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: 0001767074-20-000019
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 August 27, 2019 regarding the proposed draft of the Fund’s Pre-Effective Amendment No.2 to its Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425) submitted to you in draft form on August 7, 2019 (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.
Page i of the Prospectus cover indicates that the Fund’s Real Assets Investments will consist of real assets in “vibrant and improving urban qualified communities throughout the United States.” Please indicate the source of the determination that a community is “vibrant and improving,” and disclose the standards for making this determination in the body of the Prospectus.
Response: The Fund has removed the phrase “vibrant and improving” from the Prospectus and refers the Staff to page 18 of the Prospectus where the Adviser’s community qualification process is described under the heading “Real Assets in Qualified Communities.”
2.
The Fund’s response to Comment 12 of the response letter that the Fund submitted in draft form on August 7, 2019 (the “Previous Letter”) indicates that issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers. Please confirm whether issuers of the Fund’s Real Assets Investments will also be United Stated issuers and clarify the disclosure accordingly.
Response: The Fund confirms to the Staff that issuers of the Fund’s Real Assets Investments will be United States issuers and has clarified the disclosure accordingly.
3.
Page ii of the Prospectus cover and page SAI-2 of the Registration Statement indicate that the Fund has adopted a fundamental policy to concentrate its investment in real-estate related securities. However, the Fund advised the Staff in the Previous Letter that it does not intend to invest directly in real estate. Please clarify the disclosure accordingly.
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.
September 10, 2019
Page 2
Response: The Fund has revised its fundamental policy to refer to “real assets” in accordance with the Staff’s comment.
4.
Please revise the pricing table on page ii of the Prospectus cover to include a call number referencing current Footnote 4.
Response: The Fund has revised the pricing table in accordance with the Staff’s comment.
5.
Footnote 4 to the pricing table indicates that the Fund “estimates that it will occur approximately $100,000 of expenses” in connection with the incurrence of leverage. Please replace the word “occur” with the word “incur.”
Response: The Fund has revised footnote 4 to the pricing table in accordance with the Staff’s comment.
6.
The Fund’s response to Comment 23 of the Previous Letter indicates that the Fund does not intend to issue preferred stock within the first twelve months of operations. However, page iv of the Prospectus cover and pages 52 and 53 of the Prospectus contain disclosure describing the Fund’s general intent to issue preferred stock. Please clarify the disclosure or explain supplementally why the disclosure is accurate. Please also reconfirm to the Staff whether the Fund intends to issue preferred stock within the first twelve months of operations.
Response: The Fund confirms to the Staff that it does not intend to issue preferred stock within its first twelve months of operations, but may issue preferred stock in the future, and has clarified its disclosure relating to preferred stock accordingly.
7.
Please ensure that the paragraph with the heading “Investment Adviser” on page iv of the Prospectus Cover is separated as a new paragraph.
Response: The Fund has revised the Prospectus Cover in accordance with the Staff’s comment.
8.
Please confirm to the Staff whether the Fund’s loan origination strategy will also be employed through the Fund’s wholly owned subsidiaries, and if so, please add disclosure accordingly.
Response: The Fund confirms to the Staff that its loan origination strategy will not be employed through the Fund’s REIT subsidiaries, which are currently intended to be the Fund’s only subsidiaries.
9.
With respect to the Fund’s loan origination strategy, please disclose if, and if so how, the Fund considers a borrower’s ability to service its debt in the underwriting process.
Response: The Fund refers the Staff to page 31 of the Prospectus, which includes disclosure that the Fund will consider debt service coverage as a part of the financial analysis portion of the Fund’s underwriting process.
10.
With respect to the Fund’s loan origination strategy, please disclose the credit quality ratings that the Fund expects of its borrowers and add attendant risk disclosure.
Response: The Fund refers the Staff to pages 21 through 23 of the Prospectus, which describe the loans that the Fund intends to originate and includes disclosure of the credit quality ratings that the Fund expects of its borrowers, and to pages 41 through 44 of the Prospectus, which include attendant risk disclosure.
