SEC Company Response from NC SLF Inc. (CIK 0001844684) — Oct 28, 2022
NC SLF Inc. (CIK 0001844684)
Date: Oct. 28, 2022 · CIK: 0001844684 · Accession: 0001628280-22-027327
AI Filing Summary & Sentiment
File numbers found in text: 811-23818
Referenced dates: May 13, 2021
Letter
Securities and Exchange Commission Division of Investment Management Washington, DC 20002 Re: NC SLF Inc. Registration Statement on Form N-2 File No. 811-23818
Dear Ms. Larkin:
On behalf of NC SLF Inc. (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 U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2022, regarding the Fund’s Registration Statement on Form N-2 (File No. 811-23818) (the “Registration Statement”) filed on August 19, 2022. The Staff’s comments are set forth below and are followed by the Fund’s responses. Where revisions to the Registration Statement are referenced in the responses set forth below, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 filed with the SEC on October 28, 2022 (the “Amended Registration Statement”). Capitalized terms used in this letter but not otherwise defined herein have the meanings specified in the Amended Registration Statement.
General
1.You state that you have filed the registration statement pursuant to the Investment Company Act of 1940 (“1940 Act”) and that shares are not being registered under the Securities Act of 1933 (“Securities Act”). Please add a facing sheet and omit references to the Securities Act on the facing sheet. See Paragraph 1 of “Instructions” in Form N-2.
Response: The Fund has revised the facing sheet of the Amended Registration Statement to reflect the Staff's comment.
Page i
2.In the sixth paragraph, disclosure states, “Purchasers of Shares of the Fund will become bound by the terms and conditions of the Charter.” Please revise “Purchases of Shares of the Fund will become bound by . . .” to “Shares of the Fund are subject to . . . .”
Response: The Fund has revised page ii of the Amended Registration Statement to reflect the Staff’s comment.
Page iii – Table of Contents
3.You have filed the registration statement under the 1940 Act only. Please revise the registration statement to align with General Instruction G.3. of Form N-2 (“A registration statement or an amendment to it that is filed under only the Investment Company Act shall consist of the facing sheet of the Form, responses to all items of Parts A and B except Items 1, 2, 3.2, 4, 5, 6, and 7 of Part A, responses to all items of Part C except Items 25.2.h, 25.2.l, 25.2.n, 25.2.o, and 25.2.s, required signatures, and all other documents that are
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required or which the Registrant may file as part of the registration statement.”). Please add cross-references to the Table of Contents so that an investor understands which Items are omitted or included and why. Please delete and/or integrate into an appropriate location in the registration statement Items that should be omitted, such as Item 3.2 (Summary and Summary of Terms and Conditions) and Item 7 (Use of Proceeds).
Response: The Fund has revised the Amended Registration Statement to reflect the Staff’s comment and the requirements under General Instruction G.3 of Form N-2.
Page 1 – Summary
4.In the first paragraph, please add disclosure under Item 8.2.a, 8.2.b.2, and 8.2.c of Form N-2. For example, please:
•State whether the Fund’s objective may be changed without a shareholder vote;
•Disclose the industry or group of industries in which the Fund does or will concentrate, and
•Identify the Fund’s fundamental investment policies within the meaning of sec. 8(b) of the 1940 Act.
Response: The Fund has revised page 1 of the Amended Registration Statement to include the disclosures requested in the Staff’s comment, including a cross-reference to disclosures identifying the Fund’s fundamental investment policies, including its concentration policy.
5.In the second paragraph, disclosure refers to “scalable revenues” and “performing” U.S. middle-market companies. Please describe these terms using clear and concise language.
Response: The Fund has revised the disclosure contained on page 1 of the Amended Registration Statement to reflect the Staff’s comment.
6.In the fourth paragraph, disclosure describes leverage and the Fund’s asset coverage requirements. As a closed-end fund, the Fund is now subject to a number of legal and accounting requirements that differ from, and in some cases are more restrictive than, the requirements the Fund was subject to as a business development company. Asset coverage is one example.
•Please explain supplementally the steps the Fund has taken to maintain compliance with legal and accounting requirements as a result of the Fund’s election to withdraw its status as a business development company and to register as a closed-end fund.
