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Correspondence 0001193125-24-008517 from HPS Corporate Capital Solutions Fund (CIK 0001989817)

HPS Corporate Capital Solutions Fund (CIK 0001989817)
Date: Jan. 16, 2024 · CIK: 0001989817 · Accession: 0001193125-24-008517

AI Filing Summary & Sentiment

File numbers found in text: 000-56614

Date
January 16, 2024
Author
Not clearly detected
Form
CORRESP
Company
HPS Corporate Capital Solutions Fund (CIK 0001989817)

Letter

Via EDGAR Securities and Exchange Commission Division of Investment Management Washington, D.C. 20549 Attn: Anu Dubey, Senior Counsel File No. 000-56614

Re: HPS Corporate Capital Solutions Fund - Form 10

Dear Ms. Dubey:

On behalf of HPS Corporate Capital Solutions Fund (the “Fund,” or the “Private BDC”), which intends to file an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), we are providing the following responses to comments issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) via e-mail correspondence on December 20, 2023, relating to the initial filing of the above-referenced registration statement of the Fund filed on Form 10 (the “Registration Statement”) with the Commission on November 24, 2023, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through the Commission’s electronic data gathering, analysis and retrieval system (“EDGAR”).

Together with this response, the Fund has filed an amended Registration Statement on EDGAR. For convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are references to the page numbers of the amended Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the amended Registration Statement.

REGISTRATION STATEMENT

Explanatory Note (page 1)

1. The first sentence of the fifth paragraph states that the Fund intends to file an election to be regulated as a BDC under the 1940 Act. Please disclose when this election will be made.

Response: The Fund currently intends to make the election prior to the Initial Closing.

2. In the sixth paragraph, please reformat the introductory sentence and bulleted risk factors so that they appear in bold font. Please also consider disclosing these bulleted risk factors immediately above the signature line in the Fund’s subscription agreement.

Response: The requested change has been made to the Registration Statement. The Fund respectfully declines to make the requested change to the subscription agreement to remain consistent with subscription agreements of similarly situated BDCs.

Item 1. Business – (c) Description of Business – General (pages 4 – 6)

3. The fourth paragraph of this section describes the Merger. Please respond to the following comments regarding the Merger. We may have more comments after reviewing your response.

a. Explain to us why it is anticipated that the Fund will merge into an affiliated publicly offered non-traded BDC having the same investment adviser, substantially the same investment objectives and policies as the Fund and the same management and advisory fees as the Fund, in lieu of the Fund itself registering its shares under the Securities Act of 1933 (the “Securities Act”). Your response should discuss the benefits and costs to investors from investing in the Fund rather than investing directly in the Non-Traded BDC (as defined below).

Response: Although the current expectation is that the Fund will merge into a continuously offered BDC that offers periodic liquidity to shareholders (the “Non-Traded BDC”), the Fund and the Non-Traded BDC are two separate vehicles that will conduct two different offerings, and there is no guarantee that the Merger will occur. Accordingly, HPS believes it is beneficial to register the vehicle separately. The primary benefit of converting the Private BDC into the Non-Traded BDC through the Merger rather than by registering the Private BDC’s shares is that it permits the registration process for the Non-Traded BDC to proceed through the state securities regulator review process and the Commission’s review process concurrently with and independently from the operations, distribution and offering of the Private BDC without complicating or disrupting the latter. For example, the states typically have comments (which are often inconsistent, novel and/or unanticipated) on a registrant’s charter documents, offering materials and service provider agreements, which may require amendments thereto (potentially implicating shareholder approval to the extent the fund has shareholders), and therefore bifurcating the two registration statement/offering processes potentially makes addressing such state regulator comments more efficient and less costly. The costs relating to drafting and filing any documents relating directly to the Merger and any incremental legal costs associated with organizing the Non-Traded BDC will be borne by HPS, and not the Fund. In addition, as noted, shareholders of the Fund may benefit from avoiding certain incremental costs associated with having to amend Fund offering materials, agreements and charter documents (including, potentially, costs relating to obtaining shareholder approval) in response to state comments.

b. Disclose the name of the Non-Traded BDC.

