The Securities and Exchange Commission published notice of an application by Emery Partners Income Credit Strategies Fund, Emery Partners LLC, and EP Alternatives LP seeking permission for certain affiliated co-investment transactions. The distinction matters: the notice announces an application for exemptive relief. It does not itself grant that relief or establish a new co-investment framework for the broader market.

What Emery Partners Is Requesting

According to Investment Company Act Release No. 36374, the applicants seek an order permitting certain:

• Business development companies, or BDCs;

• Closed-end management investment companies; and

• Open-end management investment companies

to co-invest in portfolio companies with one another and with certain affiliated investment entities.

The application was filed on June 9, 2026, and amended on September 24, 2026.

The requested order would address joint transactions otherwise prohibited by the Investment Company Act of 1940 and its implementing rules. Specifically, the application seeks relief under Sections 17(d) and 57(i) and Rule 17d-1 for transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1.

For managers, the practical issue is whether—and on what conditions—affiliated investment vehicles can participate together in an investment.

Why Affiliated Co-Investment Requires Careful Structuring

A shared investment opportunity creates decisions that can affect participating funds differently.

How much of the opportunity should each vehicle receive? Will the participants invest on comparable terms? How will expenses be allocated? What happens if one fund wants to participate in a follow-on financing while another wants to exit?

These are practical diligence questions raised by affiliated co-investment arrangements. They are not a description of conditions imposed in the Emery Partners application. The SEC’s two-page notice does not reproduce the applicants’ proposed operating conditions, representations, or legal analysis. Instead, it directs readers to the September 24 amended application.

That limitation is important. The notice identifies the requested relief, but the amended application is necessary to assess the proposed safeguards and the precise scope of the arrangement.

What This Means for Fund Managers

For managers considering investments across affiliated vehicles, the notice illustrates why transaction planning should begin with the legal structure of the participating funds.

Before committing multiple vehicles to a deal, managers should assess which entities will participate, how they are affiliated, what restrictions apply, and whether an existing exemptive order covers the proposed transaction.

The operational arrangements also deserve attention. Investment allocation policies, approval procedures, expense treatment, and transaction records need to support the structure the manager intends to use.

An application filed by another manager can be useful research. It does not establish that the same relief is available to a different fund complex or that a proposed transaction falls within an existing authorization.

What Portfolio Companies Should Consider

For companies raising capital, multiple funds managed by the same sponsor may appear to be a single investor relationship. The transaction documents, however, may involve separate legal entities with different approval processes and investment constraints.

Founders and management teams should clarify:

• Which entities will actually invest;

• Whether participation depends on regulatory relief or other approvals;

• How investment amounts and closing commitments will be documented; and

• How follow-on investments, voting rights, and future exits will be handled.

The commercial implication is straightforward: access to several affiliated pools of capital can be valuable, but the financing timetable should reflect the requirements applicable to each participant.

November 23: The Hearing-Request Deadline

The notice states that an order granting the requested relief will be issued unless the Commission orders a hearing.

Interested persons seeking a hearing must submit their requests so the SEC receives them by 5:30 p.m. Eastern time on November 23, 2026.

Requests must be emailed to Secretarys-Office@sec.gov, identify File No. 812-16042, and be served on the applicants as specified in the notice. They must include proof of service and explain the requester’s interest, the reasons for requesting a hearing, relevant facts, and the issues contested.

This is a hearing-request process for a particular exemptive application. It is not a public comment period on a proposed industry-wide rule.

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This blog post is for informational purposes only and is not legal advice. Please consult with a Launch Legal attorney regarding your specific situation.