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: 0001767074-20-000020
AI Filing Summary & Sentiment
File numbers found in text: 333-20981, 333-211845, 333-212323, 333-226108, 333-229782, 811-23425
Letter
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 September 24, 2019 and September 26, 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 September 10, 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.
The Fund advises the Staff that it now intends to retain a second sub-adviser, and has updated the Prospectus accordingly. The Fund also moved certain detailed disclosure off of the cover of the Prospectus and into the body of the Prospectus to ensure that the appropriate risks are highlighted on the cover of the Prospectus.
Legal Comments
1.
The Fund’s response to Comment 2 of the response letter that the Fund submitted in draft form on September 10, 2019 (the “Previous Letter”) indicates that issuers of the Fund’s investments in Real Assets Investments will be United Stated issuers, but the Prospectus cover only indicates that the underlying interests of the Fund’s Real Assets investments will be investments in real estate or infrastructure in the United States. Please confirm whether issuers of the Fund’s investments in Real Assets Investments will 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 on page 21 of the Prospectus accordingly.
2.
Please confirm to the Staff whether the Fund will invest in real estate through the REIT Subsidiary and 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.
October 31, 2019
Page 2
Response: The Fund confirms to the Staff that the REIT Subsidiary will invest in real estate, and directs the Staff to item (1) in its definition of “Real Assets Investments” as follows:
“The Fund’s investments in “real assets” (“Real Assets Investments”) will consist of
(1) direct real estate that will be held through one or more wholly owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs, (3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and (5) infrastructure assets that may be held through a REIT Subsidiary.”
This language appears on pages i, 5 and 21 of the Prospectus.
3.
Please disclose the percentage of the Fund’s assets that will consist of loans that the Fund originates.
Response: The Fund advises the Staff that Form N-2 does not require disclosure of the percentage of a Fund’s assets that will consist of originated loans. The Fund has clearly disclosed that it intends to originate loans on page 26 of the Prospectus, as follows:
“The Fund will make investments in and originate loans to U.S. middle-market companies through the OFS Sub-Adviser’s access to a network of financial institutions, private equity sponsors (private equity firms that generally acquire companies through leveraged buyouts with whom we partner for investment purposes), investment banks, consultants and attorneys, and its proprietary database of borrowers developed over the OFS Sub-Adviser’s more than 20 years in lending to middle-market companies.”
The Fund has also provided attendant risk disclosure with respect to loan origination on page 48 of the Prospectus under the heading “Loan Origination Risk.”
The amount of loan origination activity will depend on market availability and demand so it is not practical for a new Fund that has yet to commence operations to disclose a percentage of the Fund’s assets that will consist of originated loans.
Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including loans that the Fund has originated to the extent required.
4.
Please confirm whether the Fund will originate loans or whether the Sub-Adviser will originate loans, and clarify the disclosure accordingly.
Response: The Fund confirms to the Staff that the Fund will originate loans and has clarified its disclosure accordingly. The Sub-Advisers will make investment decisions pursuant to their respective investment sub-advisory agreements. The Sub-Advisers will not hold loans or originate loans. The Fund has updated its disclosure on page 36 of the Prospectus, as follows:
“The Fund seeks to originate loans to companies that have experienced and incentivized management teams, stable and predictable cash flows and defensible market positions. The Fund underwrites its originated loans with the expectation that the Fund will hold them for a number of years, and structures and documents investments accordingly; however, the Fund may sell positions if circumstances have changed from the time of underwriting or if the Fund deems doing so is in the Fund’s best interest.”
October 31, 2019
Page 3
5.
The Fund’s concentration policy (as stated on page ii of the Prospectus Cover and page SAI-II) is overly broad, and appears to be an attempt to concentrate the Fund’s investments in overly broad and undefined categories. Please revise the Fund’s concentration policy throughout the Prospectus to identify a particular industry or group of industries in which the Fund will concentrate in compliance with Section 8 of the 1940 Act. Please refer to Item 8(b)(2) of Form N-2.
Response: The Fund respectfully disagrees with the Staff’s comment that the concentration policy is overly broad. The Fund will concentrate its investments in the real estate and infrastructure industries, which the Fund has defined under the common industry term of “Real Assets” in the Prospectus on pages i, 5 and 21 of the Prospectus as follows:
“The Fund defines “real assets” as assets where the underlying interests are investments in real estate or infrastructure in the United States. The Fund’s investments in “real assets” (“Real Assets Investments”) will consist of (1) direct real estate that will be held through one or more wholly-owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs,
(3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and
(5) infrastructure assets that may be held through a REIT Subsidiary.”
