SEC Form 40-APP filed by Crescent Capital BDC Inc.

File No. 812-[●]

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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In the Matter of the Application of:

Crescent Capital BDC, Inc., CDL Investment Subsidiary II, LP, CDL Levered Fund II, LP, CDL Levered III Investment Subsidiary LP, CDL Unlevered III Investment Subsidiary LP, CESL-A Coinvest Fund SCSp, CPCP Levered Unitranche Investments LP, CPCP Unitranche Investments LP, Crescent Capital High Income Fund B, L.P., CRESCENT CREDIT EUROPE CAA SCS, CRESCENT CREDIT EUROPE MM SCS, CRESCENT CREDIT OPPORTUNITIES FUND (CAYMAN), L.P., CRESCENT CREDIT OPPORTUNITIES FUND AIF, SCSp, CRESCENT CREDIT OPPORTUNITIES FUND, L.P., Crescent Credit Solutions VIII A-2, LP , CRESCENT CREDIT SOLUTIONS VIII, L.P., CRESCENT CREDIT SOLUTIONS VIIIB, SCSp, CRESCENT CREDIT SOLUTIONS VIIIC, (SOLVENCY II), SCSp, Crescent CRPTF Multi-Strat L.P., Crescent CRPTF Private Credit L.P., Crescent Direct Lending Levered Fund (Cayman), LP, Crescent Direct Lending Levered Fund (Delaware), LP, Crescent Direct Lending Fund II (Canada), LP, Crescent Direct Lending Fund II (Delaware), LP, Crescent Direct Lending Fund II (Ireland), LP, Crescent Direct Lending Fund III (Canada) LP, Crescent Direct Lending Fund III (Cayman) LP, Crescent Direct Lending Fund III (Delaware), LP, Crescent Direct Lending Fund III (Ireland) LP, Crescent Direct Lending Fund III (UK) LP, Crescent Direct Lending Fund III LP, Crescent Direct Lending Fund III Note Feeder LP, Crescent Direct Lending Levered Fund II (Delaware), LP, CRESCENT DIRECT LENDING LEVERED FUND II (CAYMAN), LP, Crescent Direct Lending Levered Fund III (Cayman), LP, Crescent Direct Lending Levered Fund III (Delaware), LP, Crescent Direct Lending Levered Fund III (Ireland) LP, Crescent Direct Lending Levered Fund III Note Feeder LP, CRESCENT DIRECT LENDING LEVERED FUND, L.P., Crescent Direct Lending SMA Management LLC, CRESCENT EUROPEAN SPECIALTY LENDING FUND II (CAYMAN) LP, CRESCENT EUROPEAN SPECIALTY LENDING FUND II (CAYMAN--LEVERED EUR) LP, CRESCENT EUROPEAN SPECIALTY LENDING FUND II (CAYMAN--LEVERED) LP, CRESCENT EUROPEAN SPECIALTY LENDING FUND II (DELAWARE) LP, CRESCENT EUROPEAN SPECIALTY LENDING FUND II (LEVERED) LP, CRESCENT EUROPEAN SPECIALTY LOAN FUND II (GBP) SCSP, CRESCENT EUROPEAN SPECIALTY LOAN FUND II SCSP, Crescent Ginkgo LP, Crescent K Investments, L.P., Crescent LACERS SMA Partnership, LP, Crescent Mezzanine Partners VII (LTL), L.P., Crescent Mezzanine Partners VII, L.P., Crescent Mezzanine Partners VIIB, L.P., Crescent Mezzanine Partners VIIC (LTL), L.P., Crescent Mezzanine Partners VIIC, L.P., CRESCENT MEZZANINE PARTNERS VII (CHENGDONG CO-INVESTMENT), L.P., CRESCENT MEZZANINE PARTNERS VII (PA CO-INVESTMENT II), L.P., CRESCENT MEZZANINE PARTNERS VII (PA CO-INVESTMENT III), LP, CRESCENT MEZZANINE PARTNERS VII (PA CO-INVESTMENT), L.P., Crescent Private Credit Partners Levered Unitranche Fund (DE) LP, Crescent Private Credit Partners Levered Unitranche Fund (Ireland) LP, Crescent Private Credit Partners Levered Unitranche Note Feeder LP, CRESCENT PRIVATE CREDIT PARTNERS LP, Crescent Private Credit Partners Management LLC, Crescent Private Credit Partners Unitranche Fund (DE) LP, Crescent Private Credit Partners Unitranche Fund (Ireland) LP, Crescent Private Credit