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[Federal Register Volume 89, Number 249 (Monday, December 30, 2024)]
[Notices]
[Page 106644]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30857]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 35425; File No. 812-15543]

Morgan Stanley Direct Lending Fund, et al.

December 19, 2024.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    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:  Morgan Stanley Direct Lending Fund, MS Capital Partners 
Adviser Inc., NH Credit Partners III Holdings L.P., NH Expansion Credit 
Fund Holdings LP, North Haven Credit Partners II L.P., North Haven 
Credit Partners III L.P., North Haven Senior Loan Fund (ALMA) 
Designated Activity Company, North Haven Senior Loan Fund L.P., North 
Haven Senior Loan Fund Offshore L.P., North Haven Senior Loan Fund 
Unleveraged Offshore L.P., North Haven Tactical Value Fund (AIV) LP, 
North Haven Tactical Value Fund LP, North Haven Unleveraged Senior Loan 
Fund (Yen) L.P., NH Senior Loan Fund Offshore Holdings L.P., NH Senior 
Loan Fund Onshore Holdings LLC, DLF CA SPV LLC, DLF Equity Holdings 
LLC, DLF SPV LLC, DLF Financing SPV LLC, SL Investment Fund II LLC, 
SLIF II CA SPV LLC, SLIC CA SPV LLC, SLIC Equity Holdings LLC, SLIC 
Financing SPV LLC, T Series Middle Market Loan Fund LLC, T Series CA 
SPV LLC, T Series Equity Holdings LLC, T Series Financing SPV LLC, T 
Series Financing II SPV LLC, T Series Financing III SPV LLC, North 
Haven Private Income Fund LLC, North Haven Private Income Fund A LLC, 
LGAM Private Credit LLC, PIF CA SPV LLC, NHPIF Equity Holdings SPV LLC, 
Broadway Funding Holdings LLC, PIF Financing SPV LLC, PIF Financing II 
SPV LLC, PIF A CA SPV LLC, Broadway Funding Holdings II LLC, PIF A 
Financing SPV LLC, PIF A Equity Holdings LLC, 1585 Koala Holdings LLC, 
LGAM CA SPV LLC, LGAM Financing SPV LLC, LGAM Equity Holdings LLC, 
Credit Opportunities (Series M) LP, NH-G 2022 SCSp, North Haven Senior 
Loan Fund (ALMA) II Designated Activity Company, North Haven Expansion 
Credit II L.P., North Haven Direct Lending Fund Aggregator L.P., NHDL I 
SPV LLC, North Haven Credit Partners IV Holdings A L.P., North Haven 
Credit Partners IV Holdings B L.P., North Haven Tactical Value Fund II 
Lux AIV-B SCSp, North Haven Tactical Value Fund II Lux AIV-C SCSp, NHTV 
II Onshore Aggregator LP, North Haven Structured Solutions Fund LP and 
Morgan Stanley Senior Funding, Inc.

Filing Dates:  The application was filed on January 29, 2024 and 
amended on August 20, 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 January 
13, 2025 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: Orit 
Mizrachi, 1585 Broadway, 23rd floor, New York, NY 10036, with a copy 
to: Thomas Friedmann, Dechert LLP, One International Place, 100 Oliver 
St., 40th Floor, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT: Adam Lovell, Senior Counsel, or Terri 
Jordan, 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' amended and 
restated application, dated August 20, 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.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30857 Filed 12-27-24; 8:45 am]
BILLING CODE 8011-01-P
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