File No. 812-         

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

In the Matter of the Application of:

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

Anne G. Oberndorf, Esq.

Owen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP 

700 Sixth Street, N.W., Suite 700

Washington, D.C. 20001

(202) 383-0100

[email protected]

[email protected]

March 18, 2026

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

I. SUMMARY OF APPLICATION

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. The Order would supersede the exemptive order issued by the Commission on January 9, 2023 (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.

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

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.

II. GENERAL DESCRIPTION OF THE APPLICANTS

The Existing Regulated Fund was incorporated in Maryland on January 25, 2021. The Existing Regulated Fund is a closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. The Existing Regulated Fund commenced operations on February 8, 2022. The Existing Regulated Fund intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. The Existing Regulated Fund’s principal place of business is 600 Madison Avenue, Suite 1800, New York, NY 10022.

The Existing Regulated Fund’s investment objective is to maximize risk-adjusted returns on equity for its shareholders. The Existing Regulated Fund has an eight-member board (the “Existing Regulated Fund Board” and together with any Future Regulated Fund's board of directors, the “Board”), of which six members are not “interested” persons of the Existing Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.¹⁰

The Existing Affiliated Funds are investment funds, each of whose investment adviser is an Adviser and each of which would be an investment company but for Section 3(c)(5) or 3(c)(7) of the 1940 Act.¹¹ A list of the Existing Affiliated Funds and their respective investment adviser is included on Schedule A hereto.

The Existing Proprietary Accounts will, from time to time, hold various financial assets in a principal capacity. The Existing Advisers operate various business lines through their wholly or majority owned subsidiaries, and the wholly or majority owned subsidiaries that exist and currently intend to participate in Co-Investment Transactions have been included as Applicants herein.

BDC Adviser serves as the investment adviser of the Existing Regulated Fund and CAA, CAEA, CO3 Advisers, CAIM, and CARM serve as the investment adviser of certain of the Existing Affiliated Funds, as noted on Schedule A, and BDC Adviser or another Adviser will serve as the investment adviser to any Future Regulated Fund. On the date of this Application, the clients of each Adviser that intend to rely on this Application are the Existing Regulated Fund and the Existing Affiliated Funds identified on Schedule A hereto. BDC Adviser also provides administrative services to the Existing Regulated Fund under an administrative services agreement. Each of the Existing Advisers is a Delaware limited liability company. Each of BDC Adviser and CAA is a registered investment adviser with the Commission under the Advisers Act. Each of CAEA, CO3 Advisers, and CAIM is a relying adviser of CAA.

Each Existing Adviser is a direct or indirect majority-owned subsidiary of Chicago Atlantic Group, LP (“CAG”), a Delaware limited partnership. CAG is an alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. CAG’s investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. CAG has offices in Chicago, Miami, New York and London.

Under the terms of an investment advisory agreement with the Existing Regulated Fund and each Existing Affiliated Fund, as applicable, the Existing Advisers will, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to the Existing Regulated Fund’s and each Existing Affiliated Fund’s officers and directors/trustees/manager regularly.

III. ORDER REQUESTED

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”¹² 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.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). The Existing Advisers 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 the Existing Advisers and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

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.¹³

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,¹⁴ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁵ 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.¹⁶

4. No Remuneration. Any transaction fee¹⁷ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁸

6. Dispositions:

7. Board Oversight

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).²¹

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.

IV. STATEMENT IN SUPPORT OF RELIEF REQUESTED

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.

V. PRECEDENTS

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”).²² 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.

VI. PROCEDURAL MATTERS

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

Scott Gordon
Umesh Mahajan

Peter Sack

Chicago Atlantic BDC, Inc.

600 Madison Avenue, Suite 1800

New York, NY 10022

(212) 905-4923

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

Anne G. Oberndorf, Esq.

Owen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

[email protected]

[email protected]

Telephone (202) 383-0100

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 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.

In accordance with the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Appendix C.

The Applicants have caused this Application to be duly signed on their behalf on the 18^th day of March, 2026.

Schedule A - Existing Affiliated Funds

All Existing Affiliated Funds are advised by an Adviser as set forth below:

Appendix A

VERIFICATION

The undersigned states that he or she has duly executed the attached Application dated March 18, 2026 for and on behalf of the Applicants, as the case may be, that he or she holds the office with each such entity as indicated below and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states that he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information, and belief.

