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.

SECTION 10. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.

The Custodian may in its discretion, without express authority from the applicable Customer:

1) Make payments to itself or others for normal and routine expenses to facilitate the settlement of securities transactions that are customary in the markets in which the Customer is trading and relating to the Custodian’s duties under this Agreement; provided that all such payments shall be accounted for to the Customer;

2) Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form;

3) Endorse for collection, in the name of the Customer, checks, drafts and other negotiable instruments; and

4) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Customer except as otherwise directed by the applicable Board.

 

Information Classification: Confidential
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SECTION 11. RESERVED.

SECTION 12. RECORDS.

The Custodian shall with respect to each Customer create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Customer under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Customer and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Customer and employees and agents of the SEC. The Custodian shall, at the Customer’s request, supply the Customer with a tabulation of securities owned by each Customer and held by the Custodian and shall, when requested to do so by the Customer and for such compensation as shall be agreed upon between the Customer and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Customer, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Customer by state or federal regulatory agencies, to produce the records of the Customer or the Custodian’s personnel as witnesses, the Customer agrees to pay the Custodian for the Custodian’s reasonable time and expenses, as well as the reasonable fees and expenses of the Custodian’s counsel, incurred in responding to such request, order or requirement. The Custodian shall, to the extent permitted by law, provide notice to the applicable Customer promptly after receipt of any request for records by an entity other than such Customer. Upon request, the Custodian shall provide the applicable Customer with an update on the fees and expenses incurred in responding to any such requests for records.

SECTION 13. CUSTOMER’S INDEPENDENT ACCOUNTANTS; REPORTS.

SECTION 13.1 OPINIONS. The Custodian shall take all reasonable action, as a Customer with respect to a Customer may from time to time request, to obtain from year to year favorable opinions from the Customer’s independent accountants with respect to its activities hereunder in connection with the preparation of the Company’s Form 10, Form 10-K or other annual reports to the SEC and with respect to any other requirements thereof.

SECTION 13.2 REPORTS. Upon reasonable request of a Customer, the Custodian shall provide the Customer with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Customer with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.

Information Classification: Confidential
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SECTION 14. CUSTODIAN’S STANDARD OF CARE; EXCULPATION.

14.1 STANDARD OF CARE. In carrying out the provisions of this Agreement, the Custodian shall act (i) with reasonable care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Custodian provides for itself and its affiliates (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to the services provided under this Agreement. Subject to the terms of the Agreement, including any exculpatory language, the Custodian shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless and to the extent the Custodian fails to exercise such standard of care. Upon the occurrence of any event that causes or that the Custodian believes or a Customer reasonably believes will imminently cause any loss, damage or expense to any Customer, the Custodian (i) shall take and (ii) shall take all reasonable steps to cause any applicable sub-custodian to take all commercially reasonable steps (to the extent consistent with the Custodian’s obligations pursuant to Rules 17f-5 and 17f-7, as applicable) to mitigate the effects of such event and to avoid continuing harm to a Customer.

14.2 RELIANCE ON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Customer and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Customer.

14.3 OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Customer or any third party on behalf of the Customer. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Customer. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Customer arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Customer by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice; provided, however, that with respect to the reliance on such reasonable advice and the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the standard of care set forth above. The Custodian and the applicable Customers shall mutually agree as to which entity will bear the cost of such advice of counsel.

14.4 LIABILITY FOR FOREIGN CUSTODIANS AND U.S. SUB-CUSTODIANS. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian and of any domestic sub-custodian selection by the Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Customer elects to invest. If a Customer directs the Custodian to appoint a specific domestic sub-custodian, the Custodian shall, with respect to such domestic sub-custodian, be responsible only for losses arising from its own failure to meet the standard of care set forth in Section 14.1.

Information Classification: Confidential
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14.5 INSOLVENCY AND COUNTRY RISK. The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian or U.S. sub-custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Customer or Customer resulting from or caused by Country Risk.

14.6 FORCE MAJEURE AND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability to any Customer or Customer for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Customer, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or a domestic sub-custodian designated by a Customer pursuant to Section 2.2; (d) the failure of any Customer, its Investment Advisor, Customer or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Customer, any Customer, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

14.7 INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES. Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.

14.8 DELIVERY OF PROPERTY. The Custodian shall not be responsible for any securities or other assets of a Customer which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.

Information Classification: Confidential
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14.9 NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Customer or its Investment Advisor or by a Customer. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Customer and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Customer or a Customer or on its behalf.

14.10 COMMUNICATIONS. Subject to Section 14.1, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Customer at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.

14.11 LOANED SECURITIES. Income due to each Customer on securities or other financial assets loaned shall be the responsibility of the applicable Customer. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Customer with such information or data as may be necessary to assist the Customer in arranging for the timely delivery to the Custodian of the income to which the Customer is entitled, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.

14.12 TRADE COUNTERPARTIES. A Customer’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Customer’s sole risk, and the Custodian shall not be obligated to make demands on the Customer’s behalf if the Customer’s counterparty defaults. If a Customer’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Customer’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.

SECTION 15. COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST.

SECTION. 15.1 COMPENSATION.The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Customer and the Custodian.

Information Classification: Confidential
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SECTION 15.2 INDEMNIFICATION. Each Customer severally and not jointly agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in a manner consistent with the standard of care set forth in Section 14.1, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Customer pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Customer, the Customer or the Custodian as custodian of the assets of the Customer or the Customer. If a Customer instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Customer being liable therefor, the Customer, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.

SECTION 15.3 SECURITY INTEREST. Each Customer hereby grants to the Custodian, to secure the payment and performance of the Customer’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Customer by or through the Custodian. The obligations include, without limitation, the Customer’s obligations to reimburse the Custodian if the Custodian or any of its Affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Customer for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Customer’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Customer fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Customer’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Customer's payment or reimbursement obligations, whether contingent or otherwise.

SECTION 16. EFFECTIVE PERIOD AND TERMINATION.

SECTION 16.1 TERM. This Agreement shall remain in full force and effect for an initial term of one (1) year from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms. Following the Initial Term, this Agreement may be terminated by the Company upon no less than ninety (90) days’ prior written notice to the Custodian or by the Custodian upon no less than 180 days’ prior written notice to the applicable Customers.

Information Classification: Confidential
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SECTION 16.2 TERMINATION. Either party may terminate this Agreement as to a Customer: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within, as applicable: (i) 180 days’ written notice being given by the Custodian, as the non-breaching party, of the breach, or (i) 60 days’ written notice being given by the Customers, as the non-breaching party, of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.

SECTION 16.3 PAYMENTS OWING TO THE CUSTODIAN. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Customer, the applicable Customer shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Customer's termination of this Agreement with respect to such Customer in any manner other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Customer (or its respective successor), the applicable Customer shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Customer) and shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Customer’s cash and its securities and other financial assets as set forth in Section 17.

SECTION 16.4 EXCLUSIONS. No full term payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable or that the liquidation is in the best interest of the Company, (b) a merger of a Company subsidiary into, or the consolidation of a Company subsidiary with, the Company or another Company subsidiary, or (c) the sale by the Company of all or substantially all of its assets to another organization and, in the case of a transaction referred to in the foregoing clause (b) or (c) the Company provides 90 days’ prior written notice in advance of the closing date of any such transactions.

