Form 40-APP/A CIFC Direct Lending Ever

File No. 812-15961

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

CIFC DIRECT LENDING EVERGREEN FUND, CIFC PRIVATE CREDIT MANAGEMENT LLC, CIFC ASSET MANAGEMENT LLC, LBC CREDIT MANAGEMENT, L.P., CETO FUND LP, CIFC DIRECT LENDING EVERGREEN FUND SB SPV, LLC, CIFC EUROPEAN FUNDING CLO VII DESIGNATED ACTIVITY COMPANY, CIFC FUNDING 2019-VII, LTD., CIFC FUNDING 2025-III, LTD., CIFC FUNDING 2025-IV, LTD., CIFC FUNDING 2025-V, LTD., CIFC FUNDING 2025-VI, LTD., CIFC SENIOR SECURED CORPORATE LOAN FUND UNIT TRUST, CIFC SENIOR SECURED CORPORATE LOAN ISR FUND LP, CIFC SENIOR SECURED CORPORATE LOAN MASTER FUND LP, CIFC TOTAL RETURN CREDIT FUND I UNIT TRUST, LBC CREDIT PARTNERS VI HOLDINGS LP, LBC FEEDER FUND III, L.P., LBC FEEDER FUND IV, L.P., LBC-A CREDIT FUND II, L.P., LBC-P CO-INVESTMENT FUND, L.P., TEXAS DEBT CAPITAL EUROPEAN CLO 2024-I DESIGNATED ACTIVITY COMPANY, TEXAS DEBT CAPITAL EUROPEAN CLO 2025-I DESIGNATED ACTIVITY COMPANY, CIFC CLO OPPORTUNITY FUND III LP, CIFC CLO OPPORTUNITY FUND III (UST) LP, CIFC CLO OPPORTUNITY FUND IV (UST) LP, CIFC CLO OPPORTUNITY FUND IV, LP, CIFC CLO OPPORTUNITY FUND V (UST) LP, CIFC CLO OPPORTUNITY FUND V LP, CIFC DIRECT LENDING EVERGREEN (CAYMAN) FUND LP, CIFC DIRECT LENDING EVERGREEN (US) FUND LP, CIFC SECONDARY OPPORTUNITIES FUND II LP, CIFC SENIOR SECURED CORPORATE LOAN FUND (CAYMAN) LTD., CIFC SENIOR SECURED CORPORATE LOAN FUND 2013-I LTD, CIFC SENIOR SECURED CORPORATE LOAN FUND L.P., CIFC CLO ENHANCED INCOME FUND (UST) LP, CIFC CLO ENHANCED INCOME FUND LP, CIFC-LBC CREDIT FUND O LP, LBC CREDIT PARTNERS II LP, LBC CREDIT PARTNERS III, L.P., LBC CREDIT PARTNERS IV, L.P., LBC CREDIT PARTNERS LP, LBC CREDIT PARTNERS V FEEDER, L.P., LBC CREDIT PARTNERS V, L.P., LBC CREDIT PARTNERS VI FEEDER LP, LBC CREDIT PARTNERS VI LP, LBC-P CREDIT FUND, L.P., CIFC DIRECT LENDING EVERGREEN FUNDING LLC, CIFC CLO ALPHA FUND II LP, CIFC CLO ALPHA FUND LP, CIFC CLO MANAGEMENT II LLC, CIFC CLO MANAGEMENT III LLC, CIFC CLO MANAGEMENT LLC, CIFC VS MANAGEMENT LLC, CIFC ASSET MANAGEMENT EUROPE LTD., CIFC CLO MOPP FUND II LP, CIFC CLO OPPORTUNITY MASTER FUND III LP, CIFC CLO OPPORTUNITY MASTER FUND IV, LP, CIFC CLO OPPORTUNITY MASTER FUND V LP, CIFC CLO STRATEGIC PARTNERS II LP, CIFC CLO STRATEGIC PARTNERS LP, CIFC EUROPEAN FUNDING CLO I DESIGNATED ACTIVITY COMPANY, CIFC EUROPEAN FUNDING CLO II DESIGNATED ACTIVITY COMPANY, CIFC EUROPEAN FUNDING CLO III DESIGNATED ACTIVITY COMPANY, CIFC EUROPEAN FUNDING CLO IV DESIGNATED ACTIVITY COMPANY, CIFC EUROPEAN FUNDING CLO V DESIGNATED ACTIVITY COMPANY, CIFC EUROPEAN FUNDING CLO VI DESIGNATED ACTIVITY COMPANY, CIFC FUNDING 2013-II, LTD., CIFC FUNDING 2013-III-R, LTD., CIFC FUNDING 2014, LTD., CIFC FUNDING 2014-III, LTD., CIFC FUNDING 2014-II-R, LTD., CIFC FUNDING 2014-IV-R, LTD., CIFC FUNDING 2014-V, LTD., CIFC FUNDING 2015-IV, LTD., CIFC FUNDING 2016-I, LTD, CIFC FUNDING 2017-I, LTD., CIFC FUNDING 2017-III, LTD., CIFC FUNDING 2017-IV, LTD., CIFC FUNDING 2017-V, LTD., CIFC FUNDING 2018-I, LTD., CIFC FUNDING 2018-II, LTD, CIFC FUNDING 2018-III, LTD., CIFC FUNDING 2018-IV, LTD., CIFC FUNDING 2018-V, LTD., CIFC FUNDING 2019-I, LTD., CIFC FUNDING 2019-II, LTD., CIFC FUNDING 2019-III, LTD., CIFC FUNDING 2019-IV, LTD., CIFC FUNDING 2019-V, LTD., CIFC FUNDING 2019-VI, LTD., CIFC FUNDING 2020-I, LTD., CIFC FUNDING 2020-II, LTD, CIFC FUNDING 2020-III, LTD., CIFC FUNDING 2020-IV, LTD., CIFC FUNDING 2021-I, LTD., CIFC FUNDING 2021-II, LTD., CIFC FUNDING 2021-III, LTD., CIFC FUNDING 2021-IV, LTD., CIFC FUNDING 2021-V, LTD, CIFC FUNDING 2021-VI, LTD., CIFC FUNDING 2021-VII, LTD., CIFC FUNDING 2022-I, LTD., CIFC FUNDING 2022-II, LTD, CIFC FUNDING 2022-III, LTD., CIFC FUNDING 2022-IV, LTD., CIFC FUNDING 2022-V, LTD., CIFC FUNDING 2022-VI, LTD., CIFC FUNDING 2022-VII, LTD., CIFC FUNDING 2023-I, LTD., CIFC FUNDING 2023-II, LTD., CIFC FUNDING 2023-III, LTD., CIFC FUNDING 2024-I, LTD., CIFC FUNDING 2024-II, LTD., CIFC FUNDING 2024-III, LTD., CIFC FUNDING 2024-IV, LTD., CIFC FUNDING 2024-V, LTD., CIFC FUNDING 2025-I, LTD., CIFC FUNDING 2025-II, LTD., CIFC GLOBAL FLOATING RATE CREDIT FUND, CIFC IG CLO J FUND LP, CIFC J FUND IG CLO LLC, CIFC J FUND OPPORTUNISTIC CLO LLC, CIFC STONE WAREHOUSE III LTD., TDC WRANGLER WAREHOUSE LTD., CIFC HARBOUR TOWN WAREHOUSE LTD., CIFC JAVELIN WAREHOUSE LTD., CIFC RAVELLO WAREHOUSE LTD., CIFC GOLDENEYE EU WAREHOUSE DESIGNATED ACTIVITY CO, CIFC SPEAR III WAREHOUSE LTD., CIFC MONEYPENNY EU WAREHOUSE DESIGNATED ACTIVITY CO, TDC BROOMSEDGE WAREHOUSE, LTD., CIFC ONE YORK WAREHOUSE LTD., CIFC QUANTUM SOLACE EU WH DESIGNATED ACTIVITY CO, CIFC EUROPEAN FUNDING CLO III DESIGNATED ACTIVITY CO, CIFC LOAN OPPORTUNITY FUND II, LTD., CIFC LOAN

