Exemption Application under Investment Company Act (Form 40-APP)

File No. 812-

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

AIP PRIVATE EQUITY OPPORTUNITIES FUND I A LP; NORTH HAVEN PRIVATE ASSETS FUND; MORGAN STANLEY AIP GP LP; 1GT EUROPE (LUX) SARL; 1GT FUND LP; 1GT SPLITTER (LUX) LP; 1GT FUND (LUX) SCSP; ASHBRIDGE ANNEX FUND I LP; ATSF II AGGREGATOR (DELAWARE I), LP; ATSF II AGGREGATOR (DELAWARE II), LP; ATSF II AGGREGATOR (ONTARIO), LP; BLACK THUNDER OPPORTUNITIES FUND LP; BRANDON LANE PARTNERS FUND LP; BRPE OPPORTUNITIES FUND LP; DR INVESTMENT FUND LP; GENDER EQUITY FUND LP; HIF I LP; LM FUND LP; LOR FOUNDATION FUND INC; NORTH HAVEN ASHBRIDGE CO-INVESTMENT OPPORTUNITY A LP; NORTH HAVEN ASHBRIDGE CO-INVESTMENT OPPORTUNITY B LP; NORTH HAVEN VENTURE CAPITAL OPPORTUNITIES FUND I LP; NPS PARTNERS (NORTH AMERICA) III AIV LP; NPS PARTNERS (NORTH AMERICA) III LP; PATTESON WEALTH PRIVATE ACCESS BELLEFONT FUND I LP; PATTESON WEALTH PRIVATE ACCESS BLACKBERRY FUND I LP; PATTESON WEALTH PRIVATE ACCESS FUND I LP; PECO III AGGREGATOR LP; PRIVATE EQUITY CO-INVESTMENT OPPORTUNITIES FUND II LP; PRIVATE EQUITY MANAGERS II (PLATH) LP; SEEDLING PE FUND I LP; VNL LP; WBPE FUND II AIV LP; WBPE FUND II LP; WBRA FUND I MASTER LP

100 Front Street, Suite 700

West Conshohocken, Pennsylvania 19428-2881

(610) 260-7600

APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)

All Communications, Notices and Orders to:

Kara Fricke, Esq.

Morgan Stanley Investment Management Inc.

1633 Broadway

New York, NY 10019

Tel: 212-537-1805

Copies to:

July 9, 2025

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

The following entities hereby request an order (the "Order") of the U.S. Securities and Exchange Commission (the "SEC" or "Commission") under Section 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive order issued by the Commission on April 22, 2020 (the "Prior Order")² that was granted pursuant to Section 17(d) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

The relief requested in this application for the Order (the "Application") would allow a Regulated Fund⁴ and one or more Affiliated Entities⁵ to engage in Co-Investment Transactions⁶ 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."⁷ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸

A. AIP Private Markets Fund

AIP Private Markets Fund was organized as a Delaware limited partnership on April 10, 2019. AIP Private Markets Fund is a non-diversified, closed-end management investment company registered under the 1940 Act. In addition, AIP Private Markets Fund intends to be treated as a partnership for tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). AIP Private Markets Fund's investment objective is to pursue strategies focused on investing in a portfolio of professionally managed private equity funds and select direct investments in portfolio companies. AIP Private Markets Fund's principal place of business is 100 Front Street, Suite 700, West Conshohocken, PA 19428.

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.

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AIP Private Markets Fund has a ten-member board (the "AIP Private Markets Fund Board"), each of whom is not an "interested" person of AIP Private Markets Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁹

B. NHPAF

NHPAF was organized as a Delaware statutory trust on July 22, 2024. NHPAF is a non-diversified, closed-end management investment company registered under the 1940 Act. In addition, NHPAF intends to qualify annually as a regulated investment company under Sub-Chapter M of the Code. NHPAF's investment objective is to seek to provide long-term capital appreciation through a highly curated portfolio of primarily private equity and other private assets actively managed by third-party managers. NHPAF's principal place of business is 100 Front Street, Suite 700, West Conshohocken, PA 19428.

NHPAF has a three-member board (the "NHPAF Board" and, together with the AIP Private Markets Fund Board and the board of directors or trustees of any Future Regulated Fund, the "Board"), two of whom are not "interested" persons of NHPAF within the meaning of Section 2(a)(19) of the 1940 Act.

