SecProbe.io

CORRESP
 1
 filename1.htm

 Wendell M. Faria, Esq.
 Partner

 wendell.faria@dentons.com
 Dentons US LLP
 1900 K St NW
 Washington, DC 20006
 United States

 D +1 202 496 7408

 dentons.com

 Wendell Faria

 Partner

 July 25, 2025

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549-3010

 Re:
 Thankam Varghese, Branch Chief
 C1 Fund Inc. (the "Company")
 Registration Statement on Form N-2/A
 Filed November 12, 2024, as amended on January 21, 2025, March 7, 2025, April 25, 205, May 29, 2025 and July 25, 2025
 File Nos.: 333-283139, 811-24022

 Dear Ms. Varghese:

 This letter contains our responses to the comments
we received from the staff ("Staff") of the Securities and Exchange Commission (the "Commission") on Amendment
No. 4 to the Registration Statement on Form N-2 (the "Amendment") for C1 Fund Inc. (the "Company"),
which we filed with the Commission on May 29, 2025. We received oral comments from you on June 6, 2025, June 16, 2025,
July 3, 2025 and July 11, 2025 and from Brian Szilagyi on June 12, 2025, July 1, 2025, July 11, 2025 and July 22,
2025. Please see below our responses. For ease of reference, we have attempted to paraphrase the comment preceding each response. References
to "Amendment No. 5" or the "Registration Statement" refer to Amendment No. 5 to the Registration Statement
filed on July 25, 2025. Page number references in our responses are to the page numbers in the clean version of Amendment
No. 5, unless stated otherwise. Capitalized terms used but not defined in this letter have the meanings ascribed in Amendment No. 5.

 Oral comments received June 6, 2025

 1.
 On page 14, the amounts in the expense example table do not appear to be correct based on the figures on the fee table. Please recalculate.

 Response:
 We have revised the expense example table on page 14. The revised calculations reflect a sales load of 7.00%.

 2.
 In the first sentence on page F-8, there appears to be an extra instance of the phrase "with the Adviser." Please consider removing the extraneous phrase.

 Response:
 We have revised the first sentence on page F-8 to remove the extraneous phrase "with the Adviser."

 3.
 On page (ii), in footnote (i) and elsewhere, please revise the description of the over-allotment option as being exercisable 30 days from the date of the final prospectus.

 Response:
 We have revised footnote (i) on page (ii), and elsewhere, to describe the over-allotment option as being exercisable 30 days from the date of the final prospectus.

 4.
 Please note that the third sentence on page 13 says "The expenses shown in the table and related footnotes are based on estimated amounts for the Company's first year of operations… " whereas footnote 5 of the table says, "Other Expenses are based on estimated amounts for the current fiscal year...." Please supplementally advise the Staff whether the difference in the description is intended, and revise accordingly, if necessary.

 Response:
 We supplementally advise the Staff that the difference between the two sentences is intentional. We have clarified the Registration Statement on pages 13 to 14 to make clear that Other Expenses are based on estimated amounts for the current fiscal year.

 5.
 Please include more fulsome disclosure in the subsection "risks associated with investment in private companies" that C1 Fund expects to use to access securities in C1 Thirty companies through (i) purchases on private secondary marketplaces, (ii) direct purchases in private offerings, and (iii) purchases in one-off private transactions. For example, regarding purchases in one-off private transactions, please add (or consider adding) risk disclosure regarding the need to obtain waivers of transfer restrictions and the risk that such waivers may not be obtained.

 Response:
 We have added an additional bullet point in the Summary Risk Factors section under the sub-header "Risks Associated with Our Investments" to disclose the risks the Company faces in utilizing the three channels of acquiring securities of C1 Thirty companies. In addition, on pages 23 to 24 we have added more fulsome risk factor disclosure.

 6.
 On page S-3, please disclose the definition of majority of outstanding voting securities as set forth in Section 2(a)(42) of the '40 Act.

 Response:
 On page S-3, we have disclosed the definition of majority of outstanding voting securities as set forth in Section 2(a)(42) of the ‘40 Act.

 7.
 Please include description of fundamental policy with respect to short sale purchases on margin and the writing of put and call options. See Item 17.2 of Form N-2.

 Response:
 We revised the Statement of Additional Information to disclose the Company's fundamental policy with respect to short sale purchases on margin and the writing of put and call options.