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OPPORTUNITY FUND, LTD., CIFC MASTER FUND LP, CIFC MCC I WAREHOUSE LTD., CIFC NPF (LUX) FUND S.C.SP.-SIF, CIFC SC CREDIT OPPORTUNITIES FUND LP, CIFC CLO ENHANCED INCOME MASTER FUND LP, CIFC VS HOLDINGS LLC, CIFC-LBC MIDDLE MARKET CLO 2023-1 LLC, TDC BBQ WAREHOUSE II LTD., TEXAS DEBT CAPITAL CLO 2024-I, LTD., TDC CONCENTRATED A-FACILITY LTD., TEXAS DEBT CAPITAL CLO 2024-II, LTD., TEXAS DEBT CAPITAL CLO 2023-I, LTD., TEXAS DEBT CAPITAL CLO 2023-II, LTD., TEXAS DEBT CAPITAL CLO 2025-I, LTD., TEXAS DEBT CAPITAL LP, CIFC FUNDING 2025-VIII, LTD., CIFC FUNDING 2025-VII, LTD., CIFC CREDIT PARTNERS VII LP, CIFC CREDIT PARTNERS VII FEEDER LP, CIFC CLO OPPORTUNITY VI (UST) LP, CIFC CLO OPPORTUNITY MASTER FUND VI LP, CIFC CLO OPPORTUNITY FUND VI LP, CIFC FUNDING 2025-IX, LTD.

