SecProbe.io

1Rupert, Kevin C.
From: Bulkin, Vlad [vlad.bulkin@sutherland.com]
Sent: Tuesday, February 28, 2012 2:31 PM
To: Pfordte, Richard; Rupert, Kevin C.
Cc: Boehm, Steven; Mahon, John
Subject: RE: TICC Shelf N-2 Undertaking
Attachments: DOC001.PDF
Good afternoon,

Per your voice message to John Mahon, please find attached a mark-up of the undertaking to reference Section 8(c) of
the Securities Act of 1933. Please let us know if this insertion works for you.

Thanks,

Vlad

Vlad Bulkin  | Associate  | 202.383.0815

To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

From:  Mahon, John
Sent:  Tuesday, February 28, 2012 12:19 PM
To: 'pfordter@sec.gov'; 'rupertk@sec.gov'
Cc: Boehm, Steven; Bulkin, Vlad
Subject:  Fw: TICC Shelf N-2 Undertaking
Rich/Kevin:

As a follow up to my voicemail  to Rich earlier today, after discussing  your requested  undertaking  with TICC, they have
asked that we make the change to include the rights offering undertaking  you mentioned  when we spoke earlier today.
To that end, please find attached a proposed  undertaking,  based on what THL Credit included in their recent shelf N‐2. If
you're comfortable  with the proposed  edit, we would propose to file TICC's pre‐effective amendment  later this
afternoon.
 Please feel free to call us if you have any questions.
 Regards,

John
 John J. Mahon
Partner
SUTHERLAND
1275 Pennsylvania
Avenue, NW
Washington,  DC 20004
202.383.0515  direct

2202.637.3593  facsimile
202.641.4481  mobile

From : Bulkin, Vlad
Sent: Tuesday, February 28, 2012 11:25 AM
To: Mahon, John
Subject : TICC Shelf N-2 Undertaking

John,

Please find attached a mark-up of TICC's shelf N-2, reflecting the undertaking with respect to rights offerings that we will
be inserting into the N-2 in response to the SEC's comment.

Thanks,

Vlad

Vlad Bulkin  | Associate

Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue NW | Washington, DC 20004-2415 202.383.0815 direct | 202.637.3593 facsimile
vlad.bulkin@sutherland.com | www.sutherland.com Biography
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To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

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