Sec Form 13D Filing - GHL Investments Ltd filing for New Mountain Guardian III BDC L.L.C. (NMG) - 2019-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. __)*

THE SECURITIES EXCHANGE ACT OF 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

* The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to the extent of their voting and dispositive interests therein.

Exhibit A

JOINT FILING AGREEMENT

Each of the undersigned hereby consents and agrees to the joint filing of this Schedule 13D, including any amendment thereto, relating to the Units of LLC Interest of New Mountain Guardian III BDC, L.L.C.

Exhibit C

Subscription Documents For

NEW MOUNTAIN GUARDIAN III BDC, L.L.C.

(NON-U.S. INVESTORS)

SUBSCRIPTION DOCUMENT INSTRUCTIONS

Prospective investors must complete the Subscription Agreement (the “Subscription Agreement”), the Investor Questionnaire (the “Investor Questionnaire”) and any necessary attachments (the Subscription Agreement, the Investor Questionnaire and all such attachments collectively, the “Subscription Documents”) contained in this package in the manner described below.  For purposes of these Subscription Documents, the “Investor” is the person or entity for whose account the Units are being purchased and that can make the representations and warranties set forth in the Subscription Documents.  Another person or entity with investment authority may execute the Subscription Documents on behalf of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.  Capitalized terms not defined herein are used as defined in the Subscription Agreement.

All Investors must complete or provide the following:

The following types of Investors must also complete the following:

Subscription Agreement:

Evidence of Authorization:

Each Investor should provide satisfactory evidence of authorization.  This evidence of authorization must include evidence of the authority of the individual who signed the tax form(s) to execute such documents.

For Individuals:

For Corporations:

For Partnerships:

For Limited Liability Companies:

For Trusts:

For Employee Benefit Plans:

For Governmental Plans:

Investors may be requested to furnish other or additional documentation evidencing the authority to invest in the Fund.  The Fund may waive any of the foregoing in its sole discretion.

One (1) original completed and executed copy of the following documents should be delivered to the Fund, care of Simpson Thacher & Bartlett LLP, at the address noted below:

Address for delivery:

Simpson Thacher & Bartlett LLP
900 G Street, N.W.

Washington, D.C. 20001
Attn: Debbie Sutter

In addition, please send (i)-(iii) above by email to Simpson Thacher & Bartlett LLP at This email address is being protected from spambots. You need JavaScript enabled to view it. as soon as possible.

Inquiries regarding subscription procedures should be directed to Simpson Thacher & Bartlett LLP at This email address is being protected from spambots. You need JavaScript enabled to view it..  If the Investor Questionnaire indicates that any Investor’s response to a question requires further information, such Investor should contact the above at Simpson Thacher & Bartlett LLP.

If the Investor’s subscription is accepted by the Fund (in whole or in part), a fully executed set of the Subscription Documents will be returned to the Investor.

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SUBSCRIPTION AGREEMENT

New Mountain Guardian III BDC, L.L.C.
787 7^th Avenue, 49^th Floor

New York, New York 10019

Ladies and Gentlemen:

1.          Subscription. The person or entity for whose account the units of limited liability company interests (“Units”) are being purchased (the “Investor”) subscribes for and agrees to purchase Units in New Mountain Guardian III BDC, L.L.C. (the “Fund”) with a Capital Commitment (as defined in the Limited Liability Company Agreement referred to below) in the amount set forth on the signature page hereto.  The Investor acknowledges and agrees that this subscription (i) is irrevocable on the part of the Investor, (ii) is conditioned upon acceptance by or on behalf of the Fund and (iii) may be accepted or rejected in whole or in part by the Fund in its sole discretion.  The Investor agrees to be bound by all the terms and provisions of the Amended and Restated Limited Liability Company Agreement of the Fund (as amended from time to time, the “Limited Liability Company Agreement”) in the final form provided to the Investor.  Capitalized terms not defined herein are used as defined in the Limited Liability Company Agreement.  To the extent anything in this Subscription Agreement is inconsistent with the terms of the Limited Liability Company Agreement, the Limited Liability Company Agreement shall control.

2.          Representations and Warranties of the Investor.  To induce the Fund to accept this subscription, the Investor r epresents, warrants and/or covenants as follows:

(a)          The Investor (i) is not a U.S. Person (as defined herein); (ii) will not transfer or deliver any interest in the Units except in accordance with the restrictions set forth in the Limited Liability Company Agreement and the Memorandum (as defined herein); (iii) will notify the Fund immediately if the Investor becomes a U.S. Person at any time during which the Investor holds or owns any Units; (iv) is not subscribing on behalf of or funding its Capital Commitment with funds obtained from U.S. Persons; and (v) is acquiring the Units to be acquired pursuant to this Subscription Agreement for the Investor’s own account for investment purposes only and not with a view to resale or distribution.

(b)          Except for offers and sales to discretionary or similar accounts held for the benefit or account of a non-U.S. person by a U.S. dealer or other professional fiduciary, all offers to sell and offers to buy the Units were made to or by the Investor while the Investor was outside the United States, and at the time that the Investor’s order to buy the Units was originated (and at the time this Subscription Agreement was executed by the Investor) the Investor was outside the United States.

(c)          The Investor has been furnished and has carefully read the Private Placement Memorandum relating to the Fund (as amended, restated and/or supplemented through the closing date of the Investor’s subscription for Units, the “Memorandum”), the Limited Liability Company Agreement and, if the Investor is a natural person, a current copy of the New Mountain Privacy Policy attached hereto as Annex 2.  The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units, is able to bear the risks of an investment in the Units and understands the risks of, and other considerations relating to, a purchase of Units, including the matters set forth under the caption “Certain Risk Factors and Potential Conflicts of Interest” in the Memorandum.

(d)          The Investor understands that the Fund intends to file or has filed (i) an election to be treated as a business development company under the Investment Company Act and (ii) an election to be treated as a regulated investment company within the meaning of Section 851 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); pursuant to those elections, the Investor will be required to furnish certain information to the Fund as required under Treasury Regulations § 1.852-6(a) and other regulations. If the Investor is unable or refuses to provide such information directly to the Fund, the Investor understands that it will be required to include additional information on its income tax return as provided in Treasury Regulations § 1.852-7. Upon the request of the Fund, the Investor may be required to promptly deliver a properly completed and executed IRS Form 972 with respect to the Fund. The Fund intends to file a registration statement on Form 10 (the “Form 10 Registration Statement”) for its Units with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Form 10 Registration Statement is not the offering document pursuant to which the Fund is conducting this offering and may not include all information regarding the Fund contained in the Memorandum; accordingly, Investors should rely on information contained in the Memorandum and Subscription Documents in making their investment decisions. The Investor acknowledges it may be required to make filings with the SEC pursuant to Section 13 or Section 16 of the Exchange Act, as applicable.