C. MSAIP

MSAIP is a limited partnership formed under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). MSAIP serves as the investment adviser to the Existing Regulated Funds. MSAIP is an indirect, wholly-owned subsidiary of Morgan Stanley ("Morgan Stanley") and provides investment advisory services to certain Morgan Stanley closed-end funds that are registered under the 1940 Act.

D. The Existing Affiliated Funds

Each Existing Affiliated Fund is an entity whose investment adviser is MSAIP and that would be an "investment company" but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.¹⁰ A complete list of the Existing Affiliated Funds is included in Appendix A.

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"¹¹ in which the fund is a participant without first obtaining an order from the SEC.

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Section 57(a)(4), in relevant part, prohibits any person related to a business development company ("BDC") 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). MSAIP is majority-owned by Morgan Stanley and accordingly, with respect to MSAIP 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 MSAIP and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

C. Conditions

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

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company's board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹²

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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,¹³ of the Regulated Fund ("Required Majority") will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴ 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.¹⁵

4. No Remuneration. Any transaction fee¹⁶ (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.¹⁷

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6. Dispositions:

(a) Prior to any Disposition¹⁸ 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.¹⁹

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.

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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).²⁰

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.

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.

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").²¹ 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.

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A. Communications

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

Kara Fricke, Esq.

Morgan Stanley Investment Management Inc.

1633 Broadway

New York, NY 10019

Tel: 212-537-1805

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

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 each 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 each Existing Regulated Fund and Existing Affiliated Fund 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.

Applicants desire that the Commission issue the requested order pursuant to Rule 0-5 under the 1940 Act without conducting a hearing. In accordance with the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Appendix C.

The Applicants have caused this Application to be duly signed on their behalf on the 9^th day of July, 2025.