Partners Unitranche Fund TE (Cayman) LP, Crescent Private Credit Partners Unitranche Note Feeder LP, Income Credit Strategies (Series C) LP, NPS/CRESCENT STRATEGIC PARTNERSHIP II, LP, Crescent European Specialty Lending Fund III (USD Note Feeder) LP, Crescent CLO Equity Funding II, LP, Crescent Cap Advisors LLC, CCS IX Portfolio Holdings, LLC, Crescent Credit Solutions IXB, SCSp, Crescent Credit Solutions IXB Feeder, L.P., Crescent Credit Solutions IX, L.P., Crescent Parasol Fund LP, Crescent Cap NT Advisors, LLC, Crescent CLO Management LP, Crescent Credit Solutions IXE (Senior Levered), SCSp, BK Canada Holdings, Inc., CCS IX Holdings L.P., Crescent Private Credit Income Corp., CRESCENT EUROPEAN SPECIALTY LENDING FUND III (DELAWARE) LP, Crescent European Specialty Lending Fund III (GBP) SCSp, Crescent European Specialty Lending Fund III SCSp, Crescent European Specialty Lending Fund III (Cayman-Levered) LP, Crescent Mezzanine Partners VI, L.P., Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., Crescent Capital High Income Fund, L.P., Crescent Senior Secured Floating Rate Loan Fund, LLC, Crescent Senior Secured Floating Rate Loan Fund (Cayman), L.P., Crescent/Kamehameha Schools Partnership, LP, Crescent Direct Lending Fund, L.P., NPS/Crescent Strategic Partnership, LP, Crescent (TX) Direct Lending Fund, L.P., Crescent Special Situations Fund (Investor Group), L.P., Crescent European Specialty Lending Fund, L.P., Crescent European Specialty Loan Fund SCS, SICAV-FIS, Crescent European Specialty Lending Fund (Levered) LP, Crescent European Specialty Lending Fund (Cayman-Levered) LP, Crescent European Specialty Lending Fund (Cayman) LP, Crescent European Specialty Lending Fund for ERISA Plans LP, CDL Unit Trust (Ireland), Crescent ESL Saffron SCSp, WTW CSCS Fund, L.P., WTW CSCS Fund (Cayman), L.P., Crescent Direct Lending Fund IV Note Feeder, Crescent Direct Lending Fund IV (UK) LP, Crescent Direct Lending Intact Fund LP, Crescent Direct Lending Fund IV (Europe) LP, Crescent Credit Solutions IXC (Unlevered), SCSp, Crescent Credit Solutions IXD (Senior Unlevered), SCSp, Crescent Direct Lending Fund IV (Cayman) LP, Crescent Direct Lending Fund IV (Ireland) LP, Crescent Direct Lending Fund IV (Delaware) LP, Crescent Direct Lending Levered Fund IV (Delaware) LP, Crescent Direct Lending Levered Fund IV (Ireland) LP, Crescent Direct Lending Levered Fund IV (Cayman) LP, Crescent Direct Lending Fund IV (Canada) LP, Crescent Direct Lending Levered Fund IV (Canada) LP, Crescent Direct Lending Levered Fund IV Note (Canada) LP, Crescent Direct Lending Fund IV Note Feeder LP, Crescent Direct Lending Levered Fund IV Note Feeder LP, Crescent Direct Lending SBIC Fund, L.P., Crescent Syndicated Credit Solutions Fund, L.P., Sun Life Assurance Company of Canada, Sun Life Insurance (Canada) Limited, Sun Life Financial Trust Inc., Sun Life and Health Insurance Company (U.S.), Sun Life Hong Kong Limited, Sun Life (U.S.) HoldCo 2020, LLC, Sun Life Investment Holdings LP Inc., SLA Investment Holdings (U.S.) Inc., Sun Life Financial (U.S.) Reinsurance Company, Sun Life Financial (U.S.) Reinsurance Company II, Sun Life Financial (Bermuda) Reinsurance Ltd., SLA US Real Estate Holdings, Inc., SLI US Real Estate Holdings, Inc., Sun Life Investment Holdings Limited Partnership and SLC Asset Management ULC

