[Federal Register Volume 87, Number 182 (Wednesday, September 21, 2022)]
[Notices]
[Pages 57744-57745]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-20369]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34702; File No. 812-15322]


Nuveen Churchill Direct Lending Corp., et al.

September 15, 2022.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    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: Nuveen Churchill Direct Lending Corp., Nuveen Fund 
Advisors, LLC, Nuveen Alternatives Advisors LLC, Churchill Asset 
Management LLC, Nuveen Churchill Advisors LLC, Nuveen Asset Management, 
LLC, Teachers Advisors, LLC, Teachers Insurance and Annuity Association 
of America, MM Funding, LLC, Churchill Middle Market Senior Loan Fund, 
LP, Churchill Middle Market Senior Loan Fund, Offshore LP, TGAM 
Churchill Middle Market Senior Loan Fund K, LP, TIAA Churchill Middle 
Market CLO I Ltd., Churchill Middle Market CLO IV Ltd., TPS Investors 
Master Fund, LP, TPS Investors Operating Fund, LLC, TPS Investors Fund 
II, LP, NAP Investors Fund, L.P., Nuveen Junior Capital Opportunities 
Fund, SCSp, Churchill Middle Market Senior Loan Fund II-K (Unlevered), 
LP, Churchill Middle Market Senior Loan Fund II-European Fund, SCSp, 
Churchill Middle Market Senior Loan Fund II-European Co-Invest Fund, 
SCSp, Churchill Middle Market Senior Loan Fund II-Master Fund, LP, 
Churchill Middle Market Senior Loan Fund II-PS Co-Invest Fund, LP, PS 
FinCo, Inc., Churchill Middle Market CLO III LLC, Churchill Middle 
Market CLO V-A, Ltd., CNV Investor Fund ScSp, Churchill Junior Capital 
Opportunities Fund II, L.P., Churchill Junior Capital Opportunities 
Fund II SCSp, Churchill Co-Investment Partners, L.P., Churchill 
Secondary Partners, L.P., CMIC Funding LP, Churchill MMSL III 
Investment Subsidiary, LP, Churchill MMSLF CLO-I, LP, Churchill Middle 
Market Senior Loan Fund-Master Fund SCSp, SICAV-RAIF-Fund IV, NC SLF 
Inc., NC SLF SPV I, LLC, Churchill NCDLC CLO-I, LLC, Nuveen Churchill 
BDC SPV II, LLC, Nuveen Churchill BDC SPV III, LLC, NCDL Equity 
Holdings LLC, Churchill Junior Capital Opportunities Fund II Master 
SCSp, CM Senior Master, LP, CM Multi Master, LP, Nuveen Churchill 
Private Capital Income Fund, NCPIF SPV I LLC, NCPIF Equity Holdings 
LLC, Nuveen Multi-Asset

[[Page 57745]]

Credit Fund, LP, Churchill Middle Market CLO VI Ltd., Churchill Middle 
Market CLO VII Ltd., and Churchill Middle Market Senior Loan Fund (JPY) 
Series 2022, L.P.

Filing Dates: The application was filed on April 15, 2022, and amended 
on July 11, 2022 and August 17, 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 [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, October 
11, 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 
[email protected].

ADDRESSES: The Commission: [email protected]. Applicants: John 
McCally, General Counsel, Churchill Asset Management LLC, at 
[email protected], and Steven B. Boehm, Esq., Payam 
Siadatpour, Esq., and Anne G. Oberndorf, Esq., Eversheds Sutherland 
(US) LLP, at [email protected].

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, 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' second amended 
and restated application, dated August 17, 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, 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,
Deputy Secretary.
[FR Doc. 2022-20369 Filed 9-20-22; 8:45 am]
BILLING CODE 8011-01-P