•Please disclose any anticipated changes in the Fund’s operations as a result of coming into compliance with non-business development company provisions of the 1940 Act.
Response: With regards to the steps the Fund has taken to maintain compliance with legal and accounting requirements related to its registration as a registered closed-end fund, the Fund respectfully advises on a supplemental basis that:
•during its tenure as a business development company (“BDC”), the Fund complied with the requirements incumbent upon closed-end funds as set forth in Section 18 of the 1940 Act, reporting an asset coverage ratio of 405.8% as of the second quarter ended June 30, 2022 (as reported in the Fund’s quarterly report on Form 10-Q filed with the SEC on August 5, 2022), and intends to continue to comply with Section 18 as a closed-end fund;
•it has not altered the composition of its Board of Directors (the “Board”), and accordingly is in compliance with the provisions contained in Section 10(a) of the 1940 Act;
•it has obtained exemptive relief from the SEC to transact with affiliates under Section 17 of the 1940 Act (as discussed in further detail in response to Comment #22 below); and
•as a 1940 Act registrant, the Fund is preparing the filing of the periodic disclosure documents incumbent upon registered closed-end funds, including the Fund’s annual reports on Form N-CEN, semi-annual reports on Form N-CSR, monthly portfolio investment reports on Form N-PORT, and an annual proxy voting report on Form N-PX.
With regards to the second bullet of this comment, the Fund has provided the requested disclosure in the first paragraph on page 2 of the Amended Registration Statement to reflect the Staff’s comment.
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Page 2 – The Private Offering
7.In the first paragraph, disclosure refers to the Fund’s “common shares of beneficial interest.” Please confirm that this statement is accurate. The Fund’s organizational documents refer to shares of common stock.
Response: The Fund has revised the disclosure contained on page 3 of the Amended Registration Statement to refer to the Fund’s common stock, rather than common shares of beneficial interest.
8.In the third paragraph, disclosure refers to the Fund’s ability to pursue one or any combination of remedies, as set forth in the Subscription Agreement, if an investor fails to honor its funding obligations. Please briefly summarize such remedies in this paragraph.
Response: The Fund has revised the disclosure contained on page 4 of the Amended Registration Statement to reflect the Staff’s comment.
Page 3 – Investment Period
9.In the second paragraph, disclosure refers to a “return of capital.” Please describe the term using clear and concise language.
Response: The Fund has revised the disclosure contained on page 4 of the Amended Registration Statement to reflect the Staff’s comment.
Page 4 – Summary of Terms and Conditions
10.In the first paragraph of the section titled, “The Fund,” disclosure states that the “Fund operated as a BDC until August 12, 2022, whereupon it withdrew its election to be regulated as a BDC pursuant to Section 54(c) of the 1940 Act and filed a notice of registration under Section 8 of the 1940 Act in order to register as a closed-end management investment company.” Please tell us whether and when the Fund obtained shareholder approval to cease being a business development company in accordance with section 58 of the 1940 Act.
Response: The Fund respectfully advises on a supplemental basis that, in accordance with Section 58 of the 1940 Act, it obtained the unanimous written consent of its stockholders to withdraw its election as a BDC on August 9, 2022.
Page 7 – Transfer Restrictions
11.Please add disclosure that explains whether the Fund will offer a share repurchase program. If the Fund will offer such a program, please add disclosure related to the program and accompanying risks.
Response: The Fund has revised page 74 of the Amended Registration Statement to indicate that the Fund does not currently intend to implement a share repurchase program.
Page 8 – The Fund is subject to risks related to its business and structure.
12.In the eleventh bullet point, disclosure refers to environmental, social, and governance (“ESG”) factors that may adversely affect the Fund’s business or those of its portfolio companies. Such risks are also mentioned on page 44 of the prospectus. However, it is unclear whether the disclosure is referring to external and independent ESG factors that might affect the Fund’s or portfolio companies’ business or to ESG factors that the Fund applies as part of its investment strategies, or both. Please clarify what you mean.
Response: The Fund has revised the disclosures related to ESG contained in the summary risk factors list located on page 5 in the “General Description of the Registrant” section (as the integrated language from the “Summary of Terms and Conditions” section in the Registration Statement pursuant to edits made in response to Comment #3) of the Amended Registration Statement, as well as the disclosure located on page 50 of the “Risk Factors” section of the Amended Registration Statement, to reflect the Staff’s comment. In
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addition, the Fund has added disclosure relating to the ESG policy applicable to the Fund on page 12 of the Amended Registration Statement.
