Correspondence 0001398344-24-009103 from Cascade Private Capital Fund (CIK 0001864609)
Cascade Private Capital Fund (CIK 0001864609)
Date: May 9, 2024 · CIK: 0001864609 · Accession: 0001398344-24-009103
AI Filing Summary & Sentiment
File numbers found in text: 333-277947, 811-23700
Letter
VIA EDGAR TRANSMISSION Washington, D.C. 20549 Attention: Lauren Hamilton Re: Cascade Private Capital Fund (the “Fund” or the “Registrant”) (File Nos. 333-277947; 811-23700); Response to Comments on N-2
Dear Ms. Hamilton:
This letter responds to the Staff’s comments that you provided via phone on April 26, 2024, in connection with your review of the Fund’s registration statement filing under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”) on Form N-2 on March 14, 2024 (“Registration Statement”). The revised exhibit will be filed in an amendment (the “Amendment”) to the Fund’s Registration Statement, and the changes to the Fund’s disclosure discussed below will be reflected in a revised prospectus and statement of additional information filed pursuant to Rule 424 under the 1933 Act.
For your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
Prospectus
1. In footnote 3 to the table under “Summary of Fund Expenses,” please disclose that future Acquired Fund Fees and Expenses may be substantially higher or lower because certain fees are based on the performance of acquired funds, which may fluctuate over time.
The Registrant will add the following before the last sentence of footnote 3 to the table under “Summary of Fund Expenses”:
“Future acquired funds’ fees and expenses may be substantially higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate over time.”
2. With reference to “General Risks – Risks Relating to Accounting, Auditing and Financial Reporting, Etc.” on page 37, Please describe to us in correspondence the due diligence processes and procedures the Adviser plans to institute regarding the concerns outlined in this paragraph and those, if any, the Fund plans to implement.
Please also include disclosure within this risk that addresses (a) the Fund’s reliance on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential return from investing in privately-held companies; (b) that privately-held companies and their financial information will generally not be subject to the Sarbanes-Oxley Act of 2002 and other rules and regulations that govern public companies; and (c) if the Fund is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and the Fund may lose money on Fund investments.
The Adviser’s due diligence process for investing in countries with less stringent legal, regulatory, and accounting standards will entail several key steps. Firstly, a comprehensive assessment of each country's political stability, legal framework, regulatory oversight, and financial market transparency is conducted to gauge country-specific risks. Legal and Compliance are engaged to evaluate compliance requirements and identify potential legal or regulatory hurdles. Financial statements of potential investments are analyzed by accounting professionals, adjusting for variations from GAAP standards. Thorough due diligence on privately held companies is performed, focusing on financial health, management quality, and corporate governance practices. Risk management strategies are developed to mitigate risks, including diversification, hedging, and ongoing monitoring. The capability of the Adviser to gather adequate information and conduct thorough due diligence is assessed, and monitoring and reporting mechanisms are established. Escalation channels will be used for addressing discrepancies or incomplete information, and the due diligence process is continually reviewed and updated to adapt to changing regulatory requirements and market conditions, ensuring informed investment decisions and risk mitigation. This due diligence process will be implemented by the Adviser, not the Fund.
The Registrant will revise the above-referenced paragraph to read as follows (added text underlined; deleted text struck through):
“Risks Relating to Accounting, Auditing and Financial Reporting, Etc. The legal, regulatory, disclosure, accounting, auditing and reporting standards in certain of the countries in which Fund Investments (both direct and indirect) may be made may be less stringent and may not provide the same degree of protection or information to investors as would generally apply in the United States. Although the Fund uses GAAP, the assets, liabilities, profits and losses appearing in published financial statements of the Fund Investments may not reflect their financial position or operating results as they would be reflected under GAAP. Accordingly, the NAV of the Fund published from time to time may not accurately reflect a realistic value for any or all of the investments. In addition, privately held companies may not have third-party debt ratings or audited financial statements. As a result, the Fund must rely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in a privately held company. These companies and their financial information will generally not be subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and other rules and regulations that govern public companies. If the Fund is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and the Fund may lose money on Fund Investments. Finally, cCertain investments of a Portfolio Fund may be in portfolio companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. Accordingly, information supplied to the Fund and the Portfolio Funds may be incomplete, inaccurate and/or significantly delayed. The Portfolio Funds may therefore be unable to take or influence timely actions necessary to rectify management deficiencies in such portfolio companies, which may ultimately have an adverse impact on the NAV of the Fund.”
Exhibits
3. The Staff notes that the 1933 Act file number that is referenced in the consent of the prior independent registered public accounting firm does not match the file number under which this Registration Statement was filed. Please file an updated consent.
The Registrant will file an updated consent of the Fund’s prior independent registered public accounting firm as an exhibit to a subsequent amendment to its registration Statement.
We trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (215) 988-3328, or in my absence, to Joshua Deringer at (215) 988-2959.
Sincerely,
/s/ Andrew E. Seaberg
Show Raw Text
CORRESP
1
filename1.htm
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
Phone: (215) 988-2700
Fax: (215) 988-2757
www.faegredrinker.com
May 9, 2024
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lauren Hamilton
Re: Cascade Private Capital Fund (the “Fund” or the
“Registrant”) (File Nos.
