UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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TCW DIRECT LENDING VII LLC
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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0001715933
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(Issuer's CIK Number)
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(CUSIP Number)
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April 13, 2018
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(Date of Event which Required Filing of this Statement
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1.
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Name of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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NLGI US Private Debt Fund I
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) £
(b) S
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-
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6.
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Shared Voting Power
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860,000 Common Units
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(Refer to Item 4 below)
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7.
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Sole Dispositive Power
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-
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8.
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Shared Dispositive Power
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860,000 Common Units
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(Refer to Item 4 below)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
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860,000 Common Units
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(Refer to Item 4 below)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11.
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Percent of Class Represented by Amount in Row (9)*
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17.1%1
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12.
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Type of Reporting Person (See Instructions)
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FI (Non-US Trust)
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1.
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Name of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Nippon Life Global Investors Americas, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) £
(b) S
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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New York
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-
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6.
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Shared Voting Power
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860,000 Common Units
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(Refer to Item 4 below)
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7.
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Sole Dispositive Power
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-
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8.
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Shared Dispositive Power
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860,000 Common Units
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(Refer to Item 4 below)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
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860,000 Common Units
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(Refer to Item 4 below)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11.
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Percent of Class Represented by Amount in Row (9)*
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17.1%1
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12.
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Type of Reporting Person (See Instructions)
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IA
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1.
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Name of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Nippon Life Insurance Company
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) £
(b) S
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Japan
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-
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6.
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Shared Voting Power
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860,000 Common Units
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(Refer to Item 4 below)
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7.
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Sole Dispositive Power
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-
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8.
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Shared Dispositive Power
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860,000 Common Units
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(Refer to Item 4 below)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
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860,000 Common Units
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(Refer to Item 4 below)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
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11.
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Percent of Class Represented by Amount in Row (9)*
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17.1%1
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12.
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Type of Reporting Person (See Instructions)
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FI (Non-US Life Insurance Company)
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Item 1.
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(a)
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TCW Direct Lending VII LLC
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(b)
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Address of Issuer's Principal Executive Offices
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200 Clarendon Street, 51st Floor
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Boston, Massachusetts 02116
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Item 2.
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(a)
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Name of Person Filing
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NLGI US Private Debt Fund I
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Nippon Life Global Investors Americas, Inc.
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Nippon Life Insurance Company
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(b)
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Address of Principal Business Office or, if none, Residence
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NLGI US Private Debt Fund I
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c/o MUFG Fund Services (Cayman) Limited
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2nd Floor, Strathvale House
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90 North Church Street
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George Town
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P.O. Box 609
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Grand Cayman, KY1-1107
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Cayman Islands
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Nippon Life Global Investors Americas, Inc.
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277 Park Avenue, 34th Floor
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New York, NY 10172
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Nippon Life Insurance Company
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1-6-6 Marunouchi
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Chiyoda-Ku, Tokyo 100-8288
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(c)
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Citizenship
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NLGI US Private Debt Fund I – Cayman Islands Unit Trust
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Nippon Life Global Investors Americas, Inc. – New York corporation
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Nippon Life Insurance Company – Japanese mutual life insurance company
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(d)
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Title of Class of Securities
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Common Units
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(e)
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CUSIP Number
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Not Applicable. Issuer's CIK Number is 0001715933.
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
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Whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78o)
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15
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U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
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U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section
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3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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(a)
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Amount Beneficially Owned
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NLGI US Private Debt Fund I - 860,000 Common Units
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Nippon Life Global Investors Americas, Inc. - 860,000 Common Units
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Nippon Life Insurance Company - 860,000 Common Units
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(b)
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Percent of Class
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NLGI US Private Debt Fund I – 17.1%
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Nippon Life Global Investors Americas, Inc. – 17.1%
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Nippon Life Insurance Company – 17.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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-
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(ii)
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Shared power to vote or to direct the vote
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NLGI US Private Debt Fund I - 860,000 Common Units
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Nippon Life Global Investors Americas, Inc. - 860,000 Common Units
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Nippon Life Insurance Company - 860,000 Common Units
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(iii)
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Sole power to dispose or to direct the disposition of
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-
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(iv)
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Shared power to dispose or to direct the disposition of
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NLGI US Private Debt Fund I - 860,000 Common Units
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Nippon Life Global Investors Americas, Inc. - 860,000 Common Units
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Nippon Life Insurance Company - 860,000 Common Units
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NLGI US PRIVATE DEBT FUND I
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By: MUFG FUND SERVICES (CAYMAN) LIMITED
acting solely in its capacity as trustee of the NLGI US Private Debt Fund I |
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By:
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/s/ Sophia Graham /s/ Jason Perras CPA, CA |
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Its: Authorized Signatory Authorized Signatory
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NIPPON LIFE GLOBAL INVESTORS AMERICAS, INC.
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By:
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/s/ Hironobu Suzuki |
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Its: Senior Executive Vice President
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NIPPON LIFE INSURANCE COMPANY
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By:
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/s/ Akitoshi Yamada | |
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Its: Deputy General Manager
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NLGI US PRIVATE DEBT FUND I
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By: MUFG FUND SERVICES (CAYMAN) LIMITED
acting solely in its capacity as trustee of the NLGI US Private Debt Fund I |
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By:
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/s/ Sophia Graham /s/ Jason Perras CPA, CA |
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Its: Authorized Signatory Authorized Signatory
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NIPPON LIFE GLOBAL INVESTORS AMERICAS, INC.
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By:
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/s/ Hironobu Suzuki |
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Its: Senior Executive Vice President
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NIPPON LIFE INSURANCE COMPANY
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By:
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/s/ Akitoshi Yamada | |
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Its: Deputy General Manager
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