Page 9 – The Fund is subject to risks related to its operations.
13.In the sixth bullet point, disclosure refers to the Fund’s exposure to industries. Please revise the registration statement to clarify whether the Fund will or will not concentrate. For example, the Fund’s most recent annual report states that it invested 27.8% of its assets in the “Services: Business” industry. Please add disclosure regarding the Fund’s fundamental investment restriction regarding industry concentration. See Item 8.2. and Item 17 of Form N-2.
Response: Pursuant to Section 8(b) of the 1940 Act, the Fund has adopted the following fundamental investment policy with respect to concentration:
The Fund may not invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in a particular industry or group of industries; provided that securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt securities of governments or their political subdivisions will not be considered to represent an industry.
In order to comply with the concentration policy and in connection with the Fund’s registration as a closed-end fund, the Fund will determine industries by reference to the S&P Global industry classification as it may be amended from time to time. Based upon the S&P Global classification standard, the Fund does not currently, nor did it as of June 30, 2022, invest more than 25% of its total assets in any particular industry. As a result, the disclosures in the Fund’s annual report on Form 10-K and quarterly reports on Form 10-Q cited by the Staff do not reflect the Fund’s current classification standard.
Page 10 – Summary of Fund Expenses
14.Please align the fee table formatting with the requirements of Item 3.1 of Form N-2. For example, please ensure proper indentation, bold captions, etc.
Response: The Fund has revised the Summary of Fund Expenses table on page 7 of the Amended Registration Statement to reflect the Staff’s comment.
15.In footnote 2, disclosure states that the Fund will not incur any leverage, other than the Subscription Facility. Please disclose the effects of the use of leverage as required by Item 8.3.a. of Form N-2.
Response: The Fund has amended the disclosure located on page 46 of the “Risk Factors” section of the Amended Registration Statement to include the disclosure required by Item 8.3.a of Form N-2, and has included a cross-reference to such disclosure in footnote 2 on page 7 of the “Summary of Fund Expenses” section of the Amended Registration Statement.
16.Please consider modifying footnote 1 to help the reader better understand the assumptions of the management fee estimate, which, as Staff understands it, is that the management fee, expressed as a percentage of net assets, in the Summary of Fund Expenses is based on the actual management fee incurred for the six months ended June 30, 2022, adjusted to reflect the new management fee schedule approved on August 9, 2022. The footnote to this line item may disclose the management fee as a percentage of gross assets. Please include in the footnote a cross-reference to a discussion of the Item 9.1.b. discussion of the management fee. The Item 9.1.b. discussion should disclose the management fee as a percentage of average net assets as well as gross assets. See Item 3, Instr. 7 and Item 9.1.b.3., Instrs. 1 and 2 of Form N-2.
Response: The Fund has amended the disclosure in footnote 1 on page 7 of the Annual Expenses fee table in the “Summary of Fund Expenses” section of the Amended Registration Statement, as well as the cross-referenced sections included therein and located on pages 2-3 and 26-28 of the Amended Registration Statement, to reflect the Staff’s comment. The Fund respectfully acknowledges the Staff's comment that the footnote to this line item may disclose the management fee as a percentage of gross assets. The Fund respectfully advises the Staff on a supplemental basis that, pursuant to the Investment Management Agreement, the Management Fee is based on the Fund’s Average Total Assets, which, pursuant to its terms,
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excludes cash and cash equivalents and undrawn Capital Commitments but includes assets financed using leverage. As a result, the Management Fee disclosed as a percentage of gross assets is not applicable.
17.Notwithstanding the sophisticated nature of the Fund’s investors, management fee adjustments for “withheld amounts” are complex and should be supported by examples that demonstrate their operation and subsequent reversal. Staff notes the Fund’s response in correspondence dated May 13, 2021 to a similar request and in that regard would like to clarify that Staff is not requesting the Fund to speculate as to future outcomes but to provide worked examples.