Response: The name of the Non-Traded BDC that is expected to acquire the Fund is HPS Corporate Capital Solutions BDC.

c. Provide a legal analysis of how the Merger will comply with Section 57 of the 1940 Act.

Response: Given that both the acquiring fund and the acquired fund will be BDCs at the time of the Merger, the Merger is currently expected to be conducted in compliance with Rule 17a-8 under the 1940 Act in all respects and to not require shareholder approval because the BDCs will have the same fundamental investment policies, materially similar investment advisory agreements, including with respect to advisory and incentive fees, the same boards of trustees, including the trustees who are not interested persons of the BDCs, and any distribution fees authorized to be paid by the acquiring fund with respect to a particular share class pursuant to a plan adopted pursuant to Rule 12b-1 under the 1940 Act will be no greater than any distribution fees authorized to be paid by the acquired fund with respect to the corresponding share class under such a plan.

d. Provide to us further details regarding the Merger including the specific expected timing of the Merger, any future filings the Fund intends to make with respect to the Merger, the material terms of the Merger, including the basis for approval of the Merger by the Fund’s board of trustees.

Response: The timing of the Merger will depend on a variety of circumstances, including, without limitation, the registration statement process, the Adviser’s views on the relevant investor base and demand and general market outlook. The Merger is currently expected to be structured as a NAV-for-NAV merger in which each holder of the Private BDC’s common shares will receive as merger consideration the right to receive shares of the Non-Traded BDC with an equal NAV. The Non-Traded BDC’s board of trustees and the Private BDC’s board of trustees (the “Board”) will review whether participation in the Merger is in the best interests of such company’s existing shareholders and whether the interests of existing shareholders will not be diluted as a result of the Merger. The Merger is expected to be consummated prior to the consummation of any sales pursuant to such registration statement. If the Merger does not occur and no shares have been purchased in the offering pursuant to the Non-Traded BDC’s registration statement, it is currently expected that the Adviser would recommend that the board of the Non-Traded BDC wind down and/or liquidate and dissolve the Non-Traded BDC in an orderly manner; however, depending on the circumstances, the board may determine, in consultation with the Adviser, that the Non-Traded BDC should nonetheless commence investment operations and proceed with its offering. The Fund and Non-Traded BDC will determine which filings are needed depending on the specific circumstances at the time of the Merger and confirm that all filings will be made in accordance with the 1940 Act, Securities Act and Exchange Act.

The Merger is expected to be structured with the intent to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger qualifies as a tax-free reorganization within the meaning of Section 368(a) of the Code, then, as a general matter (and subject to certain exceptions): no gain or loss will be recognized by the Fund, the Non-Traded BDC or their respective shareholders as a result of the Merger; the holding period and adjusted tax basis of the common shares of the Non-Traded BDC received by a holder of Common Shares of the Fund will be the same as the holding period and adjusted tax basis of such holder’s Common Shares of the Fund immediately prior to the Merger; and the Non-Traded BDC will have a holding period and adjusted tax basis in each asset that is transferred to it by the Fund pursuant to the Merger that is equal to the Fund’s holding period and adjusted tax basis in such asset immediately prior to the Merger.

e. Explain to us whether the Non-Traded BDC could have otherwise purchased the investments held by the Fund. For example, does the Non-Traded BDC have available capital to purchase the Warehouse Investments itself? Does the Non- Traded BDC’s governing legal documents permit it to purchase these investments? Would any such purchase be permitted under the relevant provisions of the 1940 Act, including Section 57? Is the Fund being used in any way to benefit the Non-Traded BDC?

Response: Once operational, the Non-Traded BDC will be eligible in all respects to hold the assets that are acquired by the Private BDC, including the Warehouse Investments, as it will have the same investment strategies, restrictions and guidelines, be subject to the same regulatory limitations under the 1940 Act and have materially similar charter documents and service provider agreements, except for certain requirements by the states that are not expected to implicate the types of investments the Fund or the Non-Traded BDC holds. Although the Non-Traded BDC does not currently have any capital at this time, it would be eligible to purchase the Warehouse Investments using the same method that is expected to be used by the Fund and disclosed in the Registration Statement, which will be done in accordance with Section 57 and other applicable provisions of the 1940 Act. Other than as noted above with respect to the administrative and regulatory advantages of bifurcating the registration and offering processes, the Fund is not being used in any way to benefit the Non-Traded BDC.

