Nuveen Churchill Direct Lending Corp., et al., 57744-57745 [2022-20369]

Download as PDF 57744 Federal Register / Vol. 87, No. 182 / Wednesday, September 21, 2022 / Notices must continually adjust its fees and rebates to remain competitive with other exchanges and with off-exchange venues. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange does not believe its proposed fee change can impose any burden on intermarket competition. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) 22 of the Act and subparagraph (f)(2) of Rule 19b–4 23 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) 24 of the Act to determine whether the proposed rule change should be approved or disapproved. khammond on DSKJM1Z7X2PROD with NOTICES IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSE–2022–43 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange 22 15 U.S.C. 78s(b)(3)(A). 23 17 CFR 240.19b–4(f)(2). 24 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 19:54 Sep 20, 2022 Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2022–43. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE–2022–43, and should be submitted on or before October 12, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2022–20378 Filed 9–20–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34702; File No. 812–15322] Nuveen Churchill Direct Lending Corp., et al. September 15, 2022. Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’). ACTION: Notice. AGENCY: Notice of application for an order (‘‘Order’’) under sections 17(d) and 57(i) 25 17 Jkt 256001 PO 00000 CFR 200.30–3(a)(12). Frm 00065 Fmt 4703 Sfmt 4703 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 E:\FR\FM\21SEN1.SGM 21SEN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 87, No. 182 / Wednesday, September 21, 2022 / Notices 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 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, 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 Secretarys-Office@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: John McCally, General Counsel, Churchill Asset Management LLC, at john.mccally@churchillam.com, and Steven B. Boehm, Esq., Payam Siadatpour, Esq., and Anne G. Oberndorf, Esq., Eversheds Sutherland (US) LLP, at anneoberndorf@evershedssutherland.us. 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, https://www.sec.gov/edgar/searchedgar/ legacy/companysearch.html. You may also call the SEC’s Public Reference Room at (202) 551–8090. VerDate Sep<11>2014 19:54 Sep 20, 2022 Jkt 256001 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–95795; File No. SR–CBOE– 2022–039] Self-Regulatory Organizations; Cboe Exchange, Inc.; Order Approving a Proposed Rule Change To Expand the Nonstandard Expirations Pilot Program To Include P.M.-Settled Options on the Mini-S&P 500 Index That Expire on Tuesday or Thursday September 15, 2022. I. Introduction On July 21, 2022, Cboe Exchange, Inc. (‘‘Exchange’’ or ‘‘Cboe Options’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to expand its Nonstandard Expirations Pilot Program to permit P.M.-settled options on the Mini-S&P 500 Index that expire on Tuesday or Thursday. The proposed rule change was published for comment in the Federal Register on August 4, 2022.3 The Commission received no comments on the proposal. The Commission is approving the proposed rule change. II. Description of the Proposal Cboe Options proposes to expand its existing Nonstandard Expirations Pilot (‘‘Pilot Program’’) 4 to permit P.M.settled options on the Mini-S&P 500 Index (‘‘XSP options’’) that expire on Tuesday or Thursday. Under the existing Pilot Program, the Exchange is permitted to list P.M.-settled options on broad-based indexes that expire on: (1) 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 95392 (July 29, 2022), 87 FR 47803 (‘‘Notice’’). 4 See Securities Exchange Act Release No. 62911 (September 14, 2010), 75 FR 57539 (September 21, 2010) (‘‘Pilot Approval Order’’). See also Securities Exchange Act Release No. 76909 (January 14, 2016), 81 FR 3512 (January 21, 2016) (permitting P.M.settled options on broad-based indexes that expire on any Wednesday); and Securities Exchange Act Release No. 78531 (August 10, 2016), 81 FR 54643 (August 16, 2016) (permitting P.M.-settled options on broad-based indexes that expire on any Monday). The Pilot is currently set to expire on November 7, 2022. See Securities Exchange Act Release No. 94800 (April 27, 2022), 87 FR 26248 (May 3, 2022). 2 17 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 57745 any Monday, Wednesday, or Friday and, with respect to options on the S&P 500 Index (‘‘SPX options’’) any Tuesday or Thursday (‘‘Weekly Expirations’’ or ‘‘EOWs’’) and (2) the last trading day of the month (‘‘EOMs’’).5 The Exchange notes that permitting XSP options with Tuesday and Thursday expirations, as proposed, would be in addition to the XSP options with Monday, Wednesday and Friday expirations that the Exchange may (and does) already list, as they are permissible Weekly Expirations for options on a broad-based index (e.g., the Mini-S&P 500 Index) pursuant to Rule 4.13(e)(1). The Exchange states that the Pilot Program for Weekly Expirations will apply to Tuesday and Thursday XSP options as it currently applies to all other P.M.-settled broadbased index options with Monday, Wednesday, and Friday expirations and to SPX options with Tuesday and Thursday expirations.6 A. Tuesday and Thursday XSP Options The Exchange’s proposed rule change will allow it to open for trading XSP options with Tuesday and Thursday expirations to expire on any Tuesday or Thursday of the month, other than days that coincide with an EOM expiration.7 The maximum number of expirations that may be listed for each Weekly Expiration (i.e., a Monday expiration, Tuesday expiration, Wednesday expiration, Thursday expiration, or Friday expiration, as applicable) in a given class (including XSP) is the same as the maximum number of expirations permitted in Rule 4.13(a)(2) for standard options on the same broad-based index (which is 12 for XSP options).8 Weekly Expirations need not be for consecutive Monday, Tuesday, Wednesday, Thursday, or Friday expirations as applicable; however, the expiration date of a nonconsecutive expiration may not be beyond what would be considered the last expiration date if the maximum number of expirations were listed consecutively.9 Weekly Expirations that are first listed in a given class may expire up to four weeks from the actual listing date.10 If the Exchange lists EOMs and Weekly Expirations as applicable in a given class, the Exchange will list an EOM instead of a Weekly Expiration that 5 See Rule 4.13(e). Notice, supra note 3, 87 FR at 47804. 7 If the Exchange lists EOMs and Weekly Expirations as applicable in a given class, the Exchange will list an EOM instead of a Weekly Expiration that expires on the same day in the given class. See Cboe Options Rule 4.13(e)(1). 8 See Notice, supra note 3, 87 FR at 47803. 9 See Cboe Options Rule 4.13(e)(1). 10 Id. 6 See E:\FR\FM\21SEN1.SGM 21SEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[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, 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. 2022-20369 Filed 9-20-22; 8:45 am]
BILLING CODE 8011-01-P

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