September 10, 2019
Page 3
11.
With respect to the Fund’s loan origination strategy, please supplementally inform the Staff whether the Fund will originate subprime loans (i.e. loans to below investment-grade borrowers) including those in bankruptcy or default. If the Fund will originate loans to subprime borrowers, please disclose and provide attendant risk disclosure.
Response: The Fund confirms to the Staff that it does not currently intend to originate subprime loans and that it will update its Prospectus accordingly if it ever determines to utilize this strategy.
12.
With respect to the Fund’s loan origination strategy, please supplementally inform the Staff the characteristics that the Fund considers for consumer loans (i.e. FICO scores) and for businesses (i.e. NRSRO ratings). Additionally, will the Fund consider a business’ financial statements and tax returns in the underwriting process?
Response: The Fund advises the Staff that it does not intend to originate consumer loans. The Fund refers the Staff to pages 21 through 23 of the Prospectus, which describe the loans that the Fund intends to originate, and to pages 30 and 31 of the Prospectus, which describe the Sub-Adviser’s underwriting process with respect to loan origination.
13.
The second paragraph under “Loan Origination Process” on page 30 of the Prospectus indicates that the Sub-Adviser has “relationships with several major and regional investment banks and commercial banks, as well as commercial finance institutions.” Please supplementally confirm to the Staff that these relationships do not give rise to any concerns under Section 17 of the Investment Company Act of 1940, as amended (the “1940 Act”).
Response: The Fund confirms to the Staff that the Sub-Adviser’s relationships disclosed under the “Loan Origination Process” heading do not give rise to any concerns under Section 17 of the 1940 Act.
14.
With respect to the Fund’s loan origination strategy, please disclose the types of loans that the Fund intends to originate (i.e. residential real estate, commercial real estate, mortgage-related) and what form the loans will take (i.e. whole loans, secured/unsecured notes, mezzanine loans).
Response: The Fund refers to the Staff to pages 21 through 23 of the Prospectus, which describe the types of loans that the Fund intends to originate in detail.
15.
With respect to the Fund’s loan origination strategy, please confirm to the Staff whether the loans the Fund intends to originate will vary in terms of maturity and duration, and if so, clarify the disclosure accordingly.
Response: The Fund confirms to the Staff that it has no fixed policy regarding portfolio maturity or duration and refers the Staff to pages 21 through 23 of the Prospectus, which discuss the potential maturity and duration of the various loans the Fund intends to originate.
16.
With respect to the Fund’s loan origination strategy, please confirm to the Staff whether all of the loans that the Fund intends to originate will have covenants.
Response: The Fund refers the Staff to pages 21 through 23 of the Prospectus, which discuss the types of loans that the Fund intends to originate including the covenants that the Fund expects to underlie such loans.
17.
With respect to the Fund’s loan origination strategy, please confirm whether the Fund will offer any of the loans it originates for sale. If so, please disclose the Fund’s policies and procedures surrounding this process.
September 10, 2019
Page 4
Response: The Fund confirms to the Staff that it retains the flexibility to dispose of the loans it originates in any manner consistent with applicable law and the Fund’s investment policies and restrictions, including offering portions of the loans it originates for sale. The Fund has revised page 31 of the Prospectus in accordance with the Staff’s comment.
18.
To the extent the Fund engages in loan origination or servicing loans directly, or has a financial interest in or is otherwise affiliated with an origination or servicing company, the Fund may be subject to enhanced risks of litigation, regulatory actions and other proceedings. As a result, the Fund may be required to pay legal fees, penalties or other charges, any of which could have a material adverse effect on the Fund and its investments. Please confirm whether any of these concerns apply to the Fund’s investment strategy regarding loan origination, and if so, please add appropriate disclosure.
Response: The Fund has added attendant risk disclosure to page 42 of the Prospectus in accordance with the Staff’s comment.
19.
Please describe supplementally any process the Fund intends to use to dispose of the loans it originates. For example, does the Fund expect to securitize such loans and sell the resulting securities?