SECTION 16.5 EFFECT OF TERMINATION. Termination of this Agreement with respect to any one particular Company subsidiary shall in no way affect the rights and duties under this Agreement with respect to the Company or any other Company subsidiary. Following termination of this Agreement with regard to any Customer, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.

SECTION 17. SUCCESSOR CUSTODIAN.

SECTION 17.1 SUCCESSOR APPOINTED. If a successor custodian shall be appointed for the Company and its subsidiaries, if any, by their Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Customer then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Customer held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.

Information Classification: Confidential
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SECTION 17.2 NO SUCCESSOR APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Customer in accordance with the Proper Instructions.

SECTION 17.3 NO SUCCESSOR APPOINTED AND NO PROPER INSTRUCTIONS. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Customer then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Customer held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Customer.

SECTION 17.4 REMAINING PROPERTY. If any cash or any securities or other financial assets of the Customer held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Customer to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.

SECTION 17.5 RESERVES. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Customer as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Customer secured by a security interest or right of recoupment or setoff in favor of the Custodian.

SECTION 18. REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Customer agree to be bound by the terms of the Remote Access Services Addendum hereto.

SECTION 19. LOAN SERVICES ADDENDUM. If a Customer directs the Custodian in writing to perform loan services, the Custodian and the Customer will be bound by the terms of the Loan Services Addendum attached hereto. The Customer shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Customer and the Custodian.

Information Classification: Confidential
	- 22 -

SECTION 20. GENERAL.

SECTION 20.1 GOVERNING LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the State of New York, without giving effect to any conflict of laws rules.

SECTION 20.2 [RESERVED]

SECTION 20.3 PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes all prior agreements between each Customer and the Custodian relating to the custody of the Customer’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

SECTION 20.4 ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Customer without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Customer. Notwithstanding the foregoing, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an Affiliate of the Custodian upon ninety (90) days’ prior written notice to the Customer. The Custodian shall retain the right to employ its Affiliates to provide or assist it in the provision of any part of the services described herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of any Customer. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Customers upon the prior written consent of the Customers. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

SECTION 20.5 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Customer may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Customer’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.

SECTION 20.6 ADDITIONAL COMPANY SUBSIDIARIES. If any subsidiary of the Company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, such Company subsidiary shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the Company subsidiary shall become a Customer hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.

Information Classification: Confidential
	- 23 -

SECTION 20.7 THE PARTIES; REPRESENTATIONS AND WARRANTIES. All references in this Agreement to the “Customer” are to each of the Company or a Company subsidiary thereof listed on Appendix A, and Company subsidiary thereof made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Customer and the Custodian. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Customer as to which the matter pertains.

20.7.1 CUSTOMER REPRESENTATIONS AND WARRANTIES. Each Customer hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Customer’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Customer or any law or regulation applicable to it. The Company represents and warrants that is a closed-end investment company that has filed an election to be treated as a business development company pursuant to the 1940 Act. Each Company subsidiary that is a Customer represents and warrants that it is a wholly-owned subsidiary of the Company.

20.7.2 CUSTODIAN REPRESENTATIONS AND WARRANTIES. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it; and (f) it has and will maintain at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian of the portfolio securities of each Customer.

SECTION 20.8 NOTICES. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

Information Classification: Confidential
	- 24 -

To any Customer:	c/o BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
	2951 28th Street, Suite 1000
	Santa Monica, California
	Attention: Erik Cuellar
	Telephone 310 899 4925
	WITH A COPY TO
With a copy to:
	c/o BlackRock, Inc.
	100 Bellevue Parkway
	Wilmington, Delaware 19809
	Attention: Chip Holladay
	Telephone No.: 302.797.6001
	c/o BlackRock Capital Investment Advisors, LLC
	2951 28th Street, Suite 1000
	Santa Monica, California 90405
	Attention: Liz Greenwood, General Counsel
	Telephone No.: 310.566.1043
To the Custodian:	STATE STREET BANK AND TRUST COMPANY
	100 Summer Street, Floor 5
	Boston, MA 02110
	Attention: Fred Willshire
	State Street Alternative Investment Solutions
	Telephone No.: 617-662-7245
with a copy to:	STATE STREET BANK AND TRUST COMPANY
	Legal Division – Global Clients
	One Lincoln Street
	Boston, MA 02110
	Attention: Senior Vice President and Senior Managing Counsel

SECTION 20.9 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.

SECTION 20.10 SEVERABILITY; NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

Information Classification: Confidential
	- 25 -

SECTION 20.11 CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

SECTION 20.12 USE OF DATA.

(a)          In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its Affiliates) may collect and store information regarding the Customers (“Customer Information”) and share such Customer Information with its Affiliates, agents, delegates and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Customer and the Custodian or any of its Affiliates and (ii) to carry out the internal management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance.

(b)          Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

SECTION 20.13 DATA PRIVACY. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Customers’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Information Classification: Confidential
	- 26 -

SECTION 20.14 LIMITATION ON LIABILITY OF DIRECTORS. Notice is hereby given that this Agreement is not executed on behalf of any directors of any Customer as individuals, and the obligations of this Agreement are not binding on any of the directors, officers, or shareholders of any Customer individually, but are binding only upon the property of each Customer. In relation to each Customer which is a business trust, this Agreement is executed and made by the Trustees of the Customer not individually, but as trustees under the Declarations of Trust of the Customer and the obligations of this Agreement are not binding upon any of such Trustees or upon any of the shareholders of the Customer individually, but bind only the trust estate of the Customer. The Custodian agrees that no shareholder, director or officer of any Customer may be held personally liable or responsible for any obligations of any Customer arising out of this Agreement.

SECTION 20.15 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 20.16 REGULATION GG. Each Customer represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Customer is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

SECTION 20.17 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Customer to indicate whether it authorizes the Custodian to provide such Customer’s name, address, and share position to requesting companies whose securities the Customer owns. If a Customer tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Customer tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Customer as consenting to disclosure of this information for all securities owned by the Customer or any funds or accounts established by the Customer. For a Customer’s protection, the Rule, as applicable, prohibits the requesting company from using the Customer’s name and address for any purpose other than corporate communications. Please indicate below whether the Customer consents or objects by checking one of the alternatives below.

Information Classification: Confidential
	- 27 -

YES ☐ The Custodian is authorized to release the Customer’s name, address, and share positions.

NO ☒ The Custodian is not authorized to release the Customer’s name, address, and share positions.

 

[Remainder of the page intentionally left blank]

Information Classification: Confidential
	- 28 -

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.

BLACKROCK DIRECT LENDING CORP.

By:

Name:

Title:

STATE STREET BANK AND TRUST COMPANY

By:

Name:

Title:

Information Classification: Confidential
	- 29 -

APPENDIX A

TO

MASTER CUSTODIAN AGREEMENT

BDC SUBSIDIARIES

None

Information Classification: Confidential
	- 30 -

EX-10.4

Exhibit 10.4

LOAN SERVICES ADDENDUM

TO MASTER CUSTODIAN AGREEMENT

ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and among BlackRock Direct Lending Corp. (the “Company”) and each subsidiary thereof identified on Appendix A thereto or made subject thereto pursuant to Section 20.6 thereof (together with the Company, each a “Customer” and collectively, the Customers”) and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”).

