SEC Company Response from CIM Real Assets & Credit Fund (CIK 0001767074) — Feb 27, 2020
CIM Real Assets & Credit Fund (CIK 0001767074)
Date: Feb. 27, 2020 · CIK: 0001767074 · Accession: 0001767074-20-000018
AI Filing Summary & Sentiment
File numbers found in text: 333-229782, 811-23425
Letter
VIA EDGAR Division of Investment Management United States Securities and Exchange Commission Washington, D.C. 20549 Re: CIM Real Assets & Credit Fund Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425)
Dear Ms. Browning:
On behalf of CIM Real Assets & Credit Fund (the “Fund”), set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Fund on July 1, 2019 regarding the Fund’s Pre-Effective Amendment No.1 to its Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425) (the “Registration Statement”) and the prospectus contained therein (the “Prospectus”). The Staff’s comments are set forth below in italics and are followed by the Fund’s responses. All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement.
1.
Please confirm to the Staff whether the Fund will have any wholly owned special purpose vehicles (SPVs) or other wholly owned subsidiaries (in addition to the REIT subsidiaries described in the Prospectus).
Response: The Fund advises the Staff that it has no current intent to have any wholly owned special purpose vehicles or other wholly owned subsidiaries aside from the REIT subsidiaries described in the Prospectus. If the Fund’s intent in this regard changes in the future, the Fund will revise its Prospectus accordingly.
2.
Please consider paginating the Prospectus cover page.
Response: The Fund has paginated the Prospectus cover page in accordance with the Staff’s comment.
3.
The Prospectus cover page indicates that the per-share price for the Common Shares is inclusive of the sales load. Please confirm whether the term “inclusive” is correct or whether it should be replaced with the term “plus.”
Response: The Fund advises the staff that the term “inclusive” is correct. The initial per-share prices for the Common Shares will include the sales load. Thereafter, the Common Shares will be sold at net asset value plus the sales load.
4.
Please supplementally provide the percentage of the Fund’s investments that will be directly held in real estate.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
August 7, 2019
Page 2
Response: The Fund advises the Staff that it does not intend to invest directly in real estate and has revised its disclosure accordingly.
5.
Please clarify the disclosure throughout the Prospectus, including the definition of “Real Estate Investments,” to reflect that the Fund will make direct investments in real estate.
Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate.
6.
At an appropriate location in the Prospectus, please describe the Fund’s REIT subsidiaries in further detail, including whether the REIT subsidiaries are private, registered with the SEC, or exchange traded, and provide attendant risk disclosure.
Response: The Fund has revised the Prospectus to include additional information about the REIT Subsidiaries. The Fund also directs the Staff to the disclosure under the heading “Investing in REITs Risk” and “REIT Tax Risk for REIT Subsidiaries” in the “Risk Factors” section that includes risk disclosure related to the Fund’s REIT Subsidiaries. The Fund also refers the Staff to its response to Comment 33 below.
7.
The Prospectus cover page indicates what the Fund’s real estate and real estate-related investments are expected to consist of. Please revise the disclosure to indicate what the Fund’s real estate and real estate-related investments will consist of and make conforming changes throughout the Prospectus.
Response: The Fund has revised the description of real estate and real estate-related investments throughout the Prospectus in accordance with the Staff’s comment.
8.
Please supplementally explain how the Fund qualifies as an investment company under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”), and consider Sections 2(a)(36) and section 3(a)(1)(C) of the 1940 Act in your analysis.
Response: The Fund is an investment company pursuant to the definition of “investment company” in Section 3(a)(1)(A) of the 1940 Act in that the Fund, based on its principal investment strategies, holds itself out as being engaged primarily in investing in securities. The Fund will invest in real estate-related securities (including REITS) and credit-related securities. As noted earlier in this response letter, the Fund will not invest directly in real estate as part of its principal investment strategies. On a regular basis, the Fund expects that 100% of its assets (exclusive of cash) will be invested in instruments that fall within the definition of a “security” in Section 2(a)(36) of the 1940 Act. As a result, the Fund is also an investment company under the definition of such in Section 3(a)(1)(C) of the 1940 Act.