Appendix B

Resolutions of the Board of Directors of Chicago Atlantic BDC, Inc. (the “Fund”)

WHEREAS, the Board deems it advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 promulgated thereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder; now therefore be it

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name to prepare, execute, and cause to be filed with the Commission an Application for an order of exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act; and be it further

RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and be it further

RESOLVED, that any and all actions previously taken by the Fund or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.

Adopted March 14, 2026

Appendix C

Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications Identified as Substantially Identical Under Rule 0-5(e)(3)

[Different first page setting changed from off in original to on in modified.].

File No. 812-15628 812-

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

In the Matter of the Application of:

CRESTLINE LENDING SOLUTIONS, LLC; CRESTLINE MANAGEMENT, L.P.; BLUE GLACIER FUND II, L.P.; CL FORGOTTEN COAST FUND, L.P.; CL GREEN PARK HOLDCO, L.P.; CL IMPULSE, L.P.; CL PANORAMIC, L.P.; CL TRADING, L.P.; CL UTILITIES, L.P.; CRESTLINE AK ADVISORY INVESTMENTS III, L.P.; CRESTLINE DIRECT LENDING IV, SCSP; CRESTLINE DIRECT LENDING UL MASTER FUND, SCSP; CRESTLINE EAGLE CREEK, L.P.; CRESTLINE LION FUND MINI-MASTER, L.P.; CRESTLINE MAKENA FUND, L.P.; CRESTLINE MAPLE OPERATING TRUST; CRESTLINE OPPORTUNISTIC CREDIT IA FUND, L.P.; CRESTLINE OPPORTUNITY V MASTER FUND I, L.P.; CRESTLINE OPPORTUNITY V MASTER FUND II, L.P.; CRESTLINE OPPORTUNITY V MASTER FUND III, L.P.; CRESTLINE PF SENTRY FUND, SCSP; CRESTLINE PORTFOLIO FINANCING FUND II, L.P.; CRESTLINE PRAETER, L.P. – SCHOONER; CRESTLINE SPECIALTY LENDING III, L.P.; CRESTLINE STEPSTONE OPPORTUNISTIC CREDIT MASTER FUND I, L.P.; CRESTLINE STEPSTONE OPPORTUNISTIC CREDIT MASTER FUND II, L.P.; CRESTLINE STRUCTURED NOTE ISSUER I LLC; CRESTLINE SUNDANCE FUND, L.P.; TL MANAGED INVESTMENTS, L.P.; crestline portfolio financing fund iii, scsp; CL FLS 1, L.P.; CRESTLINE DIRECT LENDING CLO I, L.P.; crestline european capital solutions fund ii, scsp; CL TRADING II, L.P.; CL LIFE AND ANNUITY INSURANCE COMPANY; CL RE SPC; CRESTLINE RE SP1, A SEGREGATED PORTFOLIO OF CL RE SPC; CL RE SP2, A SEGREGATED PORTFOLIO OF CL RE SPC

201 Main Street, Suite 2100

Fort Worth, TX 76102

THIRD AMENDED AND RESTATED 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

[Different first page setting changed from off in original to on in modified.].

All Communications, Notices and Orders to:

John Cochran

Chief Operating Officer
Crestline Management, L.P.

201 Main Street, Suite 2100

Fort Worth, TX 76102

[email protected]

Copies to:

Steven B. Boehm, Esq.

Anne G. Oberndorf, Esq.

Payam Siadatpour, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, N.W., Suite 700

Washington, DC 20001

Telephone: (202) 383-0100

[email protected]

September 2March 18, 20252026

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 SectionSections 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. The Order would supersede the exemptive order issued by the Commission on January 9, 2023 (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.

• CL Life and Annuity Insurance Company, CL Re SPC, Crestline Re SP1, a segregated portfolio of CL Re SPC, and CL Re SP2, a segregated portfolio of CL Re SPC (collectively, the “Existing Proprietary Accounts”); and

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁴⁵ and one or more Affiliated Entities⁵⁶ to engage in Co-Investment Transactions⁶⁷ 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.”⁷⁸ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸⁹

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.

The Existing Regulated Fund was formed as a Delaware limited liability company on June 18, 2024 for the purpose of operating as an externally-managed, non-diversified, closed-end management investment companyincorporated in Maryland on January 25, 2021. The Existing Regulated Fund changed its name from Crestline Lending Solutions Ramp, LLC on April 14, 2025, and previously operated as an investment fund that would have been anis a closed-end management investment company but for Section 3(c)(7) of the 1940 Act. On September 2, 2025, the Existing Regulated Fundthat has elected to be regulated as a business development companyBDC under the 1940 Act. In addition, theThe Existing Regulated Fund commenced operations on February 8, 2022. The Existing Regulated Fund intends to qualify annually to be treated as a regulated investment company under Sub-ChapterSubchapter M of the Internal Revenue Code of 1986, as amended. The Existing Regulated Fund’s principal place of business is 201 Main Street, Suite 2100, Fort Worth, TX 76102.600 Madison Avenue, Suite 1800, New York, NY 10022.