11100 Santa Monica Blvd., Suite 2000
Los Angeles, California 90025
(310) 235-5900

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:

George Hawley, Esq.
Crescent Capital Group LP
11100 Santa Monica Blvd., Suite 2000
Los Angeles, California 90025
Telephone: (310) 235-5900

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Copies to:

Michael Hoffman, Esq.

Kevin Hardy, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3406

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August 19, 2025

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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 March 29, 2016 (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.

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amended (the “Advisers Act”), and its successors,³ is a majority-owned subsidiary of Crescent Group and is the investment adviser to Crescent Capital BDC;

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The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁵ and one or more Affiliated Entities⁶ 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

Crescent Capital BDC was organized under the General Corporation Law of the State of Delaware on February 5, 2015 for the purpose of operating as a BDC. In addition, Crescent Capital BDC has made an election to be treated for tax purposes as a regulated investment company (“RIC”) under the Code, and intends to continue to make such election in the future. Crescent Capital BDC’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation. Crescent Capital BDC’s primary focus is originating and investing primarily in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), as well as related equity securities of private U.S. middle-market companies. Crescent Capital BDC may on occasion invest in larger or smaller companies. Crescent Capital BDC’s principal place of business is 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025.

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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 BDC. “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 BDC. “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 BDC, (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.

The Board of Crescent Capital BDC has six members, of which five members are Independent Directors. No Independent Director of any Regulated Fund will have a direct or indirect financial interest in any Co-Investment Transaction (other than as permitted by Condition 2(c)(iv)(C)), including any interest in any company whose securities would be acquired in a Co-Investment Transaction.¹⁰

Crescent Private Credit BDC was organized as a Maryland corporation on November 10, 2022, to invest primarily in directly originated assets, including debt securities and related equity investments, made to or issued by U.S. middle-market companies. Crescent Private Credit BDC has made an election to be treated for tax purposes as a RIC under the Code, and intends to continue to make such election in the future. Crescent Private Credit BDC’s investment objectives are to maximize the total return to its stockholders in the form of current income and, to a lesser extent, long-term capital appreciation through debt and related equity investments. Crescent Private Credit BDC’s primary focus is to invest in directly originated assets, including debt securities and related equity investments, made to or issued by U.S. middle-market companies; however, it may invest in larger or smaller companies. To a lesser extent, Crescent Private Credit BDC may make investments in syndicated loans and other liquid credit opportunities, including in publicly traded debt instruments, for cash management purposes, while also presenting an opportunity for attractive investment returns.

The Board of Crescent Private Credit BDC has five members, of which three members are Independent Directors. Crescent Private Credit BDC’s principal place of business is 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025.

CCS IX Portfolio Holdings was organized as a Delaware limited liability company on March 12, 2024, to originate and invest primarily in privately negotiated debt of core middle-market companies, with such investment to be made in conjunction with private equity-sponsored leveraged transactions which are typically structured as senior debt (including first lien and unitranche debt); junior debt (including second lien, unsecured, subordinated or holding company debt) and/or preferred stock. Its investments may include equity participations. CCS IX Portfolio Holdings has made an election to be treated for tax purposes as a RIC under the Code, and intends to continue to make such election in the future. CCS IX Portfolio Holdings’ investment objective is to provide investors with substantial current income and long-term capital appreciation by investing in a diversified portfolio of senior secured debt, with the ability to invest in junior debt securities.