9.
Please add attendant risk disclosure discussing risks that arise from directly holding title to real estate as it relates to the Fund’s status as an investment company.
Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate.
10.
The second sentence of the “Investment Strategies” paragraph on the Prospectus cover page contains a definition of “Real Estate Investments,” but the third sentence of that paragraph seems to be expanding upon the definition. Please clarify the definition of Real Estate Investments throughout the Prospectus.
Response: The Fund has replaced the term Real Estate Investments with Real Assets Investments and clarified its definition throughout the Prospectus.
11.
Please clarify the definition of “real assets” throughout the Prospectus.
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Page 3
Response: The Fund has revised its disclosure to make clear that the term “Real Assets,” as used in the Fund’s name, includes both real estate and infrastructure in accordance with the Staff’s comment.
12.
Please clarify whether the issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers.
Response: The Fund confirms to the Staff that issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers, and has revised its disclosure accordingly.
13.
At an appropriate location in the Prospectus, please disclose the percentage of the Fund’s investments that will be invested in REITs (both in the REIT subsidiaries and in any other REITs in which the Fund will invest).
Response: The Fund has revised page 19 of the Prospectus in accordance with the Staff’s comment.
14.
The penultimate sentence of the “Investment Strategies” paragraph on the Prospectus cover page indicates that the Fund will make investments in infrastructure assets and commercial net lease properties. Please provide additional disclosure explaining the infrastructure assets and commercial net lease properties in further detail.
Response: The Fund advises the Staff that it does not currently intend to invest in commercial net lease properties, and has removed references to commercial net lease properties from the Prospectus. The Fund further advises the Staff that the Fund’s investments in infrastructure assets are described in detail on pages 18 and 19 of the Prospectus.
15.
Please confirm whether the Fund will invest directly in and/or take title to foreign real estate as a principal strategy. If so, please provide further details on the foreign real estate in which the Fund will invest and provide additional attendant risk disclosure.
Response: The Fund confirms that it does not intend to invest in invest directly in and/or take title to foreign real estate.
16.
Please confirm whether the Fund will invest directly in foreign credit or credit-related securities as a principal strategy. If so, please provide further details on the foreign credit or credit-related securities in which the Fund will invest and provide additional attendant risk disclosure.
Response: The Fund advises the Staff that it will not invest directly in foreign credit or credit-related securities as part of its principal investment strategies.
17.
Please consider whether more definite language should be used in place of the terms “principally,” “primarily,” “generally, “to a lesser extent” and any other open-ended terms in the Prospectus, and revise the Prospectus as appropriate.
Response: The Fund has revised its disclosure throughout the Prospectus in accordance with the Staff’s comment.
18.
The “Investment Strategies” paragraph on the Prospectus cover page contains the following sentence: “Issuers of the Fund’s credit and credit-related investments will generally be U.S. middle market companies, though the Fund may invest, to a lesser extent, in the credit and
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credit-related securities of other companies, including foreign issuers.” Please clarify what the phrase “other companies” is referring to.
Response: The Fund has revised and clarified its description of its credit strategy.
19.
Please move the risk disclosure relating to “junk bonds” in the “Investment Strategies” paragraph on the Prospectus cover page to a separate paragraph.
Response: The Fund has revised the Prospectus cover page in accordance with the Staff’s comment.
20.
The last sentence of Footnote 2 to the Pricing Table reads as follows: “The payment of both the sales load, which is directly borne by investors, and the organizational and offering expenses, which are indirectly paid by investors in this offering, will immediately reduce the NAV of each share purchased in this offering.” Please replace the phrase “NAV per share” with the phrase “NAV per Common Share.”
Response: The Fund has revised Footnote 2 to the Pricing Table in accordance with the Staff’s comment.
21.
The section titled “Interval Fund/Repurchase Offers” on the Prospectus cover page indicates that the Fund will make quarterly offers to repurchase no less than 5% of its outstanding Common Shares at NAV. Should this sentence instead indicate that the Fund will make quarterly repurchase offers in an amount of no less than 5% of its total assets? If so, please revise the disclosure accordingly.