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1GT EUROPE (LUX) SARL

1GT FUND LP

1GT SPLITTER (LUX) LP

1GT FUND (LUX) SCSP

ASHBRIDGE ANNEX FUND I LP

ATSF II AGGREGATOR (DELAWARE I), LP

ATSF II AGGREGATOR (DELAWARE II), LP

ATSF II AGGREGATOR (ONTARIO), LP

BLACK THUNDER OPPORTUNITIES FUND LP

BRANDON LANE PARTNERS FUND LP

BRPE OPPORTUNITIES FUND LP

DR INVESTMENT FUND LP

GENDER EQUITY FUND LP

HIF I LP

LM FUND LP

LOR FOUNDATION FUND INC

NORTH HAVEN ASHBRIDGE CO-INVESTMENT OPPORTUNITY A LP

NORTH HAVEN ASHBRIDGE CO-INVESTMENT OPPORTUNITY B LP

NORTH HAVEN VENTURE CAPITAL OPPORTUNITIES FUND I LP

NPS PARTNERS (NORTH AMERICA) III AIV LP

NPS PARTNERS (NORTH AMERICA) III LP

PATTESON WEALTH PRIVATE ACCESS BELLEFONT FUND I LP

PATTESON WEALTH PRIVATE ACCESS BLACKBERRY FUND I LP

PATTESON WEALTH PRIVATE ACCESS FUND I LP

PECO III AGGREGATOR LP

PRIVATE EQUITY CO-INVESTMENT OPPORTUNITIES FUND II LP

PRIVATE EQUITY MANAGERS II (PLATH) LP

SEEDLING PE FUND I LP

VNL LP

WBPE FUND II AIV LP

WBPE FUND II LP

WBRA FUND I MASTER LP

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VERIFICATION

The undersigned state that they have duly executed the attached Application for and on behalf of each of AIP Private Equity Opportunities Fund I A LP, North Haven Private Assets Fund and Morgan Stanley AIP GP LP and that all actions necessary to authorize the undersigned to execute and file this Application have been taken. The undersigned further state that they are familiar with the Application and the contents thereof, and the facts therein set forth are true to the best of their knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the attached Application for and on behalf of 1GT Europe (Lux) Sarl; 1GT Fund LP; 1GT Splitter (Lux) LP; 1GT Fund (Lux) SCSp; Ashbridge Annex Fund I LP; ATSF II Aggregator (Delaware I), LP; ATSF II Aggregator (Delaware II), LP; ATSF II Aggregator (Ontario), LP; Black Thunder Opportunities Fund LP; Brandon Lane Partners Fund LP; BRPE Opportunities Fund LP; DR Investment Fund LP; Gender Equity Fund LP; HIF I LP; LM Fund LP; Lor Foundation Fund Inc; North Haven Ashbridge Co-investment Opportunity A LP; North Haven Ashbridge Co-Investment Opportunity B LP; North Haven Venture Capital Opportunities Fund I LP; NPS Partners (North America) III AIV LP; NPS Partners (North America) III LP; Patteson Wealth Private Access Bellefont Fund I LP; Patteson Wealth Private Access Blackberry Fund I LP; Patteson Wealth Private Access Fund I LP; PECO III Aggregator LP; Private Equity Co-Investment Opportunities Fund II LP; Private Equity Managers II (Plath) LP; Seedling PE Fund I LP; VNL LP; WBPE Fund II AIV LP; WBPE Fund II LP; and WBRA Fund I Master LP and that all actions necessary to authorize the undersigned to execute and file this Application have been taken. The undersigned further states that he is familiar with the Application and the contents thereof, and the facts therein set forth are true to the best of his knowledge, information and belief.

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APPENDIX A

Existing Affiliated Funds

1GT Europe (Lux) Sarl

1GT Fund LP

1GT Splitter (Lux) LP

1GT Fund (Lux) SCSp

Ashbridge Annex Fund I LP

ATSF II Aggregator (Delaware I), LP

ATSF II Aggregator (Delaware II), LP

ATSF II Aggregator (Ontario), LP

Black Thunder Opportunities Fund LP

Brandon Lane Partners Fund LP

BRPE Opportunities Fund LP

DR Investment Fund LP

Gender Equity Fund LP

HIF I LP

LM Fund LP

Lor Foundation Fund Inc

North Haven Ashbridge Co-investment Opportunity A LP

North Haven Ashbridge Co-Investment Opportunity B LP

North Haven Venture Capital Opportunities Fund I LP

NPS Partners (North America) III AIV LP

NPS Partners (North America) III LP

Patteson Wealth Private Access Bellefont Fund I LP

Patteson Wealth Private Access Blackberry Fund I LP

Patteson Wealth Private Access Fund I LP

PECO III Aggregator LP

Private Equity Co-Investment Opportunities Fund II LP

Private Equity Managers II (Plath) LP

Seedling PE Fund I LP

SN Fund LP

VNL LP

WBPE Fund II AIV LP

WBPE Fund II LP

WBRA Fund I Master LP

A-1

APPENDIX B

Resolutions of the Board of Trustees of North Haven Private Assets Fund

WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the "Commission") an application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17d-l thereunder to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officers (the "Officers") of the Fund deems necessary or appropriate (the "Application").

NOW, THEREFORE, BE IT RESOLVED, that the Officers of the Fund be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Commission the application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act, and Rule 17d-1 thereunder under the Investment Company Act to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d)(4) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officer deems necessary or appropriate, as more fully set forth in the draft Application that has been presented to the Board at this meeting, and to do such other acts or things and execute such other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to comments received from the staff of the Commission and otherwise to comply with the Investment Company Act and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Application; and

RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof; and be it

FURTHER RESOLVED, that any and all actions previously taken by the Fund or any of 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 Fund.

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Resolutions of the General Partner of AIP Private Equity Opportunities Fund I A LP

WHEREAS, the GP deems it is advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the "Commission") an application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17d-l thereunder to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officers (the "Officers") of the Fund deems necessary or appropriate (the "Application").

NOW, THEREFORE, BE IT RESOLVED, that the Officers of the Fund be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Commission the application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act, and Rule 17d-1 thereunder under the Investment Company Act to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d)(4) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such Officer deems necessary or appropriate, as more fully set forth in the draft Application that has been presented to the GP, and to do such other acts or things and execute such other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to comments received from the staff of the Commission and otherwise to comply with the Investment Company Act and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Application; and

RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof; and be it

FURTHER RESOLVED, that any and all actions previously taken by the Fund or any of 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 Fund.

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APPENDIX C

MARKED COPIES OF THE APPLICATION SHOWING CHANGES FROM THE FINAL VERSIONS OF THE TWO APPLICATIONS IDENTIFIED AS SUBSTANTIALLY IDENTICAL UNDER RULE 0-5(E)(3)

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