Federal Register / Vol. 87, No. 132 / Tuesday, July 12, 2022 / Notices 41365 

1 15 U.S.C. 80a. In addition, the offering and 

selling of securities that are not registered pursuant 

to the Securities Act of 1933 (‘‘Securities Act’’) is 

generally prohibited by U.S. securities laws. 15 

U.S.C. 77. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34643; File No. 812–15327] 

Morgan Stanley Direct Lending Fund, 

et al. 

July 6, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of application for an order 

(‘‘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 amend a previous 

order granted by the Commission that 

permits 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 Corp., 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, North 

Haven Private Income Fund LLC, PIF 

CA SPV LLC, NHPIF Equity Holdings 

SPV 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. 

Filing Dates: The application was 

filed on April 25, 2022, and amended on 

June 9, 2022, and June 30, 2022. 

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 August 1, 2022, and 

should be accompanied by proof of 

service on 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: 

Thomas J. Friedmann at 

Thomas.Friedmann@dechert.com or 

Matthew J. Carter at Matthew.Carter@

dechert.com. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, or 

Kaitlin C. Bottock, 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’ second amended and 

restated application, dated June 30, 

2022, 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, at 

http://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, 

Assistant Secretary. 

[FR Doc. 2022–14748 Filed 7–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–464, OMB Control No. 

3235–0527] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

7d–2 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 350l–3520), the Securities 

and Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

In Canada, as in the United States, 

individuals can invest a portion of their 

earnings in tax-deferred retirement 

savings accounts (‘‘Canadian retirement 

accounts’’). These accounts, which 

operate in a manner similar to 

individual retirement accounts in the 

United States, encourage retirement 

savings by permitting savings on a taxdeferred basis. Individuals who 

establish Canadian retirement accounts 

while living and working in Canada and 

who later move to the United States 

(‘‘Canadian-U.S. Participants’’ or 

‘‘participants’’) often continue to hold 

their retirement assets in their Canadian 

retirement accounts rather than 

prematurely withdrawing (or ‘‘cashing 

out’’) those assets, which would result 

in immediate taxation in Canada. 

Once in the United States, however, 

these participants historically have been 

unable to manage their Canadian 

retirement account investments. Most 

investment companies (‘‘funds’’) that 

are ‘‘qualified companies’’ for Canadian 

retirement accounts are not registered 

under the U.S. securities laws. 

Securities of those unregistered funds, 

therefore, generally cannot be publicly 

offered and sold in the United States 

without violating the registration 

requirement of the Investment Company 

Act of 1940 (‘‘Investment Company 

Act’’).1 As a result of this registration 

requirement, Canadian-U.S. Participants 

previously were not able to purchase or 

exchange securities for their Canadian 


jspears on DSK121TN23PROD with NOTICES1
41366 Federal Register / Vol. 87, No. 132 / Tuesday, July 12, 2022 / Notices 

2See Offer and Sale of Securities to Canadian 

Tax-Deferred Retirement Savings Accounts, Release 

Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000) 

[65 FR 37672 (June 15, 2000)]. This rulemaking also 

included new rule 237 under the Securities Act, 

permitting securities of foreign issuers to be offered 

to Canadian-U.S. Participants and sold to Canadian 

retirement accounts without being registered under 

the Securities Act. 17 CFR 230.237. 

3 17 CFR 270.7d–2. 

4 44 U.S.C. 3501–3502. 

5 Investment Company Institute, 2021 Investment 

Company Fact Book (2021) at 276, tbl. 66, available 

at https://www.ici.org/system/files/2021-05/2021_

factbook.pdf. Since the last renewal, we understand 

that the Investment Company Institute has changed 

its methodology to enhance the accuracy of how it 

estimates the number of Canadian funds. The 

estimate used for this renewal reflects this change 

in methodology and the number of estimated 

Canadian funds has increased from the last renewal. 

6The Commission’s estimate concerning the wage 

rate for attorney time is based on salary information 

for the securities industry compiled by the 

Securities Industry and Financial Markets 

Association (‘‘SIFMA’’). The $455 per hour figure 

for an Attorney is based on SIFMA’s Management 

& Professional Earnings in the Securities Industry 

2013, updated for 2022, modified by Commission 

staff to account for an 1,800-hour work-year and 

inflation, and multiplied by 5.35 to account for 

bonuses, firm size, employee benefits and overhead. 