(e)          The Investor understands that the Units have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated.  The Investor understands and agrees further that the Units must be held indefinitely unless they are subsequently registered under the Securities Act and these laws or an exemption from registration under the Securities Act and these laws covering the sale of Units is available.  Even if such an exemption is available, the assignability and transferability of the Units will be governed by the Limited Liability Company Agreement, which imposes substantial restrictions on transfer.  The Investor understands that legends stating that the Units have not been registered under the Securities Act and these laws, and setting out or referring to the restrictions on the transferability and resale of the Units, will be placed on all documents evidencing the Units.  The Investor represents and warrants that, unless separately acknowledged in writing by the Fund on the date of acceptance of this Subscription Agreement, there are no governmental orders, permissions, consents, approvals or authorizations that are required to be obtained and/or observed, and no registrations or other filings (other than a notice of exempt offering on Form D under the Securities Act or other similar filings under any applicable U.S. state “blue sky” law or the securities laws of any other jurisdiction) are required to be made (in each case whether regarding registration as a lobbyist, investment advisor and/or other status or category, or otherwise (including restrictions on gifts, political contributions or other activities) for the Fund, New Mountain Finance Advisers BDC, L.L.C. (the “Adviser”) or their respective Affiliates or employees) in connection with the purchase of the Units by the Investor and/or the Investor’s status as a Unitholder of the Fund. The Investor’s overall commitment to the Fund and other investments that are not readily marketable is not disproportionate to the Investor’s net worth, and the Investor has no need for immediate liquidity in the Investor’s investment in Units.

(f)          To the full satisfaction of the Investor, the Investor has been furnished any materials the Investor has requested relating to the Fund, the offering of Units or any statement made in the Memorandum, and the Investor has been afforded the opportunity to ask questions of representatives of the Fund concerning the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Memorandum.

(g)          Other than as set forth in the Memorandum, the Limited Liability Agreement and any separate agreement in writing with the Fund or the Adviser executed in conjunction with the Investor’s subscription for Units, the Investor is not relying upon any other information (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising), representation or warranty by the Fund, the Adviser, any Affiliate of the foregoing or any agent of them, written or otherwise, in determining to invest in the Fund and the Investor understands that the Memorandum is not intended to convey tax or legal advice.  The Investor has consulted to the extent deemed appropriate by the Investor with the Investor’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in Units, and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Units, and believes that an investment in the Units is suitable and appropriate for the Investor.

(h)          If the Investor is not a natural person (i) the Investor has the power and authority to enter into this Subscription Agreement, the Limited Liability Company Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Units, and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby and (ii) the person signing this Subscription Agreement on behalf of the Investor has been duly authorized to execute and deliver this Subscription Agreement, the Limited Liability Company Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Units.  If the Investor is a natural person, the Investor has all requisite legal capacity to acquire and hold the Units and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Investor in connection with this subscription for Units.  The Investor has provided the Fund with a copy of any policy or regulation applicable to the Investor or the Investor’s service providers (including with respect to political contributions, third-party payments or the use of placement agents) to which the Adviser, and/or the Fund will be expected to comply in connection with the Investor’s investment in the Fund.  Neither (A) the execution and delivery by the Investor of, and compliance by the Investor with, this Subscription Agreement, the Limited Liability Company Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for Units nor (B) except as disclosed to the Fund in writing prior to the submission hereof, the payment of a fee to any placement agent, solicitor or finder in connection with the Investor’s subscription for Units, violates or represents a breach of, or constitutes a default under, any instruments governing the Investor, any law, regulation, order or policy, or any agreement to which the Investor is a party or by which the Investor is bound, including any policy or regulation of the type referred to in the previous sentence.  This Subscription Agreement has been duly executed by the Investor and constitutes, and the Limited Liability Company Agreement, when the Investor is admitted as a Unitholder, will constitute, a valid and legally binding agreement of the Investor, enforceable against it in accordance with the terms thereof (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, by equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing).

(i)          The Investor: (i) is not registered as an investment company under the 1940 Act; (ii) has not elected to be regulated as a business development company under the 1940 Act; and (iii) either (A) is not relying on the exception from the definition of “investment company” under the 1940 Act set forth in Section 3(c)(1) or 3(c)(7) thereunder or (B) is permitted to acquire and hold more than 3% of the outstanding voting securities of a business development company regulated under the 1940 Act.

(j)          If the Investor is, or is acting (directly or indirectly) on behalf of, a Plan¹ that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Code, or any provisions of any other U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to those provisions of ERISA or the Code (collectively, “Other Plan Laws”):

(i)          (a) neither the Adviser, the Fund or any of their respective Affiliates (collectively referred to as the “New Mountain Entities”) has acted as the Plan’s fiduciary, or has been relied upon for any advice, with respect to the Plan’s decision to purchase or hold any Units and none of the New Mountain Entities shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to purchase, continue to hold, transfer, withdraw, vote or provide any consent with respect to any Units; and

(b) the decision to invest in the Fund has been made, and the performance of the Plan’s obligations under (and the exercise of the Plan’s rights in connection with) the Limited Liability Company Agreement and the Subscription Agreement will continue to be made, at the recommendation or direction of an independent fiduciary (a “Fiduciary”) who is:

(ii)          the Independent Fiduciary has taken into consideration its fiduciary duties under ERISA or any Other Plan Law, as applicable, including the diversification requirements of Section 404(a)(1)(C) of ERISA (if applicable), in authorizing the Plan’s investment in the Fund, and has concluded that such investment is prudent;

(iii)           the Plan’s decision to invest in the Fund and the acquisition of the Units contemplated thereby is in accordance with the terms of the Plan’s governing instruments and complies with all applicable requirements of ERISA, the Code and Other Plan Laws and does not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, or a similar violation under any applicable Other Plan Laws; and

(iv)           if the Investor is (directly or indirectly) investing the assets of a Plan which is not subject to Title I of ERISA or Section 4975 of the Code but is subject to Other Plan Laws, the Investor represents and warrants that the Fund’s assets will not constitute the assets of such Plan under the provisions of such Other Plan Laws thereby subjecting the Fund and the Adviser (or other Persons responsible for the operation of the Fund and/or investment of the Fund’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

The representations and warranties set forth in this paragraph 2(j) shall be deemed repeated and reaffirmed on each day the Investor holds any Units.  If at any time prior to the winding up and dissolution of the Fund the representations and warranties set forth in this paragraph shall cease to be true, the Investor shall promptly notify the Fund in writing.  The Investor was offered the Units through private negotiations, not through any general solicitation or general advertising, and in the jurisdiction listed in Section A.3 in the Investor Questionnaire attached hereto (the “Investor Questionnaire”) and intends that the securities laws of that jurisdiction govern the Investor’s subscription.

(k)          The Investor acknowledges, or, if the Investor is acting as agent, representative or nominee for a subscriber, the Investor has advised the beneficial owner that the Fund has entered, or may enter, into an agreement with a Placement Agent providing for a payment from the Fund of a one-time or ongoing fee based upon the Units of any Investor introduced to the Fund by such Placement Agent.

