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###### Securities and Exchange Commission

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

# 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                     *Secretarys-Office@sec.gov*                     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                     *Secretarys-Office@sec.gov.*

# ADDRESSES:

                        The Commission:                         *Secretarys-Office@sec.gov.*                         Applicants: Justin Lee,                         *lee@ewillowtreelp.com,*                         and Anne G. Oberndorf,                         *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