The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Customer.

Section 1. Payment Custody.  If a Customer wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Customer under the Custodian Agreement,

(a)         the Customer will cause the Custodian to be named as the Customer’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

(b)          the Custodian will credit to the bank account maintained by the Custodian for the Customer under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

Section 2.  Monitoring.  If a Customer wishes the Custodian to monitor payments on and forward notices relating to a Loan,

(a)          the Customer will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request;

(b)         the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Customer that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Customer; and

i

(c)          and any other services as the Customers and Custodian may agree in writing from time to time.

Section 3.  Safekeeping.

(a)          Safekeeping Function.  If a Customer wishes the Custodian to hold for safekeeping any document, instrument or agreement relating to a Loan, whether in written or electronic form and whether an original or copy (a “Loan Document”),

(i)          the Customer will (A) if the Loan Document is in a written or other tangible form, deliver the Loan Document to the Custodian and (B) otherwise transmit the Loan Document to the Custodian as an electronic record, in each case through a method of delivery or transmission approved by the Custodian, and

(ii)          the Custodian will (A) accept the delivery or transmission of the Loan Document, (B) hold or store the Loan Document as bailee for the benefit of the Customer, (C) promptly, upon the Customer’s request, deliver or transmit the Loan Document to the Customer or to any party as the Customer may specify and (D) at the request of the Customer but no more often than once each calendar quarter, provide to the Customer a list of the Loan Documents accepted by the Custodian pursuant to the foregoing clause (A) and of the Loan Documents delivered or transmitted out by the Custodian pursuant to the foregoing clause (C).  The Custodian will be entitled to employ a sub-custodian to carry out any of the foregoing safekeeping duties.

(b)          Safekeeping Exculpation.  The Custodian will have no obligation to (i) determine what Loan Documents may exist for a Loan, (ii) obtain any Loan Document that is not delivered or transmitted by the Customer to the Custodian, or (iii) examine the contents or determine the sufficiency of any Loan Document.  The Custodian will be entitled to assume the genuineness, sufficiency and completeness of any Loan Document and the genuineness and due authority of any person whose signature appears on any Loan Document.  The Custodian will have no liability for any act or omission of a sub-custodian or securities depository for a Loan Document.

Section 4.  Exculpation of the Custodian.

(a)          Payment Custody and Monitoring.  The Custodian will have no liability for any delay or failure by the Customer or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information.  The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan.  The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Customer or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

ii

(b)          Any Service.  The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Customer to have acquired good or record title to a Loan, (ii) ensure that the Customer’s acquisition of the Loan has been authorized by the Customer, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

(c)          Miscellaneous.  The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Customer, unless and except to the extent that the Custodian shall have received written notice of the sale from the Customer and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Customer under the Custodian Agreement.  If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Customer and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Customer.  The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions.  The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

iii

EX-10.5

Exhibit 10.5

BLACKROCK DIRECT LENDING CORP.

PROMISSORY NOTE

THIS UNSECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), IN RELIANCE UPON VARIOUS EXEMPTIONS THEREFROM.  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT FOR THE REGISTERED HOLDER’S OWN ACCOUNT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR OTHER DISTRIBUTION HEREOF.  NO SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE BORROWER, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR THE DETERMINATION BY THE BORROWER, IN ITS SOLE DISCRETION, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR OTHER APPLICABLE LAWS OF SIMILAR IMPORT.

THIS NOTE IS ONE OF A SERIES OF PROMISSORY NOTES BEING ISSUED BY THE BORROWER, EACH OF WHICH NOTES IS IDENTICAL EXCEPT FOR ONE OR MORE OF THE IDENTITY OF THE NOTEHOLDER THEREUNDER OR ANY REGISTERED HOLDER THEREOF, THE PRINCIPAL AMOUNT OF EACH SUCH PROMISSORY NOTE AND THE DATE OF ISSUANCE.  THE NOTEHOLDER AND REGISTERED HOLDERS, BY ITS ACCEPTANCE OF THIS NOTE, ACKNOWLEDGES AND AGREES THAT THE ACCELERATION OF THE MATURITY DATE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND ANY AMENDMENT OF THE TERMS AND PROVISIONS OF THIS NOTE ARE SUBJECT TO THE APPROVAL OF NOTEHOLDERS AND REGISTERED HOLDERS HOLDING IN THE AGGREGATE MORE THAN 50% OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE PROMISSORY NOTES COMPRISING THE SERIES OF WHICH THIS NOTE IS A PART.

U.S. $1,000 Dated: December ___, 2020

FOR VALUE RECEIVED, BlackRock Direct Lending Corp., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to [investor name] (the “Noteholder”) the principal amount of U.S. $1,000 on the earlier of December 31, 2050 or the liquidation, dissolution or winding up of the Borrower (the “Maturity Date”).

The Borrower promises to pay interest on the sum of the unpaid principal amount hereof plus any past due but unpaid interest hereunder, from the date hereof until such amount is paid in full, at the rate of twelve percent (12%) per annum (except as provided below upon the occurrence and during the continuance of an Event of Default), payable in arrears on or before June 30 and December 31 of each calendar year beginning on December 31, 2020, and if such day is not a Business Day then on the immediately preceding or next following Business Day (as more particularly provided in Section 1.01 and 1.02 hereof), and on the date on which the principal amount of this Note, plus any accrued but unpaid interest, is paid in full.  The term “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

Upon payment in full of the principal hereof, accrued interest and all other sums due hereunder, this Note shall be surrendered to the Borrower for cancellation.

ARTICLE I

TERMS OF PAYMENT

SECTION 1.01. Prepayments; Early Payment Premium.

The Borrower may upon written notice to the Noteholder, which notice will indicate the proposed date and the principal amount to be prepaid, prepay in whole or in part the outstanding principal amount of this Note at any time, provided that (i) the Borrower will pay on the date of such prepayment all accrued and unpaid interest due to the date of prepayment, (ii) if any of the prepayment date, the Maturity Date or an Event of Default (which is not cured within the 30 day period described in Section 2.02 below) occur prior to December 31, 2022, the Borrower will pay on such date, in addition to all other sums due hereunder, a one-time premium equal to $100 on this Note (the “Prepayment Premium”).

SECTION 1.02. Payments and Computations.

The Borrower will make each payment hereunder not later than 12:00 noon (Eastern standard time) on the day when due in U.S. dollars to the Noteholder at its address referred to in Section 3.02 in same day funds.  All computations of interest will be made by the Noteholder on the basis of a year of 360 days for the number of days occurring in the period for which such interest is payable.  Whenever any payment hereunder is stated to be due on a day other than a Business Day, such payment will be made on the immediately preceding or next following Business Day, with the same legal force and effect as if made on the actual due date.

SECTION 1.03. Registration.