(l)           (i)          Neither the Investor, nor any of its Affiliates or beneficial owners (w) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) (which can be found here: http://www.treas.gov/offices/enforcement/ofac/), nor are they otherwise a party with which the Fund is prohibited to deal under the laws of the United States, (x) appears on the European External Action Service consolidated list of persons, groups and entities subject to EU financial sanctions maintained on behalf of the European Commission, (y) appears on the Consolidated United Nations Security Council Sanctions List or (z) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities.  The Investor further represents and warrants that: (a) if the Investor is a natural person, the Investor is not a person who is or has been entrusted with prominent public functions, such as Head of State or of government, a senior politician, a senior government, judicial or military official, a senior executive of a state-owned corporation or an important political party official, or a close family member or close associate of such person, and (b) the monies used to fund the investment in the Units are not derived from, invested for the benefit of or related in any way to, the governments of, or persons within, any country that (i) is under a U.S. embargo enforced by OFAC, (ii) has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering or (iii) has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”

The Investor further represents and warrants that the Investor: (i) has conducted thorough due diligence with respect to all of its beneficial owners, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence.  Pursuant to anti-money laundering laws and regulations, the Fund may be required or determine that it is necessary and appropriate to collect documentation verifying the Investor’s identity and the source of funds used to acquire a Unit before, and from time to time after, acceptance by the Fund of this Subscription Agreement.  The Investor does not know or have any reason to suspect that (i) the monies used to fund the Investor’s investment in a Unit have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, and (ii) the proceeds from the Investor’s investment in Units will be used to finance any illegal activities.  Neither the Investor, nor any of its Affiliates, nor any person having a direct or indirect beneficial interest in the Units being acquired is (i) a senior foreign political figure (“SFPF”),² (ii) an immediate family member³ of a SFPF or (iii) a close associate⁴ of a SFPF.

Neither the Investor, nor any of its Affiliates, nor any person having a direct or indirect beneficial interest in the Units being acquired is (i) a politically exposed person (a “PEP”),⁵ (ii) an immediate family member⁶ of a PEP or (iii) a close associate⁷ of a PEP.  The Investor further represents and warrants that to the extent a beneficial owner is a bank, including a branch, agency or office of a bank, that is not physically located in the United States, that the Investor has taken and will take reasonable measures to establish that the bank has a physical presence or is an affiliate of a regulated entity.  The Investor has determined that the funds being invested by the Investor in the Fund do not come from corruption.

(ii)          The Investor acknowledges and agrees that unless the Adviser or the Fund otherwise agrees, any distributions to it will be paid to the account specified in Section A of the Investor Questionnaire, which will be the same account from which payments will be made by the Investor to the Fund and will only be made in the Investor’s name and, unless otherwise specified in Section A of the Investor Questionnaire, to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or of a bank that is regulated in and either based or incorporated in or formed under the laws of the United States or another “Approved FATF Country” and that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time.  For the purposes of this Subscription Agreement, an “Approved FATF Country” means a country that is recognized as such by the Financial Action Task Force on Money Laundering.⁸

(iii)          If the Investor or beneficial owner of the investment in the Units is a non-U.S. banking institution (a “Non-U.S. Bank”), the Investor represents and warrants to the Fund that it is not a prohibited “shell bank” as defined by the USA PATRIOT Act Regulations.

(iv)          In the event that the Investor is a non-U.S. Bank or if the Investor receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non-U.S. Bank, the Investor represents and warrants to the Fund that: (A) the Non-U.S. Bank has a fixed address, other than an electronic address or a post-office box, in a country in which the Non-U.S. Bank is authorized to conduct banking activities; (B) the Non-U.S. Bank employs one or more individuals on a full-time basis; (C) the Non-U.S. Bank maintains operating records related to its banking activities; (D) the Non-U.S. Bank is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and (E) the Non-U.S. Bank does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate.

⁸              A list of current FATF members can be found at

            http://www.fatf-gafi.org/pages/aboutus/membersandobservers/#d.en.3147.

(v)          The Investor agrees and acknowledges that, among other remedial measures, (A) in order to comply with governmental regulations and/or if the Fund determines in its good faith judgment that such action is in the best interests of the Fund (including if the Investor fails to provide any information or execute and deliver any documents requested pursuant to Section 4), the Adviser  may “freeze the account” of the Investor, either by prohibiting additional investments by the Investor, segregating assets of the Investors and/or suspending other rights the Investor may have under the Limited Liability Company Agreement and (B) the Adviser may be required to report such action or confidential information relating to the Investor (including, without limitation, disclosing the Investor’s identity) to governmental authorities, self-regulatory organizations and financial institutions.

(vi)          The representations and warranties set forth in this paragraph 2(l) shall be deemed repeated and reaffirmed by the Investor to the Fund as of each date that the Investor is required to make a Capital Contribution or other payment to, or receives a distribution from, the Fund or any alternative investment vehicle, if applicable.  If at any time during the term of the Fund, the representations and warranties set forth in this paragraph 2(l) cease to be true, the Investor shall promptly so notify the Fund in writing.

(vii)          The Investor understands and agrees that the Fund may not accept any amounts from a prospective Unitholder if such prospective Unitholder cannot make the representations and warranties set forth in this paragraph 2(l).  If an existing Unitholder cannot make these representations or warranties at any time, the Fund may require the redemption of such Unitholder’s Units pursuant to Section 10.3 of the Limited Liability Company Agreement.

(m)          The Investor will not transfer or deliver any interest in the Units except in accordance with the restrictions set forth in the Limited Liability Company Agreement.

3.          Tax Information.  The Investor certifies under penalties of perjury that (i)(A) the Investor’s name and address provided in the Investor Questionnaire are correct and (B) the Investor will complete and return with this Subscription Agreement an applicable CRS self-certification form and IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) and (ii)(A) the Investor is a non-resident alien individual, for eign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Code) and (B) the Investor will notify the Fund within sixty (60) calendar days of any change in such status.  The Investor agrees to execute properly and provide to the Fund in a timely manner any tax documentation or other information that may be reasonably required by the Adviser in connection with the Fund (including, but not limited to, the name, address and tax identification number of any “substantial U.S. owner” of the Investor or other information required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Fund pursuant to Sections 1471 through 1474 of the Code, an intergovernmental agreement entered into in connection with the implementation of Sections 1471 through 1474 of the Code or any similar regime under non-U.S. law implementing such intergovernmental agreement or any similar provision of non-U.S. law (“FATCA”) and any other information reasonably requested by the Adviser that is necessary for the Fund (or any entity in which the Investor directly or indirectly invests) to comply with its obligations pursuant to FATCA).