The Existing Regulated Fund’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation by targeting investments that the Existing Regulated Fund believes have favorablemaximize risk-adjusted returns and the ability to generate price appreciation.

on equity for its shareholders. The Existing Regulated Fund’s business and affairs are managed under the direction of itsFund has an eight-member board of directors (the “Existing Regulated Fund Board” and together with any Future Regulated Fund’sFund’s board of directors, the “Board”). The Existing Regulated Fund Board consists of four members, of which threesix members are not “interested” persons” of the Existing Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.⁹¹⁰

The Existing Affiliated Funds are investment funds, each of whose investment adviser is the Existingan Adviser and each of which would be an investment company but for Section 3(c)(5) or 3(c)(7) of the 1940 Act.¹⁰¹¹ A list of the Existing Affiliated Funds and their respective investment adviser is included on Schedule A hereto.

The Existing Proprietary Accounts will, from time to time, hold various financial assets in a principal capacity. The Existing Adviser operatesAdvisers operate various business lines through itstheir wholly or majority owned subsidiaries, and the wholly or majority owned subsidiaries that exist and currently intend to participate in Co-Investment Transactions have been included as Applicants herein.

The Existing Adviser was organized as a limited partnership under the laws of the state of Delaware and has registered with the Commission pursuant to Section 203 of the Advisers Act. The ExistingBDC Adviser serves as the investment adviser to of the Existing Regulated Fund and CAA, CAEA, CO3 Advisers, CAIM, and CARM serve as the investment adviser of certain of the Existing Affiliated Funds, as noted on Schedule A, and BDC Adviser or another Adviser will serve as the investment adviser to any Future Regulated Fund. On the date of this Application, the clients of each Adviser that intend to rely on this Application are the Existing Regulated Fund and the Existing Affiliated Funds identified on Schedule A hereto. BDC Adviser also provides administrative services to the Existing Regulated Fund under an administrative services agreement. Each of the Existing Advisers is a Delaware limited liability company. Each of BDC Adviser and CAA is a registered investment adviser with the Commission under the Advisers Act. Each of CAEA, CO3 Advisers, and CAIM is a relying adviser of CAA.

Each Existing Adviser is a direct or indirect majority-owned subsidiary of Chicago Atlantic Group, LP (“CAG”), a Delaware limited partnership. CAG is an alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. CAG’s investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. CAG has offices in Chicago, Miami, New York and London.

Under the terms of an investment advisory agreement with the Existing Regulated Fund and to each Existing Affiliated Fund. , as applicable, the Existing Advisers will, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to the Existing Regulated Fund’s and each Existing Affiliated Fund’s officers and directors/trustees/manager regularly.

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”¹¹¹² 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.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). WithThe Existing Advisers are under common control, and are thus affiliated persons of each other. Accordingly, with respect to the Existing AdviserAdvisers 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 the Existing Adviser,Advisers and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

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.¹²¹³

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,¹³¹⁴ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴¹⁵ 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.¹⁵¹⁶

4. No Remuneration. Any transaction fee¹⁶¹⁷ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁷¹⁸

6. Dispositions:

7. Board Oversight

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).²⁰²¹

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 InvestmentCo-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”).²¹²² 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.

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

Scott Gordon
Umesh Mahajan

Peter Sack

Chicago Atlantic BDC, Inc.

John Cochran

Chief Operating Officer

Crestline Management, L.P.

201 Main Street600 Madison Avenue, Suite 21001800

New York, NY 10022

(212) 905-4923

Fort Worth, TX 76102

[email protected]

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

Steven B. Boehm, Esq.

Anne G. Oberndorf, Esq.

Payam SiadatpourOwen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, N.W.NW, Suite 700

Washington, DC 20001

(202) 383-0100

[email protected]

[email protected]

Telephone (202) 383-0100

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 the Existing Regulated Fund and each Existing Affiliated Fund haveeach 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 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.

In accordance with the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Appendix C.

The Applicants have caused this Application to be duly signed on their behalf on the 2nd18^th day of SeptemberMarch, 20252026.