Response: The Fund retains the flexibility to dispose of the loans it originates in any manner consistent with applicable law and the Fund’s investment policies and restrictions. For example, the Fund may, among other possibilities (i) hold a loan to maturity; (ii) assign a loan to one or more third parties; (iii) sell participation interests in a loan to one or more third parties, including for example through a competitive bidding process; or (iv) sell loans to a third party that intends to securitize the assets.
20.
Please confirm to the Staff that any loans the Fund originates will not be considered “liquid” for purposes of the Fund complying with Rule 23c-3(b)(x)(i) under the 1940 Act.
Response: The Fund confirms to the Staff that any loans the Fund originates will not be considered “liquid” for purposes of the Fund complying with Rule 23c-3(b)(x)(i) under the 1940 Act.
21.
The Fund advised the Staff in the Previous Letter that the Fund does not intend to invest directly in real estate. Please confirm to the Staff that if the Fund does intend to invest directly in real estate at some point in the future, it will revise the Prospectus accordingly.
Response: The Fund confirms to the Staff that if the Fund intends to invest directly in real estate at some point in the future, it will revise the Prospectus accordingly.
22.
In the response to Comment 16 of the Previous Letter, the Fund advised the Staff that it will not invest directly in foreign credit or credit-related securities as part of its principal investment strategies. Please ensure that references to foreign credit or credit-related securities have been removed from the Prospectus. Please also confirm to the Staff that if the Fund does intend to invest directly in foreign credit or credit-related securities at some point in the future, it will revise the Prospectus accordingly.
Response: The Fund confirms to the Staff that references to foreign credit or credit-related securities have been removed from the Prospectus. The Fund confirms to the Staff that if it does intend to invest directly in foreign credit or credit-related securities at some point in the future, it will revise the Prospectus accordingly.
23.
In the response to Comment 34 of the Previous Letter, the Fund indicated that it does not currently intend to securitize its assets by a mortgage loan that is originated by any of the Fund’s wholly-owned subsidiaries. However, page 5 of the Prospectus indicates that the Fund may utilize leverage through a REIT subsidiary by mortgaging properties held by the REIT subsidiary. Please confirm to the Staff whether this is different from the Fund securitizing its assets by a mortgage loan that is originated by any of the Fund’s wholly-owned subsidiaries, and if so, how.
Response: The Fund advises the Staff that mortgaging properties held by the REIT subsidiary is not a securitization of the Fund’s assets. The mortgaging of the properties held by the REIT subsidiary would involve a direct mortgage on a property, or, more specifically, the property will be held as collateral for a loan from a financial institution. This type of financing is different from a typical securitization where assets are pooled for sale. The Fund confirms to the Staff that it does not otherwise intend to securitize its assets by a mortgage loan that is originated by any of the Fund’s REIT subsidiaries.
September 10, 2019
Page 5
24.
Comment 61 of the Previous Letter asked for the Fund to add attendant risk disclosure with respect to the Fund’s loan origination activities, including that the Fund will be subject to credit risks of borrowers. The additional risk disclosure that the Fund provided relating to counterparty risk is insufficient. Please add additional attendant risk disclosure specifically regarding the risks applicable to the Fund’s loan origination activities.
Response: The Fund has revised page 42 of the Prospectus in accordance with the Staff’s comment. Additionally, the Fund refers the Staff to pages 40 through 43 of the Prospectus, which contain attendant risk disclosure applicable to the types of loans that the Fund intends to originate.
25.
The response to Comment 63 of the Previous Letter indicated that the Fund will be responsible for expenses associated with originating loans, and that such expenses will be reflected in the fees and expenses table. Please confirm to the Staff whether the fees and expenses table will have a separate caption for loan servicing expenses (or estimated loan servicing expenses).
Response: The Fund advises the Staff that expenses associated with originating loans, if any, will be included in the “Other Expenses” line of the table labeled “Summary of Fund Expenses” on page 12 of the Prospectus and has revised footnote 8 to the fees and expenses table accordingly.
