```

[Federal Register Volume 89, Number 228 (Tuesday, November 26, 2024)]
[Notices]
[Page 93377]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-27675]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 35397; File No. 812-15536]

Willow Tree Capital Corporation, et al.

November 21, 2024.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

-----------------------------------------------------------------------

    Notice of application for an order under sections 17(d) and 57(i) 
of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 
under the Act to permit certain joint transactions otherwise prohibited 
by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.
    Summary of Application: Applicants request an order to permit 
certain business development companies (``BDCs'') and closed-end 
management investment companies to co-invest in portfolio companies 
with each other and with certain affiliated investment entities.
    Applicants: Willow Tree Capital Corporation, Willow Tree Capital 
Corp. Advisors LLC, Willow Tree Credit Partners LP, Willow Tree Fund I 
(Offshore), LP, Willow Tree Fund I, LP, Willow Tree Fund II (Offshore), 
LP, Willow Tree Fund II, LP, Willow Tree Credit Partners SBIC 
Management LP, Willow Tree Credit Partners SBIC, LP, Willow Tree CLO I 
LLC and Willow Tree CLO II LLC.
    Filing Dates: The application was filed on December 21, 2023 and 
amended on April 3, 2024, August 6, 2024, October 9, 2024, and November 
15, 2024.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the SEC's Secretary at [email protected] and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on December 
16, 2024 and should be accompanied by proof of service on the 
Applicants, in the form of an affidavit or, for lawyers, a certificate 
of service. Pursuant to rule 0-5 under the Act, hearing requests should 
state the nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary at 
[email protected].

ADDRESSES: The Commission: [email protected]. Applicants: 
Justin Lee, [email protected], and Anne G. Oberndorf, 
sutherland.com">anneoberndorf@eversheds-sutherland.com.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
or Thomas Ahmadifar, 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' fourth amended 
and restated application, dated November 15, 2024, which may be 
obtained via the Commission's website by searching for the file number 
at the top of this document, or for an Applicant using the Company name 
search field, on the SEC's EDGAR system. The SEC's EDGAR system may be 
searched at, https://www.sec.gov/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.
[FR Doc. 2024-27675 Filed 11-25-24; 8:45 am]
BILLING CODE 8011-01-P
```