Response: The Fund respectfully advises the Staff on a supplemental basis that the Fund and the Adviser has entered into an amended and restated investment management agreement (the "Amended Investment Management Agreement"), pursua
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CORRESP 1 filename1.htm Document Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.383.0278 F: +1 202.637.3593 payamsiadatpour@eversheds-sutherland.com October 28, 2022 Lisa N. 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 N-2 File No. 811-23818 Dear Ms. Larkin: On behalf of NC SLF Inc. (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 U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2022, regarding the Fund’s Registration Statement on Form N-2 (File No. 811-23818) (the “Registration Statement”) filed on August 19, 2022. The Staff’s comments are set forth below and are followed by the Fund’s responses. Where revisions to the Registration Statement are referenced in the responses set forth below, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 filed with the SEC on October 28, 2022 (the “Amended Registration Statement”). Capitalized terms used in this letter but not otherwise defined herein have the meanings specified in the Amended Registration Statement. General 1.You state that you have filed the registration statement pursuant to the Investment Company Act of 1940 (“1940 Act”) and that shares are not being registered under the Securities Act of 1933 (“Securities Act”). Please add a facing sheet and omit references to the Securities Act on the facing sheet. See Paragraph 1 of “Instructions” in Form N-2. Response: The Fund has revised the facing sheet of the Amended Registration Statement to reflect the Staff's comment. Page i 2.In the sixth paragraph, disclosure states, “Purchasers of Shares of the Fund will become bound by the terms and conditions of the Charter.” Please revise “Purchases of Shares of the Fund will become bound by . . .” to “Shares of the Fund are subject to . . . .” Response: The Fund has revised page ii of the Amended Registration Statement to reflect the Staff’s comment. Page iii – Table of Contents 3.You have filed the registration statement under the 1940 Act only. Please revise the registration statement to align with General Instruction G.3. of Form N-2 (“A registration statement or an amendment to it that is filed under only the Investment Company Act shall consist of the facing sheet of the Form, responses to all items of Parts A and B except Items 1, 2, 3.2, 4, 5, 6, and 7 of Part A, responses to all items of Part C except Items 25.2.h, 25.2.l, 25.2.n, 25.2.o, and 25.2.s, required signatures, and all other documents that are 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. Securities and Exchange Commission October 28, 2022 Page 2 required or which the Registrant may file as part of the registration statement.”). Please add cross-references to the Table of Contents so that an investor understands which Items are omitted or included and why. Please delete and/or integrate into an appropriate location in the registration statement Items that should be omitted, such as Item 3.2 (Summary and Summary of Terms and Conditions) and Item 7 (Use of Proceeds). Response: The Fund has revised the Amended Registration Statement to reflect the Staff’s comment and the requirements under General Instruction G.3 of Form N-2. Page 1 – Summary 4.In the first paragraph, please add disclosure under Item 8.2.a, 8.2.b.2, and 8.2.c of Form N-2. For example, please: •State whether the Fund’s objective may be changed without a shareholder vote; •Disclose the industry or group of industries in which the Fund does or will concentrate, and •Identify the Fund’s fundamental investment policies within the meaning of sec. 8(b) of the 1940 Act. Response: The Fund has revised page 1 of the Amended Registration Statement to include the disclosures requested in the Staff’s comment, including a cross-reference to disclosures identifying the Fund’s fundamental investment policies, including its concentration policy. 5.In the second paragraph, disclosure refers to “scalable revenues” and “performing” U.S. middle-market companies. Please describe these terms using clear and concise language. Response: The Fund has revised the disclosure contained on page 1 of the Amended Registration Statement to reflect the Staff’s comment. 