The Fund has clarified its concentration policy throughout the Prospectus to read as follows:
“As a fundamental policy, the Fund will concentrate its investments (meaning invest more than 25%) in Real Assets Investments, which is defined in the Prospectus to include: (1) direct real estate that will be held through one or more wholly owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs, (3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and (5) infrastructure assets that may be held through a REIT Subsidiary.”
6.
The Fund’s response to Comment 6 of the Previous Letter indicates that the Fund does not intend to issue preferred stock within the first twelve months of operations. Please confirm to the Staff that if the Fund does intend to issue preferred stock at some point in the future, it will revise the Prospectus accordingly, including to incorporate preferred stock dividend expenses in the fees and expenses table.
Response: The Fund confirms to the Staff that if the Fund intends to issue preferred stock at some point in the future, it will revise the Prospectus accordingly.
7.
The Fund’s response to Comment 25 of the Previous Letter indicated that expenses associated with originating loans, if any, will be included in the “Other Expenses” line of the fees and expenses table. Please instead revise the fees and expenses table to have a separate caption for loan servicing expenses (or estimated loan servicing expenses).
Response: The Fund advises the Staff that, as with other sub-categories of “Other Expenses,” Form N-2 does not require that funds include a separate caption for loan servicing expenses. See Item 3, Instruction 9 of Form N-2. The Fund directs the Staff to the following examples of effective registration statements for Funds that contemplate originating loans but do not include loan origination expenses in a separate caption to the fees and expenses table:
•
Broadstone Real Estate Access Fund (File No. 333-226108), page 9: https://www.sec.gov/Archives/edgar/data/1745846/000119312518292892/ d623909d497.htm#rom623909_2
October 31, 2019
Page 4
•
CION Ares Diversified Credit Fund (File No. 333-212323), page 20: https://www.sec.gov/Archives/edgar/data/1678124/000114420419043185/ tv528781-497.htm#tB2SU
•
Griffin Institutional Access Credit Fund (File No. 333-211845), page 11: https://www.sec.gov/Archives/edgar/data/1676197/000139834419008045/ fp0041934_497.htm
8.
Please review all references to “real estate” in the Prospectus and confirm whether the term “real assets” should be used instead.
Response: The Fund has reviewed and revised references to “real estate” on pages 4, 5, 21, 33, 40 and SAI-3 of the Prospectus where appropriate in accordance with the Staff’s comment.
9.
With respect to the Fund’s loan origination strategy, please confirm to the Staff that the Fund will update the underlying valuation data with respect to each individual loan it holds at least as often as it calculates its net asset value.
Response: The Fund confirms to the Staff that it will monitor the fair value of each individual loan it holds at least as often as it calculates the net asset value. Specifically, for each individual loan, the Fund will monitor daily interest rates, or marks, to ensure such rates are within a reasonable range of the marks that were used in the previous quarterly valuation for that individual loan. The Fund discloses that it will monitor the individual loans on a daily basis on page 97 of the Prospectus, as follows:
“The Valuation Committee monitors the fair value of the securities in the Fund’s portfolio on a daily basis.”
10.
Please revise the Prospectus to include a description of any limitations that the Fund will impose on its loan origination strategy, including but not limited to any limits on the amounts of loans that the Fund can originate to issuers in the same industry.
Response: The Fund directs the Staff to the following disclosure on page 27 of the Prospectus:
“The Fund may not make loans except as permitted by the 1940 Act, but does not otherwise impose any limits on its loan origination activities.”
The Fund has also added this disclosure to page 3 of the Prospectus Summary. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including all information required to be disclosed by the Fund.
11.
Please revise the Prospectus to include disclosure pertaining to the maturity and duration of the loans that the Fund will originate.
Response: The Fund directs the Staff to the following disclosure on page 27 of the Prospectus:
“Generally, Middle-Market investments are held to maturity (typically 5 to 7 years) or repayment but may be sold earlier if a liquidity event occurs, such as a sale, recapitalization, or worsening of the credit quality of the portfolio company.”
October 31, 2019
Page 5
The Fund has also added this disclosure to page 5 of the Prospectus Summary. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including all information required to be disclosed by the Fund.
