SECURITIES AND EXCHANGE COMMISSION 

Investment Company Act Release No. 35094; File No. 812-15493 

CAZ Strategic Opportunities Fund, et al. 

January 19, 2024 

AGENCY: Securities and Exchange Commission (“Commission” or “SEC”). 

ACTION: Notice. 

Notice of application for an order (“Order”) under sections 17(d) and 57(i) of the Investment 

Company Act of 1940 (the “Act”) and rule 17d-1 under the Act to permit certain joint 

transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under 

the Act. 

Summary of Application: Applicants request an order to permit certain business development 

companies and closed-end management investment companies to co-invest in portfolio 

companies with each other and with certain affiliated investment entities. 

Applicants: CAZ Strategic Opportunities Fund, CAZ Investments LP, CAZ Investments 

Registered Adviser LLC, CAZ AI Fund, L.P., CAZ Barbell Fund, L.P., CAZ Barbell (QP) Fund, 

L.P., CAZ Barbell Offshore Fund, Ltd., CAZ Co-Investment Opportunities Fund, L.P. – 100T 

Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – ACP Portfolio, CAZ Co-Investment 

Opportunities Fund, L.P. – CLS Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – Didi 

Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – Didi B Portfolio, CAZ Co-Investment 

Opportunities Fund, L.P. – Fundbox Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – 

HPE Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – HPE (UB) Portfolio, CAZ CoInvestment Opportunities Fund, L.P. – IF Portfolio, CAZ Co-Investment Opportunities Fund, 

L.P. – ISQ Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – MCP Portfolio, CAZ Co-
Investment Opportunities Fund, L.P. – MSouth Portfolio, CAZ Co-Investment Opportunities 

Fund, L.P. – ORTF2 Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – PLT Portfolio, 

CAZ Co-Investment Opportunities Fund, L.P. – PLT (UB) Portfolio, CAZ Co-Investment 

Opportunities Fund, L.P. – RS Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – RVS 

Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – STP Portfolio, CAZ Co-Investment 

Opportunities Fund, L.P. – STP-RVS Portfolio, CAZ Co-Investment Opportunities Fund, L.P. –

VEP (UB) Portfolio, CAZ Co-Investment Opportunities Fund, L.P. – VEP Portfolio, CAZ CoInvestment Opportunities Liquid Fund, L.P. – Opendoor II Portfolio, CAZ Co-Investment 

Opportunities Liquid Fund, L.P. – Didi II Portfolio, CAZ Credit Opportunity, L.P., CAZ Credit 

Opportunity (TE), L.P., CAZ DFG Diversified Fund, L.P. – Vintage I Portfolio, CAZ Disruptive 

Technology Fund, L.P. – KV Portfolio, CAZ Dislocation Opportunities Fund, L.P., CAZ 

Dislocation Opportunities Fund – TE, L.P., CAZ Diversified Alternatives Fund, L.P., CAZ 

Diversified Private Investments Founders Class Fund, L.P., CAZ Diversified Private Investments 

Class A Fund, L.P., CAZ Diversified Private Investments Class B Fund – TE, L.P., CAZ 

Diversified Private Investments Class C Fund, L.P., CAZ Diversified Private Investments Class 

D Fund – TE, L.P., CAZ Energy Evolution Fund, L.P., CAZ Energy Evolution Fund – TE, L.P., 

CAZ Energy Infrastructure Fund III, L.P., CAZ Energy Infrastructure Fund III-C, L.P., CAZ 

Energy Infrastructure Fund IV, L.P., CAZ Enterprise Software Opportunities Fund, L.P., CAZ 

eSports Fund, L.P. – Artist eSports Edge Portfolio, CAZ eSports Fund, L.P. – Artist SPV D 

Portfolio, CAZ GP Ownership Class A Fund, L.P., CAZ GP Ownership Class B Fund – TE, 

L.P., CAZ GP Ownership Class C Fund, L.P., CAZ GP Ownership Class D Fund – TE, L.P., 