Existing Proprietary Accounts:

CL Life and Annuity Insurance Company

CL Re SPC

Crestline Re SP1, a segregated portfolio of CL Re SPC

CL Re SP2, a segregated portfolio of CL Re SPC

Schedule A - Existing Affiliated Funds

All Existing Affiliated Funds are advised by an Adviser as set forth below:

Blue Glacier Fund II, L.P.

CL Forgotten Coast Fund, L.P.

CL Green Park Holdco, L.P.

CL Impulse, L.P.

CL Panoramic, L.P.

CL Trading, L.P.

CL Utilities, L.P.

Crestline AK Advisory Investments III, L.P.

Crestline Direct Lending IV, SCSp

Crestline Direct Lending UL Master Fund, SCSp

Crestline Eagle Creek, L.P.

Crestline Lion Fund Mini-Master, L.P.

Crestline Makena Fund, L.P.

Crestline Maple Operating Trust

Crestline Opportunistic Credit IA Fund, L.P.

Crestline Opportunity V Master Fund I, L.P.

Crestline Opportunity V Master Fund II, L.P.

Crestline Opportunity V Master Fund III, L.P.

Crestline PF Sentry Fund, SCSp

Crestline Portfolio Financing Fund II, L.P.

Crestline Praeter, L.P. - Schooner

Crestline Specialty Lending III, L.P.

Crestline StepStone Opportunistic Credit Master Fund I, L.P.

Crestline Structured Note Issuer I LLC

Crestline Sundance Fund, L.P.

TL Managed Investments, L.P.

E. Existing Affiliated Funds managed by Chicago Atlantic REIT Manager, LLC:

1. Chicago Atlantic Real Estate Finance, Inc.

ExhibitAppendix A

VERIFICATION

Verification

The undersigned states that he or she has duly executed the attached applicationApplication dated as of September 2, 2025March 18, 2026 for and on behalf of the entities listed below;Applicants, as the case may be, that he or she holds the office with each such entity as indicated below and that all action byactions by stockholders, officers, directors, officers, stockholders, general partners, trustees or members of each entity and any other bodyand other bodies necessary to authorize the undersigned to execute and file such instrument hasApplication have been taken. The undersigned further states that he or she is familiar with suchthe instrument, and the contents thereof, and that the facts therein set forth therein are true to the best of his or her knowledge, information, and belief.

Existing Proprietary Accounts:

CL Life and Annuity Insurance Company

CL Re SPC

Crestline Re SP1, a segregated portfolio of CL Re SPC

CL Re SP2, a segregated portfolio of CL Re SPC

Existing Affiliated Funds:

Blue Glacier Fund II, L.P.

CL Forgotten Coast Fund, L.P.

CL Green Park Holdco, L.P.

CL Impulse, L.P.

CL Panoramic, L.P.

CL Trading, L.P.

CL Utilities, L.P.

Crestline AK Advisory Investments III, L.P.

Crestline Direct Lending IV, SCSp

Crestline Direct Lending UL Master Fund, SCSp

Crestline Eagle Creek, L.P.

Crestline Lion Fund Mini-Master, L.P.

Crestline Makena Fund, L.P.

Crestline Maple Operating Trust

Crestline Opportunistic Credit IA Fund, L.P.

Crestline Opportunity V Master Fund I, L.P.

Crestline Opportunity V Master Fund II, L.P.

Crestline Opportunity V Master Fund III, L.P.

Crestline PF Sentry Fund, SCSp

Crestline Portfolio Financing Fund II, L.P.

Crestline Praeter, L.P. - Schooner

Crestline Specialty Lending III, L.P.

Crestline StepStone Opportunistic Credit Master Fund I, L.P.

Crestline StepStone Opportunistic Credit Master Fund II, LP

Crestline Structured Note Issuer I LLC

Crestline Sundance Fund, L.P.

TL Managed Investments, L.P.

Crestline Portfolio Financing Fund III, SCSp

CL FLS 1, L.P.

Crestline Direct Lending CLO I, L.P.

Crestline European Capital Solutions Fund II, SCSp

CL Trading II, L.P.

By: Crestline Management, L.P., as investment manager

Schedule A – Existing Affiliated Funds

Existing Affiliated Funds Advised by Crestline Management, L.P.