******
If you have any questions or additional comments concerning the foregoing, please cont
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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 September 10, 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 August 27, 2019 regarding the proposed draft of the Fund’s Pre-Effective Amendment No.2 to its Registration Statement on Form N-2 (File Nos. 333-229782 and 811-23425) submitted to you in draft form on August 7, 2019 (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. Page i of the Prospectus cover indicates that the Fund’s Real Assets Investments will consist of real assets in “vibrant and improving urban qualified communities throughout the United States.” Please indicate the source of the determination that a community is “vibrant and improving,” and disclose the standards for making this determination in the body of the Prospectus. Response: The Fund has removed the phrase “vibrant and improving” from the Prospectus and refers the Staff to page 18 of the Prospectus where the Adviser’s community qualification process is described under the heading “Real Assets in Qualified Communities.” 2. The Fund’s response to Comment 12 of the response letter that the Fund submitted in draft form on August 7, 2019 (the “Previous Letter”) indicates that issuers of the Fund’s investments in real estate and real estate-related securities will be United States issuers. Please confirm whether issuers of the Fund’s Real Assets Investments will also be United Stated issuers and clarify the disclosure accordingly. Response: The Fund confirms to the Staff that issuers of the Fund’s Real Assets Investments will be United States issuers and has clarified the disclosure accordingly. 3. Page ii of the Prospectus cover and page SAI-2 of the Registration Statement indicate that the Fund has adopted a fundamental policy to concentrate its investment in real-estate related securities. However, the Fund advised the Staff in the Previous Letter that it does not intend to invest directly in real estate. Please clarify the disclosure accordingly. 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. September 10, 2019 Page 2 Response: The Fund has revised its fundamental policy to refer to “real assets” in accordance with the Staff’s comment. 4. Please revise the pricing table on page ii of the Prospectus cover to include a call number referencing current Footnote 4. Response: The Fund has revised the pricing table in accordance with the Staff’s comment. 5. Footnote 4 to the pricing table indicates that the Fund “estimates that it will occur approximately $100,000 of expenses” in connection with the incurrence of leverage. Please replace the word “occur” with the word “incur.” Response: The Fund has revised footnote 4 to the pricing table in accordance with the Staff’s comment. 6. The Fund’s response to Comment 23 of the Previous Letter indicates that the Fund does not intend to issue preferred stock within the first twelve months of operations. However, page iv of the Prospectus cover and pages 52 and 53 of the Prospectus contain disclosure describing the Fund’s general intent to issue preferred stock. Please clarify the disclosure or explain supplementally why the disclosure is accurate. Please also reconfirm to the Staff whether the Fund intends to issue preferred stock within the first twelve months of operations. Response: The Fund confirms to the Staff that it does not intend to issue preferred stock within its first twelve months of operations, but may issue preferred stock in the future, and has clarified its disclosure relating to preferred stock accordingly. 7. Please ensure that the paragraph with the heading “Investment Adviser” on page iv of the Prospectus Cover is separated as a new paragraph. Response: The Fund has revised the Prospectus Cover in accordance with the Staff’s comment. 8. Please confirm to the Staff whether the Fund’s loan origination strategy will also be employed through the Fund’s wholly owned subsidiaries, and if so, please add disclosure accordingly. Response: The Fund confirms to the Staff that its loan origination strategy will not be employed through the Fund’s REIT subsidiaries, which are currently intended to be the Fund’s only subsidiaries. 9. With respect to the Fund’s loan origination strategy, please disclose if, and if so how, the Fund considers a borrower’s ability to service its debt in the underwriting process. Response: The Fund refers the Staff to page 31 of the Prospectus, which includes disclosure that the Fund will consider debt service coverage as a part of the financial analysis portion of the Fund’s underwriting process. 