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  Title	Exemption Application under Investment Company Act (Form 40-APP/A)
  ID	8311907
  External ID	7695694865
  Author	Unknown
  Published Date	April 10, 2025, 3:12 p.m.
  Summary	File No. 812-15738 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. In the Matter of the Application of: MORGAN STANLEY DIRECT LENDING FUND, MS CAPITAL PARTNERS ADVISER INC, NH CREDIT PART
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  Content ID	5617153
  Key	2bc9638c-6f20-460f-bf0a-cd490afe27ca
  Content	File No. 812-15738 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. In the Matter of the Application of: 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 L.P., 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, SLIF II LLC , SLIF II FINANCING SPV LLC, SLIF II EQUITY HOLDINGS 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 SENIOR LOAN FUND (ALMA) III DESIGNATED ACTIVITY COMPANY, NORTH HAVEN EXPANSION CREDIT II L.P., NORTH HAVEN EXPANSION CREDIT III HOLDINGS B LP, NORTH HAVEN EXPANSION CREDIT III HOLDINGS A LP, HL NHCP CO-INVEST FUND 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, MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY AMENDMENT NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 All Communications, Notices and Orders to: Orit Mizrachi , Chief Operating Officer 1585 Broadway , 23rd floor New York, NY Copies to: April 10, 2025 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION I. SUMMARY OF APPLICATION The following entities hereby request an order (the " Order ") of the U.S. Securities and Exchange Commission (the " SEC " or " Commission ") under Section 57(i) of the Investment Company Act of 1940, as amended (the " 1940 Act and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive order issued by the Commission on January 14, 2025 (the " Prior Order that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted. The relief requested in this application for the Order (the " Application ") would allow a Regulated Fund and one or more Affiliated Entities to engage in Co-Investment Transactions subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as " Participants The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions. The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund , (b) any Joint Venture (as defined below) of a Regulated Fund , and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. " Wholly-Owned Investment Sub" means an entity: (a) that is a "wholly-owned subsidiary" (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund ; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund ; and (c) is not a registered investment company or a business development company. " Joint Venture means an unconsolidated joint venture subsidiary of a Regulated Fund , in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by a board or an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). " BDC Downstream Fund means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund ), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub. In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture's or BDC Downstream Fund's chief compliance officer, and the Joint Venture's or BDC Downstream Fund's investment committee will be deemed to be the Joint Venture's or BDC Downstream Fund's Board. To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions. II. GENERAL DESCRIPTION OF THE APPLICANTS A. DLF DLF is a Delaware corporation and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. DLF's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle market companies backed by financial sponsors. DLF has elected to be treated as a regulated investment company (" RIC ") under Subchapter M of the Internal Revenue Code of 1986, as amended (the " Code "), and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of DLF is comprised of six directors, four of whom are not "interested" persons of DLF within the meaning of Section 2(a)(19) of the Act. B. SLI2 SLI2 is a Delaware limited liability company and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. SLI2's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. SLI2 intends to elect to be treated as a RIC under Subchapter M of the Code and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of SLI2 is comprised of six directors, four of whom are not "interested" persons of SLI2 within the meaning of Section 2(a)(19) of the Act. C. T Series T Series is a Delaware limited liability company and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. T Series' investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. T Series has elected to be treated as a RIC under Subchapter M of the Code and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of T Series is comprised of six directors, four of whom are not "interested" persons of T Series within the meaning of Section 2(a)(19) of the Act. D. PIF PIF is a Delaware limited liability company and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. PIF's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. PIF has elected to be treated as a RIC under Subchapter M of the Code and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of PIF is comprised of six directors, four of whom are not "interested" persons of PIF within the meaning of Section 2(a)(19) of the Act. E. PIF A PIF A is a Delaware limited liability company and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. PIF A's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. PIF A has elected to be treated as a RIC under Subchapter M of the Code and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of PIF A is comprised of six directors, four of whom are not "interested" persons of PIF A within the meaning of Section 2(a)(19) of the Act. F. LGAM LGAM is a Delaware limited liability company and structured as an externally managed, non-diversified closed-end investment company that has elected to be regulated as a BDC under the Act. LGAM's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. LGAM has elected to be treated as a RIC under Subchapter M of the Code and intends to comply with the requirements to qualify for the tax treatment applicable to RICs. The Board of LGAM is comprised of six directors, four of whom are not "interested" persons of LGAM within the meaning of Section 2(a)(19) of the Act. G. The Wholly Owned Investment Subs Each of the Wholly Owned Investment Subs were formed specifically