4. The second sentence states that the Fund is non-diversified. Please disclose the implications of being non-diversified.

Response: The Fund has revised the relevant language as follows:

“HPS Corporate Capital Solutions Fund (“HCAP”, the “Fund” or “we”) is a Delaware statutory trust formed on August 10, 2023. We are a non-diversified, closed-end management investment company that intends to elect to be regulated as a BDC under the 1940 Act. We also intend to elect to be treated as a RIC under the Code. As a non-diversified investment company within the meaning of the 1940 Act, the Fund is not limited by the 1940 Act with respect to the proportion of its assets that it may invest in securities of a single issuer. We are externally managed by the Adviser, a wholly-owned subsidiary of HPS.”

5. The fourth paragraph states that the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in capital investments issued by corporate issuers. Please disclose what “capital investments” are for purposes of this 80% investment policy. Also, please revise this disclosure to either base the 80% policy on “total assets” or, alternatively, on “net assets plus borrowings for investment purposes” as such terms represent different amounts.

Response: The Fund has revised the relevant language as follows:

“Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in capital instruments (securities throughout the capital structure of a company) issued by corporate issuers (including loans, notes, bonds and other corporate debt or equity securities).”

Item 1. Business – (c) Description of Business – Competitive Advantage (pages 7 – 9)

6. In the first bullet point on page 8, please disclose in plain English what each of “private equity style diligence,” “non-sponsor channels” and “LBO-related” mean.

Response: The Fund has revised the relevant language as follows:

“Diversified Sourcing Approach. HPS believes its diversified sourcing approach sets its platform apart from many of its peers. While the vast majority of peers focus their sourcing almost exclusively on financial sponsors and lending to businesses controlled by them, HPS has built an extensive sourcing network, inclusive of direct relationships with management teams across a breadth of private and public companies, investment and commercial banks, debt advisory firms, other financial intermediaries, financial sponsors and formal partnerships and strategic arrangements with select financial institutions (collectively “non-sponsor channels”), as well as private equity sponsors. HPS has also developed the deep industry expertise, legal, and forensic capabilities necessary to perform “private equity style”detailed business, financial and legal due diligence in house. As a result, since HPS’s inception, it has sourced approximately 65% of its private investments from non-sponsor channels and less than half of its private investments have been LBO relatedmade in conjunction with financing leveraged buyout (“LBO”) activity undertaken by private equity sponsors.”

7. In the third paragraph of the first bullet point on page 10, the first sentence states that HPS seeks to use its scale to secure a sole or leadership role within the investment tranche. Please tell us whether or not the Fund will primarily control any issuers of such investment tranches. To primarily control an entity means that the Fund controls the entity within the meaning of Section 2(a)(9) of the 1940 Act and that the Fund’s control of such entity is greater than that of any other person. We may have more comments after reviewing your response.

Response: The Fund does not currently intend to primarily control any issuers, since it will principally invest in debt securities, though it reserves the flexibility to do so in accordance with its investment policies and applicable law.

Item 1. Business – (c) Description of Business – Investment Approach (pages 10 – 11)

8. In the first bullet point on page 11, please disclose “top of the funnel” in plain English.

Response: The Fund has revised the relevant language as follows:

“Maximization of Opportunity Set. HPS seeks to build a strong pipeline of investment opportunities by pursuing a highly diversified sourcing approach designed to maximize the “top of the funnel”number of investment opportunityies setthat enter its investment evaluation and selection process.”

Item 1. Business – (c) Description of Business – Investment Strategy (pages 12 – 13)

9. The second sentence refers to “special situation segments” of the private credit market. Please disclose what the special situation segment of the private credit market is.

Response: The Fund has revised the relevant language to include the following as footnote 13:

“Special situations refer to investment situations where a company’s value is potentially impacted by complicating factors such as a corporate transaction, regulatory change or jurisdictionally related issue, stakeholder action, time constrained capital need or financial distress.”