The Fund also directs the Staff to the following risk disclosure on pages 16 and 60 of the Prospectus:
“The Fund has no fixed policy regarding portfolio maturity or duration. Holding long duration and long maturity investments will increase the Fund’s exposure to the credit and interest rate risks described above, including with respect to changes in interest rates through the Fund’s credit and credit-related investments as well as increased exposure to risk of loss.”
12.
Please revise the Prospectus to include more specific information pertaining to the geographic locations of the borrowers of loans that the Fund will originate, and add any attendant risk disclosure.
Response: The Fund confirms to the Staff that it will make investments in U.S. issuers, and has clarified pages 17 of the Prospectus in response to Comment 1 above. The Fund also advises the Staff that Form N-2 does not require specificity with respect to geographic locations of the borrowers of the loans that the Fund will originate.
The Fund will originate loans to borrowers that are approved by the investment committee. Until the Fund begins origination activities, no additional disclosure with respect to the geographic location of borrowers is feasible. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include information on the Fund’s portfolio of investments, including all information required by Form N-2 and by accounting guidance to be disclosed by the Fund.
13.
Please revise the Prospectus to include more specific information pertaining to the underwriting standards for loans that the Fund will originate.
Response: The Fund advises the Staff that it has included almost one full page of disclosure (on pages 36 and 37 of the Prospectus, and attached hereto as Exhibit A) thoroughly describing the Fund’s underwriting process with respect to loans it will originate. The Fund believes that it has provided the material description of the underwriting process.
The Fund directs the Staff to the following examples of effective registration statements for Funds that contemplate originating loans and include a similar level of detail (or even less detail) when describing their underwriting processes:
•
Resource Credit Income Fund (File No. 333-20981): https://www.sec.gov/Archives/edgar/data/1628040/000139834419001685/ fp0038981_497.htm (see section labeled “Investment Process” on p. 10)
•
Griffin Institutional Access Credit Fund (File No. 333-211845): https://www.sec.gov/Archives/edgar/data/1676197/000139834419011532/ fp0043594_497.htm (see paragraph labeled “Underwriting and Due Diligence” on p. 34)
14.
Please revise the Prospectus to include more information pertaining to the credit quality of the loans that the Fund will originate, including the policies and standards that the Fund will implement regarding the credit quality of borrowers.
October 31, 2019
Page 6
Response: The Fund directs the Staff
Show Raw Text
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 October 31, 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 September 24, 2019 and September 26, 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 September 10, 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. The Fund advises the Staff that it now intends to retain a second sub-adviser, and has updated the Prospectus accordingly. The Fund also moved certain detailed disclosure off of the cover of the Prospectus and into the body of the Prospectus to ensure that the appropriate risks are highlighted on the cover of the Prospectus. Legal Comments 1. The Fund’s response to Comment 2 of the response letter that the Fund submitted in draft form on September 10, 2019 (the “Previous Letter”) indicates that issuers of the Fund’s investments in Real Assets Investments will be United Stated issuers, but the Prospectus cover only indicates that the underlying interests of the Fund’s Real Assets investments will be investments in real estate or infrastructure in the United States. Please confirm whether issuers of the Fund’s investments in Real Assets Investments will 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 on page 21 of the Prospectus accordingly. 2. Please confirm to the Staff whether the Fund will invest in real estate through the REIT Subsidiary and 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. October 31, 2019 Page 2 Response: The Fund confirms to the Staff that the REIT Subsidiary will invest in real estate, and directs the Staff to item (1) in its definition of “Real Assets Investments” as follows: “The Fund’s investments in “real assets” (“Real Assets Investments”) will consist of (1) direct real estate that will be held through one or more wholly owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs, (3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and (5) infrastructure assets that may be held through a REIT Subsidiary.” This language appears on pages i, 5 and 21 of the Prospectus. 3. Please disclose the percentage of the Fund’s assets that will consist of loans that the Fund originates. Response: The Fund advises the Staff that Form N-2 does not require disclosure of the percentage of a Fund’s assets that will consist of originated loans. The Fund has clearly disclosed that it intends to originate loans on page 26 of the Prospectus, as follows: “The Fund will make investments in and originate loans to U.S. middle-market companies through the OFS Sub-Adviser’s access to a network of financial institutions, private equity sponsors (private equity firms that generally acquire companies through leveraged buyouts with whom we partner for investment purposes), investment banks, consultants and attorneys, and its proprietary database of borrowers developed over the OFS Sub-Adviser’s more than 20 years in lending to middle-market companies.” The Fund has also provided attendant risk disclosure with respect to loan origination on page 48 of the Prospectus under the heading “Loan Origination Risk.” The amount of loan origination activity will depend on market availability and demand so it is not practical for a new Fund that has yet to commence operations to disclose a percentage of the Fund’s assets that will consist of originated loans. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including loans that the Fund has originated to the extent required. 4. Please confirm whether the Fund will originate loans or whether the Sub-Adviser will originate loans, and clarify the disclosure accordingly. Response: The Fund confirms to the Staff that the Fund will originate loans and has clarified its disclosure accordingly. The Sub-Advisers will make investment decisions pursuant to their respective investment sub-advisory agreements. The Sub-Advisers will not hold loans or originate loans. The Fund has updated its disclosure on page 36 of the Prospectus, as follows: “The Fund seeks to originate loans to companies that have experienced and incentivized management teams, stable and predictable cash flows and defensible market positions. The Fund underwrites its originated loans with the expectation that the Fund will hold them for a number of years, and structures and documents investments accordingly; however, the Fund may sell positions if circumstances have changed from the time of underwriting or if the Fund deems doing so is in the Fund’s best interest.” October 31, 2019 Page 3 5. The Fund’s concentration policy (as stated on page ii of the Prospectus Cover and page SAI-II) is overly broad, and appears to be an attempt to concentrate the Fund’s investments in overly broad and undefined categories. Please revise the Fund’s concentration policy throughout the Prospectus to identify a particular industry or group of industries in which the Fund will concentrate in compliance with Section 8 of the 1940 Act. Please refer to Item 8(b)(2) of Form N-2. Response: The Fund respectfully disagrees with the Staff’s comment that the concentration policy is overly broad. The Fund will concentrate its investments in the real estate and infrastructure industries, which the Fund has defined under the common industry term of “Real Assets” in the Prospectus on pages i, 5 and 21 of the Prospectus as follows: “The Fund defines “real assets” as assets where the underlying interests are investments in real estate or infrastructure in the United States. The Fund’s investments in “real assets” (“Real Assets Investments”) will consist of (1) direct real estate that will be held through one or more wholly-owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs, (3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and (5) infrastructure assets that may be held through a REIT Subsidiary.” The Fund has clarified its concentration policy throughout the Prospectus to read as follows: “As a fundamental policy, the Fund will concentrate its investments (meaning invest more than 25%) in Real Assets Investments, which is defined in the Prospectus to include: (1) direct real estate that will be held through one or more wholly owned real estate investment trust (“REIT”) subsidiaries (each, a “REIT Subsidiary”), (2) publicly traded REITs and nonaffiliated private REITs, (3) real estate mortgages, (4) collateralized mortgage-backed securities (“CMBS”) and (5) infrastructure assets that may be held through a REIT Subsidiary.” 6. The Fund’s response to Comment 6 of the Previous Letter indicates that the Fund does not intend to issue preferred stock within the first twelve months of operations. Please confirm to the Staff that if the Fund does intend to issue preferred stock at some point in the future, it will revise the Prospectus accordingly, including to incorporate preferred stock dividend expenses in the fees and expenses table. Response: The Fund confirms to the Staff that if the Fund intends to issue preferred stock at some point in the future, it will revise the Prospectus accordingly. 7. The Fund’s response to Comment 25 of the Previous Letter indicated that expenses associated with originating loans, if any, will be included in the “Other Expenses” line of the fees and expenses table. Please instead revise the fees and expenses table to have a separate caption for loan servicing expenses (or estimated loan servicing expenses). Response: The Fund advises the Staff that, as with other sub-categories of “Other Expenses,” Form N-2 does not require that funds include a separate caption for loan servicing expenses. See Item 3, Instruction 9 of Form N-2. The Fund directs the Staff to the following examples of effective registration statements for Funds that contemplate originating loans but do not include loan origination expenses in a separate caption to the fees and expenses table: • Broadstone Real Estate Access Fund (File No. 333-226108), page 9: https://www.sec.gov/Archives/edgar/data/1745846/000119312518292892/ d623909d497.htm#rom623909_2 October 31, 2019 Page 4 • CION Ares Diversified Credit Fund (File No. 333-212323), page 20: https://www.sec.gov/Archives/edgar/data/1678124/000114420419043185/ tv528781-497.htm#tB2SU • Griffin Institutional Access Credit Fund (File No. 333-211845), page 11: https://www.sec.gov/Archives/edgar/data/1676197/000139834419008045/ fp0041934_497.htm 8. Please review all references to “real estate” in the Prospectus and confirm whether the term “real assets” should be used instead. Response: The Fund has reviewed and revised references to “real estate” on pages 4, 5, 21, 33, 40 and SAI-3 of the Prospectus where appropriate in accordance with the Staff’s comment. 