6.In the fourth paragraph, disclosure describes leverage and the Fund’s asset coverage requirements. As a closed-end fund, the Fund is now subject to a number of legal and accounting requirements that differ from, and in some cases are more restrictive than, the requirements the Fund was subject to as a business development company. Asset coverage is one example. •Please explain supplementally the steps the Fund has taken to maintain compliance with legal and accounting requirements as a result of the Fund’s election to withdraw its status as a business development company and to register as a closed-end fund. •Please disclose any anticipated changes in the Fund’s operations as a result of coming into compliance with non-business development company provisions of the 1940 Act. Response: With regards to the steps the Fund has taken to maintain compliance with legal and accounting requirements related to its registration as a registered closed-end fund, the Fund respectfully advises on a supplemental basis that: •during its tenure as a business development company (“BDC”), the Fund complied with the requirements incumbent upon closed-end funds as set forth in Section 18 of the 1940 Act, reporting an asset coverage ratio of 405.8% as of the second quarter ended June 30, 2022 (as reported in the Fund’s quarterly report on Form 10-Q filed with the SEC on August 5, 2022), and intends to continue to comply with Section 18 as a closed-end fund; •it has not altered the composition of its Board of Directors (the “Board”), and accordingly is in compliance with the provisions contained in Section 10(a) of the 1940 Act; •it has obtained exemptive relief from the SEC to transact with affiliates under Section 17 of the 1940 Act (as discussed in further detail in response to Comment #22 below); and •as a 1940 Act registrant, the Fund is preparing the filing of the periodic disclosure documents incumbent upon registered closed-end funds, including the Fund’s annual reports on Form N-CEN, semi-annual reports on Form N-CSR, monthly portfolio investment reports on Form N-PORT, and an annual proxy voting report on Form N-PX. With regards to the second bullet of this comment, the Fund has provided the requested disclosure in the first paragraph on page 2 of the Amended Registration Statement to reflect the Staff’s comment. Securities and Exchange Commission October 28, 2022 Page 3 Page 2 – The Private Offering 7.In the first paragraph, disclosure refers to the Fund’s “common shares of beneficial interest.” Please confirm that this statement is accurate. The Fund’s organizational documents refer to shares of common stock. Response: The Fund has revised the disclosure contained on page 3 of the Amended Registration Statement to refer to the Fund’s common stock, rather than common shares of beneficial interest. 8.In the third paragraph, disclosure refers to the Fund’s ability to pursue one or any combination of remedies, as set forth in the Subscription Agreement, if an investor fails to honor its funding obligations. Please briefly summarize such remedies in this paragraph. Response: The Fund has revised the disclosure contained on page 4 of the Amended Registration Statement to reflect the Staff’s comment. Page 3 – Investment Period 9.In the second paragraph, disclosure refers to a “return of capital.” Please describe the term using clear and concise language. Response: The Fund has revised the disclosure contained on page 4 of the Amended Registration Statement to reflect the Staff’s comment. Page 4 – Summary of Terms and Conditions 10.In the first paragraph of the section titled, “The Fund,” disclosure states that the “Fund operated as a BDC until August 12, 2022, whereupon it withdrew its election to be regulated as a BDC pursuant to Section 54(c) of the 1940 Act and filed a notice of registration under Section 8 of the 1940 Act in order to register as a closed-end management investment company.” Please tell us whether and when the Fund obtained shareholder approval to cease being a business development company in accordance with section 58 of the 1940 Act. Response: The Fund respectfully advises on a supplemental basis that, in accordance with Section 58 of the 1940 Act, it obtained the unanimous written consent of its stockholders to withdraw its election as a BDC on August 9, 2022. Page 7 – Transfer Restrictions 11.Please add disclosure that explains whether the Fund will offer a share repurchase program. If the Fund will offer such a program, please add disclosure related to the program and accompanying risks. Response: The Fund has revised page 74 of the Amended Registration Statement to indicate that the Fund does not currently intend to implement a share repurchase program. Page 8 – The Fund is subject to risks related to its business and structure. 12.In the eleventh bullet point, disclosure refers to environmental, social, and governance (“ESG”) factors that may adversely affect the Fund’s business or those of its portfolio companies. Such risks are also mentioned on page 44 of the prospectus. However, it is unclear whether the disclosure is referring to external and independent ESG factors that might affect the Fund’s or portfolio companies’ business or to ESG factors that the Fund applies as part of its investment strategies, or both. Please clarify what you mean. Response: The Fund has revised the disclosures related to ESG contained in the summary risk factors list located on page 5 in the “General Description of the Registrant” section (as the integrated language from the “Summary of Terms and Conditions” section in the Registration Statement pursuant to edits made in response to Comment #3) of the Amended Registration Statement, as well as the disclosure located on page 50 of the “Risk Factors” section of the Amended Registration Statement, to reflect the Staff’s comment. In Securities and Exchange Commission October 28, 2022 Page 4 addition, the Fund has added disclosure relating to the ESG policy applicable to the Fund on page 12 of the Amended Registration Statement. Page 9 – The Fund is subject to risks related to its operations. 