This Note is issued in registered form as to both principal and interest.  The Borrower or its agent will maintain a register (the “Register”) for the recordation of the name and address of any holder of this Note (the “Registered Holder”).  The Noteholder will be the initial Registered Holder.  All interest on, and the principal of, this Note will only be paid to the Registered Holder.  If a Registered Holder shall transfer and assign this Note in accordance with the restrictions on transfer described on the first page hereof, the Borrower or its agent will note the transfer and assignment appropriately on the Register, which shall identify such transferee and assignee as the new Registered Holder.  The Register shall be similarly updated to reflect any subsequent transfers permitted under this section by a Registered Holder to a different Registered Holder.  A holder of this Note (including any Registered Holder) does not have the right to convert this Note to bearer form.

SECTION 1.04. Evidence of Exemption from U.S. Withholding Tax.

The Noteholder shall deliver to the Borrower, on or prior to the date hereof, and any prospective Registered Holder shall deliver to the Borrower on or prior to the date on which it acquires the Noteholder’s or any other Registered Holder’s interest in this Note, and at such other times as may be necessary in the determination of the Borrower, the Noteholder or any Registered Holder (each in the reasonable exercise of its discretion), an accurate and complete original signed copy of a substitute Form W-9 or any successor form prescribed by the Internal Revenue Service, together with any other certificates or statements of exemption required under the Internal Revenue Code of 1986, as amended, or the regulations issued thereunder, to establish that no deduction or withholding of U.S. taxes is required with respect to any amounts payable hereunder.

SECTION 1.05. Notes Comprising a Series.

The Noteholder and each Registered Holder acknowledges and agrees that this Note is one of a series of promissory notes (the “Series”) issued by the Borrower, each of which promissory notes is identical except for one or more of the identity of the noteholder or any Registered Holder thereof, the principal amount of each such promissory note and the date of issuance.  The Noteholder and each Registered Holder, by its acceptance of this Note, acknowledges and agrees that the rights that it may exercise upon the occurrence of an Event of Default (as defined below) and any amendment of the terms and provisions of this Note are subject to the approval of holders of promissory notes of the Series, the aggregate outstanding principal amount of which represents more than 50% of the aggregate outstanding principal amount of all of the promissory notes comprising the Series. Payments on the promissory notes comprising the Series, including the Note, are senior to all other unsecured borrowings of the Borrower, if any.

ARTICLE II

EVENTS OF DEFAULT

SECTION 2.01. Events of Default.

The following events shall each constitute an “Event of Default”:

(a)  The Borrower fails to pay the principal of this Note when the same becomes due and payable; or

(b)  The Borrower fails to pay any interest on this Note when the same becomes due and payable; or

(c)  Pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act of 1940, on the last business day of each of twenty-four consecutive calendar months the Borrower shall have asset coverage (as such term is used in the Investment Company Act of 1940) with respect to the promissory notes comprising the Series of less than 100 per centum; or

(d)  The Borrower does not pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or a proceeding is instituted by or against the Borrower or any of its subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding remains undismissed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) occurs; or the Borrower or any of its subsidiaries takes any corporate action to authorize any of the actions set forth above in this subsection (d).

SECTION 2.02. Remedies Upon Events of Default

Upon the occurrence and during the continuance of any Event of Default, a Registered Holder may notify Borrower of such Event of Default, after which time the Borrower shall have 30 days to cure such Event of Default.  If an Event of Default continues after such 30-day period, the holders of promissory notes of the Series, the aggregate outstanding principal amount of which represents more than 50% of the aggregate outstanding principal amount of all of the promissory notes comprising the Series (such holders being the “Required Holders”) may, upon notice to the Borrower, declare all of the promissory notes comprising the Series (including this Note), all interest thereon and, if applicable, the Prepayment Premium to be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided, however, that if such Event of Default is an Event of Default pursuant to Section 2.01(d), all of the notes comprising the Series (including this Note) and all interest therein, shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE III

MISCELLANEOUS

SECTION 3.01. Amendments, Electronic Signature, Etc.

No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower herefrom, will be effective unless the same is in writing and signed by the Required Holders and the Borrower, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given, provided, however, that no such amendment, waiver or consent may reduce the principal amount hereof or the rate of interest payable hereunder, or delay the date on which any amount of interest or principal is due and payable hereunder, unless the Registered Holder shall have agreed to such amendment, waiver or consent.

This Note may be signed by means of (a) an electronic signature, in accordance with the federal Electronic Signatures in Global and National Commerce Act, the Delaware State Uniform Electronic Transactions Act, any similar United States state law based on the Uniform Electronic Transactions Act and any similar law, and the parties hereby waive any objection to the contrary; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. By signing below, electronically or otherwise, Borrower acknowledges and agrees that any electronic signature or faxed, scanned, or photocopied manual signature shall have the same validity, legal effect, and admissibility in evidence as an original manual signature.

SECTION 3.02. Notices, Etc.

All notices and other communications provided for hereunder will be in writing and mailed or delivered via nationally recognized overnight courier, if to the Noteholder or the Borrower, at their respective addresses set forth on Exhibit A hereto; or, if to a Registered Holder, in such holder’s name c/o REIT Administration, LLC at 1175 Peachtree Street, N.E., Suite 2200, Atlanta, Georgia 30361, or at such other address as shall be designated by such Registered Holder for use in the Register maintained hereunder.

SECTION 3.03. No Waiver; Remedies.

No failure on the part of the Noteholder to exercise, and no delay in exercising, any right hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 3.04. Binding Effect.

This Note will be binding upon and inure to the benefit of the Borrower and the Noteholder and their respective successors and assigns, subject to the restrictions on transfer described on the first page of this Note and except that neither the Borrower nor the Noteholder may assign its rights hereunder or any interest herein without the other’s prior written consent; provided that no such consent shall be required for any assignment or transfer made as a result of the death of Noteholder.

SECTION 3.05. Consent to Jurisdiction.

(a)  The Borrower hereby irrevocably submits to the jurisdiction of any state or federal court sitting in New York, New York and any appellate court thereof in any action or proceeding arising out of or relating to this Note, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such state or federal court. The Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  The Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 3.02.  The Borrower agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)  Nothing in this Section will affect the right of the Noteholder to serve legal process in any other manner permitted by law or affect the right of the Noteholder to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.

SECTION 3.06. Governing Law.

This Note will be governed by, and construed in accordance with, the laws of the State of Delaware, United States.

SECTION 3.07. Tax Treatment.

The Borrower (and its affiliates) and Noteholder will each treat this Note and amounts borrowed thereunder as debt and the relationship between the Borrower and Noteholder are that of debtor and creditor, in each case for all U.S. federal, state and local tax purposes and will report consistently with such intent, unless otherwise required by applicable law.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its officer thereunto duly authorized, as of the date first above written.

BlackRock Direct Lending Corp.,
as Borrower
By:
	Name:
	Title:

Exhibit A – Addresses of Noteholder and Borrower

Borrower Address:

Attn: Elizabeth Greenwood

2951 28th Street, Suite 1000

Santa Monica, CA 90405

Noteholder Address:

[investor name]

c/o REIT Administration LLC

Attn: Patrick J. Whelchel

1175 Peachtree Street N.E., Suite 2200

Atlanta, Georgia 30361

EX-10.6

Exhibit 10.6

Organizational Costs Agreement

                       , 2020

RE: BlackRock Direct Lending Corp.