The Board of CCS IX Portfolio Holdings has five members, of which three members are Independent Directors. CCS IX Portfolio Holdings’ principal place of business is 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025.

The business and affairs of each of the Existing Regulated Funds are managed under the direction of its respective board.

Crescent Group is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act on May 4, 2010. Crescent Group or another Adviser serves as investment adviser to the Existing Affiliated Funds and an Adviser will serve as investment adviser to any Affiliated Funds. Crescent Group is an affiliate of Crescent Cap Advisors and is registered with the Commission under the Advisers Act.

Crescent Group has approximately $46 billion under management as of March 31, 2025. With its headquarters in Los Angeles, Crescent Group has approximately 230 employees based in five offices in the U.S. and Europe.

Crescent Cap Advisors, formerly CBDC Advisors LLC, is a Delaware limited liability company and is registered with the Commission under the Advisers Act. On the date of this Application, its sole client is Crescent Capital BDC. Crescent Cap Advisors is a majority-owned subsidiary and an affiliate of Crescent Group, which, together, provide innovative alternative investment products to individual and institutional investors through publicly-registered programs, private funds and separately managed accounts.

Under the terms of the investment advisory agreement with Crescent Capital BDC, Crescent Cap Advisors will: (i) determine the composition of the portfolio of Crescent Capital BDC, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by Crescent Capital BDC; (iii) close and monitor Crescent Capital BDC’s investments; (iv) determine the assets that Crescent Capital BDC will originate, purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide Crescent Capital BDC with such other investment advisory, research and related services as Crescent Capital BDC may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to Crescent Capital BDC and its

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portfolio companies as required. Crescent Cap Advisors’ services under the investment advisory agreement may not be exclusive, and it is free to furnish similar services to other entities so long as its services to Crescent Capital BDC are not impaired.

Crescent Cap NT Advisors is a Delaware limited liability company and is registered with the Commission under the Advisers Act. On the date of this Application, its sole client is Crescent Private Credit BDC. Crescent Cap NT Advisors is a majority-owned subsidiary and an affiliate of Crescent Group, which, together, provide innovative alternative investment products to individual and institutional investors through publicly-registered programs, private funds and separately managed accounts.

Under the terms of the investment advisory agreement with Crescent Private Credit BDC, Crescent Cap NT Advisors will: (i) determine the composition of the portfolio of Crescent Private Credit BDC, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by Crescent Private Credit BDC; (iii) close and monitor Crescent Private Credit BDC’s investments; (iv) determine the assets that Crescent Private Credit BDC will originate, purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide Crescent Private Credit BDC with such other investment advisory, research and related services as Crescent Private Credit BDC may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to Crescent Private Credit BDC and its portfolio companies as required. Crescent Cap NT Advisors’ services under the investment advisory agreement may not be exclusive, and it is free to furnish similar services to other entities so long as its services to Crescent Private Credit BDC are not impaired.

CPCP Management, a limited liability company organized under the Delaware Limited Liability Company Act on July 18, 2018, is a wholly-owned subsidiary and relying adviser of Crescent Group.

CDL Management, a Delaware limited liability company formed on March 31, 2014, is a wholly-owned subsidiary of Crescent Group and is a registered investment adviser under the Advisers Act. CDL Management serves as an investment adviser to certain clients with a focus on investments primarily in senior secured loans (including first lien, unitranche and second lien loans) of private U.S. lower-middle-market companies.

CDL SMA Management, a limited liability company organized under the Delaware Limited Liability Company Act on June 21, 2021, is a wholly-owned subsidiary of Crescent Group and is a registered investment adviser under the Advisers Act.