9. With respect to the Fund’s loan origination strategy, please confirm to the Staff that the Fund will update the underlying valuation data with respect to each individual loan it holds at least as often as it calculates its net asset value. Response: The Fund confirms to the Staff that it will monitor the fair value of each individual loan it holds at least as often as it calculates the net asset value. Specifically, for each individual loan, the Fund will monitor daily interest rates, or marks, to ensure such rates are within a reasonable range of the marks that were used in the previous quarterly valuation for that individual loan. The Fund discloses that it will monitor the individual loans on a daily basis on page 97 of the Prospectus, as follows: “The Valuation Committee monitors the fair value of the securities in the Fund’s portfolio on a daily basis.” 10. Please revise the Prospectus to include a description of any limitations that the Fund will impose on its loan origination strategy, including but not limited to any limits on the amounts of loans that the Fund can originate to issuers in the same industry. Response: The Fund directs the Staff to the following disclosure on page 27 of the Prospectus: “The Fund may not make loans except as permitted by the 1940 Act, but does not otherwise impose any limits on its loan origination activities.” The Fund has also added this disclosure to page 3 of the Prospectus Summary. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including all information required to be disclosed by the Fund. 11. Please revise the Prospectus to include disclosure pertaining to the maturity and duration of the loans that the Fund will originate. Response: The Fund directs the Staff to the following disclosure on page 27 of the Prospectus: “Generally, Middle-Market investments are held to maturity (typically 5 to 7 years) or repayment but may be sold earlier if a liquidity event occurs, such as a sale, recapitalization, or worsening of the credit quality of the portfolio company.” October 31, 2019 Page 5 The Fund has also added this disclosure to page 5 of the Prospectus Summary. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include complete information on the Fund’s portfolio of investments, including all information required to be disclosed by the Fund. The Fund also directs the Staff to the following risk disclosure on pages 16 and 60 of the Prospectus: “The Fund has no fixed policy regarding portfolio maturity or duration. Holding long duration and long maturity investments will increase the Fund’s exposure to the credit and interest rate risks described above, including with respect to changes in interest rates through the Fund’s credit and credit-related investments as well as increased exposure to risk of loss.” 12. Please revise the Prospectus to include more specific information pertaining to the geographic locations of the borrowers of loans that the Fund will originate, and add any attendant risk disclosure. Response: The Fund confirms to the Staff that it will make investments in U.S. issuers, and has clarified pages 17 of the Prospectus in response to Comment 1 above. The Fund also advises the Staff that Form N-2 does not require specificity with respect to geographic locations of the borrowers of the loans that the Fund will originate. The Fund will originate loans to borrowers that are approved by the investment committee. Until the Fund begins origination activities, no additional disclosure with respect to the geographic location of borrowers is feasible. Upon effectiveness of its Registration Statement, the Fund will make timely periodic filings that will include information on the Fund’s portfolio of investments, including all information required by Form N-2 and by accounting guidance to be disclosed by the Fund. 13. Please revise the Prospectus to include more specific information pertaining to the underwriting standards for loans that the Fund will originate. Response: The Fund advises the Staff that it has included almost one full page of disclosure (on pages 36 and 37 of the Prospectus, and attached hereto as Exhibit A) thoroughly describing the Fund’s underwriting process with respect to loans it will originate. The Fund believes that it has provided the material description of the underwriting process. The Fund directs the Staff to the following examples of effective registration statements for Funds that contemplate originating loans and include a similar level of detail (or even less detail) when describing their underwriting processes: • Resource Credit Income Fund (File No. 333-20981): https://www.sec.gov/Archives/edgar/data/1628040/000139834419001685/ fp0038981_497.htm (see section labeled “Investment Process” on p. 10) • Griffin Institutional Access Credit Fund (File No. 333-211845): https://www.sec.gov/Archives/edgar/data/1676197/000139834419011532/ fp0043594_497.htm (see paragraph labeled “Underwriting and Due Diligence” on p. 34) 14. Please revise the Prospectus to include more information pertaining to the credit quality of the loans that the Fund will originate, including the policies and standards that the Fund will implement regarding the credit quality of borrowers. October 31, 2019 Page 6 Response: The Fund directs the Staff