10. With respect to the Fund’s loan origination strategy, please disclose the credit quality ratings that the Fund expects of its borrowers and add attendant risk disclosure. Response: The Fund refers the Staff to pages 21 through 23 of the Prospectus, which describe the loans that the Fund intends to originate and includes disclosure of the credit quality ratings that the Fund expects of its borrowers, and to pages 41 through 44 of the Prospectus, which include attendant risk disclosure. September 10, 2019 Page 3 11. With respect to the Fund’s loan origination strategy, please supplementally inform the Staff whether the Fund will originate subprime loans (i.e. loans to below investment-grade borrowers) including those in bankruptcy or default. If the Fund will originate loans to subprime borrowers, please disclose and provide attendant risk disclosure. Response: The Fund confirms to the Staff that it does not currently intend to originate subprime loans and that it will update its Prospectus accordingly if it ever determines to utilize this strategy. 12. With respect to the Fund’s loan origination strategy, please supplementally inform the Staff the characteristics that the Fund considers for consumer loans (i.e. FICO scores) and for businesses (i.e. NRSRO ratings). Additionally, will the Fund consider a business’ financial statements and tax returns in the underwriting process? Response: The Fund advises the Staff that it does not intend to originate consumer loans. The Fund refers the Staff to pages 21 through 23 of the Prospectus, which describe the loans that the Fund intends to originate, and to pages 30 and 31 of the Prospectus, which describe the Sub-Adviser’s underwriting process with respect to loan origination. 13. The second paragraph under “Loan Origination Process” on page 30 of the Prospectus indicates that the Sub-Adviser has “relationships with several major and regional investment banks and commercial banks, as well as commercial finance institutions.” Please supplementally confirm to the Staff that these relationships do not give rise to any concerns under Section 17 of the Investment Company Act of 1940, as amended (the “1940 Act”). Response: The Fund confirms to the Staff that the Sub-Adviser’s relationships disclosed under the “Loan Origination Process” heading do not give rise to any concerns under Section 17 of the 1940 Act. 14. With respect to the Fund’s loan origination strategy, please disclose the types of loans that the Fund intends to originate (i.e. residential real estate, commercial real estate, mortgage-related) and what form the loans will take (i.e. whole loans, secured/unsecured notes, mezzanine loans). Response: The Fund refers to the Staff to pages 21 through 23 of the Prospectus, which describe the types of loans that the Fund intends to originate in detail. 15. With respect to the Fund’s loan origination strategy, please confirm to the Staff whether the loans the Fund intends to originate will vary in terms of maturity and duration, and if so, clarify the disclosure accordingly. Response: The Fund confirms to the Staff that it has no fixed policy regarding portfolio maturity or duration and refers the Staff to pages 21 through 23 of the Prospectus, which discuss the potential maturity and duration of the various loans the Fund intends to originate. 16. With respect to the Fund’s loan origination strategy, please confirm to the Staff whether all of the loans that the Fund intends to originate will have covenants. Response: The Fund refers the Staff to pages 21 through 23 of the Prospectus, which discuss the types of loans that the Fund intends to originate including the covenants that the Fund expects to underlie such loans. 17. With respect to the Fund’s loan origination strategy, please confirm whether the Fund will offer any of the loans it originates for sale. If so, please disclose the Fund’s policies and procedures surrounding this process. September 10, 2019 Page 4 Response: The Fund confirms to the Staff that it retains the flexibility to dispose of the loans it originates in any manner consistent with applicable law and the Fund’s investment policies and restrictions, including offering portions of the loans it originates for sale. The Fund has revised page 31 of the Prospectus in accordance with the Staff’s comment. 18. To the extent the Fund engages in loan origination or servicing loans directly, or has a financial interest in or is otherwise affiliated with an origination or servicing company, the Fund may be subject to enhanced risks of litigation, regulatory actions and other proceedings. As a result, the Fund may be required to pay legal fees, penalties or other charges, any of which could have a material adverse effect on the Fund and its investments. Please confirm whether any of these concerns apply to the Fund’s investment strategy regarding loan origination, and if so, please add appropriate disclosure. Response: The Fund has added attendant risk disclosure to page 42 of the Prospectus in accordance with the Staff’s comment. 