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ExhibitAppendix B

Resolutions of the Initial Director of Crestline Lending Solutions, LLCBoard of Directors of Chicago
Atlantic BDC, Inc. (the “Fund”)

WHEREAS, the initial director (the “Board”) of Crestline Lending Solutions, LLC (the “Fund”) has reviewed the Fund’s Co-Investment Exemptive Application (the “Exemptive Application”) involving the Fund and certain affiliates thereof as specified in the Exemptive Application, a copy of which is attached hereto as Appendix A, for an order ofBoard deems it advisable and in the best interest of the Fund to file with the U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to SectionSections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-1 promulgated under the 1940 Act, permittingthereunder (the “Application”), to authorize the entering into of certain joint transactions that otherwise may be prohibited by SectionSections 17(d) and Section 57(a)(4) of the 1940 Act. and Rule 17d-1 promulgated thereunder; now therefore be it

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers (as defined below), shallofficers of the Fund be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to and in its name to prepare, execute, and cause to be executed, delivered and filed with the Commission the Exemptivean Application, in for an order of exemption, substantially in the form attached hereto as AppendixExhibit A; and  , and any amendments thereto, pursuant to Section 17(d) of the 1940 Act; and be it further

FURTHER RESOLVED, that the Authorized Officers shallofficers of the Fund be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the Commission any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing, such determination to be conclusively evidenced by the taking of any such action; and   resolution; and be it further

FURTHER RESOLVED, that all acts and thingsany and all actions previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf oftaken by the Fund or any of its directors or officers in connection with the actions contemplated by the foregoing resolutions are in all respects authorizedbe, and each of them hereby is, ratified, approved, confirmed, approved and adopted in all respects as and for the acts and deeds by and on behalf of the Fund; and .

FURTHER RESOLVED, that any officer of the Fund be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer’s signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument; and

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the Authorized Officers of the Fund shall be the Chief Executive Officer, the President, Chief Financial Officer, and the Secretary of the Fund or any other authorized signatories designated by the directors of the Fund from time to time (collectively, the “Authorized Officers”).

(Adopted by the Board on September 13, 2024)

Adopted March 14, 2026

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Appendix C

Marked Copies of the Application Showing Changes from the Final Versions of the Two Applications
Identified as Substantially Identical Under Rule 0-5(e)(3)

[Different first page setting changed from off in original to on in modified.].

File No. 812-      

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

In the Matter of the Application of:

LAGO EVERGREEN CREDIT, LAGO ASSET MANAGEMENT, LLC, LAGO INNOVATION FUND I, LP, LAGO INNOVATION FUND I-QP, LP, LAGO INNOVATION FUND, LLC, LAGO INNOVATION FUND II-AI, LP, LAGO INNOVATION FUND II-QP, LP, LAGO INNOVATION FUND II, LLC, LAGO DELTA NINE FUND, LP, LAGO DELTA NINE FUND QP, LP, LAGO DELTA NINE, LLC, LAGO D9 EQUITY FUND I, LP, LAGO D9 EQUITY FUND I-QP, LP, LAGO INNOVATION FUND III-AI, LP, LAGO INNOVATION FUND III-QP, LP, LAGO INNOVATION FUND III, LLC, LAGO ACCELERATION FUND I, LP, LAGO ACCELERATION FUND I-QP, LP, LAGO APEX CREDIT CORPORATION

10 S. Wacker Drive, Suite 3540

Chicago, Illinois 60606

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:

Tim Gottfried

LAGO Asset Management LLC

10 S. Wacker Drive, Suite 3540

Chicago, Illinois 60606

[email protected]

Telephone 773-417-5246

Copies to:

Anne G. Oberndorf, Esq.

Stephani M. Hildebrandt, Esq.

Dwaune Dupree, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

[email protected]

Telephone (202) 383-0100

May 9March 18, 2025 2026

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 SectionSections 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. The Order would supersede the exemptive order issued by the Commission on April 23January 9, 20252023 (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.

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

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.

The Existing Regulated Fund was formed as a Delaware statutory trust under the Delaware Statutory Trust Act on October 30, 2024, for the purpose of operating as an externally-managed, non-diversified,incorporated in Maryland on January 25, 2021. The Existing Regulated Fund is a closed-end management investment company that has elected to be regulated as a business development companyBDC under the 1940 Act. The Existing Regulated Fund commenced investment operations on March 3February 8, 20252022. The Existing Regulated Fund intends to qualify annually to be treated as a regulated investment company under Sub-ChapterSubchapter M of the Internal Revenue Code of 1986, as amended. The Existing Regulated Fund’s principal place of business is 10 S. Wacker Drive, Suite 3540, Chicago, Illinois 60606.600 Madison Avenue, Suite 1800, New York, NY 10022.

