File No. 812-15551

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of the Application of:

Fortress Private Lending Fund, FPLF Management LLC, FIG LLC, Fortress Credit Corp., Fortress Credit Co LLC, DBD Credit Funding LLC, Fortress Credit Opportunities Fund VI (A) LP, Fortress Credit Opportunities Fund VI (B) LP, Fortress Credit Opportunities Fund VI (C) L.P., Fortress Credit Opportunities Fund VI (D) L.P., Fortress Credit Opportunities Fund VI (E) LP, Fortress Credit Opportunities Fund VI (G) L.P., Fortress Credit Opportunities Fund V Expansion (A) LP, Fortress Credit Opportunities Fund V Expansion (B) LP, Fortress Credit Opportunities Fund V Expansion (C) L.P., Fortress Credit Opportunities Fund V Expansion (D) L.P., Fortress Credit Opportunities Fund V Expansion (E) LP, Fortress Credit Opportunities Fund V Expansion (F) LP, Fortress Credit Opportunities Fund V Expansion (G) L.P., Fortress Credit Opportunities Fund V Expansion (H) L.P., Super FCO MA III L.P., FCO MA V L.P., Fortress Credit Opportunities Fund V Expansion MA-CRPTF LP, FCO MA Centre Street II EXP (P) LP, FCO MA Centre Street II EXP (ER) LP, FCO MA Centre Street II EXP (TR) LP, Fortress Credit Opportunities Fund V Expansion MA-C L.P., Fortress Lending Fund III (A) LP, Fortress Lending Fund III (B) L.P., Fortress Lending Fund III (C) L.P., Fortress Lending Fund III (D) LP, Fortress Lending III Holdings L.P., Fortress Lending Fund III-IV MA-CRPTF LP, Fortress Lending Fund IV (A) LP, Fortress Lending Fund IV (B) L.P., Fortress Lending Fund IV (C) L.P., Fortress Lending Fund IV (D) LP, Fortress Lending IV Holdings L.P., Fortress Intellectual Property Opportunities Fund II (A) LP, Fortress Intellectual Property Opportunities Fund II (B) LP, Fortress Intellectual Property Opportunities Fund II (C) L.P., Fortress Intellectual Property Opportunities Fund II (D) L.P., Fortress Legal Assets Fund I (A) LP, Fortress Legal Assets Fund I (B) LP, Fortress Legal Assets Fund I (C) LP, Fortress Legal Assets Fund II (A) LP, Fortress Legal Assets Fund II (B) LP, Fortress Legal Assets Fund II (C) LP, Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities Fund Ltd, Fortress Credit BSL VII Limited, Fortress Credit BSL VIII Limited, Fortress Credit BSL IX Limited, Fortress Credit BSL X Limited, Fortress Credit BSL XI Limited, Fortress Credit BSL XII Limited, Fortress Credit BSL XIII Limited, Fortress Credit BSL XIV Limited, Fortress Credit BSL XV Limited, Fortress Credit BSL XVI Limited, Fortress Credit BSL XVII Limited, Fortress Credit BSL XVIII Limited, Fortress Credit BSL XIX Limited, Fortress Credit BSL XX Limited, Fortress Credit BSL XXI Limited, Fortress Credit BSL XXII Limited, Fortress Credit BSL XXIII Limited, Fortress Credit BSL XXIV Limited, Fortress Credit Europe BSL 2024-1 DAC, FDF V Limited, Fortress Credit Opportunities IX CLO Limited, Fortress Credit Opportunities XV CLO Limited, Fortress Credit Opportunities VIII CLO LLC, Fortress Credit Opportunities XIX CLO Limited, Fortress Credit Opportunities XXI CLO LLC, Fortress Credit Opportunities XXIII CLO LLC, DBDB Funding LLC, FLF III-IV MA-CRPTF Holdings Finance L.P., FLF III AB Holdings Finance L.P., FLF III Holdings Finance L.P., FLF III GMS Holdings Finance L.P., FLF III SM Holdings Finance L.P., FLF III BAM Holdings Finance L.P., FORT CRE 2022-FL3 Issuer LLC, Fortress Credit Opportunities VI Advisors LLC, Fortress Credit Opportunities VI-C Advisors LLC, Fortress Credit Opportunities V Advisors LLC, Fortress Credit Opportunities V-C Advisors LLC, Fortress Lending Advisors III LLC, Fortress Lending Advisors IV LLC, Fortress IP Advisors II LLC, Fortress IP Advisors II C LLC, Fortress Legal Assets Advisors LLC, Fortress Legal Assets Advisors II LLC, Drawbridge Special Opportunities Advisors LLC, FCO MA Centre II Advisors LLC, FC BSL VII Management LLC, FC BSL VIII Management LLC, FC BSL IX Management LLC, FC BSL X Management LLC, FC BSL XI Management LLC, FC BSL XII Management LLC, FC BSL XIII Management LLC, FC BSL XIV Management LLC, FC BSL CLO Manager LLC, FC BSL CLO Manager II LLC, FC BSL XVII Management LLC, FC BSL XVIII Management LLC, FC BSL CLO Manager IV LLC, FC BSL CLO Manager III LLC, FC BSL CLO Manager V LLC, FCFE CM LLC, FDF V Management LLC, FCOD CLO Management LLC, FLF III-IV MA-CRPTF Advisors LLC, FLF III AB Holdings Finance CM LLC, FLF III GMS Holdings Finance CM LLC, FLF III SM Holdings Finance CM LLC, FLF III BAM Holdings Finance CM LLC, FCO MA Sup Advisors LLC, FCO MA V Advisors LLC, Fortress FCO Fund V MA-CRPTF Advisors LLC, FCO Fund V MA-C Advisors LLC