Response: The Fund advises the Staff that it believes the disclosure is accurately drafted and tracks Rule 23c-3(a)(3) under the 1940 Act, which requires that a repurchase amount be “not be less than five percent nor more than twenty-five percent of the common stock outstanding on a repurchase request deadline.”
22.
The fourth risk bullet on the Prospectus cover page contains the following sentence: “The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as a return of capital, or a return of a shareholder’s original investment in the Fund and borrowings.” Is there a difference between a return of capital and a return of a shareholder’s original investment? If so, please explain the difference. If not, please revise the disclosure accordingly.
Response: The Fund advises the Staff that the disclosure was intended to explain what a return of capital is by defining it as a return of the shareholder’s original investment. The Fund has revised its disclosure to more clearly communicate this to an investor.
23.
Please confirm whether the Fund intends to issue preferred stock within the first twelve months of operations. If so, please revise the Prospectus accordingly and ensure the disclosure is consistent throughout.
Response: The Fund advises the Staff that it does not intend to issue preferred stock within the first twelve months of operations and has revised the Prospectus accordingly.
24.
Please expand the section titled “Leverage” on the Prospectus cover page to discuss the leverage of the REIT subsidiaries.
Response: The Fund has revised the Prospectus cover page in accordance with the Staff’s comment.
25.
Please confirm whether the expenses of the properties that the Fund will take title to are reflected in the fee table. If so, please explain where in the fee table they are reflected. If not, please explain why they are not reflected in the fee table.
Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate.
26.
Please revise the section titled “Investment Adviser” on the Prospectus cover page to state that the Adviser has no prior experience managing registered funds, and revise similar disclosure throughout the Prospectus accordingly.
Response: The Fund has revised the Prospectus in accordance with the Staff’s comment.
27.
The Prospectus cover page contains the following sentence: “For example, during the Fund’s ramp-up period, or the period between the commencement of this offering and the Fund reaching sufficient scale to carry out its
August 7, 2019
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investment strategy as intended, and pending the investment of the proceeds of the offering pursuant to the Fund’s investment objective and strategies, the Fund may make a higher percentage of investments in Broadly Syndicated Loans or other credit and credit-related investments.” Please replace the phrase “or the period” with the phrase “meaning the period,” and revise similar disclosure throughout the Prospectus accordingly.
Response: The Fund has revised the disclosure in accordance with the Staff’s comment.
28.
Because the Fund will invest in junk bonds as part of its principal investment strategy, please add relevant disclosure to the Prospectus, including risk disclosure, discussing the Fund’s ability to invest in junk bonds.
Response: The Fund advises the Staff that it has included the incumbent risks relating to an investment in “junk” bonds on page 41 of the Prospectus.
29.
The Prospectus indicates that the Fund may invest in preferred stock or subordinated debt. Please add disclosure with regard to how the Fund will achieve its investment objective in connection with these investments (i.e. hold, sell, return through dividends).
Response: The Fund has revised page 16 of the Prospectus in accordance with the Staff’s comment.
30.
Page 14 of the Prospectus that the Fund may invest in “real estate preferred equity.” Is this the same as “preferred equity” or is this referring to something different? Please clarify the disclosure.
Response: The Fund advises the Staff that “real estate preferred equity” and “preferred equity” refer to the same type of investment and has clarified the disclosure accordingly.
31.
The Prospectus indicates that the Fund has applied for an exemptive order from the SEC to permit the Fund to co-invest in portfolio companies with certain other affiliated funds. Please supplementally inform the Staff whether the exemptive order has been issued.
Response: The Fund advises the Staff that the application is still pending, and that the Fund has not yet received a co-investment exemptive order.
32.
Please ensure that the disclosure throughout the Prospectus is clear that any leverage incurred by any wholly-owned subsidiary and any SPV would be consolidated with the Fund’s leverage and will be subject to the 1940 Act limitations on leverage.