333-277947; 811-23700); Response to Comments on N-2
Dear Ms. Hamilton:
This letter responds
to the Staff’s comments that you provided via phone on April 26, 2024, in connection with your review of the Fund’s registration
statement filing under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as
amended (the “1940 Act”) on Form N-2 on March 14, 2024 (“Registration Statement”). The revised exhibit will be
filed in an amendment (the “Amendment”) to the Fund’s Registration Statement, and the changes to the Fund’s disclosure
discussed below will be reflected in a revised prospectus and statement of additional information filed pursuant to Rule 424 under the
1933 Act.
For your convenience,
we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
Prospectus
1. In footnote 3 to the table under “Summary of Fund Expenses,” please disclose that future
Acquired Fund Fees and Expenses may be substantially higher or lower because certain fees are based on the performance of acquired funds,
which may fluctuate over time.
The Registrant will add the following before
the last sentence of footnote 3 to the table under “Summary of Fund Expenses”:
1
“Future acquired funds’ fees
and expenses may be substantially higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate
over time.”
2. With reference to “General Risks – Risks Relating to Accounting, Auditing and Financial
Reporting, Etc.” on page 37, Please describe to us in correspondence the due diligence processes and procedures the Adviser plans
to institute regarding the concerns outlined in this paragraph and those, if any, the Fund plans to implement.
Please also include disclosure within this risk that addresses (a) the Fund’s reliance on the ability of the Adviser to obtain adequate
information through due diligence to evaluate the creditworthiness and potential return from investing in privately-held companies; (b)
that privately-held companies and their financial information will generally not be subject to the Sarbanes-Oxley Act of 2002 and other
rules and regulations that govern public companies; and (c) if the Fund is unable to uncover all material information about these companies,
it may not make a fully informed investment decision, and the Fund may lose money on Fund investments.
The Adviser’s due diligence process for
investing in countries with less stringent legal, regulatory, and accounting standards will entail several key steps. Firstly, a comprehensive
assessment of each country's political stability, legal framework, regulatory oversight, and financial market transparency is conducted
to gauge country-specific risks. Legal and Compliance are engaged to evaluate compliance requirements and identify potential legal or
regulatory hurdles. Financial statements of potential investments are analyzed by accounting professionals, adjusting for variations from
GAAP standards. Thorough due diligence on privately held companies is performed, focusing on financial health, management quality, and
corporate governance practices. Risk management strategies are developed to mitigate risks, including diversification, hedging, and ongoing
monitoring. The capability of the Adviser to gather adequate information and conduct thorough due diligence is assessed, and monitoring
and reporting mechanisms are established. Escalation channels will be used for addressing discrepancies or incomplete information, and
the due diligence process is continually reviewed and updated to adapt to changing regulatory requirements and market conditions, ensuring
informed investment decisions and risk mitigation. This due diligence process will be implemented by the Adviser, not the Fund.
The Registrant will revise the above-referenced
paragraph to read as follows (added text underlined; deleted text struck through):
“Risks Relating to Accounting,
Auditing and Financial Reporting, Etc. The legal, regulatory, disclosure, accounting, auditing and reporting standards in certain
of the countries in which Fund Investments (both direct and indirect) may be made may be less stringent and may not provide the same degree
of protection or information to investors as would generally apply in the United States. Although the Fund uses GAAP, the assets, liabilities,
profits and losses appearing in published financial statements of the Fund Investments may not reflect their financial position or operating
results as they would be reflected under GAAP. Accordingly, the NAV of the Fund published from time to time may not accurately reflect
a realistic value for any or all of the investments. In addition, privately held companies may not have third-party debt ratings or
audited financial statements. As a result, the Fund must rely on the ability of the Adviser to obtain adequate information through due
diligence to evaluate the creditworthiness and potential returns from investing in a privately held company. These companies and their
financial information will generally not be subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and other
rules and regulations that govern public companies. If the Fund is unable to uncover all material information about these companies, it
may not make a fully informed investment decision, and the Fund may lose money on Fund Investments. Finally, cCertain
investments of a Portfolio Fund may be in portfolio companies that do not maintain internal management accounts or adopt financial budgeting,
internal audit or internal control procedures to standards normally expected of companies in the United States. Accordingly, information
supplied to the Fund and the Portfolio Funds may be incomplete, inaccurate and/or significantly delayed. The Portfolio Funds may therefore
be unable to take or influence timely actions necessary to rectify management deficiencies in such portfolio companies, which may ultimately
have an adverse impact on the NAV of the Fund.”
2
Exhibits
3. The Staff notes that the 1933 Act file number that is referenced in the consent of the prior independent
registered public accounting firm does not match the file number under which this Registration Statement was filed. Please file an updated
consent.
The Registrant will file
an updated consent of the Fund’s prior independent registered public accounting firm as an exhibit to a subsequent amendment to
its registration Statement.
We trust that the
foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (215) 988-3328,
or in my absence, to Joshua Deringer at (215) 988-2959.
Sincerely,
/s/ Andrew E. Seaberg
Andrew E. Seaberg
3