CIFC Private Credit Management LLC

1 SE 3^rd Avenue, Suite 1660

Miami, FL 33131

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

All Communications, Notices and Orders to:

Asha Richards

Senior Managing Director and General Counsel

CIFC Private Credit Management LLC

1 SE 3^rd Avenue, Suite 1660

Miami, FL 33131

June 1, 2026

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UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

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The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 17(d) and 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.

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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

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.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

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A. The Existing Regulated Fund

The Fund was organized as a limited partnership on November 26, 2024 and subsequently converted to a Delaware statutory trust and operates as an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under Section 54(a) of the 1940 Act. The Fund also intends to qualify and elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, and intends to continue to qualify as a RIC in the future. The Fund is managed by Fund Adviser pursuant to an investment advisory agreement. The Fund’s principal place of business is 1 SE 3^rd Avenue, Suite 1660, Miami, FL 33131.

The Fund’s objective is to seek to maximize current return while preserving investors’ capital by originating and managing a diversified portfolio of primarily senior loans to U.S. companies. The Fund has a board of trustees (the “Fund Board”), which is comprised of five trustees, three of whom are not “interested” persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁹

B. The Existing Affiliated Funds

Each Existing Affiliated Fund is an investment fund whose investment adviser is an Adviser and which would be an investment company but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.¹⁰ A table setting forth the Existing Affiliated Funds and their Adviser and investment strategies is included on Schedule A hereto.

C. The Existing Advisers

Fund Adviser, CIFC Asset Management, LBC Credit Management, or one of the Existing Advisers to Existing Affiliated Funds set forth in Schedule A hereto, serve as the investment adviser of the Existing Regulated Fund and the Existing Affiliated Funds, as applicable, and either they or another Adviser will serve as the investment adviser to any Future Regulated Fund.

Fund Adviser is organized as a limited liability company under the laws of the state of Delaware. Fund Adviser is registered with the Commission pursuant to Section 203 of the Advisers Act and serves as the investment adviser to the Fund. CIFC Corp. is the sole member of CIFC Asset Management Holdings LLC, which is the sole member of Fund Adviser.

CIFC Asset Management is organized as a limited liability company under the laws of the state of Delaware. CIFC Asset Management is registered with the Commission pursuant to Section 203 of the Advisers Act and serves as investment adviser to certain of the Existing Affiliated Funds. CIFC Corp. is the sole member of CIFC Asset Management Holdings LLC, which is the sole member of CIFC Asset Management.

LBC Credit Management is organized as a limited partnership under the laws of the state of Delaware. LBC Credit Management is registered with the Commission pursuant to Section 203 of the Advisers Act and serves as investment adviser to certain of the Existing Affiliated Funds. CIFC Corp. is the sole member of LBC Credit Management GP, LLC, which is the general partner of LBC Credit Management.

Each of the Existing Advisers to Existing Affiliated Funds, set forth in Schedule A hereto, relies on the registration under the Advisers Act of CIFC Asset Management. Each of the Existing Advisers to Existing Affiliated Funds is (1) an indirect wholly owned subsidiary of CIFC LLC or its affiliates; and/or (2) ultimately governed and managed by an entity that is an indirect wholly owned subsidiary of CIFC. Fund Adviser, CIFC Asset Management and LBC Credit Management each act as investment adviser to one or more of the Existing Affiliated Funds.

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Descriptions of the Existing Advisers to Existing Affiliated Funds are set forth in Schedule A hereto.

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.

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 an open-end fund or 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). The Existing Advisers are each directly or indirectly majority-owned by CIFC Corp., are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Existing Advisers, 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 an Existing Adviser 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

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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

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

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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

6. Dispositions:

7. Board Oversight

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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.

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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.

A. Communications

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

Asha Richards

Senior Managing Director and General Counsel

CIFC Private Credit Management LLC

1 SE 3^rd Avenue, Suite 1660

Miami, FL 33131

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

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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 each Applicant has 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 Sections 17(d) and 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 persons executing the Application on behalf of the Applicants being duly sworn deposes and says that they have duly executed the Application for and on behalf of the applicable entities listed; that they are 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 1st day of June, 2026.

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Schedule A

Existing Advisers to Existing Affiliated Funds

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Schedule B

Existing Affiliated Funds

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VERIFICATION

The undersigned states that they have duly executed the foregoing Application for and on behalf of the Applicants, as the case may be, that they hold the office with each such entity as indicated below, 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 they are 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.

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