Crescent SBIC Management, a Delaware limited liability company formed on March 5, 2013, is a subsidiary of Crescent Group and is a registered investment adviser under the Advisers Act. SBIC Management serves as an investment adviser to an SBIC. As Sun Life controls Crescent Group, it may be deemed to control the Regulated Funds and the Affiliated Funds. However, Sun Life is not a registered investment adviser and has not been included as an applicant. Crescent Group will not be source of any Potential Co-Investment Transactions under the requested Order.

Crescent Credit Europe, a limited liability partnership organized in England and Wales on October 6, 2011, is a subsidiary affiliate of Crescent Group and is authorized and regulated by the U.K. Financial Conduct Authority. Crescent Credit Europe serves as an investment adviser with respect to certain Affiliated Funds with a focus on European credit investments.

Each Existing Affiliated Fund is an investment fund whose investment adviser is or will be an Adviser and which would be an investment company but for Section 3(c)(7) or 3(c)(5)(C) of the Act. A list setting out the Existing Affiliated Funds is included on Schedule A hereto.

The Existing Proprietary Accounts may, from time to time, hold various financial assets in a principal capacity. Sun Life and its affiliates have various business lines that they may operate through wholly- or majority-owned subsidiaries, and the subsidiaries that exist and currently intend to participate in the proposed Co-Investment Program have been included as Applicants herein. A list of the Existing Proprietary Accounts is included in Appendix A. The Existing Proprietary Accounts are not themselves Advisers, except for purposes of Conditions 6(a)(i), 7(a)(i), 8(a)(i) and 9(a)(i), and are not managed by Advisers.

The Existing Affiliated Funds pursue strategies focused on originating and investing primarily in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), as well as related equity securities of private U.S. middle-market companies. Through the Advisers, the Existing Affiliated Funds target attractive risk-adjusted yields across the entire capital structure of middle-market companies by leveraging the following strategies:

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.

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 BDC in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the BDC 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 BDC 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.

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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- or closed-end fund or a BDC, 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 Advisers to the Regulated Funds and the Affiliated Entities are and will be under common control, and are thus affiliated persons of each other. Accordingly, 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 any of the 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.

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

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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

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 BDC 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.

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.

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

George Hawley, Esq.
Crescent Capital Group LP
11100 Santa Monica Blvd., Suite 2000
Los Angeles, California 90025
Telephone: (310) 235-5900

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

Michael Hoffman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3406

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.

The Applicants have caused this Application to be duly signed on their behalf on the19th day of August, 2025.

