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:

Clearlake Private Markets Fund, Clearlake Capital RIC Management, LLC, Pathway Capital Management, L.P., and certain of their affiliated entities as described in Schedule A to the application.

Filing Dates:

The application was filed on August 10, 2026 and amended on August 13, 2026.

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. The email should include the file number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time, on November 3, 2026, 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: Fred Ebrahemi, Clearlake Capital RIC Management, LLC, 233 Wilshire Blvd., Suite 800, Santa Monica, California 90401, febrahemi@clearlake.com; John Cannon, Clearlake Capital RIC Management, LLC, 233 Wilshire Blvd., Suite 800, Santa Monica, California 90401, jcannon@clearlake.com, and copies to: Rajib Chanda, Simpson Thacher & Bartlett LLP, 900 G Street NW, Washington, DC 20001, Nathan Briggs, Simpson Thacher & Bartlett LLP, 900 G Street NW, Washington, DC 20001, Jonathan Gaines, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, Stephen Forster, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT:

Rachel Loko, Senior Special Counsel at (202) 551-6720 or IMOCC@sec.gov (Division of Investment Management, Chief Counsel's Office).