SEC Company Response from Oaktree Gardens OLP, LLC (CIK 0001974793) — Jan 27, 2026
Oaktree Gardens OLP, LLC (CIK 0001974793)
Date: Jan. 27, 2026 · CIK: 0001974793 · Accession: 0001193125-26-024891
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 814-01633
Letter
United States United States Securities and Exchange Commission Division of Investment Management Attn: Nicolina McCarthy Re: Oaktree Gardens OLP, LLC Annual Report on Form 10-K for the fiscal year ended September 30, File No. 814-01633
Dear Ladies and Gentlemen:
On behalf of Oaktree Gardens OLP, LLC, a Delaware limited liability company (the “Fund”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Fund’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on December 18, 2025, in a call on January 16, 2026 between Nicolina McCarthy of the Staff and William J. Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Fund. For your convenience, a transcription of the Staff’s comments is included in this letter, with each comment followed by the Fund’s response.
1. Please review and confirm the accuracy of footnote (c) to the significant unobservable inputs for Level 3 investments table on page 98 of the filing.
Response: The Fund respectfully submits that it will confirm the usage of all footnotes in the Level 3 investments table in its future filings.
2. Please describe the active markets referenced as a basis for determining a Level 1 fair value measurement categorization attributed to cash equivalents. In your response, please confirm if cross-trades were executed in any of these securities during the relevant period pursuant to Rule 17a-7 of the Investment Company Act of 1940, as amended.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Philadelphia Riyadh Salt Lake City Shanghai
United States Securities and Exchange Commission
January 27, 2026
Page
Response: The Fund’s cash equivalents as of September 30, 2025 consisted of investments in two money market funds. In future filings, the Fund will identify the active markets used as a basis for determining that its cash equivalents are categorized as Level 1. The Fund, as well as other funds that are managed by an affiliate of the Fund’s investment adviser, actively transact in these money market funds on a daily basis. The Fund does not engage in cross-trades pursuant to Rule 17a-7 of the Investment Company Act of 1940, as amended.
3. Item 105(b) of Regulation S-K requires a series of concise bulleted or numbered statements that is no more than two pages summarizing the principal factors that make the registrant or offering speculative or risky in the forepart of the annual report if the discussion of risks is longer than 15 pages. We note that the summary is longer than two pages and/or repeats each risk, rather than summarizing the risks. Please correct in future filings.
Response: The Fund respectfully submits that it included a summary of risk factors on page 24 of the filing. In future filings, the Fund will review the formatting and presentation of such summary to ensure that it is appropriately prominent and does not repeat each risk, rather than summarizing the risks.
* * * * * * *
If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com) or Erin M. Lett by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle, P.C.
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CORRESP 1 filename1.htm CORRESP 1301 Pennsylvania Avenue, N.W. Washington, D.C. 20004 William J. Tuttle, P.C. United States To Call Writer Directly: Facsimile: +1 202 389 3350 +1 202 389 5000 +1 202 389 5200 william.tuttle@kirkland.com www.kirkland.com January 27, 2026 By EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicolina McCarthy Re: Oaktree Gardens OLP, LLC Annual Report on Form 10-K for the fiscal year ended September 30, 2025 File No. 814-01633 Dear Ladies and Gentlemen: On behalf of Oaktree Gardens OLP, LLC, a Delaware limited liability company (the “Fund”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Fund’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on December 18, 2025, in a call on January 16, 2026 between Nicolina McCarthy of the Staff and William J. Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Fund. For your convenience, a transcription of the Staff’s comments is included in this letter, with each comment followed by the Fund’s response. 1. Please review and confirm the accuracy of footnote (c) to the significant unobservable inputs for Level 3 investments table on page 98 of the filing. Response: The Fund respectfully submits that it will confirm the usage of all footnotes in the Level 3 investments table in its future filings. 2. Please describe the active markets referenced as a basis for determining a Level 1 fair value measurement categorization attributed to cash equivalents. In your response, please confirm if cross-trades were executed in any of these securities during the relevant period pursuant to Rule 17a-7 of the Investment Company Act of 1940, as amended. Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Philadelphia Riyadh Salt Lake City Shanghai United States Securities and Exchange Commission January 27, 2026 Page 2 Response: The Fund’s cash equivalents as of September 30, 2025 consisted of investments in two money market funds. In future filings, the Fund will identify the active markets used as a basis for determining that its cash equivalents are categorized as Level 1. The Fund, as well as other funds that are managed by an affiliate of the Fund’s investment adviser, actively transact in these money market funds on a daily basis. The Fund does not engage in cross-trades pursuant to Rule 17a-7 of the Investment Company Act of 1940, as amended. 3. Item 105(b) of Regulation S-K requires a series of concise bulleted or numbered statements that is no more than two pages summarizing the principal factors that make the registrant or offering speculative or risky in the forepart of the annual report if the discussion of risks is longer than 15 pages. We note that the summary is longer than two pages and/or repeats each risk, rather than summarizing the risks. Please correct in future filings. Response: The Fund respectfully submits that it included a summary of risk factors on page 24 of the filing. In future filings, the Fund will review the formatting and presentation of such summary to ensure that it is appropriately prominent and does not repeat each risk, rather than summarizing the risks. * * * * * * * If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com) or Erin M. Lett by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com). Thank you for your cooperation and attention to this matter. Sincerely, /s/ William J. Tuttle, P.C. William J. Tuttle, P.C. cc: Mary Gallegly, Oaktree Gardens OLP, LLC Erin M. Lett, Kirkland & Ellis LLP