The Existing Regulated Fund’s investment objective is to maximize capital appreciation by investing in a portfolio primarily consisting of secured debt investments in target U.S.-based portfolio companies, which are qualifying as “eligible portfolio companies” under the Investment Company Act. The Existing Regulated Fund may also invest on an opportunistic basis in “non-qualifying” investments, such as investments in non-U.S. companies that otherwise meet the Existing Regulated Fund’s objectives and strategiesrisk-adjusted returns on equity for its shareholders. The Existing Regulated Fund has a five memberan eight-member board (the “Existing Regulated Fund Board” and together with any Future Regulated Fund’s board of directors, the “Board”), of which threesix members are not “interested” persons of the Existing Regulated Fund within the meaning of Section 2(a)(19) of the 1940 Act.¹⁰

The Existing Affiliated Funds are investment funds, each of whose investment adviser is an Adviser and each of which would be an investment company but for Section 3(c)(5) or 3(c)(7) of the 1940 Act.¹¹ A list of the Existing Affiliated Funds and their respective investment advisersadviser is included on Schedule A hereto.

The Existing Proprietary AccountAccounts will, from time to time, hold various financial assets in a principal capacity. The BDC Adviser and its affiliatesExisting Advisers operate various business lines directly or through their wholly or majority owned subsidiaries, and the affiliate that existswholly or majority owned subsidiaries that exist and currently intendsintend to participate in Co-Investment Transactions hashave been included as an ApplicantApplicants herein.

The BDC Adviser serves as the investment adviser of the Existing Regulated Fund and CAA, CAEA, CO3 Advisers, CAIM, and CARM serve as the investment adviser of certain of the Existing Affiliated Funds, as applicablenoted on Schedule A, and either itBDC Adviser or another Adviser will serve as the investment adviser to any Future Regulated Fund. The BDC Adviser is a Delaware limited liability company and is a registered investment adviser with the Commission under the Advisers Act. On the date of this Application, the BDC Adviser’s sole clients of each Adviser that intend to rely on this applicationApplication are the Existing Regulated Fund and the Existing Affiliated Funds identified on Schedule A hereto. BDC Adviser also provides administrative services to the Existing Regulated Fund under an administrative services agreement. Each of the Existing Advisers is a Delaware limited liability company. Each of BDC Adviser and CAA is a registered investment adviser with the Commission under the Advisers Act. Each of CAEA, CO3 Advisers, and CAIM is a relying adviser of CAA.

Each Existing Adviser is a direct or indirect majority-owned subsidiary of Chicago Atlantic Group, LP (“CAG”), a Delaware limited partnership. CAG is an alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. CAG’s investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. CAG has offices in Chicago, Miami, New York and London.

Under the terms of an investment advisory agreement with the Existing Regulated Fund and each Existing Affiliated Fund, respectivelyas applicable, the BDC AdviserExisting Advisers will, among other things, manage the investment portfolio, direct purchases and sales of portfolio securities and report thereon to eachthe Existing Regulated Fund’s and theeach Existing Affiliated Fund’s officers and directors/trustees/manager regularly.

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. 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”¹² 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. B. Need for Relief

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). The Existing Advisers 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 the BDC Adviser,Existing Advisers and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

C. 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.¹³

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,¹⁴ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁵ 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.¹⁶

4. No Remuneration. Any transaction fee¹⁷ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁸

6. Dispositions:

7. Board Oversight

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).²¹

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.

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If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such transaction.

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. 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. 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 InvestmentCo-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”).²² 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. A. Communications

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

Scott Gordon
Umesh Mahajan

Peter Sack

Chicago Atlantic BDC, Inc.

Tim Gottfried

LAGO Asset Management LLC

10 S. Wacker Drive600 Madison Avenue, Suite 35401800

Chicago, Illinois 60606

New York, NY 10022

(212) 905-4923

[email protected]

Telephone 773-417-5246

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

Anne G. Oberndorf, Esq.

Stephani M. HildebrandtOwen J. Pinkerton, Esq.

Dwaune Dupree, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

[email protected]

[email protected]

Telephone (202) 383-0100

B. 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 eachthe 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 haveApplicant 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 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.

In accordance with the requirements for a request for expedited review of this Application, marked copies of two recent applications seeking the same relief as Applicants that are substantially identical as required by Rule 0-5(e) of the 1940 Act are attached as Appendix C.

The Applicants have caused this Application to be duly signed on their behalf on the 9^th18^th day of MayMarch, 20252026.