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  Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700
Washington, DC  20001-3980

D: +1 202.383.0176
F: +1 202.637.3593

stevenboehm@

eversheds-sutherland.com

May 13, 2021

Lisa Larkin, Senior Counsel

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20002

Re:    NC SLF Inc.

Registration Statement on Form 10

File No. 000-56265

Dear Ms. Larkin:

On behalf of NC SLF Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that we received on April 29, 2021 regarding the Company’s registration statement on Form 10 (File No. 000-56265) (the “Initial Registration Statement”) filed on April 1, 2021.  The Staff’s comments are set forth below and are followed by the Company’s responses. All page numbers herein refer to the Company’s amended registration statement on Form 10 (File No. 000-56265) filed on May 13, 2021 (the “Registration Statement”). Capitalized terms used in this letter but not otherwise defined herein have the meanings specified in the Registration Statement.

Page 1 – Explanatory Note

1.At the end of the second bullet point, please add, “Therefore, the Company’s shares constitute illiquid investments.”

Response: The Company has revised the second bullet point on page 1 in response to the Staff’s comment.

2.Please add bullet points explaining that:

•If the Company makes additional offerings of its shares in the future, an investor may be required to make additional purchases of the Company’s shares on one or more dates to be determined by the Company.

•Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company.

•Distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Company for investment. Any capital returned to you through distributions will be distributed after payment of fees and expenses.

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.

 Lisa Larkin, Senior Counsel

May 13, 2021

Page 2

•The Fund will invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated; below investment grade securities, which are often referred to as “junk” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

•The privately-held companies and below-investment-grade securities in which the Fund will invest will be difficult to value and are illiquid.

Response: The Company has revised page 1 of the Registration Statement in response to the Staff’s comment.

Page 4 – Item 1. Business

3.In the last line of the first paragraph, disclosure states that the Company “shall commence the wind up of operations two years following the expiration of the Investment Period, subject to additional extensions, each for an additional one year period, upon approval of the holders of a majority of the Company’s then outstanding Shares.” Please tell us supplementally whether the Company will establish a liquidating trust as part of the liquidation process.

Response: The Company respectfully advises the Staff on a supplemental basis that, at this time, the Company has not determined whether the Company will establish a liquidating trust in connection with the liquidating of assets.

4.In the first line of the third paragraph, disclosure states that the Company may make investments through wholly-owned subsidiaries. Please disclose:

a.That the Company complies with the provisions of the Investment Company Act of 1940 governing investment policies (Section 8) and capital structure and leverage (Section 61) on an aggregate basis with the subsidiaries.

b.That each investment adviser to the subsidiaries complies with provisions of the Investment Company Act relating to investment advisory contracts (Section 15) as an investment adviser to the Company under Section 2(a)(20) of the Investment Company Act. The investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Company and the subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Company’s and the subsidiary’s investment advisory agreements may be combined.

c.That each subsidiary complies with provisions relating to affiliated transactions and custody (Section 57). Also, please identify the custodian of the subsidiary.

d.The basis for determining that undistributed income derived from the subsidiary is qualifying income, such as an opinion of counsel.

e.Any of the subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Company. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the fund and the subsidiary.

Please confirm in correspondence that the financial statements of the subsidiary will be consolidated with those of the Company. Please also confirm that: (1) the subsidiary’s management fee (including any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other Expenses” in the Company’s fee table; (2) the subsidiary, if organized and operating outside the United States, and its board of directors will agree to designate an agent for service of process in the United States; and (3) the subsidiary and its board of directors will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.

 Lisa Larkin, Senior Counsel

May 13, 2021

Page 3

Response: The Company respectfully advises the Staff on a supplemental basis that the wholly owned subsidiaries of the Company are domestic subsidiaries, rather than foreign subsidiaries that would require the disclosure set forth in bullets a-e.

In addition, the Company confirms that (1) the subsidiary’s management fee (including any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other Expenses” in the Company’s fee table; (2) the subsidiary, if organized and operating outside the United States, and its board of directors will agree to designate an agent for service of process in the United States; and (3) the subsidiary and its board of directors will agree to inspection by the Staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules thereunder.

Page 6 – Investment Objective and Portfolio

5.In the fifth line of the first paragraph, disclosure states that the Company will predominantly target investments in U.S. middle market businesses. Please disclose whether the Company may make investments in foreign securities, including emerging markets, and if so, disclose the risks of such investments, as applicable.

Response: The Company respectfully advises the Staff on a supplemental basis that the Company does not currently expect to make investments in foreign securities.

6.In the sixth and seventh lines of the first paragraph, disclosure states, “We will also be permitted to make protective investments…” Please disclose in plain English how the Company defines “protective investments.”

Response: The Company has revised the fourth full paragraph of page 7 of the Registration Statement in response to the Staff’s comment.

7.In the ninth line of the first paragraph, disclosure states, “The Company will focus on privately originated debt to performing U.S. middle market companies.” Please disclose in plain English what qualifies as a “performing” middle market company and “privately originated debt.” Please also make clear that the companies issuing this debt will generally be eligible portfolio companies as described below in the Registration Statement.

Response: The Company has revised the fourth full paragraph of page 7 of the Registration Statement in response to the Staff’s comment.

Page 7 – Investment Criteria

8.In the sixth bullet point, disclosure states that Target Portfolio Companies will typically exhibit characteristics, such as “strong recurring revenue or “re-occurring” revenue, with good visibility of backlog and revenue.” Please define “good visibility of backlog and revenue” using plain English.