for the purpose of procuring financing or otherwise holding investments of the applicable BDC. Pursuant to the documents governing each of the Wholly Owned Investment Subs, MS Adviser, as investment adviser to each of the BDCs, oversees the management of the assets of such Wholly Owned Investment Sub. H. Existing Affiliated Funds and Existing MS Proprietary Account The Existing Affiliated Funds are investment funds, each of which either would be an investment company but for Section 3(c)(7) of the Act or relies on Rule 3a-7 under the Act. A list of the Existing Affiliated Funds is included on Appendix A hereto. The Existing MS Proprietary Account holds various financial assets in a principal capacity. Morgan Stanley and its affiliates have various business lines that they may operate through wholly- or majority-owned subsidiaries, and the subsidiaries that exist and currently intend to participate in the proposed Co-Investment Transactions have been included as Applicants herein. The Existing MS Proprietary Account is included in Appendix A. I. MS Adviser MS Adviser, an investment adviser registered with the Commission under the Advisers Act, serves as the investment adviser for various funds, accounts and strategies, including each of the BDCs and each of the Existing Affiliated Funds. MS Adviser is a corporation formed and existing under the laws of the state of Delaware . MS Adviser is a wholly owned indirect subsidiary of Morgan Stanley and provides portfolio management services to each of the BDCs, including investigating, analyzing, structuring and negotiating potential investments, monitoring the performance of portfolio companies and determining when to dispose of such entities' investments. MS Adviser has 4 credit investment strategies, including each of the BDCs and each of the Existing Affiliated Funds, and other non-credit strategies. Each of the credit investment strategies has its own investment committee consisting of senior investment professionals. MS Adviser's investment committee serving each of BDCs consists of nine senior investment professionals of Morgan Stanley. III. ORDER REQUESTED The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the " Conditions "), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. A. Applicable Law Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is "a joint or a joint and several participant with such person" in contravention of such rules as the SEC may prescribe "for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant." Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any "joint enterprise or other joint arrangement or profit-sharing plan" in which the fund is a participant without first obtaining an order from the SEC Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC's rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a). Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants. B. Need for Relief Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund . Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). With respect to any Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund ) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with the Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund ) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture , or BDC Downstream Fund of a Regulated Fund , such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act. C. Conditions Applicants agree that any Order granting the requested relief will be subject to the following Conditions. Same Terms . With respect to any Co-Investment Transaction, each Regulated Fund , and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund , and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company's board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person. Existing Investments in the Issuer . Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the "required majority," as defined in Section 57(o) of the 1940 Act, of the Regulated Fund Required Majority ") will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings. Related Expenses . Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be. No Remuneration . Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding broker's fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will eaa competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund , or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund's participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund (s) or Affiliated Entity(ies). Co-Investment Policies . Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund ; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the " Co-Investment Policies "). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto. Dispositions (a) Prior to any Disposition by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition. (b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security. Board Oversight (a) Each Regulated Fund's directors will oversee the Regulated Fund's participation in the co-investment program in the exercise of their reasonable business judgment. (b) Prior to a Regulated Fund's participation in Co-Investment Transactions, the Regulated Fund's Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order. (c) At least quarterly, each Regulated Fund's Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund's participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund's policies and procedures approved pursuant to (b) above. (d) Every year, each Regulated Fund's Adviser and chief compliance officer will provide the Regulated Fund's Board with reports or other information requested by the Board related to the Regulated Fund's participation in the co-investment program and any material changes in the Affiliated Entities' participation in the co-investment program, including changes to the Affiliated Entities' Co-Investment Policies. (e) The Adviser and the chief compliance officer will also notify the Regulated Fund's Board of a compliance matter related to the Regulated Fund's participation in the co-investment program and related Co-Investment Policies or the Regulated Fund's policies and procedures approved pursuant to (b) above that a Regulated Fund's chief compliance officer considers to be material. Recordkeeping . All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f). 