SecProbe.io

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Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

troutman.com

Theodore D. Edwards

theodore.edwards@troutman.com

April 2, 2024

Via EDGAR

    Division of Investment Management

    U.S. Securities and Exchange Commission

    100 F Street NE

    Washington, DC 20549

    Attn: Christina Fettig, Senior Staff Accountant

    Re:

    ArrowMark Financial Corp.

    1940 Act File No. 811-22853

Dear Ms. Fettig:

On behalf of ArrowMark Financial
Corp. (“Company”), this letter is being provided in response to the comments of the staff of the Commission (the “Staff”)
delivered in connection with the Staff’s review, pursuant to Section 408 of the Sarbanes-Oxley Act of 2002, of the Company’s
annual report filed on Form N-CSR for the fiscal year ended December 31, 2022 (the “Annual Report”) and the Company’s
Form N-CEN for the fiscal year ended December 31, 2022 (“Census Report”). The Staff’s comments were initially
delivered orally by Christina Fettig and Nicolina McCarthy on May 17, 2023, and were supplemented on July 28, 2023, and on January 11,
2024.

The Company appreciates the
opportunity to address the Staff’s comments. Set forth below is the Staff’s comment in italicized text followed by the Company’s
response to the comment.

*          *          *

 1. The Staff notes that the EDGAR filing detail for the Form N-CSR filed on March 3, 2023 (SEC
Accession No. 0001104659-23-028360) did not include the “Period of Report.” Please update the filing to reflect the appropriate
period of the report.

Response:
As discussed with the Staff, the Company respectfully requests that the Staff update the EDGAR filing detail for the Form N-CSR
filed on March 3, 2023 (SEC Accession No. 0001104659-23-028360) to include the period of the report as December 31, 2022.
Future filings will be reviewed to confirm that the period of report is submitted with future Form N-CSR filings.

ArrowMark Financial Corp.

April 2, 2024

Page 2

 2. Please confirm that all information in the Company’s Annual Report required to be iXBRL-tagged
has been appropriately tagged. Please refer to General Instruction (i)(3) of Form N-2 and Item 405(b)(3)(iii) of Reg S-T.

Response:
The Staff’s comment will be reflected in future filings. The Company notes that, although each of (i) the heading “Credit
Facility” in the senior securities table and (ii) the heading “Investment Objective, Policies and Principle [sic] Risks”
were not iXBRL tagged, the disclosure for each section is appropriately tagged, and as such materially complied with the applicable iXBRL
tagging requirements.

 3. On page 6 of the Annual Report, the Company’s disclosure of performance data, including
the Company’s annual total return and growth of $10,000 is presented based on the Company’s net asset value (NAV) per share.
In future filings, please ensure that the Company’s performance data is presented based on the Company’s market value per
share, consistent with Item 24(4)(b)(2)(b) of Form N-2.

Response:
The Staff’s comment will be reflected in future filings.

 4. Regarding the Management’s Discussion of Fund Performance on pages 3-5 of the Annual Report,
please state whether derivatives had a significant effect on the performance of the Company. If so, please include a discussion of the
effects of derivatives on the performance of the Company. Please include this disclosure in future filings as well.

Response:
The Company’s use of forward currency contracts to hedge its exposure to foreign currencies did not have a significant effect
on the Company’s investment performance during the reporting period. Going forward, the Company will include a statement in the
Management’s Discussion of Fund Performance stating whether the use of forward currency contracts had or did not have a significant
effect on the Company’s investment performance, as the case may be.

 5. On page 7 of the Annual Report, in the Schedule of Investments, the Staff notes that the Company
owns 100% of the outstanding equity securities of Community Funding 2018, LLC (“CF 2018”). The Staff also notes that footnote
1 to the Company’s Consolidated Schedule of Investments states that the Company does not control and is not an affiliate of any
issuer of a portfolio investment, each as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Please
explain whether these disclosures are consistent with one another. In the Company’s response, please address the following questions:

 a. Who is the current managing member(s) of CF 2018, and is such person(s) a direct or indirect
affiliate of the Company or its investment adviser?

 b. In whom is vested the power to remove or replace the managing member(s);

 c. in the event a managing member is incapacitated (whether by death, resignation, dissolution, insolvency, etc.),
in whom is vested the authority to appoint a replacement manager;

ArrowMark Financial Corp.