1345 Avenue of the Americas
New York, NY 10105

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

All Communications, Notices and Orders to:

David Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas
New York, New York 10105
Tel: (212) 798-6100
DBrooks@Fortress.com

Copies to:

Nicole M. Runyan, P.C.
Kim E. Kaufman
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Telephone: (212) 446-4800
nicole.runyan@kirkland.com
kim.kaufman@kirkland.com

April 16, 2025

_____________________________________________________________________________________

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

_____________________________________________________________________________________

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁴ and one or more Affiliated Entities⁵ to engage in Co-Investment Transactions⁶ 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.”⁷ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁸

The Existing Regulated Fund is an externally-managed, non-diversified, closed-end management investment company organized as a statutory trust in Delaware on January 25, 2024. The Existing Regulated Fund will elect to be regulated as a BDC under the 1940 Act, and will file such election prior to relying on the relief requested herein. In addition, the Existing Regulated Fund intends to qualify and elect to be treated as a regulated investment company (“RIC”) under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, and intends to continue to qualify as a RIC in the future.

The Existing Regulated Fund’s objectives and strategies are to generate current income and, to a lesser extent, capital appreciation primarily by investing in U.S. middle-market companies through the direct origination or acquisition of first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and, to a lesser extent, second lien senior secured loans. The Existing Regulated Fund’s investments may be accompanied by junior debt and/or equity or equity-related investments, including common stock, preferred stock, securities convertible into common stock and/or warrants. Other first-lien debt may include standalone first-lien loans; “last-out” first lien loans, which are loans that have a secondary priority behind super-senior “first out” first-lien loans, and secured corporate bonds with similar features to these categories of first-lien loans. The Existing Regulated Fund’s business and affairs are managed under the direction of a Board, which prior to electing to be regulated as a BDC, will consist of seven (7) members, four (4) of whom will be Independent Directors.⁹ The Existing Regulated Fund’s Board has delegated daily management and investment authority to BDC Adviser pursuant to an investment advisory and management agreement.

BDC Adviser, a limited liability company organized under the laws of the state of Delaware, is registered as an investment adviser with the Commission pursuant to Section 203 of the Advisers Act on behalf of itself and its successors.

Fortress, a limited liability company organized under the laws of the state of Delaware, is registered as an investment adviser with the Commission pursuant to Section 203 of the Advisers Act on behalf of itself and its successors.

The investment advisers to the Existing Affiliated Funds that are identified in Schedule A are each a “relying adviser” under the Advisers Act through a single registration with Fortress on behalf of itself and its successors. The Existing Advisers and Fortress operate under a single set of policies and procedures that are reasonably designed to comply with the requirements of the Advisers Act.

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)(1) or 3(c)(7) of the 1940 Act or relies on Rule 3a-7 under the 1940 Act.¹⁰ A list of the Existing Affiliated Funds is included on Schedule A hereto.

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹¹ in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a 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 each majority-owned by Fortress, 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.¹²

2.            Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹³ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3.            Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁵

4.            No Remuneration. Any transaction fee¹⁶ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5.            Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁷

6.            Dispositions:

(a)          Prior to any Disposition¹⁸ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b)          Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.¹⁹

7.            Board Oversight

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).²⁰

9.            In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²¹ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

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

David Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas
New York, New York 10105
Tel: (212) 798-6100
DBrooks@Fortress.com

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

Nicole M. Runyan, P.C.
Kim E. Kaufman
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Telephone: (212) 446-4800
nicole.runyan@kirkland.com
kim.kaufman@kirkland.com

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that each Existing Regulated Fund and Existing Affiliated Fund have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

The Applicants have caused this Application to be duly signed on their behalf on the 16th day of April, 2025.

VERIFICATION

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

Schedule A

EXHIBIT A

RESOLUTIONS OF THE SOLE TRUSTEE OF
FORTRESS PRIVATE LENDING FUND
(the “Fund”)

RESOLVED, that the officers of the Fund be, and each hereby is, authorized in the name of the Fund and on behalf of the Fund to make or cause to be made, and to execute and cause to be filed with the Securities and Exchange Commission (the “SEC”), an application for co-investment exemptive relief under the Investment Company Act of 1940, as amended (the “Co-Investment Exemptive Application”), including the Fund along with FPLF Management LLC and certain of its affiliates; and

FURTHER RESOLVED, that each of the officers of the Fund is hereby authorized in the name and on behalf of the Fund to make or cause to be made, and to execute and cause to be filed with the SEC, any and all amendments to such Co-Investment Exemptive Application, effecting such changes as any such officer or officers may deem necessary or advisable; and

FURTHER RESOLVED, that each of the officers of the Fund is hereby authorized in the name and on behalf of the Fund, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent of the foregoing resolutions.

(Adopted on February 16, 2024)