 8.
 Supplementally explain whether it could take longer than 2 weeks to obtain waivers and consents of transfer restrictions.

 Response:

 We supplementally advise the Staff that, because
 private companies that meet our investment criteria are likely to have established procedures allowing for their securities to be sold
 in order to streamline requests from their shareholders, the Company expects that it will be successful in obtaining the required approvals
 or waivers of the contractual transfer restrictions (including waivers of Rights of First Refusal ("ROFRs")) after the
 execution of the purchase agreement by following established procedures.

 While the Company expects that it will be able
 to obtain the required approvals or waivers of the contractual transfer restrictions (if any) generally within two weeks from the time
 of executing a purchase agreement, there may be cases in which the Company may require a period longer than two weeks to obtain the requested
 approval or waiver. For this reason, the Company will structure its purchase agreements for the acquisition of securities issued by C1
 Thirty companies to provide that approval of the transfer of securities or waiver of the transfer restrictions must be obtained within
 30 days from the date of execution, and that the purchase agreement will terminate automatically if no such approval or waiver is obtained
 within 30 days following the date of execution.

 Oral comments received June 12, 2025

 9.
 Does the entering into the first purchase agreement trigger (i) commencement of operations, (ii) the Fund's NAV calculations and (iii) the Company's performance clock?

 Response:
 Rule 482(d) under the Securities Act of 1933, as amended (the "1933 Act"), provides that, in general, a fund calculates its standardized average annual total return from the date of the effectiveness of its registration statement. (See e.g., Rule 482(d)(3) under the 1933 Act and Item 24(g)(2)(B) of Form N-2.) The Company further understands that the Staff has taken the position that Rule 482 under the 1933 Act generally requires a fund to calculate standardized total return from the date its registration statement becomes effective. 1 Accordingly, we supplementally advise the Staff that the Company will consider the effective date of its registration statement on Form N-2 to be the trigger date for (i) the commencement of operations, (ii) the Company's performance clock, and (iii) the Company's NAV calculation.

 10.
 Are there any fees or costs relating to the execution of the purchase agreement. If so, how are they accounted for?

 Response:

 With respect to any acquisitions of securities
 effected through ATSs, the Company typically will incur fees between 1% to 5% of the transaction cost for executing transactions on an
 ATS. In some transactions with eligible shareholders, the Company may be required to pay a commission or other similar compensation to
 a broker-dealer for executing these transactions. This fee is typically between 2% to 5% of the transaction cost. We further supplementally
 advise the Staff and disclose in the Registration Statement on page 54 that if the transaction does not settle for reasons such as
 the issuer exercises its ROFR or if the seller breaches its obligation to sell the securities, we will not incur ATS fees or brokerage
 commissions. We have revised the N-2 to disclose these fees on pages 4 and 54 and the risks associated with such fees on page 23
 of the Amendment.

 The Company accounts for these fees as costs of
 the transaction and part of the subject securities' total cost incurred by the Company.

 11.
 After the purchase agreements are entered into, how will the purchase agreements be valued and how will they be marked to market? Who will be providing these valuations?

 Response:

 With respect to a purchase agreement for securities
 that are not subject to any transfer restrictions, the securities underlying the purchase agreement will be recorded at fair value as
 an investment asset in accordance with the requirements of ASC 820-10-30-2 at the time of the execution of the purchase agreement. These
 values will be marked to market at the next valuation date as of the last day of each fiscal quarter.

 With respect to a purchase agreement for securities
 that are subject to transfer restrictions (such as a ROFR), the securities underlying the purchase agreement will be recorded at fair
 value as an investment asset in accordance with the requirements of ASC 820-10-30-2 and ASC 946-320-25-2 at the time when any and all
 transfer restrictions have been satisfied. These values will be marked to market at the next valuation date as of the last day of each
 fiscal quarter.

 The Company, in consultation with its independent
valuation firm, EisnerAmper, determines a fair value for the securities, as of the last day of the Company's fiscal quarter.

 1 See Comstock Partners Strategy Fund, Inc. (pub. avail.
Apr. 6, 1995).

 12.
 What is the settlement period for the purchase agreement? What factors go into determining when the settlement period begins and ends? And once the purchase agreement is settled, where is the purchase agreement custodied?

 Response:

 As disclosed in the Registration Statement, the Company's
 purchase agreements will provide that approval of the transfer of securities or waiver of the transfer restrictions must be obtained within
 30 days from the date of the execution of the purchase agreement.