Response: The Fund has revised the Prospectus in accordance with the Staff’s comment.
33.
At an appropriate location in th
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CORRESP 1 filename1.htm Document Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.383.0218 F: +1 202.637.3593 cynthiakrus@ eversheds-sutherland.com August 7, 2019 VIA EDGAR Kimberly A. Browning, Senior Counsel Division of Investment Management United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CIM Real Assets & Credit Fund Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425) Dear Ms. Browning: On behalf of CIM Real Assets & Credit Fund (the “Fund”), set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Fund on July 1, 2019 regarding the Fund’s Pre-Effective Amendment No.1 to its Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425) (the “Registration Statement”) and the prospectus contained therein (the “Prospectus”). The Staff’s comments are set forth below in italics and are followed by the Fund’s responses. All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement. 1. Please confirm to the Staff whether the Fund will have any wholly owned special purpose vehicles (SPVs) or other wholly owned subsidiaries (in addition to the REIT subsidiaries described in the Prospectus). Response: The Fund advises the Staff that it has no current intent to have any wholly owned special purpose vehicles or other wholly owned subsidiaries aside from the REIT subsidiaries described in the Prospectus. If the Fund’s intent in this regard changes in the future, the Fund will revise its Prospectus accordingly. 2. Please consider paginating the Prospectus cover page. Response: The Fund has paginated the Prospectus cover page in accordance with the Staff’s comment. 3. The Prospectus cover page indicates that the per-share price for the Common Shares is inclusive of the sales load. Please confirm whether the term “inclusive” is correct or whether it should be replaced with the term “plus.” Response: The Fund advises the staff that the term “inclusive” is correct. The initial per-share prices for the Common Shares will include the sales load. Thereafter, the Common Shares will be sold at net asset value plus the sales load. 4. Please supplementally provide the percentage of the Fund’s investments that will be directly held in real estate. Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com. August 7, 2019 Page 2 Response: The Fund advises the Staff that it does not intend to invest directly in real estate and has revised its disclosure accordingly. 5. Please clarify the disclosure throughout the Prospectus, including the definition of “Real Estate Investments,” to reflect that the Fund will make direct investments in real estate. Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate. 6. At an appropriate location in the Prospectus, please describe the Fund’s REIT subsidiaries in further detail, including whether the REIT subsidiaries are private, registered with the SEC, or exchange traded, and provide attendant risk disclosure. Response: The Fund has revised the Prospectus to include additional information about the REIT Subsidiaries. The Fund also directs the Staff to the disclosure under the heading “Investing in REITs Risk” and “REIT Tax Risk for REIT Subsidiaries” in the “Risk Factors” section that includes risk disclosure related to the Fund’s REIT Subsidiaries. The Fund also refers the Staff to its response to Comment 33 below. 7. The Prospectus cover page indicates what the Fund’s real estate and real estate-related investments are expected to consist of. Please revise the disclosure to indicate what the Fund’s real estate and real estate-related investments will consist of and make conforming changes throughout the Prospectus. Response: The Fund has revised the description of real estate and real estate-related investments throughout the Prospectus in accordance with the Staff’s comment. 8. Please supplementally explain how the Fund qualifies as an investment company under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”), and consider Sections 2(a)(36) and section 3(a)(1)(C) of the 1940 Act in your analysis. Response: The Fund is an investment company pursuant to the definition of “investment company” in Section 3(a)(1)(A) of the 1940 Act in that the Fund, based on its principal investment strategies, holds itself out as being engaged primarily in investing in securities. The Fund will invest in real estate-related securities (including REITS) and credit-related securities. As noted earlier in this response letter, the Fund will not invest directly in real estate as part of its principal investment strategies. On a regular basis, the Fund expects that 100% of its assets (exclusive of cash) will be invested in instruments that fall within the definition of a “security” in Section 2(a)(36) of the 1940 Act. As a result, the Fund is also an investment company under the definition of such in Section 3(a)(1)(C) of the 1940 Act. 9. Please add attendant risk disclosure discussing risks that arise from directly holding title to real estate as it relates to the Fund’s status as an investment company. Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate. 10. The second sentence of the “Investment Strategies” paragraph on the Prospectus cover page contains a definition of “Real Estate Investments,” but the third sentence of that paragraph seems to be expanding upon the definition. Please clarify the definition of Real Estate Investments throughout the Prospectus. Response: The Fund has replaced the term Real Estate Investments with Real Assets Investments and clarified its definition throughout the Prospectus. 11. Please clarify the definition of “real assets” throughout the Prospectus. August 7, 2019 Page 3 Response: The Fund has revised its disclosure to make clear that the term “Real Assets,” as used in the Fund’s name, includes both real estate and infrastructure in accordance with the Staff’s comment. 12. Please clarify whether the issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers. Response: The Fund confirms to the Staff that issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers, and has revised its disclosure accordingly. 13. At an appropriate location in the Prospectus, please disclose the percentage of the Fund’s investments that will be invested in REITs (both in the REIT subsidiaries and in any other REITs in which the Fund will invest). Response: The Fund has revised page 19 of the Prospectus in accordance with the Staff’s comment. 14. The penultimate sentence of the “Investment Strategies” paragraph on the Prospectus cover page indicates that the Fund will make investments in infrastructure assets and commercial net lease properties. Please provide additional disclosure explaining the infrastructure assets and commercial net lease properties in further detail. Response: The Fund advises the Staff that it does not currently intend to invest in commercial net lease properties, and has removed references to commercial net lease properties from the Prospectus. The Fund further advises the Staff that the Fund’s investments in infrastructure assets are described in detail on pages 18 and 19 of the Prospectus. 15. Please confirm whether the Fund will invest directly in and/or take title to foreign real estate as a principal strategy. If so, please provide further details on the foreign real estate in which the Fund will invest and provide additional attendant risk disclosure. Response: The Fund confirms that it does not intend to invest in invest directly in and/or take title to foreign real estate. 16. Please confirm whether the Fund will invest directly in foreign credit or credit-related securities as a principal strategy. If so, please provide further details on the foreign credit or credit-related securities in which the Fund will invest and provide additional attendant risk disclosure. Response: The Fund advises the Staff that it will not invest directly in foreign credit or credit-related securities as part of its principal investment strategies. 17. Please consider whether more definite language should be used in place of the terms “principally,” “primarily,” “generally, “to a lesser extent” and any other open-ended terms in the Prospectus, and revise the Prospectus as appropriate. Response: The Fund has revised its disclosure throughout the Prospectus in accordance with the Staff’s comment. 18. The “Investment Strategies” paragraph on the Prospectus cover page contains the following sentence: “Issuers of the Fund’s credit and credit-related investments will generally be U.S. middle market companies, though the Fund may invest, to a lesser extent, in the credit and August 7, 2019 Page 4 credit-related securities of other companies, including foreign issuers.” Please clarify what the phrase “other companies” is referring to. Response: The Fund has revised and clarified its description of its credit strategy. 19. Please move the risk disclosure relating to “junk bonds” in the “Investment Strategies” paragraph on the Prospectus cover page to a separate paragraph. Response: The Fund has revised the Prospectus cover page in accordance with the Staff’s comment. 20. The last sentence of Footnote 2 to the Pricing Table reads as follows: “The payment of both the sales load, which is directly borne by investors, and the organizational and offering expenses, which are indirectly paid by investors in this offering, will immediately reduce the NAV of each share purchased in this offering.” Please replace the phrase “NAV per share” with the phrase “NAV per Common Share.” Response: The Fund has revised Footnote 2 to the Pricing Table in accordance with the Staff’s comment. 