4.          Further Advice and Assurances.  All information which the Investor has provided to the Fund, including the information in this Subscription Agreement and in the Investor Questionnaire, is true, correct and complete as of the date hereof, and the Investor agrees to notify the Fund immediately if any representation or warranty contained in this Subscription Agreement or any of the information in the Investor Questionnaire, becomes untrue at any time.  The Investor agrees to provide such information and execute and deliver such documents with respect to itself and its direct and indirect beneficial owners as the Fund may from time to time reasonably request from time to time to verify the accuracy of the Investor’s representations and warranties herein, to establish the identity of the Investor and the direct and indirect participants in its investment in Units, to the extent applicable, to effect the transfer and admission referred to in the second sentence of paragraph 5 below, to comply with any law, rule or regulation to which the Fund may be subject, including, without limitation, compliance with anti-money laundering laws, rules and regulations of any applicable jurisdiction, to respond to requests for information concerning the identity of Unitholders or source of funds from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, to update such information, or to respond to any request by a court or regulatory authority in connection with any actual or proposed Portfolio Investment or for any other reasonable purpose.

5.          Power of Attorney.  The Investor by executing this Subscription Agreement hereby appoints any duly authorized representative of the Fund, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, to execute, acknowledge, verify, swear to, deliver, record and file, in the Investor’s name, place and stead, the Limited Liability Company Agreement, any amendments to the Limited Liability Company Agreement (approved in accordance therewith) or any other agreement or instrument that the Fund deems appropriate solely to admit the Investor as a Unitholder of the Fund.  To the fullest extent permitted by law, this power of attorney is coupled with an interest, is irrevocable and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor.  This power of attorney shall not revoke any prior powers of attorney executed by the Investor (including any powers of attorney contained in any documents executed pursuant to a power of attorney) and will terminate upon the complete withdrawal of an assigning Unitholder from participation in the Fund.  The Investor acknowledges and agrees that under the terms of the Limited Liability Company Agreement each Unitholder grants a further power of attorney to the Fund as provided for therein.

6.          Indemnity.  The Investor understands that the information provided herein (including the Investor Questionnaire) will be relied upon by the Fund and the Adviser for the purpose of determining the eligibility of the Investor to purchase Units in the Fund.  The Investor agrees to provide, if requested, any additional information that may reasonably be required to determine the eligibility of the Investor to purchase Units in the Fund.  To the fullest extent permitted by law, unless otherwise agreed to in writing by the Adviser (on its own behalf and/or on behalf of the Fund) the Investor agrees to indemnify and hold harmless the Fund, the Adviser, the Administrator and their respective Affiliates and each Unitholder thereof from and against any loss, damage or liability due to or arising out of a material breach of any representation, warranty or agreement of the Investor contained in this Subscription Agreement (including the Investor Questionnaire attached hereto) or in any other document provided by the Investor to the Fund or in any agreement (other than the Limited Liability Company Agreement) executed by the Investor with the Fund or the Adviser in connection with the Investor’s investment in Units.  Notwithstanding any provision of this Subscription Agreement (including the Investor Questionnaire), the Investor does not waive any rights granted to it under the Limited Liability Company Agreement or applicable securities laws.

7.          United Kingdom Law Considerations. If the Investor has received an offer to invest in the Fund or the “Fund Material” (being the materials used to promote and market the Fund including the Memorandum, Limited Liability Company Agreement, Subscription Agreement and other ancillary materials) while in the United Kingdom, the Investor hereby represents, warrants, covenants and agrees that it has completed Section J. If the Investor has not completed Section J, the Investor represents, warrants, covenants and agrees that it received any offer to invest in the Fund and the Fund Material outside the United Kingdom.

8.          Canadian Law Considerations.  If the Investor is a resident in Canada (any such Investor, a “Canadian Investor”), then the Canadian Investor hereby represents, warrants, covenants and agrees that it has duly reviewed and accurately completed Annex 3 to this Subscription Agreement.  If the Investor has not completed Annex 3, the Investor represents, warrants, covenants and agrees that it is not a Canadian Investor.

9.          Japanese Law Considerations.

(a)          If the Investor is a Japanese “resident” as defined in the first sentence of Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Law of Japan or was solicited in Japan in connection with its subscription of Units (any such Investor, a “Japan Investor”), then the Japan Investor hereby represents, warrants, covenants and agrees that it has duly and accurately completed Annex 4.  If the Investor has not completed Annex 4, the Investor represents, warrants, covenants and agrees that it is not a Japan Investor.

(b)          The Japan Investor acknowledges and understands that the Units may not be offered for a public offering in Japan unless a securities registration statement pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Law of Japan (the “FIEL”) has been filed with the Director of the Kanto Local Finance Bureau of the Ministry of Finance of Japan.  The Japan Investor further acknowledges and understands that (i) no registration pursuant to Article 4, Paragraph 1 of the FIEL has been made or will be made with respect to the solicitation of the application for the acquisition of the Units on the ground that such solicitation constitutes “shoninzu-muke kanyu” as described in Article 23-13, Paragraph 4 of the FIEL since it does not fall under the category set forth in Article 2, Paragraph 3, Item 3 of the FIEL and (ii) the Units are the rights set forth in Article 2, Paragraph 2, Item 6 of the FIEL.

(c)          The Japan Investor acknowledges and understands that the Fund has made a filing under the exemption provided under Article 63 of the FIEL.

(d)          The Japan Investor represents and warrants that it is not a person who falls within any of the categories set forth in items (a) through (c) of Article 63, Paragraph 1, Item 1 of the FIEL (“Disqualified Investor”) as of the date hereof and the date when the Japan Investor was offered the Units and will not become a Disqualified Investor during the period that it holds any Units.

(e)          If the Japan Investor has answered “Yes” to question 1.a. in Annex 4 to the effect that the Japan Investor is a “qualified institutional investor” (tekikaku kikan toshika) as defined in Article 10, Paragraph 1 of the Cabinet Office Ordinance Concerning Definitions Provided in Article 2 of the FIEL (“Qualified Institutional Investor”), then the Japan Investor hereby agrees that (i) it will continue to maintain its status as a Qualified Institutional Investor as long as it holds any Units, (ii) it will only transfer its Unit to another Qualified Institutional Investor who is not a Disqualified Investor and where such transferee agrees to foregoing transfer restrictions and (iii) its name may be disclosed in the filing document submitted to the Japanese governmental entity in relation to the exemption provided under Article 63 of the FIEL.

(f)          If the Japan Investor is not a Qualified Institutional Investor, the Japan Investor hereby represents that the Japan Investor falls under one of the categories under Article 17-12, Paragraph 1 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Law of Japan, and agrees that (i) the Japan Investor does not need any explanation regarding “material matters” as defined in Article 3, Paragraph 1 of the Law on Sales of Financial Products of Japan and (ii) it will not transfer its Unit unless it is transferring the entirety of its Unit to a single transferee who is a Qualified Institutional Investor (who is not a Disqualified Investor) or a permitted investor for specially permitted businesses (tokurei gyomu taisho toushika) under Article 17-12, paragraph 4, item 2 of the Cabinet Order (“Eligible Non-Qualified Institutional Investor”) and where such transferee agrees to the foregoing transfer restrictions.

(g)          To the extent required by applicable law, the Adviser shall manage funds invested pursuant to the Limited Liability Company Agreement separately from the Adviser’s own property and other property pertaining to the other businesses conducted by the Adviser in the manner satisfying the criteria prescribed in Article 40-3 of the FIEL and Article 125 of the Cabinet Office Ordinance on Financial Instruments Business.