Reference is hereby made to the Investment Management Agreement (the “Investment Management Agreement”) by and between BlackRock Capital Investment Advisors, LLC (the “Investment Manager”) and BlackRock Direct Lending Corp. (the “Company”), pursuant to which the Investment Manager serves as investment manager to the Company.

The Investment Manager and the Company hereby agree as follows:

The Company will generally be responsible for all costs and expenses incurred in connection with its organization and offering, including commercial travel and accommodation expenses, legal fees, and offering expenses but excluding placement fees, if any (collectively, “Organizational Costs”); provided that Organizational Costs borne by the Company will not exceed $1,000,000 in the aggregate.  Organizational Costs in excess of $1,000,000 will be borne by the Investment Manager.

On behalf of the Company, the Investment Manager may advance payment of Organizational Costs, and the Company shall reimburse the Investment Manager therefor, subject to the terms of this letter agreement.

The Company intends to accept capital commitments from one or more investors unaffiliated with the Investment Manager. However, in the event that the Company accepts no capital commitments from third-party investors, the Investment Manager will bear all Organizational Costs and will not receive any reimbursement from the Company.

No provision of this letter agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought. This letter agreement shall not be amended in any material respect unless such amendment has been approved by the vote of a “majority of the outstanding voting securities” of the Company as defined in the Investment Company Act of 1940, as amended. The Company shall promptly provide a copy of any such amendment or waiver to any party entitled thereto. This letter agreement will immediately terminate upon any termination of the Investment Management Agreement. In the event of any termination of this letter agreement, (i) the Investment Manager’s entitlement to reimbursement for Organizational Costs incurred prior the date of termination shall survive termination of this letter agreement and (ii) no Organizational Costs incurred after the date of termination shall be borne by the Investment Manager.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof.

[Signature page follows]

Very truly yours,
BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
By:
	Name:
	Title:

ACCEPTED AND AGREED TO
ON BEHALF OF THE COMPANY:
By:
	Name:
	Title:

EX-10.7

Exhibit 10.7

LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into effective as of                        , 2020 (“Effective Date”) between, on the one hand, BlackRock, Inc. (“Licensor”), a Delaware limited liability company, and, on the other,BlackRockDirect Lending Corp., a Delaware corporation (“Licensee”), as follows:

RECITALS

WHEREAS, Licensor is a global asset manager that has acquired through diligent effort over many years a premier reputation within the financial services and investment management community for excellence in the fields of investing, investment management, and the financial and operational management of companies in which Licensor has made or supervised investments;

WHEREAS, Licensee acknowledges the fame and reputation of Licensor, and the goodwill associated with the trade name and service mark BlackRock which is owned by Licensor and used in commerce by Licensor in association with its business and with the services it provides to investors, companies, and others; and,

WHEREAS, subject to the terms set forth below, Licensee wishes to receive a license, and Licensor wishes to grant Licensee a license, to use the BlackRock mark in association with the commercial activities of Licensee, as more fully defined below;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follow:

1. License

Subject to and conditioned upon Licensee’s compliance with all the terms of this Agreement, Licensor grants to Licensee a nonexclusive, personal, revocable, worldwide nontransferable license, without the right to delegate or sub-license, to (i) use the trade name BlackRock as a component of the trade name of Licensee in the manner depicted in Exhibit A, and (ii) to use the service mark BlackRock as a component of the permitted variations of this service mark described in Exhibit A in association with the services of Licensee.  All rights not expressly granted to Licensee are reserved to Licensor.  The trade name and service mark BlackRock, along with the permitted variations thereof licensed hereunder, are hereinafter referred to collectively as the “Marks” and each individually as a “Mark.”

1

2. Ownership and Use of the Marks

2.1          Licensee stipulates and agrees that, subject only to the license granted herein, all rights, title and interests in and to the Marks is and shall be owned exclusively by Licensor.  Licensee shall not take any action inconsistent with Licensor’s ownership of the Marks, and covenants that it, acting alone or together with others, shall not initiate any proceeding in any forum challenging the existence, validity, or enforceability of the Marks, or any future variation of the Marks adopted by Licensor.  All goodwill and proprietary rights derived from the use by Licensee of the Marks shall inure to Licensor’s benefit.  At the request, and expense, of Licensor, Licensee shall provide all cooperation requested by Licensor in connection with any effort by Licensor to establish, perfect, or defend the Marks, or any Mark, or Licensor’s rights therein, including, without limitation, providing exemplars and samples of Licensee’s use of the Mark, executing commercially reasonable forms of consent, assignment or release, and providing good faith testimony by affidavit, declaration, deposition or any other means.

2.2          Licensee stipulates and agree that the Marks embody and symbolize the goodwill of Licensor, and are associated with the highest quality services in the fields of investment, investment management, financial services, and the financing and management of operating businesses.  All activities of Licensee carried out under the Mark used as a trade name, and all products and services provided under the Marks in commerce by Licensee, shall be of a nature and quality consistent with the high quality and reputation of Licensor and of the Marks, as reasonably determined by Licensor.  At Licensor’s request, Licensee shall provide all samples, and permit all inspections and audits reasonably determined by Licensor to be necessary to assure and confirm Licensee’s compliance with this quality standard.  All uses of any Mark by Licensee shall be made consistent with such reasonable use and style guidelines as are provided by Licensor from time to time.  Without limitation, Licensee shall not alter, modify, or otherwise mutilate any Mark, and shall not create or develop any variation or new version of the Marks.  Except as otherwise permitted by Licensor, Licensee shall designate each service mark use of a Mark with the appropriate proprietary designation, such as, as appropriate to each mark, SM, or ® and shall also provide the following notice, with the prominence customarily given to such notices in the specific context of use:

“BlackRock, BlackRock Direct Lending and the BlackRock Direct Lending logo mark are the proprietary names and marks of BlackRock, Inc., an independently operated entity, and used with permission.”

In all agreements, publications, and materials in which Licensee uses the Marks as a trade name or as a component of its trade name, Licensee shall expressly disclose, in writing, that Licensee is an independently operated entity, and that, in dealing with Licensee, third parties shall have no recourse of any kind against Licensor.

2.3          Licensee acknowledges that proper use of the Marks in compliance with this Agreement is of benefit to Licensor through the increased fame and reputation that will inure to Licensor through Licensee’s appropriate activities.  Hence, Licensee covenants that, subject to the terms of this agreement and only for so long as this License Agreement remains in effect, it may use the Marks as a component of its trade names, and in connection with all services of Licensee that are of an appropriate nature and quality.

2.4          Licensee represents, warrants and covenants that: (i) they have the authority to enter into this Agreement and perform all obligations under and exercise all rights in compliance with, this Agreement; (ii) all uses of Marks by Licensee shall be made in compliance with law and regulation, without breach of any contractual obligation or duty imposed by law (such as tort duties); and (iii) in its use of the Marks, Licensee shall not associate the Mark with any product, service, or activity that violates, infringes, or otherwise misappropriates any proprietary right or interest of any third party other than alleged rights in the Marks.

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3. Term and Termination

3.1          The term of this Agreement shall be for a period of one (1) year beginning on the Effective Date.  Unless terminated pursuant to its terms, this Agreement shall automatically renew for successive one-year terms.