21. The section titled “Interval Fund/Repurchase Offers” on the Prospectus cover page indicates that the Fund will make quarterly offers to repurchase no less than 5% of its outstanding Common Shares at NAV. Should this sentence instead indicate that the Fund will make quarterly repurchase offers in an amount of no less than 5% of its total assets? If so, please revise the disclosure accordingly. Response: The Fund advises the Staff that it believes the disclosure is accurately drafted and tracks Rule 23c-3(a)(3) under the 1940 Act, which requires that a repurchase amount be “not be less than five percent nor more than twenty-five percent of the common stock outstanding on a repurchase request deadline.” 22. The fourth risk bullet on the Prospectus cover page contains the following sentence: “The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as a return of capital, or a return of a shareholder’s original investment in the Fund and borrowings.” Is there a difference between a return of capital and a return of a shareholder’s original investment? If so, please explain the difference. If not, please revise the disclosure accordingly. Response: The Fund advises the Staff that the disclosure was intended to explain what a return of capital is by defining it as a return of the shareholder’s original investment. The Fund has revised its disclosure to more clearly communicate this to an investor. 23. Please confirm whether the Fund intends to issue preferred stock within the first twelve months of operations. If so, please revise the Prospectus accordingly and ensure the disclosure is consistent throughout. Response: The Fund advises the Staff that it does not intend to issue preferred stock within the first twelve months of operations and has revised the Prospectus accordingly. 24. Please expand the section titled “Leverage” on the Prospectus cover page to discuss the leverage of the REIT subsidiaries. Response: The Fund has revised the Prospectus cover page in accordance with the Staff’s comment. 25. Please confirm whether the expenses of the properties that the Fund will take title to are reflected in the fee table. If so, please explain where in the fee table they are reflected. If not, please explain why they are not reflected in the fee table. Response: As noted earlier in this response letter, the Fund does not intend to invest directly in real estate. 26. Please revise the section titled “Investment Adviser” on the Prospectus cover page to state that the Adviser has no prior experience managing registered funds, and revise similar disclosure throughout the Prospectus accordingly. Response: The Fund has revised the Prospectus in accordance with the Staff’s comment. 27. The Prospectus cover page contains the following sentence: “For example, during the Fund’s ramp-up period, or the period between the commencement of this offering and the Fund reaching sufficient scale to carry out its August 7, 2019 Page 5 investment strategy as intended, and pending the investment of the proceeds of the offering pursuant to the Fund’s investment objective and strategies, the Fund may make a higher percentage of investments in Broadly Syndicated Loans or other credit and credit-related investments.” Please replace the phrase “or the period” with the phrase “meaning the period,” and revise similar disclosure throughout the Prospectus accordingly. Response: The Fund has revised the disclosure in accordance with the Staff’s comment. 28. Because the Fund will invest in junk bonds as part of its principal investment strategy, please add relevant disclosure to the Prospectus, including risk disclosure, discussing the Fund’s ability to invest in junk bonds. Response: The Fund advises the Staff that it has included the incumbent risks relating to an investment in “junk” bonds on page 41 of the Prospectus. 29. The Prospectus indicates that the Fund may invest in preferred stock or subordinated debt. Please add disclosure with regard to how the Fund will achieve its investment objective in connection with these investments (i.e. hold, sell, return through dividends). Response: The Fund has revised page 16 of the Prospectus in accordance with the Staff’s comment. 30. Page 14 of the Prospectus that the Fund may invest in “real estate preferred equity.” Is this the same as “preferred equity” or is this referring to something different? Please clarify the disclosure. Response: The Fund advises the Staff that “real estate preferred equity” and “preferred equity” refer to the same type of investment and has clarified the disclosure accordingly. 31. The Prospectus indicates that the Fund has applied for an exemptive order from the SEC to permit the Fund to co-invest in portfolio companies with certain other affiliated funds. Please supplementally inform the Staff whether the exemptive order has been issued. Response: The Fund advises the Staff that the application is still pending, and that the Fund has not yet received a co-investment exemptive order. 32. Please ensure that the disclosure throughout the Prospectus is clear that any leverage incurred by any wholly-owned subsidiary and any SPV would be consolidated with the Fund’s leverage and will be subject to the 1940 Act limitations on leverage. Response: The Fund has revised the Prospectus in accordance with the Staff’s comment. 33. At an appropriate location in th