(h)          If the Japan Investor has answered “Yes” to question 2.a in Annex 4, then the Japan Investor agrees that it will obtain the prior written consent of the Fund (and such consent shall not be unreasonably withheld) with respect to any change in the number of its investors who are not Qualified Institutional Investor.  Furthermore, the Japan Investor understands, acknowledges and agrees that the Fund may withhold its consent if such change in the number of underlying investors in the Japan Investor will subject the Fund or the Adviser to any registration requirement under the FIEL or disqualifies the Fund or the Adviser from operating under the exemption from registration as provided under Article 63 of the FIEL.

(i)          The Japan Investor has conducted due diligence and represents and warrants that, to the best of its knowledge, none of: (a) the Japan Investor; (b) any person controlling or controlled by the Japan Investor; (c) if the Japan Investor is a privately held entity, any person having a beneficial interest in the Japan Investor; (d) if the Japan Investor is not the beneficial owner of all of the Unit, any person having a beneficial interest in the Unit; or (e) any person for whom the Japan Investor is acting as agent or nominee in connection with this investment in the Unit: (i) is an Anti-Social Organization, a member of an Anti-Social Organization, or any other such similar organization or person; (ii) cooperates with or is involved in maintaining or operating any Anti-Social Organization by providing funds to it or through any other means; or (iii) intentionally has any association with any Anti-Social Organizations.  As used herein, “Anti-Social Organization” shall mean an organization which is likely to encourage members of the organization (including any member of an organization constituting such organization) to commit, as a group or habitually, illegal actions specified in the Law regarding Prevention of Improper Conduct by Members of Anti-Social Organization of Japan (Law No. 77 of 1991, as amended) or any other similar organization pursuing economic interests by the use of violence, force or fraudulent means.

10.          Certain Definitions.  For purposes hereof, “United States” and “U.S. Person” shall have the meanings set forth in Regulation S of the Securities Act and Section 7701(a)(30) of the Code.

11.          Miscellaneous.  This Subscription Agreement is not assignable by the Investor without the prior written consent of the Fund.  The representations and warranties made by the Investor in this Subscription Agreement, including the Investor Questionnaire attached hereto, shall survive the closing of the transactions contemplated hereby and any investigation made by the Fund or the Adviser.  The Investor Questionnaire, including, without limitation, the representations and warranties contained therein, is an integral part of this Subscription Agreement and shall be deemed incorporated by reference herein.  This Subscription Agreement may be executed in one or more counterparts, all of which together shall constitute one instrument.  Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that this Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the parties hereto submit to the non-exclusive jurisdiction of federal and state courts located in the State of New York.

12.          Distributions.  Distributions to the Investor in respect of its Units shall be made to the account(s) specified in Section A of the Investor Questionnaire or as otherwise specified in writing by the Investor to the Fund.

13.          “Disqualifying Event” under Rule 506. The Investor represents that neither the Investor nor any person who through the Investor’s Units (including anyone who has investment discretion on the Investor’s behalf) beneficially owns the Units has been subject to any of the events specified in Exhibit A during the time periods specified therein.  Furthermore, the Investor agrees to provide the Fund with prompt written notice of the occurrence of any event specified in Exhibit A with respect to the Investor or any such beneficial owner.

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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

⁹          If the account is a joint account, the other authorized signatory on such account must also execute this Subscription Agreement.

ACCEPTANCE OF SUBSCRIPTION

(to be filled out only by the Fund)

The Fund hereby accepts the above application for subscription for Units as of the date set forth below.

NEW MOUNTAIN GUARDIAN III BDC, L.L.C.

INVESTOR QUESTIONNAIRE

A.          General Information

1.          Print Full Name of Investor

B.          Accredited Investor Status

The Investor represents and warrants that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and has checked each and every box below which is next to the category or categories under which the Investor qualifies as an accredited investor:

FOR INDIVIDUALS:

¹⁰          A “BHC Investor” is defined as an Investor that is a bank holding company, as defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), a non-bank subsidiary (for purposes of the BHC Act) of a bank holding company, a foreign banking organization, as defined in Regulation K of the Board of Governors of the Federal Reserve System (12 C.F.R. § 211.23) or any successor regulation, or a non-bank subsidiary (for purposes of the BHC Act) of a foreign banking organization which subsidiary is engaged, directly or indirectly in business in the United States and which in any case holds Shares for its own account.

You may make additional copies of the table below as necessary.

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¹¹          “Non-U.S. Person” means (a) a citizen of a country other than the United States, (b) an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States, (c) a government other than the government of the United States or of any state, territory or possession of the United States, (d) a corporation, limited partnership, limited liability company or other entity of which, in the aggregate, more than 25% of the capital stock or other partnership, membership or ownership interests is owned of record or voted by Persons described in any of clauses (a) through (c) above or an entity described in this clause (d) or (e) a representative of, or entity controlled by, Persons described in any of the foregoing clauses (a) through (e).

¹²          “Significant” means a holder of more than 10% of the equity interests of the Investor.

	INDIVIDUAL INVESTOR:
	(Print Full Name)
	(Signature)
	PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST, CUSTODIAL ACCOUNT, JOINT ACCOUNT, OTHER INVESTOR:
	(Print Full Name of Entity)
	By:
		(Signature)
	(Print Full Name and Title)

Name of Individual Investor:
Name of Fund:
Signature:
Date:

	“data controller”	means the New Mountain entity that decides how and why personal data is processed;
	“EEA”	means the member states of the European Economic Area;
	“personal data”	means information from which it is possible to identify a natural person (an individual), or information from which any individual is identifiable;
	“processing”	means anything that is done with personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
	“processor”	means the person or entity that processes personal data on behalf of a data controller.

		Purpose	Legal Basis
	a)	KYC -  confirming your identity and screening against government, supranational bodies or sanctions lists or performing other on-boarding due diligence	•    The processing is necessary for compliance with a legal obligation;
	b)	To perform our contract, including managing the assets of the fund, providing periodic and annual reporting, responding to your queries, keeping you apprised of co-investment opportunities, and any other matters of legitimate interest to investors including other investment opportunities	•    To perform our contract with you •   We also have a legitimate business interest in carrying out processing for some of these purposes where we consider that, on balance, our legitimate interests are not overridden by your interests, fundamental rights or freedoms
	c)	Legal compliance - detecting, investigating and preventing breaches and criminal offences, in accordance with applicable law.	•    The processing is necessary for compliance with a legal obligation; or •    We have a legitimate interest in carrying out the processing
	d)	Legal proceedings.	•    We have a legitimate interest in carrying out the processing for the purpose of establishing, exercising or defending our legal rights
	e)	Improving our products and services,	•     We have a legitimate interest in carrying out the processing for the purpose of improving our products or services where we consider that, on balance, our legitimate interests are not overridden by your interests, fundamental rights or freedoms

	Name of Subscriber
By:
	Name of Signatory:
	Title (if applicable):