10. The first sentence of the first full paragraph on page 13 references “convertible securities”. Ple

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 January 16, 2024

Via EDGAR

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Anu Dubey, Senior Counsel

Re:
 HPS Corporate Capital Solutions Fund - Form 10

File No. 000-56614

 Dear Ms. Dubey:

On behalf of HPS Corporate Capital Solutions Fund (the “Fund,” or the “Private BDC”), which intends to file an election to
be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), we are providing the following responses to comments issued by the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) via e-mail correspondence on December 20, 2023, relating to the initial filing of the above-referenced registration statement of the Fund filed on Form 10 (the
“Registration Statement”) with the Commission on November 24, 2023, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through the Commission’s electronic data gathering, analysis and
retrieval system (“EDGAR”).

 Together with this response, the Fund has filed an amended Registration Statement on EDGAR. For
convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are references to the page numbers of the amended Registration Statement. All capitalized terms used but not defined
in this letter have the meanings given to them in the amended Registration Statement.

 REGISTRATION STATEMENT

Explanatory Note (page 1)

 1. The first sentence of the
fifth paragraph states that the Fund intends to file an election to be regulated as a BDC under the 1940 Act. Please disclose when this election will be made.

Response: The Fund currently intends to make the election prior to the Initial Closing.

2. In the sixth paragraph, please reformat the introductory sentence and bulleted risk factors so that they appear in bold font. Please also consider
disclosing these bulleted risk factors immediately above the signature line in the Fund’s subscription agreement.

 Response: The requested
change has been made to the Registration Statement. The Fund respectfully declines to make the requested change to the subscription agreement to remain consistent with subscription agreements of similarly situated BDCs.

 Item 1. Business – (c) Description of Business – General (pages 4 – 6)

3. The fourth paragraph of this section describes the Merger. Please respond to the following comments regarding the Merger. We may have more comments after
reviewing your response.

a.
 Explain to us why it is anticipated that the Fund will merge into an affiliated publicly offered non-traded BDC
having the same investment adviser, substantially the same investment objectives and policies as the Fund and the same management and advisory fees as the Fund, in lieu of the Fund itself registering its shares under the Securities Act of 1933 (the
“Securities Act”). Your response should discuss the benefits and costs to investors from investing in the Fund rather than investing directly in the Non-Traded BDC (as defined below).

Response: Although the current expectation is that the Fund will merge into a continuously offered BDC that offers periodic liquidity to shareholders
(the “Non-Traded BDC”), the Fund and the Non-Traded BDC are two separate vehicles that will conduct two different offerings, and there is no guarantee that the Merger will occur. Accordingly, HPS believes it is beneficial to register the
vehicle separately. The primary benefit of converting the Private BDC into the Non-Traded BDC through the Merger rather than by registering the Private BDC’s shares is that it permits the registration process for the Non-Traded BDC to proceed
through the state securities regulator review process and the Commission’s review process concurrently with and independently from the operations, distribution and offering of the Private BDC without complicating or disrupting the latter. For
example, the states typically have comments (which are often inconsistent, novel and/or unanticipated) on a registrant’s charter documents, offering materials and service provider agreements, which may require amendments thereto (potentially
implicating shareholder approval to the extent the fund has shareholders), and therefore bifurcating the two registration statement/offering processes potentially makes addressing such state regulator comments more efficient and less costly. The
costs relating to drafting and filing any documents relating directly to the Merger and any incremental legal costs associated with organizing the Non-Traded BDC will be borne by HPS, and not the Fund. In addition, as noted, shareholders of the Fund
may benefit from avoiding certain incremental costs associated with having to amend Fund offering materials, agreements and charter documents (including, potentially, costs relating to obtaining shareholder approval) in response to state comments.

b.
 Disclose the name of the Non-Traded BDC.

Response: The name of the Non-Traded BDC that is expected to acquire the Fund is HPS Corporate Capital Solutions BDC.

c.
 Provide a legal analysis of how the Merger will comply with Section 57 of the 1940 Act.