3.2          Notwithstanding the above, the license grant set forth herein to Licensee, or, at Licensor’s discretion, this entire Agreement, may be terminated by Licensor at its sole discretion for any reason or no reason at all, such termination to be effective sixty (60) days following the receipt of written notice thereof from Licensor by Licensee.  Only After the expiration of the first one (1) year term, Licensee may terminate this Agreement at its sole discretion for any reason or no reason at all, such termination to be effective sixty (60) days following the receipt of written notice thereof from Licensee by Licensor.  In addition, this Agreement may be terminated by any party upon a material breach by the other party upon thirty (30) days prior written notice to the other party, provided that termination may be avoided if such breach is cured to the satisfaction of the non-breaching party within the thirty (30) days.  Finally, Licensor may terminate this agreement upon Licensor’s determination that Licensee is not in compliance with Section 2 above, and Licensor determines, at its sole discretion, that Licensee remains non-compliant fifteen (15) days after receiving written notice thereof from Licensor.

3.3          Licensee shall cease and desist from all use of any Mark immediately upon the termination or expiration of this Agreement for any reason.  Termination or expiration of this Agreement shall neither release nor discharge any party from any obligation, debt or liability which shall have previously accrued and which remains to be performed upon the date of termination nor prevent a party from pursuing any other remedies at law or in equity.

4. Notices

All notices required by this Agreement shall be deemed given when in writing and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or on such other address     as the party may designate in writing in accordance with this Section:

If to Licensor	If to Licensee:
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 Attn: General Counsel	BlackRock Direct Lending Corp. 2951 28th Street, Suite 1000 Santa Monica, California 90405 Attn:  Elizabeth Greenwood, General Counsel

Notices given by mail shall be deemed received two (2) business days after mailing.

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5. General Provisions

This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California.  This Agreement shall be binding upon and shall inure to the benefit of Licensor and its successors and assigns.  Except as expressly permitted in advance in writing by Licensor, Licensee, acting alone or together with others, shall not assign or otherwise transfer any rights granted to it under this Agreement for any reason, nor permit any other person to enjoy such rights through sublicensing, delegation, subcontracting, agency relationship or other means.  Except as aforesaid, no provision of this Agreement is intended, nor shall any provision of this Agreement be deemed or interpreted, to create any benefit to or for any person not a party to this Agreement.  This Agreement may be amended only by a written instrument signed by the authorized representatives of the parties.  This Agreement represents the entire Agreement of the parties regarding Licensee’s right to exploit any Mark and supersedes any previous agreements between the parties relating to the same subject matter.  No waiver of any provision of this Agreement shall be effective against either party unless it is in writing and signed by the party granting the waiver.  The failure to exercise any right shall not operate as waiver of such right.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Licensee stipulates and agrees that any breach by either of them of any provision of Section 2, or use of the Marks outside of the scope of the grant set forth in Section 1, will cause Licensor irreparable harm for which monetary damages will not be an adequate remedy.  Therefore, Licensee stipulates that, in addition to all such other remedies to which Licensor may be entitled at law or in equity, Licensor shall be entitled to receive temporary, preliminary, and permanent injunctive relief with regard to any such breach of Sections 2 or use of the Marks outside the scope of Section 1 by Licensee.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.  By their signatures below, each of the parties represents that they have the authority to execute this Agreement and do hereby bind the party on whose behalf their execution is made.

“Licensor”	“Licensee”
BlackRock, Inc.	BlackRock Direct Lending Corp.
By:	By:
Print:	Print:
Its:	Its:
Date:	Date:

5

EXHIBIT A

BlackRock Logo Use Policy

In addition to conforming with such style and usage guidelines as are set forth in the Agreement or as Licensor may provide Licensee from time to time pursuant to section 2.2 of the Agreement, all uses of the Mark shall conform to the following:

I. Trade Name Uses.

All uses of the Marks as a component of the trade names of Licensee shall conform to the following, and no other trade name uses are permitted:

1.          BlackRock Direct Lending Corp., where “BlackRock” is always depicted with the B and the R in capital letters, without intervening punctuation, and as part of a single continuous phrase with the words "Direct Lending," which shall always appear immediately following "BlackRock" in the same font size, font color, and font style with "BlackRock".

II. Service Mark Uses.

All uses of the Marks as a service mark shall conform to the following:

1.             The permitted service marks are the word mark BlackRock Direct Lending, and the design variation of the BlackRock Direct Lending mark that will be provided by Licensor to Licensee.

2.             In the service marks, the letters "BlackRock" shall not be used as a service mark apart from the term "Direct Lending."

3.             Except as otherwise permitted by Licensor, the service mark shall be designated with an SM designation in all prominent uses.

III. Amendment.

This Exhibit A is in addition to, and without limitation, of Licensor's rights and privileges under the Agreement.

6

EX-14.1

Exhibit 14.1

Code of Ethics for Fund Access Persons

May 1, 2020

Code of Ethics for Fund Access Persons

Effective Date: May 1, 2020

Applies to the following types of Funds registered under the 1940 Act:

☒ Open-End Mutual Funds (excluding money market funds)

☒ Money Market Funds

☒ ETFs

☒ Closed-End Funds

☒ Other (Business Development Companies)

1. Introduction

The purpose of this Code of Ethics (the “Code”) is to prevent Access Persons (as defined below) of BlackRock open- and closed-end funds and exchange traded funds, BlackRock Capital Investment Corporation, and BlackRock TCP Capital Corp. (each a “Fund” and collectively, the “Funds”) from engaging in any act, practice or course of business prohibited by paragraph (b) of Rule 17j-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”). This Code is required by paragraph (c) of the Rule. A copy of the Rule is attached to this Code as Appendix A.

Access Persons (as defined below) of the Funds, in conducting their personal securities transactions, owe a fiduciary duty to the Funds. The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions. All personal securities transactions by Access Persons must be conducted in such a manner as to avoid any actual or potential conflict of interest between the Access Person’s interest and the interests of the Funds, or any abuse of an Access Person’s position of trust and responsibility. Potential conflicts arising from personal investment activities could include buying or selling securities based on knowledge of a Fund’s trading position or plans (sometimes referred to as front-running), and acceptance of personal favors that could influence trading judgments on behalf of the Fund. While this Code is designed to address identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations and, in this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

2. Confidential Information

In order to understand how this Code applies to particular persons and transactions, familiarity with the key terms and concepts used in this Code is necessary. Those key terms and concepts are:

2.1. “Access Person” with respect to a Fund means any Advisory Person of the Fund, BlackRock or a Subadviser. Those persons who may be considered Access Persons of the Funds include those listed on attached Appendix B to this Code and will be updated from time to time.

2.2. “Advisory Person” means: (a) any director or advisory board¹ member, officer, general partner or employee of a Fund, BlackRock or a Subadviser or of any company in a control relationship to the Fund, BlackRock or a Subadviser, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to the Fund, BlackRock or a Subadviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

¹ As defined in Section 2(a)(1) of the 1940 Act.

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2.3. “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

2.4. “Beneficial ownership” has the meaning set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a copy of which is included as Appendix C. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires.