Response: The Company has revised the sixth bullet point on page 8 of the Registration Statement in response to the Staff’s comment.

Page 10 – Unitranche Loans

9.In the first line of the second paragraph, disclosure states, “In addition, from time to time we may also enter into revolving credit facilities, bridge financing commitments, delayed draw commitments or other commitments which can result in providing future financing to a Portfolio Company.” Please explain to us whether the Company will make capital commitments

 Lisa Larkin, Senior Counsel

May 13, 2021

Page 4

that may be unfunded for some period of time. If so, please explain to us whether the Company will treat its unfunded commitments as senior securities under section 61 of the Investment Company Act. If the Company will have unfunded commitments that it will not treat as senior securities, please provide us with a representation that the Company reasonably believes that its assets will provide adequate cover to allow it to satisfy its future unfunded investment commitments, and include an explanation as to why the Company believes it will be able to cover its future unfunded investment commitments.

Response: The Company respectfully advises the Staff on a supplemental basis that it may in the future make capital commitments that may be unfunded for some period of time. The Company intends to maintain assets sufficient to cover any such unfunded commitment. The Company represents that, for purposes of determining the asset coverage requirements contained in Section 61 of the 1940 Act, the Company will treat its unfunded commitments as senior securities. The Company will maintain sufficient cash and/or borrowing capacity to cover the value of its unfunded commitments. The Company expects to fund any future unfunded commitments from drawdowns of capital commitments, advances from a credit facility, segregated assets or other sources consistent with SEC rules and regulations and related Staff interpretations.

Page 10 – Investment Selection and Process

10.The first sentence states that the investment process consists of four distinct phases. However, it appears that disclosure describes three phases: Origination, Credit Evaluation, and Execution. Please address the inconsistency.

Response: The Company respectfully advises the Staff on a supplemental basis that the fourth phase is portfolio company monitoring, which is described on page 12 of the Initial Registration Statement and on page 13 of the Registration Statement.

Page 14 – Fourth Column Titled “Ongoing”

11.In connection with the discussion about the monitoring approach employed by the Senior Loan Investment Team, disclosure states that the team will “monitor ESG risks, concerns and opportunities.” This is the first time that disclosure refers to ESG, and it is unclear what role ESG plays in the Company’s investments. Please add appropriate disclosure throughout the registration statement that addresses the Company’s definition of ESG, as well as the related strategies and risks.

Response: The Company has revised page 15 of the Registration Statement to delete the disclosure relating to the team monitoring ESG risks, concerns and opportunities. The Company respectfully advises the Staff on a supplemental basis that monitoring ESG risk is one of many factors considered as part of the Senior Loan Investment Team’s assessment of investment opportunities but is not being used an investment screening tool.

Page 16 – Valuation of Portfolio Investments

12.Staff notes that valuation related disclosure states “For all valuations, the Audit Committee of our Board (the “Audit Committee”), which consists solely of directors who are not ‘‘interested persons’’ of the Company, as such term is used under the 1940 Act (the ‘‘Independent Directors’’), will review these preliminary valuations and our Board, a majority of whom are Independent Directors, will discuss the valuations and determine the fair value of each investment in the portfolio in good faith; provided, however, that to the extent our assets are treated as ‘‘plan assets’’ for purposes of ERISA, the Sub-Administrator will determine valuations using only those valuation methodologies reviewed and approved by the Audit Committee and our Board, and our Board will accept such valuations prepared by the Sub-Administrator in accordance therewith.” In addition, disclosure on page 48 further

 Lisa Larkin, Senior Counsel

May 13, 2021

Page 5

states that, “Under such circumstances, the valuations of such third-party and unaffiliated valuations firms must be used without adjustment. (emphasis added)”

Please modify the disclosures referenced above and any other similar valuation related disclosure, as appropriate, to, for the avoidance of doubt, make it clear that valuations prepared by the Sub-Administrator will be used without adjustment only to the extent that the Board (or its designated Committee) consider the determinations representative of fair value in good faith.

Response: The Company has revised page 49 of the Registration Statement in response to the Staff’s comment.

Page 23 – Failure to Qualify as a RIC

13.In the last line of the first paragraph, disclosure states, “Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.” Please define “return of capital” using plain English.

Response: The Company has revised page 24 of the Registration Statement in response to the Staff’s comment.

Page 33 – Management Fee

14.Please provide disclosure of the accounting policy for management fees, related “Withheld Amounts” and the measurement of impairments in accordance with ASC Topic 310-10-35.

In relation to disclosure included in the third paragraph discussing “Withheld Amounts,” please confirm that the recoupment period for “Withheld Amounts” is limited to three years from the date of any reductions and include disclosure describing the operation of the recoupment and its impact on the rate of management fee rate paid in a period subsequent to the recoupment. If, however, a liability for the payment of management fees related to “Withheld Amounts” is recorded, please confirm if there are any additional criteria (e.g. end of the Investment Period), other than those disclosed, that trigger the payment or waiver of these amounts.

Response: The Company has revised page 34 of the Registration Statement in response to the Staff’s comment. The Company respectfully advises the Staff on a supplemental basis that the recoupment period relating to the Withheld Amounts (as defined in the Registration Statement) is limited to three years from the date of any reductions.

15.In the second par