April 2, 2024

Page 3

 d. under what conditions does the LLC Agreement (defined below) provide that CF 2018 may be terminated
or dissolved, and who is authorized to initiate and carry out any such termination or dissolution; and

 e. are any persons, other than a managing member, responsible for the conduct and management of CF 2018’s
business and operations? If so, please identify them.

 f. Has the Company entered into any voting rights waiver agreement, or similar arrangement, with CF 2018
for the purpose of altering or waiving any rights otherwise granted to an interest holder or member of CF 2018 by the terms of its LLC
Agreement? If so, please describe the terms of any such agreement or arrangement.

 g. Explain the factual basis underpinning the Company’s assertion that it has no power to exert
a controlling influence over CF 2018’s management or policies, notwithstanding its ownership of 100% of CF 2018’s outstanding
equity.

 h. Notwithstanding the limitations on the Company’s management authority as set forth under the
LLC agreement (defined below), Credit Agreement (defined below), and related circumstances, the Staff nevertheless views the Company’s
100% equity ownership of CF 2018’s outstanding LLC interests as a significant economic interest giving it the economic power to
exercise a controlling influence over CF 2018, and therefore, in the Staff’s view, represents a de facto voting security. Accordingly,
the Staff’s position is that CF 2018 is a “subsidiary” of the Company, as such term is defined in Rule 1-02(x) of
Regulation S-X. In light of the Staff’s view, please determine and advise whether CF 2018 is a “significant subsidiary”
under Rule 1-02(w)(2) of Regulation S-X for the Company’s fiscal years ended December 31, 2021 through 2023. To the
extent CF 2018 continues to be a subsidiary of the Company, please evaluate CF 2018 as a significant subsidiary under Rules 3-09
and 4-08(g) of Regulation S-X. Additionally, in future shareholder reports, please clarify that the Company may be deemed to control
and be an affiliate of CF 2018.

Response:
The Company believes these disclosures are consistent with each other because the Company does not currently own “voting securities”
of CF 2018 and does not otherwise have the power to exert a controlling influence over CF 2018’s management or policies. Set forth
below is a discussion of the facts and an analysis regarding this determination.

Factual
background. CF 2018 is bankruptcy-remote structured financing vehicle organized as a Delaware limited liability company that
at its inception originated loans to community banks or savings institutions or their respective holding companies. Such loans are pledged
as collateral (“Collateral Loans”) to secure term loans made to CF 2018 (“Loan Obligations”) by one more insurance
companies (“Lenders”) under a credit and security agreement (together with related credit documents, the “Credit Agreement”)
among (i) CF 2018 as the borrower, (ii) a national bank as collateral agent, collateral administrator and custodian (“Custodian”),
(iii) the lenders with one lender acting as the “Administrative Agent,” and (iv) the servicer that services the
collateral loans on behalf of CF 2018, among other duties. CF 2018’s current activities, which are performed by the servicer and
other service providers under contractual arrangements, are generally limited to the following activities: servicing the remaining collateral
loans, paying expenses, paying the lenders, and making distributions to the member. Under the terms of CF 2018’s limited liability
company operating agreement (the “LLC Agreement”), the servicer also serves as CF 2018’s manager. The Collateral Loans
and Loan Obligations mature in July 2028. StoneCastle Investment Management, LLC serves as the servicer and manager. The Manager
is not a direct or indirect affiliate of the Company or the Company’s investment adviser.

ArrowMark Financial Corp.

April 2, 2024

Page 4

The LLC
Agreement sets out the powers, rights and responsibilities of the following parties: the manager (“Manager”), an “Independent
Manager” and a sole member. The LLC Agreement provides that the manager need not be a member. The Manager, on behalf of CF
2018, has all powers necessary, convenient or incidental to accomplish CF 2018’s purposes and all of the powers and rights conferred
upon limited liability companies formed pursuant to the Delaware Limited Liability Company Act. The Manager is an agent of CF 2018 for
the purpose of CF 2018’s business, and the actions of the Manager taken in accordance with the powers set forth in the LLC Agreement
shall bind CF 2018.

The Independent
Manager is a professional, unaffiliated, third-party whose role is limited under the LLC Agreement solely to approving or disapproving
 “Material Actions” (as defined in the LLC Agreement). The Independent Manager is not permitted to participate in any other
matter. A Material Action means (i) filing or consenting to the filing of any petition, either voluntary or involuntary, to
take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seeking or consenting to the
appointment of a receiver, liquidator or any similar official of the Company or a substantial part of its business, (iii) taking
any action that might cause such entity to become insolvent, (iv) making an assignment for the benefit of creditors, (v) admitting
in writing its inability to pay debts generally as they become due, (vi) declaring or effectuating a moratorium on the payment of
any obligations, or (vii) taking any action in furtherance of the foregoing.

