File No. 812-[__]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

kennedy lewis CAPITAL Company

kennedy lewis CAPITAL HOLDINGS LLC

KLCC SPV GS1 LLC

klcc spv jpm1 llc

kENNEDY lEWIS mANAGEMENT lp

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP

KLCP Co-Investment Opportunities III LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-A LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-B LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-C LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-A LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-B LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-C LP

KLIM Delta excelsior fund lp

klim delta hqc3 lp

Kennedy Lewis Capital Partners Master Fund III (EU) SCSp

Kitka Fund LP

kennedy lewis core lending calstrs fund lp

KENNEDY LEWIS SENIOR LOAN OFFSHORE FUND LP

Kennedy Lewis Senior Loan Fund (Unlevered) LP

KENNEDY LEWIS SENIOR LOAN OFFSHORE FUND (UNLEVERED) LP

KENNEDY LEWIS Senior Loan Fund LP

KENNEDY LEWIS Senior Loan Offshore Mini-Master Fund (UNLEvered) LP

KENNEDY LEWIS Senior Loan Offshore Mini-Master Fund LP

KENNEDY LEWIS Senior Loan Offshore Fund Finco (Unlevered) LLC

Kennedy lewis senior loan fund loanco llc

liberty origination solutions llc

225 Liberty St., Suite 4210

New York, NY 10218

(212) 782-3482

All Communications, Notices and Orders to:

Anthony Pasqua

Kennedy Lewis Capital Company

225 Liberty St., Suite 4210

New York, NY 10218
(212) 782-3482

anthony.pasqua@klimllc.com

Copies of Communications to:

Richard Horowitz, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Telephone: (212) 698-3500

richard.horowitz@dechert.com

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

I.       SUMMARY OF APPLICATION

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

The Order would supersede the exemptive order issued by the Commission on March 6, 2023 (the “Prior Order”)² that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

Applicants seeking relief:

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁶ and one or more Affiliated Entities to engage in Co-Investment Transactions⁷ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”⁸ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁹

II.         GENERAL DESCRIPTION OF THE APPLICANTS

A.       KLCC

KLCC is an externally managed, diversified, closed-end management investment company formed as a statutory trust under the laws of Delaware. KLCC has elected to be regulated as a business development company under the 1940 Act and has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Code, and intends to qualify annually as a RIC. KLCC’s principal place of business is 225 Liberty St., Suite 4210, New York, NY 10218.

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

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

KLCC’s investment objectives are to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in U.S. middle-market companies. KLCC’s business and affairs are managed under the direction of a five-member Board, of which three members are not “interested persons” of KLCC within the meaning of Section 2(a)(19) of the 1940 Act.¹⁰

B.       Kennedy Lewis Capital Holdings and Kennedy Lewis Management

Kennedy Lewis Capital Holdings and Kennedy Lewis Management serve as the investment adviser of the Existing Regulated Fund and the Existing Affiliated Entities, as applicable, and either they or another Adviser will serve as the investment adviser to any Future Regulated Fund. Kennedy Lewis Capital Holdings and Kennedy Lewis Management also provide or will provide administrative services to the Existing Regulated Fund and the Existing Affiliated Entities, as applicable, under an administrative services agreement. Kennedy Lewis Capital Holdings is a Delaware limited liability company and is registered as an investment adviser with the Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). On the date of this Application, Kennedy Lewis Capital Holdings’ sole client that intends to rely on the Order is KLCC. Kennedy Lewis Management is a Delaware limited partnership and is registered as an investment adviser with the Commission under the Advisers Act. On the date of this Application, Kennedy Lewis Management’s sole clients that intend to rely on the Order are the Existing Affiliated Entities.

Kennedy Lewis Capital Holdings and Kennedy Lewis Management are each a direct or indirect subsidiary of Kennedy Lewis Investment Management LLC, a Delaware limited liability company (“KLIM”). KLIM currently owns directly or indirectly a majority of each of Kennedy Lewis Capital Holdings and Kennedy Lewis Management. KLIM is a credit focused alternative asset manager. KLIM seeks to deliver attractive risk-adjusted returns for clients by providing flexible senior secured capital solutions to middle market companies in the US and Western Europe through its opportunistic credit, homebuilder finance, core lending and broadly syndicated loan strategies. The firm has offices in the US and Europe.

Under the terms of an investment advisory agreement with the Existing Regulated Fund and each Existing Affiliated Entitiy, respectively, Kennedy Lewis Capital Holdings and Kennedy Lewis Management, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to the Existing Regulated Fund’s and each Existing Affiliated Entity’s officers and directors/manager regularly.

C.       Existing Affiliated Entities

The Existing Affiliated Entities include, but are not limited to, Kennedy Lewis affiliates that hold various financial assets in a principal capacity (i.e., proprietary accounts) and Kennedy Lewis affiliates (including private funds) that would be investment companies but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder.¹¹

A complete list of the Existing Affiliated Entities is included on Appendix B hereto.