 The settlement period commences when the purchase
 agreement is executed. The settlement period ends when either (i) the purchase is fully performed or (ii) when the purchase
 agreement is automatically terminated if applicable waivers of transaction restrictions or approvals of transfers are not obtained.

 The purchase agreement is settled when (a) the
 Company wires the funds for the purchase to the sellers and such funds are received by the seller, and (b) we receive written notification
 from the issuer of the subject securities that the securities are transferred and recorded in the books and records of the issuer. The
 Company expects that (a) and (b) happen simultaneously and there would not be any instance where (a) occurs, but (b) does
 not occur. The Company notes that, each of (a) and (b) are initiated only if the applicable waivers of transaction restrictions
 or approvals of transfers are obtained, and will occur within 2 business days from the time that applicable waivers of transaction restrictions
 or approvals of transfers are obtained, such that the entirety of the settlement period, from the time of signing of the purchase agreement
 to the time of the wiring and receipt of the funds and the recording of the transfer of the securities on the books and records of the
 issuer, shall not exceed 35 days in accordance with Rule 18f-4(f) of the Investment Company Act of 1940. The Company reasonably
 expects that issuers of the securities that it purchases (i.e. C1 Thirty companies) have prior experience in handling secondary transactions
 and booking and recording transfers of their securities. The Company also believes that capitalization table management software is widely
 used by private companies, especially C1 Thirty companies, and therefore, the Company reasonably expects that the issuer's recording
 of the transfer of the securities in its books and records could be completed within two business days.

 We have supplemented page 23 of the Registration Statement
 to disclose that "The purchase agreements will provide that in any such case, the agreement will terminate automatically if (i) approval
 of the transfer of securities or waiver of the transfer restrictions is not obtained within 30 days from the signing of the purchase agreement,
 or (ii) the closing of the purchase agreement, which is completed upon the wiring and receipt of the funds and the recording of the
 transfer of the securities on the books and records of the issuer, does not occur within 35 days from the signing of the purchase agreement."

 We also note to the Staff that within the "Payment
 and Settlement" row of the table on page 57, we disclose that the Company will close on the transaction to acquire the securities
 by making the payment for the securities within one or two business days of resolving any transfer restrictions, and upon payment, the
 issuer records the transfer of the securities in its books and records. The total time from signing of the purchase agreement to settlement
 will be no more than 35 days.

 With respect to a purchase agreement for securities
 that are not subject to any transfer restrictions, the Company recognizes the securities as being purchased at the time of the execution
 of the purchase agreement, and upon execution of such purchase agreement, the securities are entered at cost (plus any direct transaction
 cost) as Assets (debit) and a corresponding entry in Payables (credit).

 With respect to a purchase agreement for
securities that are subject to any transfer restrictions (such as a ROFR), the securities underlying the purchase agreement will be recorded
at fair value as an investment asset in accordance with the requirements of ASC 820-10-30-2 and ASC 946-320-25-2 at the time when any
and all transfer restrictions have been satisfied.

 We view the purchase agreements merely as documenting the terms and conditions for the purchase of
 the underlying securities, and the purchase agreements themselves are not custodied because the securities are the assets rather
 than the purchase agreements. Copies of the purchase agreements will be maintained by the Company, SS&C, as the Company's
 administrator, transfer agent and registrar, as part of the books and records of the Fund required by Rules 31a-1(b) and 2a-5 under the Investment
 Company Act, and the Custodian. The underlying securities are custodied as described in our response to comment 13 below.

 13.
 Once the purchase agreement is entered into, how long would it be for the underlying securities to be custodied by the Company's custodian? Is it the intention that all the securities subject to the purchase agreement be delivered at the same time, or by piecemeal? If delivered piecemeal, please explain how the securities and purchase agreement are separately valued.

 Response:

 We supplementally advise the Staff that, once
 the purchase agreement is entered into, the settlement period begins. A description of the settlement period is set forth in our response
 to Comment 12 above.

 In accordance with the Company's
 Custody Agreement with U.S. Bank, National Association ("US Bank" or the "Custodian"), as Custodian, US Bank will maintain custody of
 certificated securities in accordance with the Custody Agreement, a form of which was previously filed with the Registration
 Statement. The Custodian will maintain complete and accurate records with respect to such securities. As to any securities that are
 uncertificated, the issuer of the securities will provide the Company written notice indicating that, under the bo