2.5. “BRIL” means BlackRock Investments, LLC, each open-end Fund’s principal underwriter and the principal underwriter of certain closed-end Funds.

2.6. “BlackRock” means persons controlling, controlled by or under common control with BlackRock, Inc. that act as investment adviser and subadviser to the Funds.

2.7. “Board” means, collectively, the boards of directors or trustees of the Funds.

2.8. “PTP” means the Personal Trading Policy adopted by BlackRock and BRIL and approved by the Board.

2.9. “control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.

2.10. “Covered Security” has the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: direct obligations of the U.S. Government; bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies. A high-quality short-term debt instrument is one with a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization.

2.11. “Independent Director” means a director or trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. All provisions of this Code applicable to Independent Directors will also be applicable to advisory board members.

2.12. “Investment Personnel” of a Fund, BlackRock or a Subadviser means: (a) any employee of the Fund, BlackRock, or a Subadviser (or of any company in a control relationship to the Fund, BlackRock, or a Subadviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund and (b) any natural person who controls the Fund, BlackRock, or a Subadviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

2.13. “IPO” means an offering of securities registered under the Securities Act of 1933 (the “1933 Act”) the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

2.14. “Limited Offering” means an offering exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or 4(a)(5) or Rule 504, 505, or 506 under the 1933 Act.

2.15. “Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

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2.16. “Subadviser” means any investment adviser to a Fund that does not control, is not controlled by, and is not under common control with, BlackRock and to whom BlackRock delegates certain investment management responsibilities.

3. Restrictions Applicable to Directors, Officers and Employees of BlackRock and BRIL

3.1. All Access Persons of BlackRock’s investment advisory companies and BRIL shall be subject to the restrictions, limitations and reporting responsibilities set forth in the PTP, as if fully set forth herein.

3.2. Persons subject to this Section 3 shall not be subject to the restrictions, limitations and reporting responsibilities set forth in Sections 4 and 5 below. In particular, an Access Person of BlackRock’s investment advisory companies need not make a separate report under this Code to the extent the information would duplicate information required to be recorded under Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended.

3.3. Any Access Person of a Subadviser shall not be subject to this Code, so long as such Access Person is subject to a code of ethics duly adopted by the Subadviser relating to personal securities transactions by such Access Person, provided that such code of ethics complies with the requirements of the Rule and has been approved by the Board.

0. Pre-Approval of Investments in Initial Public Offerings or Limited Offerings

With respect to purchases of securities (including, but not limited to, any Covered Security) issued in an IPO or a Limited Offering, all Access Persons of BlackRock’s investment advisory companies are subject to the restrictions, limitations, and reporting responsibilities set forth in the PTP and in addition, with respect to Limited Offerings, the Global Employee Private Investment Policy.

No Investment Personnel shall purchase any security (including, but not limited to, any Covered Security) issued in an IPO or a Limited Offering unless permitted by Legal & Compliance in advance. The Chief Compliance Officer (“CCO”) of the Funds shall maintain a written record of any decisions to permit these transactions, along with the reasons supporting the decision.

1. Reporting

5.1. Initial Holdings Reports

No later than ten days after a person becomes an Access Person, he or she must report to Legal & Compliance the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

b) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

c) the date that the report is submitted by the Access Person.

5.2. Quarterly Reporting

5.2.1. Every Access Person shall either report to Legal & Compliance the information described in paragraphs 5.2.2 and 5.2.3 below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership or, in the alternative, make the representation in Section 5.2.4 below.

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5.2.2. Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:

a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of units, and the principal amount of each Covered Security involved;

b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c) the price at which the transaction was effected;

d) the name of the broker, dealer, or bank with or through whom the transaction was effected;

e) the date that the report is submitted by the Access Person; and

f) a description of any factors potentially relevant to an analysis of whether the Access Person may have a conflict of interest with respect to the transaction, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by a Fund.

5.2.3. Upon establishing any account in which any securities are held for the direct or indirect benefit of the Access Person, an Access Person shall provide a report to Legal & Compliance containing the following information:

a) the name of the broker, dealer or bank with whom the Access Person established the account;

b) the date the account was established; and

c) the date that the report is submitted by the Access Person.

5.2.4. If no transactions were conducted by an Access Person during a calendar quarter that are subject to the reporting requirements described above, such Access Person shall, not later than 30 days after the end of that calendar quarter, provide a written representation to that effect to the Funds.

5.3. Annual Reporting

5.3.1. Every Access Person shall report to each Fund the information described in Section 5.3.2 below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security.

5.3.2. Annually, an Access Person shall provide a report to each Fund containing the following information (which information must be current as of a date no more than 45 days before the report is submitted):

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a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

c) the date that the report is submitted by the Access Person.

5.4. Exceptions to Reporting Requirements

5.4.1. An Access Person is not required to make a report otherwise required under Sections 5.1, 5.2 and 5.3 above with respect to any transaction effected for any account over which the Access Person does not have any direct or indirect influence or control; provided, however, that if the Access Person is relying upon the provisions of this Section 5.4.1 to avoid making such a report, the Access Person shall, not later than 30 days after the end of each calendar quarter, identify any such account in writing and certify in writing that he or she had no direct or indirect influence over any such account.

5.4.2. An Access Person is not required to make a report otherwise required under Section 5.2 above with respect to transactions effected pursuant to an Automatic Investment Plan.

5.4.3. An Independent Director of a Fund (which for purposes of this Section shall include an advisory board member) who would be required to make a report pursuant to Sections 5.1, 5.2 and 5.3 above, solely by reason of being a board member of the Fund, is not required to make an initial holdings report under Section 5.1 above and an annual report under Section 5.3 above, and is only required to make a quarterly report under Section 5.2 above, with respect to a transaction in a Covered Security, if the Independent Director knew or, in the ordinary course of fulfilling the Independent Director’s official duties as a board member of the Fund, should have known that: (a) the Fund has engaged in a transaction in the same security within the last 15 days of such Independent Director’s transaction in such Covered Security or is engaging or going to engage in a transaction in the same security within the next 15 days of such Independent Director’s transaction in such Covered Security; or (b) the Fund or BlackRock has within the last 15 days of such Independent Director’s transaction in such Covered Security considered a transaction in the same security or is considering a transaction in the same security or within the next 15 days of such Independent Director’s transaction in such Covered Security is going to consider a transaction in the same security.

5.5. Annual Certification

5.5.1. All Access Persons are required to certify that they have read and understand this Code and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code and that they have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such policies. A copy of the certification form to be used in complying with this Section 5.5.1 is attached to this Code as Appendix D.

5.5.2. Each Fund, BlackRock and BRIL shall prepare an annual report to the Board to be presented to the Board each year and which shall:

a) summarize existing procedures concerning personal investing, including preclearance policies and the monitoring of personal investment activity after preclearance has been granted, and any changes in the procedures during the past year;

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b) describe any issues arising under this Code or procedures since the last report to the Board including, but not limited to, information about any material violations of this Code or procedures and the sanctions imposed during the past year;

c) identify any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practice or developments in applicable laws and regulations;

d) contain such other information, observations and recommendations as deemed relevant by such Fund, BlackRock or BRIL; and

e) certify that such Fund, BlackRock and BRIL have adopted this Code with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.

