SEC Notice of Application for Order Permitting Co-Investments by BDCs and Affiliated Funds
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The U.S. Securities and Exchange Commission (SEC) issued a notice on April 1, 2026, regarding an application by Cypress Creek Private Strategies Master Fund, L.P., Endowment Advisers, L.P. (d/b/a Cypress Creek Partners), and affiliated entities. The applicants seek an exemptive order under sections 17(d) and 57(i) of the Investment Company Act of 1940, along with Rule 17d-1, to allow certain business development companies (BDCs) and closed-end management investment companies to co-invest in portfolio companies alongside each other and specific affiliated investment entities. This relief would override prohibitions on joint transactions under sections 17(d), 57(a)(4), and Rule 17d-1, enabling more efficient capital deployment. The application was originally filed on September 16, 2025, and amended on March 5, 2026. Full details, including representations, legal analysis, and proposed conditions, are in the amended application available on the SEC's EDGAR system via file number 812-15899. Interested parties can request a hearing by emailing Secretarys-Office@sec.gov with proof of service on applicants by 5:30 p.m. ET on April 27, 2026. Without such requests, the SEC will issue the order. Contact Jill Ehrlich or Adam Large at (202) 551-6825 for further information.
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Key Changes
- Application filed September 16, 2025, amended March 5, 2026
- Notice published April 1, 2026 under Release No. 36074, File No. 812-15899
- Hearing requests due by 5:30 p.m. ET April 27, 2026
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Obligations
What this law requires
Applicants must provide proof of service on all relevant parties when submitting hearing requests, in the form of an affidavit or certificate of service
Cypress Creek Private Strategies Master Fund, L.P., Endowment Advisers, L.P. (d/b/a Cypress Creek Partners), and affiliated entities must obtain an SEC exemptive order under sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 before engaging in co-investments between BDCs and affiliated funds
Interested parties seeking a hearing on the exemptive order application must submit a written request to Secretarys-Office@sec.gov by 5:30 p.m. ET on April 27, 2026, with proof of service on applicants
Hearing requests must include the file number (812-15899), state the nature of the requester's interest, relevant facts regarding desirability of hearing, reason for request, and contested issues
BDCs and closed-end management investment companies are prohibited from conducting joint transactions with affiliated entities under sections 17(d), 57(a)(4), and Rule 17d-1 unless granted an exemptive order