 Response: Given that both the acquiring fund and the acquired fund will be BDCs at the time of the
Merger, the Merger is currently expected to be conducted in compliance with Rule 17a-8 under the 1940 Act in all respects and to not require shareholder approval because the BDCs will have the same fundamental investment policies, materially similar
investment advisory agreements, including with respect to advisory and incentive fees, the same boards of trustees, including the trustees who are not interested persons of the BDCs, and any distribution fees authorized to be paid by the acquiring
fund with respect to a particular share class pursuant to a plan adopted pursuant to Rule 12b-1 under the 1940 Act will be no greater than any distribution fees authorized to be paid by the acquired fund with respect to the corresponding share class
under such a plan.

d.
 Provide to us further details regarding the Merger including the specific expected timing of the Merger, any
future filings the Fund intends to make with respect to the Merger, the material terms of the Merger, including the basis for approval of the Merger by the Fund’s board of trustees.

Response: The timing of the Merger will depend on a variety of circumstances, including, without limitation, the registration statement process, the
Adviser’s views on the relevant investor base and demand and general market outlook. The Merger is currently expected to be structured as a NAV-for-NAV merger in which each holder of the Private BDC’s common shares will receive as merger
consideration the right to receive shares of the Non-Traded BDC with an equal NAV. The Non-Traded BDC’s board of trustees and the Private BDC’s board of trustees (the “Board”) will review whether participation in the Merger is in
the best interests of such company’s existing shareholders and whether the interests of existing shareholders will not be diluted as a result of the Merger. The Merger is expected to be consummated prior to the consummation of any sales
pursuant to such registration statement. If the Merger does not occur and no shares have been purchased in the offering pursuant to the Non-Traded BDC’s registration statement, it is currently expected that the Adviser would recommend that the
board of the Non-Traded BDC wind down and/or liquidate and dissolve the Non-Traded BDC in an orderly manner; however, depending on the circumstances, the board may determine, in consultation with the Adviser, that the Non-Traded BDC should
nonetheless commence investment operations and proceed with its offering. The Fund and Non-Traded BDC will determine which filings are needed depending on the specific circumstances at the time of the Merger and confirm that all filings will be made
in accordance with the 1940 Act, Securities Act and Exchange Act.

 The Merger is expected to be structured with the intent to qualify as a tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger qualifies as a tax-free reorganization within the meaning of Section 368(a) of the Code, then,
as a general matter (and subject to certain exceptions): no gain or loss will be recognized by the Fund, the Non-Traded BDC or their respective shareholders as a result of the Merger; the holding period and adjusted tax basis of the common shares of
the Non-Traded BDC received by a holder of Common Shares of the Fund will be the same as the holding period and adjusted tax basis of such holder’s Common Shares of the Fund immediately prior to the Merger; and the Non-Traded BDC will have a
holding period and adjusted tax basis in each asset that is transferred to it by the Fund pursuant to the Merger that is equal to the Fund’s holding period and adjusted tax basis in such asset immediately prior to the Merger.

e.
 Explain to us whether the Non-Traded BDC could have otherwise purchased the investments held by the Fund. For
example, does the Non-Traded BDC have available capital to purchase the Warehouse Investments itself? Does the Non- Traded BDC’s governing legal documents permit it to purchase these investments? Would any such purchase be permitted under the
relevant provisions of the 1940 Act, including Section 57? Is the Fund being used in any way to benefit the Non-Traded BDC?

Response: Once operational, the Non-Traded BDC will be eligible in all respects to hold the assets that are acquired by the Private BDC, including the
Warehouse Investments, as it will have the same investment strategies, restrictions and guidelines, be subject to the same regulatory limitations under the 1940 Act and have materially similar charter documents and service provider agreements,
except for certain requirements by the states that are not expected to implicate the types of investments the Fund or the Non-Traded BDC holds. Although the Non-Traded BDC does not currently have any capital at this time, it would be eligible to
purchase the Warehouse Investments using the same method that is expected to be used by the Fund and disclosed in the Registration Statement, which will be done in accordance with Section 57 and other applicable provisions of the 1940 Act.
Other than as noted above with respect to the administrative and regulatory advantages of bifurcating the registration and offering processes, the Fund is not being used in any way to benefit the Non-Traded BDC.