5.6. Notification of Reporting Obligation and Review of Reports

Each Access Person shall receive a copy of this Code and be notified of his or her reporting obligations. All reports shall be promptly submitted upon completion to the Funds’ CCO who shall review such reports.

5.7. Miscellaneous

Any report under this Code may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the securities to which the report relates.

6. Recordkeeping Requirements

Each Fund shall maintain, at its principal place of business, records in the manner and to the extent set out below, which records shall be available for examination by representatives of the Securities and Exchange Commission (the “SEC”).

6.1. As long as this Code is in effect, a copy of it (and any version thereof that was in effect within the past five years) shall be preserved in an easily accessible place.

6.2. The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place:

a) a record of any violation of this Code, and of any action taken as a result of the violation;

b) a record of all persons, currently or within the past five years, who are or were required to make reports under Section 5, or who are or were responsible for reviewing these reports; and

c) a record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities under Section 4.

6.3. The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an easily accessible place:

a) a copy of each report made by an Access Person pursuant to this Code, including any information required by Section 5.4.1 in lieu of such reports; and

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b) a copy of each annual report submitted by each Fund, BlackRock and BRIL to the Board.

7. Confidentiality

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Fund) any information regarding securities transactions by a Fund or consideration by a Fund or BlackRock of any such securities transaction.

All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the SEC or any other regulatory or self-regulatory organization to the extent required by law or regulation.

8. Sanctions

Upon discovering a violation of this Code, Legal & Compliance reviews the violation and imposes appropriate sanctions. In addition, the Board may impose any sanctions it deems appropriate, including a letter of censure, the suspension or termination of any officer or employee of a Fund, or the recommendation to the employer of the violator of the suspension or termination of the employment of the violator.

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I. DEFINITIONS

For purposes of this section:

1. Access Person means:

A. Any Advisory Person of a Fund or of a Fund’s investment adviser. If an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

(1) If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

(2) An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

B. Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

2. Advisory Person of a Fund or of a Fund's investment adviser means:

A. Any director, officer, general partner or employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

B. Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

3. Control has the same meaning as in section 2(a)(9) of the Act.

4. Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:

A. Direct obligations of the Government of the United States;

B. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

C. Shares issued by open-end Funds.

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5. Fund means an investment company registered under the Investment Company Act.

6. An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

7. Investment Personnel of a Fund or of a Fund's investment adviser means:

A. Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

B. Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

8. A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

9. Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

10. Security Held or to be Acquired by a Fund means:

A. Any Covered Security which, within the most recent 15 days:

(1) Is or has been held by the Fund; or

(2) Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

B. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (1)(10)(A) of this section.

11. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

II.UNLAWFUL ACTIONS

It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

1. To employ any device, scheme or artifice to defraud the Fund;

2. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

4. To engage in any manipulative practice with respect to the Fund.

III.CODE OF ETHICS

1. Adoption and Approval of Code of Ethics.

A. Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (II) of this section.

B. The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (II) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser's, or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.

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C. If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph (III)(1)(B) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (III)(1)(B) of this section, if they obtain written consent from the designated principal underwriter or depositor.

2. Administration of Code of Ethics.

A. The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

B. No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:

(1) Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

(2) Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

3. Exception for Principal Underwriters. The requirements of paragraphs (III)(1) and (III)(2) of this section do not apply to any principal underwriter unless:

A. The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or

B. An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.

IV. REPORTING REQUIREMENTS OF ACCESS PERSONS

1. Reports Required.

Unless excepted by paragraph (IV)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

A. Initial Holdings Reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

(1) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(3) The date that the report is submitted by the Access Person.

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B. Quarterly Transaction Reports.

No later than 30 days after the end of a calendar quarter, the following information:

(1)        With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(1)          The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2)          The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3)          The price of the Covered Security at which the transaction was effected;

(4)          The name of the broker, dealer or bank with or through which the transaction was effected; and

(5)          The date that the report is submitted by the Access Person.

(2)        With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(1)          The name of the broker, dealer or bank with whom the Access Person established the account;

(2)          The date the account was established; and

(3)          The date that the report is submitted by the Access Person.

C. Annual Holdings Reports.

Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(1) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3) The date that the report is submitted by the Access Person.

2. Exceptions from Reporting Requirements.

A. A person need not make a report under paragraph (IV)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

B. A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:

(1) An initial holdings report under paragraph (IV)(1)(A) of this section and an annual holdings report under paragraph (IV)(1)(C) of this section; and

(2) A quarterly transaction report under paragraph (IV)(1)(B) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

C. An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph (IV)(1) of this section if:

(1) The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and

(2) The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.

D. An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph (IV)(1) of this section to the extent the information in the report would duplicate information required to be recorded under § 275.204-2(a)(13) of this chapter.

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E. An Access Person need not make a quarterly transaction report under paragraph (IV)(1)(B) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (IV)(1)(B), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.

F. An Access Person need not make a quarterly transaction report under paragraph (IV)(1)(B) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.

3. Review of Reports.

Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (IV)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

4. Notification of Reporting Obligation.

Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (IV)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

5. Beneficial Ownership.

For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Any report required by paragraph (IV) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

V. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS

Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

 . RECORDKEEPING REQUIREMENTS

1. Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (VI), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

A. A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;

B. A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

C. A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph (IV)(2)(E) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

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D. A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (IV) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and

E. A copy of each report required by paragraph (III)(2)(B) of this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

2. A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (V), for at least five years after the end of the fiscal year in which the approval is granted.

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The following are “Access Persons” for purposes of the foregoing Code of Ethics:

• Each Director/Trustee of the Funds

• Any advisory board member of the Funds

• Each Officer of the Funds

• The Portfolio Managers of the Funds

• All employees of BlackRock, Inc. and its subsidiaries

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Other than for purposes of determining whether a person is a beneficial owner of more than ten percent of any class of equity securities registered under Section 12 of the Act, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:

1. The term pecuniary interest in any class of equity securities shall mean the opportunity,directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

2. The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:

A. Securities held by members of a person's immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also Rule 16a-1(a)(4);

B. A general partner's proportionate interest in the portfolio securities held by a general or limited partnership. The general partner's proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership's most recent financial statements, shall be the greater of:

(1) The general partner's share of the partnership's profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership's portfolio securities; or

(2) The general partner's share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

C. A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:

(1) The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall performance over a period of one year or more; and

(2) Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;

D. A person's right to dividends that are separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;

E. A person's interest in securities held by a trust, as specified in Rule 16a-8(b); and

F. A person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

3. A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

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Code of Ethics for the Funds

This is to certify that I have read and understand the Code of Ethics of the Funds and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

This is to further certify that I have complied with the requirements of such Code of Ethics and that I have reported all personal securities transactions and accounts required to be disclosed or reported pursuant to the requirements of such Code of Ethics.

Please sign your name here:

Please print your name here:

Please date here:

Please sign two copies of this Certification Form, return one copy to Mr. Charles Park, c/o BlackRock, 40 East 52^nd Street, New York, NY 10022, and retain the other copy, together with a copy of the Code of Ethics, for your records.

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