VERIFICATION

The undersigned states that he has duly executed the attached Application for and on behalf of Crescent Capital BDC, Inc., Crescent Capital High Income Fund B, L.P., Crescent Credit Opportunities Fund (Cayman), L.P., Crescent Credit Opportunities Fund, L.P., Crescent Credit Solutions VIIIA-2, L.P., Crescent Credit Solutions VIII, L.P., Crescent CRPTF Multi-Strat L.P., Crescent CRPTF Private Credit L.P., Crescent Direct Lending Levered Fund (Cayman), LP, Crescent Direct Lending Levered Fund (Delaware), LP, Crescent Direct Lending Fund II (Canada), LP, Crescent Direct Lending Fund II (Delaware), LP, Crescent Direct Lending Fund III (Canada) LP, Crescent Direct Lending Fund III (Cayman) LP, Crescent Direct Lending Fund III (Delaware) LP, Crescent Direct Lending Fund III LP, Crescent Direct Lending Fund III Note Feeder LP, Crescent Direct Lending Levered Fund II (Delaware), LP, Crescent Direct Lending Levered Fund II (Cayman), LP, Crescent Direct Lending Levered Fund III (Cayman) LP, Crescent Direct Lending Levered Fund III (Delaware) LP, Crescent Direct Lending Levered Fund III Note Feeder LP, Crescent Direct Lending Levered Fund, L.P., Crescent Direct Lending SMA Management LLC, Crescent European Specialty Lending Fund II (Cayman) LP, Crescent European Specialty Lending Fund II (Cayman - Levered EUR) LP, Crescent European Specialty Lending Fund II (Cayman-Levered) LP, Crescent European Specialty Lending Fund II (Delaware) LP, Crescent European Specialty Lending Fund II (Levered) LP, Crescent Gingko LP, Crescent K Investments, LP, Crescent Lacers SMA Partnership, LP, Crescent Mezzanine Partners VII (LTL), L.P., Crescent Mezzanine Partners VII, L.P., Crescent Mezzanine Partners VIIB, L.P., Crescent Mezzanine Partners VIIC (LTL), L.P., Crescent Mezzanine Partners VIIC, L.P., Crescent Mezzanine Partners VII (Chengdong Co-Investment), L.P., Crescent Mezzanine Partners VII (PA Co-Investment II), L.P., Crescent Mezzanine Partners VII (PA Co-Investment III), LP, Crescent Mezzanine Partners VII (PA Co-Investment), L.P., Crescent Private Credit Partners Levered Unitranche Fund (DE) LP, Crescent Private Credit Partners Levered Unitranche Note Feeder LP, Crescent Private Credit Partners Management LLC, Crescent Private Credit Partners Unitranche Fund (DE) LP, Crescent Private Credit Partners Unitranche Fund TE (Cayman) LP, Crescent Private Credit Partners Unitranche Note Feeder LP, Income Credit Strategies (Series C) LP, NPS/Crescent Strategic Partnership II, LP, Crescent European Specialty Lending Fund III (USD Note Feeder) LP, Crescent CLO Equity Funding II, LP, Crescent Cap Advisors, LLC, CCS IX Portfolio Holdings, LLC, Crescent Credit Solutions IXB Feeder, L.P., Crescent Credit Solutions IX, L.P., Crescent Parasol Fund LP, Crescent Cap NT Advisors, LLC, Crescent CLO Management LP, CCS IX Holdings L.P., Crescent Private Credit Income Corp., Crescent European Specialty Lending Fund III (Delaware) LP, Crescent European Specialty Lending Fund II (Cayman-Levered) LP, Crescent Mezzanine Partners VI, L.P., Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., Crescent Capital High Income Fund, L.P., Crescent Senior Secured Floating Rate Loan Fund, LLC, Crescent Senior Secured Floating Rate Loan Fund (Cayman), L.P., Crescent/Kamehameha Schools Partnership, LP, Crescent Direct Lending Fund, L.P., NPS/Crescent Strategic Partnership, LP, Crescent (TX) Direct Lending Fund, L.P., Crescent Special Situations Fund (Investor Group), L.P., Crescent European Specialty Lending Fund, L.P., Crescent European Specialty Lending Fund (Levered) LP, Crescent European Specialty Lending Fund (Cayman-Levered) LP, Crescent European Specialty Lending Fund (Cayman) LP, Crescent European Specialty Lending Fund For ERISA Plans LP, WTW CSCS Fund, L.P., WTW CSCS Fund (Cayman), L.P., Crescent Direct Lending Fund IV Note Feeder, Crescent Direct Lending Fund IV (Cayman) LP, Crescent Direct Lending Fund IV (Ireland) LP, Crescent Direct Lending Fund IV (Delaware) LP, Crescent Direct Lending Levered Fund IV (Delaware) LP, Crescent Direct Lending Levered Fund IV (Cayman) LP, Crescent Direct Lending Fund IV Note Feeder LP, Crescent Direct Lending Levered Fund IV Note Feeder LP, Crescent Direct Lending SBIC Fund, L.P. and Crescent Syndicated Credit Solutions Fund, L.P.; that he is the Authorized Signatory of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of CDL Investment Subsidiary II, LP, CDL Levered Fund II, LP, CDL Levered III Investment Subsidiary LP, CDL Unlevered III Investment Subsidiary LP, Crescent Direct Lending Fund II (Ireland), LP, Crescent Direct Lending Fund III (Ireland) LP, Crescent Direct Lending Fund III (UK) LP and Crescent Direct Lending Levered Fund III (Ireland) LP; that he is the Authorized Signatory of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of CESL-A Coinvest Fund SCSp; that he is the Authorized Signatory of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of CPCP Levered Unitranche Investments LP, CPCP Unitranche Investments LP, Crescent Direct Lending Fund IV (UK) LP, Crescent Direct Lending Intact Fund LP, Crescent Direct Lending Fund IV (Canada) LP, Crescent Direct Lending Levered Fund IV (Canada) LP and Crescent Direct Lending Levered Fund IV Note (Canada) LP; that he is the Authorized Signatory of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Crescent Credit Europe CAA SCS, Crescent Credit Europe MM SCS, Crescent Credit Opportunities Fund AIF SCSp, Crescent European Specialty Loan Fund II (GBP) SCSp, Crescent European Specialty Loan Fund II SCSp, Crescent European Specialty Lending Fund III (GBP) SCSp, Crescent European Specialty Lending Fund III SCSp and Crescent European Specialty Loan Fund SCS, SICAV-FIS; that he is Manager B of the general partner of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Crescent Credit Solutions VIIIB, SCSp, Crescent Credit Solutions VIIIC, (Solvency II), SCSp, Crescent Private Credit Partners Levered Unitranche Fund (Ireland) LP, Crescent Private Credit Partners LP, Crescent Private Credit Partners Unitranche Fund (Ireland) LP and Crescent Credit Solutions IXB, SCSp; that he is the Authorized Signatory of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Crescent Credit Solutions IXE (Senior Levered), SCSp; that he is the Class B Manager of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Crescent Credit Solutions IXC (Unlevered), SCSp and Crescent Credit Solutions IXD (Senior Unlevered), SCSp; that he is the Manager B of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of BK Canada Holdings, Inc.; that he is the Authorized Signatory of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 she has duly executed the attached Application for and on behalf of BK Canada Holdings, Inc. and Sun Life Investment Holdings LP Inc.; that she is the Director of each such company; and that all actions necessary to authorize her to execute and file such instrument have been taken.  The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