	□ British Columbia	□ Alberta	□ Saskatchewan
	□ Manitoba	□ Ontario	□ Québec
	□ New Brunswick	□ Prince Edward Island	□ Nova Scotia
	□ Newfoundland and Labrador

	Name of Subscriber
By:
	Name of Signatory:
	Title (if applicable):
	Subscriber’s Address (P.O. Boxes are not acceptable)
	Telephone No.
	Telefax No.
	Email Address

□	(a)	a Canadian financial institution or a Schedule III bank;
□	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
□	(c)	a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
□	(d)	a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
□	(e)	a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
□	(f)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);
□	(g)	the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
□	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
□	(i)	a municipality, public board or c ommission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
□	(j)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
□	(k)	a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
□	(l)	An investment fund if one or both of the following apply:  (i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;  (ii) the fund is advised by a person or company authorized to act as an adviser under the  legislation of a jurisdiction of Canada;
□	(m)	in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”), or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
□	(n)	in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
□	(o)	An individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;
□	(p)	a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

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◻	(1) Financial instruments firm engaged in “Type I financial instruments business” (only those falling under the category of securities-related business, and except for those only engaging in the Type I electronic small amount subscription business as defined in Article 29-4-2, Paragraph 10 of the FIEL) or investment management business;
◻	(2) Investment company prescribed in Article 2, Paragraph 12 of the Law Concerning Investment Trusts and Investment Corporations (Law No. 198 of 1951);
◻	(3) Non-Japanese investment company prescribed in Article 2, Paragraph 25 of the Law Concerning Investment Trusts and Investment Corporations;
◻	(4) Bank;
◻	(5) Insurance company;
◻	(6) Non-Japanese insurance company or another entity described in Article 2, Paragraph 7 of the Insurance Business Law (Law No. 105 of 1995);
◻	(7) Shinkin Banks and Federations of Credit Cooperatives, and Labor Credit Associations and Federations of Labor Credit Associations;
◻	(8) The Norinchukin Bank or the Shoko Chukin Bank;
◻	(9) (A) Credit Cooperative that has submitted a notification of such status to the Commissioner of the Financial Services Agency (“FSA”) or a Federation of Credit Cooperatives; (B) a Federation of Agricultural Cooperatives engaged in the business of acceptance of deposits or savings or of facilities concerning mutual aid; or (C) a Federation of Mutual Aid Fishery Cooperatives engaged in the business of acceptance of deposits or savings or of facilities concerning mutual aid;
◻	(10) The Enterprise Turnaround Initiative Corporation of Japan (limited to the cases where it is engaged in business activities listed in Article 22, paragraph (1), item (i), item (ii), sub-items (a) and (c) and items (iii), (v), (ix) and (x) of the Act on the Enterprise Turnaround Initiative Corporation of Japan (Act No. 63 of 2009));

◻	(11) Kabushiki Kaisha Great East Japan Earthquake Business Operator Support Organization (limited to the case where it is engaged in business activities provided for in Article 16, Paragraph (1), item (i) and item (ii), sub-items (a) and (c) of the Kabushiki Kaisha Great East Japan Earthquake Business Operator Support Organization Law (Law No. 113 of 2011)).
◻	(12) Person who administers and manages one or more fiscal loan funds;
◻	(13) Government Pension Investment Fund;
◻	(14) Japan Bank for International Cooperation and the Okinawa Development Finance Corporation;
◻	(15) Development Bank of Japan;
◻	(16) Agricultural Cooperative or Federation of Fishery Cooperatives engaged in the business of acceptance of deposits or savings;
◻	(17) Person listed in Article 1-9, Item (5) of the Enforcement Ordinance of the FIEL (and registered in accordance with the provisions of Article 33-2 of the FIEL);
◻	(18) Corporation (kabushiki-kaisha) conducting business listed in Article 17-3, Paragraph 2, Item (12) of the Enforcement Regulation of the Banking Law (Ordinance of the Ministry of Finance No. 10 of 1982), that has submitted a notification to the Commissioner of the FSA that the amount of its capital as of its most recent fiscal year end is at least 500 million yen and that its Articles of Incorporation provide that it is engaged in such business;
◻	(19) Limited liability partnership for investments prescribed in Article 2, Paragraph 2 of the Limited Partnership Act for Investment;

◻	(20) (A) Employees’ pension fund (as such term is defined in Article 3, Item 11 of the Supplementary Provisions of Law No. 63 of 2013; the same applies in Item (24)), which has submitted a notification in accordance with Article 176, Paragraph 2 of Employees’ Pension Insurance Act (as such Article was effective immediately prior to the amendment to such Act by Article 1 of Law No. 63 of 2013 and are deemed effective due to Article 5, Paragraph 1 of the Supplementary Provisions of Law No. 63 of 2013) and that has submitted a notification to the Commissioner of the FSA that the aggregate amount of its liquid assets and fixed assets less the aggregate amount of its liquid liabilities, payment reserves and excessive reserve balance as described in the balance sheet (only those submitted in accordance with the provisions of Article 39, Paragraph 1 of the Cabinet Office Ordinance Concerning the Employees’ Pension Funds prior to the repeal (Ordinance No. 324 of 1966)) concerning pension accounting for the recent fiscal year is 10 billion yen or more; (B) corporate pension fund that has submitted a notification to the Commissioner of the FSA that the aggregate amount of its liquid assets and fixed assets less the aggregate amount of their liquid liabilities and payment reserves as described in the balance sheet (only those submitted in accordance with the provisions of Article 117, Paragraph 3, Item (1) of the Enforcement Regulations for the Law Concerning Defined-Benefit Corporate Pension Plans (Ministry of Health, Labour and Welfare Ordinance No. 22 of 2002)) concerning pension accounting for the recent fiscal year is 10 billion yen or more; or (C) the Pension Fund Association;
◻	(21) Person authorized to do business listed in Article 29, Paragraph 1, Item (1) of the Law Concerning Special Measures against Urban Rehabilitation (Law No. 22 of 2002) to the extent of doing business listed in Article 29, Paragraph 1, Item (1) therein and persons authorized to do business listed in Article 71, Paragraph 1, Item (1) of the same law to the extent of doing business listed in Article 71, Paragraph 1, Item (1) therein;
◻	(22) Trust company prescribed in Article 2, Paragraph 2 of the Trust Business Law (Law No. 154 of 2004) (excluding management type trust companies prescribed in Article 2, Paragraph 4 therein) that has submitted a notification to the Commissioner of the FSA;
◻	(23) Non-Japanese trust company prescribed in Article 2, Paragraph 6 of the Trust Business Law (excluding the non-Japanese management type trust companies prescribed in Article 2, Paragraph 7 therein) that has submitted a notification to the Commissioner of the FSA;
◻	(24) Corporation (other than existing employees’ pension fund) that has submitted a notification to the Commissioner of the FSA that it satisfies either of the following requirements (as to a corporation that has submitted a notification described in clause (24)(ii) below is applicable, only those conducting transactions as Operating Partners) 14:
	(i)          The corporation holds a balance of securities on the date immediately prior to the date of notification (“Nearest Preceding Day”), of 1 billion yen or more; or
	(ii)          The corporation (excluding those who satisfy paragraph (i)) is an Operating Partner that satisfies each of the following requirements:
	(a)      Securities Balance, which the corporation holds as an Operating Partner, for the business subject to contribution under the partnership agreement, silent partnership agreement, limited liability partnership agreement, or any agreement similar to any of the above agreements governed under non-Japanese laws and regulations, is 1 billion yen or more as of the Nearest Preceding Day; and
	(b)       The corporation has obtained, for submitting the notification, the consent of all other partners of the partnership under the partnership agreement, the silent partners of all other silent partnership agreements having rights under the business subject to contribution regarding the silent partnership agreement or all other partners of the partnership under the limited liability partnership agreement, or all other partners under any agreement similar to any of the above agreements governed under non-Japanese laws and regulations;