III.        ORDER REQUESTED

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

A.       Applicable Law

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

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹² in which the fund is a participant without first obtaining an order from the SEC.

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

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

B.       Need for Relief

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

In addition, because the Kennedy Lewis Proprietary Accounts will be controlled by an Adviser and, therefore, may be under common control with the Existing Regulated Fund, Kennedy Lewis, and any Future Regulated Funds, the Kennedy Lewis Proprietary Accounts could be deemed to be persons related to the Regulated Funds (or a company controlled by the Regulated Funds) in a manner described by Section 17(d) or 57(b) and also prohibited from participating in the Co-Investment Program.

C.       Conditions

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

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹³

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹⁴ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁵ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁶

4. No Remuneration. Any transaction fee¹⁷ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁸

6. Dispositions:

(a) Prior to any Disposition¹⁹ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.²⁰

7. Board Oversight

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

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

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

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

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

8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²¹

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

IV.       STATEMENT IN SUPPORT OF RELIEF REQUESTED

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

A.       Potential Benefits to the Regulated Funds and their Shareholders

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

B.       Shareholder Protections

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

V.       PRECEDENTS

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²² Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

VI.       PROCEDURAL MATTERS

A.       Communications

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

Anthony Pasqua

Kennedy Lewis Capital Company

225 Liberty St., Suite 4210

New York, NY 10218

(212) 782-3482

anthony.pasqua@klimllc.com

Copies of Communications to:

Richard Horowitz, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Telephone: (212) 698-3500

richard.horowitz@dechert.com

B.       Authorizations

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of the Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that the Existing Regulated Fund and each Existing Affiliated Entity have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

The Applicants have caused this Application to be duly signed on their behalf on the 2^nd day of December, 2025.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Company, that he is the President of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Holdings LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Management LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of KLCC SPV GS1 LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of KLCC SPV JPM1 LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Master Fund III LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Master Fund IV-A LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Master Fund IV-B LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Master Fund IV-C LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of KLCP Co-Investment Opportunities III LP that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Co-Investment Master Fund IV-A LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Co-Investment Master Fund IV-B LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Co-Investment Master Fund IV-C LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of KLIM Delta Excelsior Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of KLIM Delta HQC3 LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Capital Partners Master Fund III (EU) SCSp, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kitka Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Core Lending CALSTRS Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Offshore Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Fund (Unlevered) LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Offshore Fund (Unlevered) LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Offshore Mini-Master Fund (Unlevered) LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Offshore Mini-Master Fund LP, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Offshore Fund FINCO (Unlevered) LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Kennedy Lewis Senior Loan Fund LoanCo LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the foregoing Application for and on behalf of Liberty Origination Solutions LLC, that he is the Authorized Signatory of such entity and that all action by officers, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

EXHIBIT A

Resolutions of Board of Trustees of Kennedy Lewis Capital Company

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

WHEREAS, the Board deems it is advisable and in the best interest of Kennedy Lewis Capital Company (the “Company”) to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the officers of Kennedy Lewis Capital Holdings LLC and the Company be, and each of them hereby is, authorized and directed on behalf of the Company and in its name and on behalf of the Company, to prepare, execute, and cause to be filed with the Commission an Application for an Order of Exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be prohibited by Section 17(d) of the 1940 Act; and it is further

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

RESOLVED, that any and all actions previously taken by the Company or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company.

Apendix A

Existing Wholly-Owned Subsidiaries, Joint Ventures and BDC Downstream Funds of KLCC:

KLCC SPV GS1 LLC

KLCC SPV JPM1 LLC

Appendix B

Existing Affiliated Entities

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP

KLCP Co-Investment Opportunities III LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-A LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-B LP

kENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-C LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-A LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-B LP

Kennedy Lewis Capital Partners Co-Investment Master Fund IV-C LP

KLIM Delta excelsior fund lp

klim delta hqc3 lp

Kennedy Lewis Capital Partners Master Fund III (EU) SCSp

Kitka Fund LP

kennedy lewis core lending calstrs fund lp

KENNEDY LEWIS SENIOR LOAN OFFSHORE FUND LP

Kennedy Lewis Senior Loan Fund (Unlevered) LP

Kennedy Lewis Senior Loan Offshore Fund (Unlevered) LP

KENNEDY LEWIS Senior Loan Fund LP

KENNEDY LEWIS Senior Loan Offshore Mini-Master Fund (UNLEvered) LP

KENNEDY LEWIS Senior Loan Offshore Mini-Master Fund LP

KENNEDY LEWIS Senior Loan Offshore Fund Finco (Unlevered) LLC

Kennedy lewis senior loan fund loanco llc

liberty origination solutions llc