13.In the sixth bullet point, disclosure refers to the Fund’s exposure to industries. Please revise the registration statement to clarify whether the Fund will or will not concentrate. For example, the Fund’s most recent annual report states that it invested 27.8% of its assets in the “Services: Business” industry. Please add disclosure regarding the Fund’s fundamental investment restriction regarding industry concentration. See Item 8.2. and Item 17 of Form N-2. Response: Pursuant to Section 8(b) of the 1940 Act, the Fund has adopted the following fundamental investment policy with respect to concentration: The Fund may not invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in a particular industry or group of industries; provided that securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt securities of governments or their political subdivisions will not be considered to represent an industry. In order to comply with the concentration policy and in connection with the Fund’s registration as a closed-end fund, the Fund will determine industries by reference to the S&P Global industry classification as it may be amended from time to time. Based upon the S&P Global classification standard, the Fund does not currently, nor did it as of June 30, 2022, invest more than 25% of its total assets in any particular industry. As a result, the disclosures in the Fund’s annual report on Form 10-K and quarterly reports on Form 10-Q cited by the Staff do not reflect the Fund’s current classification standard. Page 10 – Summary of Fund Expenses 14.Please align the fee table formatting with the requirements of Item 3.1 of Form N-2. For example, please ensure proper indentation, bold captions, etc. Response: The Fund has revised the Summary of Fund Expenses table on page 7 of the Amended Registration Statement to reflect the Staff’s comment. 15.In footnote 2, disclosure states that the Fund will not incur any leverage, other than the Subscription Facility. Please disclose the effects of the use of leverage as required by Item 8.3.a. of Form N-2. Response: The Fund has amended the disclosure located on page 46 of the “Risk Factors” section of the Amended Registration Statement to include the disclosure required by Item 8.3.a of Form N-2, and has included a cross-reference to such disclosure in footnote 2 on page 7 of the “Summary of Fund Expenses” section of the Amended Registration Statement. 16.Please consider modifying footnote 1 to help the reader better understand the assumptions of the management fee estimate, which, as Staff understands it, is that the management fee, expressed as a percentage of net assets, in the Summary of Fund Expenses is based on the actual management fee incurred for the six months ended June 30, 2022, adjusted to reflect the new management fee schedule approved on August 9, 2022. The footnote to this line item may disclose the management fee as a percentage of gross assets. Please include in the footnote a cross-reference to a discussion of the Item 9.1.b. discussion of the management fee. The Item 9.1.b. discussion should disclose the management fee as a percentage of average net assets as well as gross assets. See Item 3, Instr. 7 and Item 9.1.b.3., Instrs. 1 and 2 of Form N-2. Response: The Fund has amended the disclosure in footnote 1 on page 7 of the Annual Expenses fee table in the “Summary of Fund Expenses” section of the Amended Registration Statement, as well as the cross-referenced sections included therein and located on pages 2-3 and 26-28 of the Amended Registration Statement, to reflect the Staff’s comment. The Fund respectfully acknowledges the Staff's comment that the footnote to this line item may disclose the management fee as a percentage of gross assets. The Fund respectfully advises the Staff on a supplemental basis that, pursuant to the Investment Management Agreement, the Management Fee is based on the Fund’s Average Total Assets, which, pursuant to its terms, Securities and Exchange Commission October 28, 2022 Page 5 excludes cash and cash equivalents and undrawn Capital Commitments but includes assets financed using leverage. As a result, the Management Fee disclosed as a percentage of gross assets is not applicable. 17.Notwithstanding the sophisticated nature of the Fund’s investors, management fee adjustments for “withheld amounts” are complex and should be supported by examples that demonstrate their operation and subsequent reversal. Staff notes the Fund’s response in correspondence dated May 13, 2021 to a similar request and in that regard would like to clarify that Staff is not requesting the Fund to speculate as to future outcomes but to provide worked examples. Response: The Fund respectfully advises the Staff on a supplemental basis that the Fund and the Adviser has entered into an amended and restated investment management agreement (the "Amended Investment Management Agreement"), pursua