4. The second sentence states that the Fund is non-diversified. Please disclose the implications of being non-diversified.

Response: The Fund has revised the relevant language as follows:

“HPS Corporate Capital Solutions Fund (“HCAP”, the “Fund” or “we”) is a Delaware statutory trust formed on
August 10, 2023. We are a non-diversified, closed-end management investment company that intends to elect to be regulated as a BDC under the 1940 Act. We also intend to elect to be treated as a RIC under the Code. As a non-diversified investment company within the meaning of the 1940 Act, the Fund is not limited by the 1940 Act with respect to the proportion of its assets that it may
invest in securities of a single issuer. We are externally managed by the Adviser, a wholly-owned subsidiary of HPS.”

5. The fourth paragraph states that the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in capital
investments issued by corporate issuers. Please disclose what “capital investments” are for purposes of this 80% investment policy. Also, please revise this disclosure to either base the 80% policy on “total assets” or,
alternatively, on “net assets plus borrowings for investment purposes” as such terms represent different amounts.

 Response: The Fund has
revised the relevant language as follows:

 “Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in capital instruments
(securities throughout the capital structure of a company) issued by corporate issuers (including loans, notes, bonds and other corporate debt or equity securities).”

 Item 1. Business – (c) Description of Business – Competitive Advantage (pages 7
– 9)

 6. In the first bullet point on page 8, please disclose in plain English what each of “private equity style diligence,”
“non-sponsor channels” and “LBO-related” mean.

 Response: The Fund has revised the relevant language as follows:

“Diversified Sourcing Approach. HPS believes its diversified sourcing approach sets its platform apart from many of its peers.
While the vast majority of peers focus their sourcing almost exclusively on financial sponsors and lending to businesses controlled by them, HPS has built an extensive sourcing network, inclusive of direct relationships with management teams across
a breadth of private and public companies, investment and commercial banks, debt advisory firms, other financial intermediaries, financial sponsors and formal partnerships and strategic arrangements with select financial
institutions (collectively “non-sponsor channels”), as well as private equity sponsors. HPS has also developed the deep industry expertise, legal, and forensic capabilities necessary to perform “private
equity style”detailed business, financial and legal due diligence in house. As a result, since HPS’s inception, it has sourced approximately 65% of its private investments from non-sponsor channels and less than half of its private investments have been LBO relatedmade in
conjunction with financing leveraged buyout (“LBO”) activity undertaken by private equity sponsors.”

7. In the third paragraph of the first bullet point on page 10, the first sentence states that HPS seeks to use its scale to secure a sole or leadership role
within the investment tranche. Please tell us whether or not the Fund will primarily control any issuers of such investment tranches. To primarily control an entity means that the Fund controls the entity within the meaning of Section 2(a)(9)
of the 1940 Act and that the Fund’s control of such entity is greater than that of any other person. We may have more comments after reviewing your response.

Response: The Fund does not currently intend to primarily control any issuers, since it will principally invest in debt securities, though it reserves
the flexibility to do so in accordance with its investment policies and applicable law.

 Item 1. Business – (c) Description of Business
– Investment Approach (pages 10 – 11)

 8. In the first bullet point on page 11, please disclose “top of the funnel” in plain
English.

 Response: The Fund has revised the relevant language as follows:

“Maximization of Opportunity Set. HPS seeks to build a strong pipeline of investment opportunities by pursuing a highly diversified
sourcing approach designed to maximize the “top of the
funnel”number of investment opportunityies setthat enter its
investment evaluation and selection process.”

 Item 1. Business – (c) Description of Business – Investment Strategy (pages 12 –
13)

 9. The second sentence refers to “special situation segments” of the private credit market. Please disclose what the special situation
segment of the private credit market is.

 Response: The Fund has revised the relevant language to include the following as footnote 13:

“Special situations refer to investment situations where a company’s value is potentially impacted by complicating factors such as a
corporate transaction, regulatory change or jurisdictionally related issue, stakeholder action, time constrained capital need or financial distress.”

10. The first sentence of the first full paragraph on page 13 references “convertible securities”. Ple