---

◻	(25) Special Purpose Company (as provided for in Article 2, Paragraph 3 of the Act on Securitization of Assets (Law No. 105 of 2008) which has made a filing with the Commissioner of the FSA as falling under any of the following requirements:
	(i)        The Specified Assets (as provided for in Article 2, Paragraph 1 of the Act on Securitization of Assets) in the Asset Securitization Plan as provided for in Article 2, Paragraph 4 of the Act on Securitization of Assets that has been filed pursuant to Article 4, Paragraph 1 of the Act on Securitization of Assets, including the securities (or, if a notification pursuant to Article 9, Paragraph 1 of the Asset Securitization Law regarding the amendment of the Asset Securitization Plan has been submitted, the amended Asset Securitization Plan) and the value of such securities is 1 billion yen or more;
	(ii)       Pursuant to Article 200, Paragraph 1 of the Act on Securitization of Assets, the Special Purpose Company has entered into a trust agreement regarding the relevant Specified Assets (with limitation to the securities, acquisition and solicitation (as provided for in Article 2, Paragraph 3 of the Act and includes the reorganization issuance procedures prescribed in Article 2-2, Paragraph 2 of the FIEL) which falls under any of the cases as provided for in Article 2, Paragraph 3, Sub-paragraph (ii)(a) of the Act) with a trust company, etc. (which falls under Qualified Institutional Investors among the trust companies, etc. provided for in Article 33, Paragraph 1 of the Act on Securitization of Assets) in order for such company to conduct the management and disposition of such Specified Assets and that there is a resolution of the general meeting of the members of such Special Purpose Company for making such filing; and
	(iii)      Pursuant to Article 200, Paragraph 2 of the Act on Securitization of Assets, the Special Purpose Company has entrusted the business regarding management and disposition of the Specified Assets to the Financial Instruments Business Operator (with limitation to the person which conducts the investment management business) which is the assignee of the relevant Specified Assets or to the Financial Instruments Business Operator which has the financial base and personnel that are sufficient to duly conduct the management and disposition of the Specified Assets and that there is a resolution of the general meeting of members of such Special Purpose Company for making such filing.

◻	(26) Individual who has submitted a notification to the Commissioner of the FSA that it satisfies either of the following requirements:
	(i)          Individual who satisfies each of the following requirements:
	(a)       Securities Balance, which the individual holds, is 1 billion yen or more as of the Nearest Preceding Day; and
	(b)       one year has passed since the individual opened an account with the “Financial Instruments Firm and Registered Financial Institution” within the meaning given to it under Article 34 of the FIEL;
	Or
	(ii)          The individual is an Operating Partner who satisfies each of the following requirements:
	(a)       Securities Balance, which the individual holds as an Operating Partner, for the business subject to contribution under the partnership agreement, silent partnership agreement, limited liability partnership agreement, or any agreement similar to any of the above agreements governed under non-Japanese laws and regulations, is 1 billion yen or more as of the Nearest Preceding Day; and
	(b)      The individual has obtained, for purposes of submitting the notification, the required consent of all other partners of the partnership under the partnership agreement, the silent partners of all other silent partnership agreements having rights under the business subject to contribution regarding the silent partnership agreement or all other partners of the partnership under the limited liability partnership agreement, or all other partners under any agreement similar to any of the above agreements governed under non-Japanese laws and regulations;
◻	(27) Person (excluding individuals) conducting the following business in countries other than Japan in compliance with applicable non-Japanese laws and regulations who has submitted a notification to the Commissioner of the FSA that the amount of their stated capital (or capital commitments or total initial capital) as of the date of such notification is equal to or more than the relevant amount stated below:
	(i)       Type I financial instruments business falling under the category of securities-related business, except for those only engaging in the same type of business as the Type I electronic small amount subscription business as defined in Article 29-4-2, Paragraph 10 of the FIEL: 50 million yen;
	(ii)       investment management business: 50 million yen;
	(iii)      banking business prescribed in Article 2, Paragraph 2 of the Banking Law (Law No. 59 of 1981): 2 billion yen;
	(iv)      insurance business prescribed in Article 2, Paragraph 1 of the Insurance Business Law: 1 billion yen; or
	(v)      trust business prescribed in Article 2, Paragraph 1 of the Trust Business Law (excluding the management type trust business prescribed in Article 2, Paragraph 3 of the Trust Business Law): 100 million yen;

◻	(28) Non-Japanese government, non-Japanese governmental agency, non-Japanese local government, non-Japanese central bank or an international organization in which the nation of Japan participates (in its capacity a sovereign nation), in each case that has submitted a notification of such status to the Commissioner of the FSA; and
◻	(29) A fund which falls under or similar to the employees’ pension fund or corporate pension fund established in accordance with foreign laws, which has made a filing with the Commissioner of the FSA to the effect that all of the following requirements are met:
	(i)     Such fund is operated for the purpose of management or delivery of, mainly, retirement funds, retirement allowance or other similar remuneration in a foreign country; and
	(ii)     The total amount of the assets in the document regarding the financial calculation for the recent business year that is equivalent to the balance sheet, deducted by the total amount of debt, is 10 billion yen or more.
◻	(30) Other entity that is a Qualified Institutional Investors under the FIEL because it is ____________________________________________________________.

◻	(1) The Japanese government
◻	(2) Bank of Japan.
◻	(3) The local government.
◻	(4) A Financial Instruments Business Operator or Registered Financial Institution.
◻	(5) A person who conducts the business of self-offering or investment management for partnership-type funds for which he/she/it is acting as a general partner (as stipulated in Article 17-12, Paragraph 1, Item 5 of the Cabinet Order).
◻	(6) A director, officer or employee of the Qualified Institutional Investors -Targeted Fund Business Operator (as stipulated in Article 233-2, Paragraph 1, Item 1 of the Cabinet Office Ordinance on Financial Instruments Business, etc. (the “Cabinet Office Ordinance”)).
◻	(7) A a) Parent Company, b) Subsidiary or c) Subsidiary of the Parent Company of the Qualified Institutional Investors -Targeted Fund Operator (as stipulated in Article 233-2, Paragraph 1, Item 2 of the Cabinet Office Ordinance).
◻	(8) An investment manager for the Qualified Institutional Investors -Targeted Fund Operator (including sub-investment manager) (as stipulated in Article 233-2, Paragraph 1, Item 3 of the Cabinet Office Ordinance).
◻	(9) An investment advisor to the Qualified Institutional Investors -Targeted Fund Operator (as stipulated in Article 233-2, Paragraph 1, Item 4 of the Cabinet Office Ordinance).