CAZ GP Ownership Class E Fund, L.P., CAZ GP Ownership Class F Fund – TE, L.P., CAZ 

Halcyon Strategic Opportunities Fund, L.P., CAZ Halcyon Offshore Strategic Opportunities 
Fund, L.P., CAZ Healthcare Fund – Israel II, L.P., CAZ ICON Fund, L.P., CAZ ICON B Fund, 

L.P., CAZ Medical Royalty Fund II, L.P., CAZ Medical Royalty Fund III, L.P., CAZ Merchant 

WP I Fund, L.P., CAZ Partners Fund, L.P., CAZ Partners Fund Liquid Income (TE), L.P., CAZ 

Private Energy Fund, L.P., CAZ Private Equity Access Fund II, L.P. – Onshore Series, CAZ 

Private Equity Access Fund II, L.P. – Onshore (QP) Series, CAZ Private Equity Access Fund II, 

L.P. – Offshore Series, CAZ Private Equity Access Fund II, L.P. – Non-Conduit Series, CAZ 

Private Equity Ownership Fund, L.P., CAZ Private Equity Ownership (TE) Fund, L.P., CAZ 

Private Equity Ownership Fund II, L.P., CAZ Private Equity Ownership Fund II (NC), L.P., 

CAZ Private Equity Ownership Fund III, L.P., CAZ Private Equity Ownership Fund III-F, L.P., 

CAZ Private Equity Ownership BCP2 Fund, L.P., CAZ Private Equity Ownership D5 Fund, 

L.P., CAZ Private Equity Ownership D5 Fund – TE, L.P., CAZ Private Income Fund, L.P., CAZ 

Professional Sports Ownership Fund I, L.P., CAZ Professional Sports Ownership Fund I – TE, 

L.P., CAZ Risk Mitigation Fund, L.P. – Pure Hedge Portfolio, CAZ Risk Mitigation Fund, L.P. – 

Risk Mitigation Portfolio, CAZ Risk Mitigation Fund, L.P. – Risk Mitigation Plus Income 

Portfolio, CAZ Risk Mitigation Plus Income Fund (TE), L.P., CAZ Secondary Opportunities 

Fund, L.P., CAZ Secondary Opportunities Fund – TE, L.P., and CAZ Valley Forge Fund, L.P. 

Filing Dates: The application was filed on August 10, 2023 and amended on December 1, 2023. 

Hearing or Notification of Hearing: An order granting the requested relief will be issued unless 

the Commission orders a hearing. Interested persons may request a hearing on any application by 

e-mailing the SEC’s Secretary at Secretarys-Office@sec.gov and serving the Applicants with a 

copy of the request by e-mail, if an e-mail address is listed for the relevant Applicant below, or 

personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing 

requests should be received by the Commission by 5:30 p.m. on February 13, 2024, and should 
be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a 

certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature 

of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the 

reason for the request, and the issues contested. Persons who wish to be notified of a hearing 

may request notification by emailing the Commission’s Secretary at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: Christopher Alan 

Zook, caz@cazinvestments.com; Thomas Friedmann, thomas.friedmann@dechert.com; Matthew 

Carter, matthew.carter@dechert.com; Alexander Karampatsos, 

alexander.karampatsos@dechert.com. 

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, or Lisa Reid 

Ragen, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel’s 

Office). 

SUPPLEMENTARY INFORMATION: For Applicants’ representations, legal analysis, and 

conditions, please refer to Applicants’ first amended and restated application, dated December 1, 

2023, which may be obtained via the Commission’s website by searching for the file number at 

the top of this document, or for an Applicant using the Company name search field, on the SEC’s 

EDGAR system. The SEC’s EDGAR system may be searched at, at 

http://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may also call the 

SEC’s Public Reference Room at (202) 551-8090. 

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

authority. 

Sherry R. Haywood,

Assistant Secretary.