As discussed in footnote 5, since the last renewal, 

we understand that the Investment Company 

Institute has changed its methodology to enhance 

the accuracy of how it estimates the number of 

Canadian funds. The estimate used for this renewal 

reflects this change in methodology and the hourly 

burden has increased from the last renewal. 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

retirement accounts as needed to meet 

their changing investment goals or 

income needs. 

The Commission issued a rulemaking 

in 2000 that enabled Canadian-U.S. 

Participants to manage the assets in 

their Canadian retirement accounts by 

providing relief from the U.S. 

registration requirements for offers of 

securities of foreign issuers to CanadianU.S. Participants and sales to Canadian 

retirement accounts.2 Rule 7d–2 under 

the Investment Company Act 3 permits 

foreign funds to offer securities to 

Canadian-U.S. Participants and sell 

securities to Canadian retirement 

accounts without registering as 

investment companies under the 

Investment Company Act. 

Rule 7d–2 contains a ‘‘collection of 

information’’ requirement within the 

meaning of the Paperwork Reduction 

Act of 1995.4 Rule 7d–2 requires written 

offering materials for securities offered 

or sold in reliance on that rule to 

disclose prominently that those 

securities and the fund issuing those 

securities are not registered with the 

Commission, and that those securities 

and the fund issuing those securities are 

exempt from registration under U.S. 

securities laws. Rule 7d–2 does not 

require any documents to be filed with 

the Commission. 

Rule 7d–2 requires written offering 

documents for securities offered or sold 

in reliance on the rule to disclose 

prominently that the securities are not 

registered with the Commission and 

may not be offered or sold in the United 

States unless registered or exempt from 

registration under the U.S. securities 

laws, and also to disclose prominently 

that the fund that issued the securities 

is not registered with the Commission. 

The burden under the rule associated 

with adding this disclosure to written 

offering documents is minimal and is 

non-recurring. The foreign issuer, 

underwriter, or broker-dealer can redraft 

an existing prospectus or other written 

offering material to add this disclosure 

statement, or may draft a sticker or 

supplement containing this disclosure 

to be added to existing offering 

materials. In either case, based on 

discussions with representatives of the 

Canadian fund industry, the staff 

estimates that it would take an average 

of 10 minutes per document to draft the 

requisite disclosure statement. 

The staff estimates that there are 4,312 

publicly offered Canadian funds that 

potentially would rely on the rule to 

offer securities to participants and sell 

securities to their Canadian retirement 

accounts without registering under the 

Investment Company Act.5 The staff 

estimates that all of these funds have 

previously relied upon the rule and 

have already made the one-time change 

to their offering documents required to 

rely on the rule. The staff estimates that 

216 (5 percent) additional Canadian 

funds would newly rely on the rule each 

year to offer securities to Canadian-U.S. 

Participants and sell securities to their 

Canadian retirement accounts, thus 

incurring the paperwork burden 

required under the rule. The staff 

estimates that each of those funds, on 

average, distributes 3 different written 

offering documents concerning those 

securities, for a total of 648 offering 

documents. The staff therefore estimates 

that 216 respondents would make 648 

responses by adding the new disclosure 

statement to 648 written offering 

documents. The staff therefore estimates 

that the annual burden associated with 

the rule 7d–2 disclosure requirement 

would be 108 hours (648 offering 

documents × 10 minutes per document). 

The total annual cost of these burden 

hours is estimated to be $49,140 (108 

hours × $455 per hour of attorney 

time).6

These burden hour estimates are 

based upon the Commission staff’s 

experience and discussions with the 

fund industry. The estimates of average 

burden hours are made solely for the 

purposes of the Paperwork Reduction 

Act. These estimates are not derived 

from a comprehensive or even a 

representative survey or study of the 

costs of Commission rules. 

Compliance with the collection of 

information requirements of the rule is 

mandatory and is necessary to comply 

with the requirements of the rule in 

general. An agency may not conduct or 

sponsor, and a person is not required to 

respond to a collection of information 

unless it displays a currently valid 

control number. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

by September 12, 2022. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: David Bottom, Acting Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 6, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–14746 Filed 7–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95201; File No. SR– 

NYSEArca-2022–37] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change to Amend the NYSE Arca 

Options Proprietary Market Data Fee 

Schedule 

July 6, 2022. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3


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