◻	(10) A Director, officer or employee of those specified in Items (7) to (9).
◻	(11) A family of individual Qualified Institutional Investors -Targeted Fund Operator and those specified in Item (6) and Items (8) to (10) (as stipulated in Article 233-2, Paragraph 1, Item 6 of the Cabinet Office Ordinance).
◻	(12) A company that issues share certificates which are listed on a Financial Instruments Exchange.
◻	(13) A legal entity with JPY 50 million or more of paid-in capital.
◻	(14) A legal entity with JPY 50 million or more of net assets.
◻	(15) A juridical person incorporated by a specific act of incorporation pursuant to the provisions of any specific act.
◻	(16) A tokutei mokuteki kaisha (TMK).
◻	(17) A Corporate Pension Fund whose financial assets amount to no less than 10 billion yen (as stipulated in Article 17-12, Paragraph 1, Item 12 of the Cabinet Order).
◻	(18) A foreign juridical person.
◻	(19) An individual whose financial assets amount to no less than 100 million yen, and who opened his/her securities account more than 1 year ago (as stipulated in Article 233-2, Paragraph 3, Item 1 of the Cabinet Office Ordinance).
◻	(20) An individual who, as a general partner of a partnership, an operator for tokumei kumiai, an executive partner of a limited liability partnership or a similar person under non-Japanese laws, holds financial assets of such fund that amount to no less than 100 million yen (in case such individual makes a transaction in such capacity) (as stipulated in Article 233-2, Paragraph 3, Item 2 of the Cabinet Office Ordinance).
◻	(21) Public Interest Incorporated Association or Public Interest Incorporated Foundation amount to no less than 25% of whose voting rights or contributed money are held by the Japanese government or the local government, and whose business purpose is to develop local industries (as stipulated in Article 233-2, Paragraph 4, Item 1 of the Cabinet Office Ordinance).
◻	(22) A Surviving Employees' Pension Fund whose financial assets amount to no less than 10 billion yen (as stipulated in Article 233-2, Paragraph 4, Item 2 of the Cabinet Office Ordinance).
◻	(23) A non-Japanese pension fund that is equivalent to Corporate Pension Fund or a Surviving Employees’ Pension Fund, whose financial assets amount to no less than 10 billion yen (as stipulated in Article 233-2, Paragraph 4, Item 3 of the Cabinet Office Ordinance).
◻	(24) A legal entity whose financial assets amount to no less than 100 million yen (as stipulated in Article 233-2, Paragraph 4, Item 4(a) of the Cabinet Office Ordinance).

◻	(25) A legal entity, which as a general partner of a partnership, an operator for tokumei kumiai, an executive partner of a limited liability partnership or a similar person under non-Japanese laws, holds financial assets that amount to no less than 100 million yen (as stipulated in Article 233-2, Paragraph 4, Item 4(b) of the Cabinet Office Ordinance).
◻	(26) A Subsidiary or Related Company of the following (as stipulated in Article 233-2, Paragraph 4, Item 5 of the Cabinet Office Ordinance): (i)          a Financial Instruments Business Operator or Registered Financial Institution; (ii)          a listed company; (iii)          a legal entity with JPY 50 million or more of paid-in capital; or (iv)          a legal entity with JPY 50 million or more of net assets.
◻	(27) A certain asset management company of the individual set forth in Item (19) or Item (20) (as stipulated in Article 233-2, Paragraph 4, Item 6 of the Cabinet Office Ordinance).
◻	(28) An issuer of a certain non-Japanese partnership interests (as stipulated in Article 233-2, Paragraph 4, Item 7 of the Cabinet Office Ordinance).
◻	(29) An asset management company whose investment revenue amounts to no less than 75% of all revenue (as stipulated in Article 233-2, Paragraph 4, Item 8 of the Cabinet Office Ordinance).
◻	(30) The undersigned is NOT an Eligible Non-Qualified Institutional Investor.15

◻	(1) Qualified Institutional Investor
◻	(2) The Japanese government
◻	(3) Bank of Japan
◻	(4) juridical persons incorporated by a specific act of incorporation pursuant to the provisions of any specific act;
◻	(5) an Investor Protection Fund as prescribed in Article 79-21 of the FIEL;
◻	(6) Deposit Insurance Corporation of Japan;
◻	(7) the Agricultural and Fishery Cooperative Savings Insurance Corporation;
◻	(8) the Insurance Policyholders Protection Corporation of Japan prescribed in Article 259 of the Insurance Business Act;

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◻	(9) a Special Purpose Company;
◻	(10) a company that issues share certificates which are listed on a Financial Instruments Exchange;
◻	(11) a stock company whose stated capital is expected to amount to 500 million yen or more, reasonably judging from the status of the transactions thereof or any other circumstances;
◻	(12) a financial instruments firm, or a juridical person that falls under the category of a Notifier of Specially Permitted Business Activities as prescribed in Article 63, Paragraph 3 of the FIEL; and
◻	(13) a foreign juridical person.

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The Investor possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks involved and is one of the following types of client:
1.	◻	An entity which is required to be authorised or regulated to operate in the financial markets (including entities authorised by a European Union member state (a “Member State”) under a directive, entities authorised or regulated by a Member State without reference to a directive, and entities authorised or regulated by a non-Member State), such as: ◻  a credit institution; ◻  an investment firm; ◻  any other authorised or regulated financial institution; ◻ an insurance company; ◻  a collective investment scheme or management company of such a scheme; ◻  a pension fund or a management company of such a pension fund; ◻  a commodity or commodity derivatives dealer; ◻  a local; OR ◻  any other institutional investor.
	OR
2.	◻	A large undertaking meeting two of the following size requirements on a company basis:
		•          balance sheet total equal to or exceeding:	€20,000,000
		•          net turnover total equal to or exceeding:	€40,000,000
		•          own funds total equal to or exceeding:	€2,000,000
	OR
3.	◻	A national or regional government, a public body that manages public debt at national or regional level, a central bank, an international and supranational institution (such as the World Bank, the International Monetary Fund, the European Central Bank or the European Investment Bank) or any other similar international organisation.
	OR
4.	◻	Any other institutional investor whose main activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.
	OR
5.	◻	The Investor is none of the above, but for the purposes of this transaction or type of transaction and at its request, it has been categorised by an authorised investment firm as a professional client in accordance with the assessment procedure and formalities specified in Section II of Annex II to MiFID, particulars of which have been provided separately to the Manager.

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