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Co-Investment Exemptive Relief Application for BDCs and Affiliated Investment Entities

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Summary

The SEC published notice of an application by Cypress Creek Private Strategies Master Fund, L.P. and affiliated entities requesting exemptive relief under sections 17(d) and 57(a)(4) of the Investment Company Act of 1940. The application seeks an order permitting business development companies (BDCs) and closed-end management investment companies to co-invest in portfolio companies with each other and with certain affiliated entities. The application was filed on September 16, 2025, and amended on March 5, 2026.

What changed

The SEC published notice of an application requesting exemptive relief to permit certain business development companies (BDCs) and closed-end management investment companies to co-invest in portfolio companies with each other and with affiliated investment entities as described in Appendix A. The application was filed on September 16, 2025, and the amended application was submitted March 5, 2026, with the file number SEC-2026-2057-0001.

Interested persons may request a hearing on the application by emailing the SEC Secretary at Secretarys-Office@sec.gov. Hearing requests must be received by 5:30 p.m. Eastern time on April 27, 2026, and should include the file number, the nature of the writer's interest, and the issues contested. Persons wishing to be notified of any hearing may also request notification via email. No specific compliance actions are required for market participants at this stage—this is a notice inviting comment on a private applicant's request for exemptive relief.

Archived snapshot

Apr 3, 2026

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Content

April 1, 2026.

ACTION:

Notice.

Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule
17d-1 under the Act to permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and
rule 17d-1 under the Act.

SUMMARY OF APPLICATION:

Applicants request an order to permit certain business development companies (“BDCs”) and closed-end management investment
companies to co-invest in portfolio companies with each other and with certain affiliated investment entities.

APPLICANTS:

Cypress Creek Private Strategies Master Fund, L.P., Endowment Advisers, L.P., d/b/a Cypress Creek Partners, and certain of
their affiliated entities as described in Appendix A to the application.

FILING DATES:

The application was filed on September 16, 2025 and amended on March 5, 2026.

HEARING OR NOTIFICATION OF HEARING:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request
a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the relevant Applicant below. The email should include the file
number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time, on April 27, 2026,
and should be accompanied by proof of service on the Applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who
wish to be notified of a hearing may request notification by emailing the Commission's Secretary at Secretarys-Office@sec.gov.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants: Cal J. Gilmartin, K&L Gates LLP, cal.gilmartin@klgates.com, with a copy to Cypress Creek Private Strategies Master Fund L.P., c/o William P. Prather III, 712 W 34th Street, Suite 201,
Austin, TX 78705.

FOR FURTHER INFORMATION CONTACT:

Jill Ehrlich, Senior Counsel, or Adam Large, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management,
Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:

For Applicants' representations, legal analysis, and conditions, please refer to Applicants' amended application, filed March
5, 2026, which may be obtained via the Commission's website by searching for the file number at the top of this document,
or for an Applicant using the Company name search field, on the SEC's EDGAR system. The SEC's EDGAR system may be searched
at https://www.sec.gov/search-filings. You may also call the SEC's Office of Investor Education and Advocacy at (202) 551-8090.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-06546 Filed 4-2-26; 8:45 am] BILLING CODE 8011-01-P

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CFR references

17d-1

Named provisions

Section 17(d) Section 57(a)(4) Rule 17d-1

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Last updated

Classification

Agency
SEC
Published
April 1st, 2026
Comment period closes
April 27th, 2026 (14 days)
Instrument
Notice
Legal weight
Non-binding
Stage
Consultation
Change scope
Minor
Document ID
FR Doc. 2026-06546
Docket
SEC-2026-2057

Who this affects

Applies to
Fund managers Investors Public companies
Industry sector
5231 Securities & Investments
Activity scope
Investment Company Registration Co-Investment Transactions Exemptive Relief Applications
Threshold
Business development companies and closed-end management investment companies seeking to co-invest with affiliated entities
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Legal
Topics
Investment Companies Exemptive Relief

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