19. Please describe supplementally any process the Fund intends to use to dispose of the loans it originates. For example, does the Fund expect to securitize such loans and sell the resulting securities? Response: The Fund retains the flexibility to dispose of the loans it originates in any manner consistent with applicable law and the Fund’s investment policies and restrictions. For example, the Fund may, among other possibilities (i) hold a loan to maturity; (ii) assign a loan to one or more third parties; (iii) sell participation interests in a loan to one or more third parties, including for example through a competitive bidding process; or (iv) sell loans to a third party that intends to securitize the assets. 20. Please confirm to the Staff that any loans the Fund originates will not be considered “liquid” for purposes of the Fund complying with Rule 23c-3(b)(x)(i) under the 1940 Act. Response: The Fund confirms to the Staff that any loans the Fund originates will not be considered “liquid” for purposes of the Fund complying with Rule 23c-3(b)(x)(i) under the 1940 Act. 21. The Fund advised the Staff in the Previous Letter that the Fund does not intend to invest directly in real estate. Please confirm to the Staff that if the Fund does intend to invest directly in real estate at some point in the future, it will revise the Prospectus accordingly. Response: The Fund confirms to the Staff that if the Fund intends to invest directly in real estate at some point in the future, it will revise the Prospectus accordingly. 22. In the response to Comment 16 of the Previous Letter, the Fund advised the Staff that it will not invest directly in foreign credit or credit-related securities as part of its principal investment strategies. Please ensure that references to foreign credit or credit-related securities have been removed from the Prospectus. Please also confirm to the Staff that if the Fund does intend to invest directly in foreign credit or credit-related securities at some point in the future, it will revise the Prospectus accordingly. Response: The Fund confirms to the Staff that references to foreign credit or credit-related securities have been removed from the Prospectus. The Fund confirms to the Staff that if it does intend to invest directly in foreign credit or credit-related securities at some point in the future, it will revise the Prospectus accordingly. 23. In the response to Comment 34 of the Previous Letter, the Fund indicated that it does not currently intend to securitize its assets by a mortgage loan that is originated by any of the Fund’s wholly-owned subsidiaries. However, page 5 of the Prospectus indicates that the Fund may utilize leverage through a REIT subsidiary by mortgaging properties held by the REIT subsidiary. Please confirm to the Staff whether this is different from the Fund securitizing its assets by a mortgage loan that is originated by any of the Fund’s wholly-owned subsidiaries, and if so, how. Response: The Fund advises the Staff that mortgaging properties held by the REIT subsidiary is not a securitization of the Fund’s assets. The mortgaging of the properties held by the REIT subsidiary would involve a direct mortgage on a property, or, more specifically, the property will be held as collateral for a loan from a financial institution. This type of financing is different from a typical securitization where assets are pooled for sale. The Fund confirms to the Staff that it does not otherwise intend to securitize its assets by a mortgage loan that is originated by any of the Fund’s REIT subsidiaries. September 10, 2019 Page 5 24. Comment 61 of the Previous Letter asked for the Fund to add attendant risk disclosure with respect to the Fund’s loan origination activities, including that the Fund will be subject to credit risks of borrowers. The additional risk disclosure that the Fund provided relating to counterparty risk is insufficient. Please add additional attendant risk disclosure specifically regarding the risks applicable to the Fund’s loan origination activities. Response: The Fund has revised page 42 of the Prospectus in accordance with the Staff’s comment. Additionally, the Fund refers the Staff to pages 40 through 43 of the Prospectus, which contain attendant risk disclosure applicable to the types of loans that the Fund intends to originate. 25. The response to Comment 63 of the Previous Letter indicated that the Fund will be responsible for expenses associated with originating loans, and that such expenses will be reflected in the fees and expenses table. Please confirm to the Staff whether the fees and expenses table will have a separate caption for loan servicing expenses (or estimated loan servicing expenses). Response: The Fund advises the Staff that expenses associated with originating loans, if any, will be included in the “Other Expenses” line of the table labeled “Summary of Fund Expenses” on page 12 of the Prospectus and has revised footnote 8 to the fees and expenses table accordingly. ****** If you have any questions or additional comments concerning the foregoing, please cont