With respect to the member’s powers
and responsibilities, the LLC Agreement provides that the sole member “will not hold itself out to be responsible, and shall not
be responsible in any way, for the decisions or actions respecting the business and affairs of the Company” except with respect
to appointing the successor servicer as the replacement manager and consenting to the admission of new members. Further, the LLC Agreement
states explicitly that the sole member may not bind CF 2018 and, with respect to a Material Action, the member may not participate in
a vote or authorization of a Material Action.

ArrowMark Financial Corp.

April 2, 2024

Page 5

Removal/Replacement
of Manager.  Neither the LLC Agreement nor the Credit Agreement gives the sole member the right to remove the Manager or the
servicer. The LLC Agreement provides that, in the event of the servicer’s removal or resignation under the Credit Agreement, the
Manager shall automatically resign as manager of CF 2018 with such resignation effective upon the appointment of a successor manager.
The LLC Agreement requires that the sole member appoint the party designated by the Manager as the successor servicer under the Credit
Agreement as CF 2018’s Manager. The LLC Agreement does not empower the member to appoint a replacement Manager of the member’s
choosing, it only requires the member to appoint the successor servicer selected by the Manager or the Administrative Agent, as the case
may be. The Manager is required to continue to serve as the Manager of CF 2018 until a successor manager is appointed unless prohibited
by law. Because the LLC Agreement only provides the Manager with the ability to conduct CF 2018’s business and contractually bind
CF 2018, the successor servicer must be selected by either (i) the Manager on behalf of CF 2018, or (ii) by the Administrative
Agent under the terms of the Credit Agreement. To the extent a successor servicer has not been selected within 120 days of the servicer’s
notice of resignation, the resigning servicer may continue as servicer or petition any court of competent jurisdiction for the appointment
of a successor servicer. Until and unless a successor servicer is appointed, the member has no authority to appoint a replacement Manager.
In the event that the resigning Manager is not permitted by law to continue as Manager, the Independent Manager serves as Manager and,
if no successor Manager is appointed, the Independent Manager may continue as Manager or petition any court of competent jurisdiction
to appoint a successor Manager.

Until the Final Maturity Date (July 2028)
under the Credit Agreement, the Servicing Agreement does not provide CF 2018 with the right to terminate the Servicing Agreement except
with the mutual consent of the servicer. However, the servicer has the right to resign. Until the successor servicer is appointed by the
current servicer and engaged by the Manager, the member does not have the power to appoint a replacement manager. 1

Additionally, for so long as the Credit
Agreement is outstanding, the servicer may be terminated by the Custodian with the prior written consent or at the direction of the Administrative
Agent in the event of CF 2018’s or the Servicer’s insolvency or an event of default (including a breach of the Credit Agreement
or the Servicing Agreement). If the servicer is removed by the Custodian, under the terms of the Credit Agreement, the Administrative
Agent assumes the servicer’s duties and obligations and appoints a successor to act as servicer. In such event, the member would
appoint such successor servicer as the replacement manager of CF 2018.

1
To the extent the current servicer does not appoint a successor and did not continue performing its duties as servicer such
circumstance would constitute an “Event of Default” under the Credit Agreement. In such event, the Custodian (with the prior
written consent or at the direction of the Administrative Agent) is permitted to terminate the current successor. If the servicer is
terminated by the Custodian, under the terms of the Credit Agreement, the Administrative Agent assumes the servicer’s duties and
obligations and appoints a successor to act as servicer. In such event, the member is required to appoint the successor servicer appointed
by the Administrative Agent as the replacement manager of CF 2018.

ArrowMark Financial Corp.

April 2, 2024

Page 6

Removal/Replacement
of Independent Manager. Under the LLC Agreement, as long as all or any portion of the Loan Obligations remain outstanding,
the Independent Manager may be removed only for cause by the Manager and with the consent of the Administrative Agent; otherwise, the
Independent Manager may be removed by the Manager. Subject to the Administrative Agent’s right to object to a proposed Independent
Manager, in the event of a vacancy in the position of Independent Manager, the Manager appoints a new Independent Manager. The member
has no right under the LLC Agreement to appoint the Independent Manager.

Termination/Dissolution.
The LLC Agreement provides that CF 2018 may be dissolved only upon the first to occur of the following: (i) the termination
of the legal existence of the last remaining Member of CF 2018 or the occurrence of any other event which terminates the contin