VERIFICATION

The undersigned states that she has duly executed the attached Application for and on behalf of SLC Asset Management ULC; that she is the President of such company; and that all actions necessary to authorize her to execute and file such instrument have been taken.  The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the attached Application for and on behalf of CDL Unit Trust (Ireland); that he is the Authorized Signatory of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Crescent ESL Saffron SCSp; that he is the Manager A of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 she has duly executed the attached Application for and on behalf of Crescent Direct Lending Fund IV (Europe) LP and Crescent Direct Lending Levered Fund IV (Ireland); that she is the Authorized Signatory of each such company; and that all actions necessary to authorize her to execute and file such instrument have been taken.  The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

VERIFICATION

The undersigned states that he has duly executed the attached Application for and on behalf of Sun Life Assurance Company of Canada and Sun Life Insurance (Canada) Limited; that he is the Senior Managing Director of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Sun Life Financial Trust Inc.; that he is the Chief Investment Officer of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of SLA Investment Holdings (U.S.) Inc.; that he is the Vice President of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Sun Life Assurance Company of Canada and Sun Life Insurance (Canada) Limited; that he is the Managing Director of each such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Sun Life (U.S.) HoldCo 2020, LLC; that he is the Authorized Signer of such company; and that all actions necessary to authorize him to execute and file such instrument have 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 attached Application for and on behalf of Sun Life Financial Trust Inc.; that he is the President and Chief Executive Officer of such company; and that all actions necessary to authorize him to execute and file such instrument have 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.