9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule. IV. STATEMENT IN SUPPORT OF RELIEF REQUESTED Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application. A. Potential Benefits to the Regulated Funds and their Shareholders Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund's size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments. B. Shareholder Protections Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund ; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund . The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant's specific investment profile and other relevant characteristics. V. PRECEDENTS The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the " Existing Orders Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders. VI. PROCEDURAL MATTERS A. Communications Please address all communications concerning this Application, the Notice and the Order to: Orit Mizrachi , Chief Operating Officer 1585 Broadway , 23rd floor New York, NY Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to: B. Authorizations The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below. Pursuant to Rule 0-2(c), Applicants hereby state that each Existing Regulated Fund and Existing Affiliated Fund have authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly swodeposes and says that he or she has duly executed the Application for and on behalf of the applicable entity listed; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken. The Applicants have caused this Application to be duly signed on their behalf on the 10 day of April, 2025. Appendix A Existing Affiliated Funds and Existing MS Proprietary Account Below is a list of the Existing Affiliated Funds other than the Existing MS Proprietary Account. Each such Existing Affiliated Fund is advised by MS Adviser and qualifies as an Affiliated Entity (as defined in the Application): Below is the Existing MS Proprietary Account, which qualifies as an Affiliated Entity (as defined in the Application): Exhibit A Verification of Statement of Facts and Application pursuant to Rule 17d-1 under the Investment Company Act of 1940 for an Order of the Commission The undersigned states that he or she has duly executed the attached Application for an Order under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended, and Rule 17d-1 thereunder, dated April 10, 2025 , for and on behalf of the Applicants, as the case may be, that he or she holds the office with such entity as indicated below and that all actions by the stockholders, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further says that he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information, and belief. EXHIBIT B Authorization for Morgan Stanley Direct Lending Fund SL Investment Fund II LLC T Series Middle Market Loan Fund LLC North Haven Private Income Fund A LLC North Haven Private Income Fund LLC LGAM Private Credit LLC The undersigned, being all of the members of the Boards of Directors (each, a " Board of Morgan Stanley Direct Lending Fund MS DLF a Delaware corporation, and SL Investment Fund II LLC SLI2 T Series Middle Market Loan Fund LLC T Series North Haven Private Income Fund LLC NHPIF" North Haven Private Income Fund A LLC NHPIF A and LGAM Private Credit LLC LGAM") , each a Delaware limited liability company (each, a " Company " and together, the " Companies hereby consents to the taking of the following actions and the adoption of the following resolutions without a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act and the respective limited liability company agreements of SLI2, T Series, NHPIF, NHPIF A, and LGAM, as applicable, such actions and resolutions to have the same force and effect as though duly taken and adopted at a meeting of each Board duly called and legally held: RESOLVED, that the officers of MS DLF be, and each of them hereby is, authorized in the name and on behalf of MS DLF to submit and cause to be filed with the SEC an application for an order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of SLI2 be, and each of them hereby is, authorized in the name and on behalf of SLI2 to submit and cause to be filed with the SEC an application for an amendment to a prior order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of T Series be, and each of them hereby is, authorized in the name and on behalf of T Series to submit and cause to be filed with the SEC an application for an amendment to a prior order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of NHPIF be, and each of them hereby is, authorized in the name and on behalf of NHPIF to submit and cause to be filed with the SEC an application for an amendment to a prior order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of NHPIF A be, and each of them hereby is, authorized in the name and on behalf of NHPIF A to submit and cause to be filed with the SEC an application for an amendment to a prior order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of LGAM be, and each of them hereby is, authorized in the name and on behalf of LGAM to submit and cause to be filed with the SEC an application for an amendment to a prior order of exemptive relief, in substantially the form attached hereto, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof; and it is further RESOLVED, that the officers of each Company be, and each of them acting singly hereby is, authorized to execute and cause to be filed the application for exemptive relief and to take such further actions and execute and file such further amendments or other documents as may be necessary, desirable, or appropriate to the implementation and performance of the preceding resolutions and the matters contemplated therein, the officer's execution thereof to be conclusive evidence of such approval; and it is further RESOLVED, that the officers of each Company be, and each hereby is, authorized and directed in the name and on behalf of such Company, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent of the foregoing resolutions; and it is further RESOLVED, that any and all actions previously taken by any Company or any of its officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, and approved in all respects as and for the acts and deeds of each such Company. Disclaimer Morgan Stanley Direct Lending Fund published this content on April 10, 2025 , and is solely responsible for the information contained herein. Distributed via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission ,, on April 10, 2025 at 20:09 UTC
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