AGENCY:

Securities and Exchange Commission (“Commission” or “SEC”).

ACTION:

Notice.

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 amend a previous order granted by the Commission that permits certain business development companies and closed-end management investment companies to co-invest in portfolio companies with each other and with certain affiliated investment entities.

Applicants: Jefferies Finance LLC; Jefferies Credit Management LLC; Jefferies Credit Partners BDC Inc.; Jefferies Credit Partners LLC; Senior Credit Investments, LLC; Apex Credit Partners LLC; Apex Credit Holdings LLC; Apex Credit CLO 2018 Ltd; Apex Credit CLO 2018-II Ltd.; Apex Credit CLO 2019 Ltd.; Apex Credit CLO 2019-II Ltd.; Apex Credit CLO 2020 Ltd.; Apex Credit CLO 2021 Ltd.; Apex Credit CLO 2022-I Ltd.; Apex Credit CLO 2022-II Ltd.; JFIN CLO 2017 Ltd.; JFIN CLO 2017-II Ltd.; JMP Credit Advisors CLO IV Ltd.; JMP Credit Advisors CLO V Ltd.; Apex Credit CLO 2020-II Ltd.; Apex Credit CLO 2021-2 Ltd.; Jefferies Direct Lending Fund LP; Jefferies Direct Lending Fund SPE LLC; Jefferies Direct Lending Offshore Fund LP; Jefferies Direct Lending Offshore Fund B LP; Jefferies Direct Lending Offshore Fund C LP; Jefferies Direct Lending Offshore Fund SPE LLC; Jefferies Direct Lending Offshore Fund C SPE LLC; Jefferies Senior Lending LLC; JCP Direct Lending CLO 2022 LLC; JCP Direct Lending CLO 2023 Ltd.; JCP Direct Lending CLO 2023-1 LLC; JCP Direct Lending CLO ( printed page 72919) 2023-1 Ltd; Jefferies Direct Lending Fund II LP; Jefferies Direct Lending Fund II D LP; Jefferies Direct Lending Offshore Fund II LP; Jefferies Direct Lending Offshore Fund II B LP; Jefferies Direct Lending Offshore Fund II C LP; Jefferies Direct Lending Offshore Fund II D LP; Jefferies Direct Lending Fund II SPE LLC; Jefferies Direct Lending Fund II C SPE LLC; Jefferies Direct Lending Offshore Fund II SPE LLC; Jefferies Direct Lending Offshore Fund II C SPE LLC; Jefferies Direct Lending Offshore Fund II D SPE LLC; Jefferies Direct Lending Europe SCSp SICAV-RAIF; JFIN Revolver CLO 2019 Ltd.; JFIN Revolver CLO 2019-II Ltd.; JFIN Revolver CLO 2020 Ltd.; JFIN Revolver Funding 2021 Ltd.; JFIN Revolver CLO 2021-II Ltd.; JFIN Revolver Funding 2021-III Ltd.; JFIN Revolver Funding 2021-IV Ltd.; JFIN Revolver CLO 2021-V Ltd.; JFIN Revolver Fund, L.P.; JFIN Revolver Funding 2022-I Ltd.; JFIN Revolver CLO 2022-II Ltd.; JFIN Revolver CLO 2022-II LLC; JFIN Revolver CLO 2022-III Ltd.; JFIN Revolver CLO 2022-III LLC; JFIN Revolver CLO 2022-IV Ltd.; JFIN Revolver CLO 2022-IV LLC; JFIN Revolver SPE4 2022 LLC; JFIN Revolver SPE4 2022 Ltd.; Massachusetts Mutual Life Insurance Company.

Filing Dates: The application was filed on December 8, 2023.

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 September 30, 2024, 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 Secretarys-Office@sec.gov.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants: Adam Klepack, Jefferies Finance LLC; 520 Madison Avenue, New York, NY 10022; with copies to: Ryan P. Brizek; Simpson Thacher & Bartlett LLP; 900 G Street NW, Washington, DC 20001.

FOR FURTHER INFORMATION CONTACT:

Terri Jordan, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).