SecProbe.io

CORRESP
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Faegre Drinker Biddle & Reath LLP

One Logan Square, Ste. 2000

Philadelphia, PA 19103-6996

www.faegredrinker.com

April 8, 2025

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: David L. Orlic and Christina Fettig

  Re:SEG Partners Long/Short Equity Fund (the “Fund”)

  Initial Registration Statement on Form
N-2

  File Nos. 333-283244 and 811-24024

Dear Mr. Orlic and Ms. Fettig,

The following responds
to the comments provided on April 1, 2025, in connection with the Securities and Exchange Commission (“SEC”)
staff’s review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the
Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended. The changes to
the Fund’s disclosure discussed below are reflected in Pre-Effective Amendment No. 3 to the Fund’s Registration
Statement (the “Revised Registration Statement”).

For your convenience, we have
repeated each comment below, and the Fund’s responses follow your comments. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING COMMENTS

 1. Comment: Page 3 of the Prospectus discusses the Investment Management Fee and the Adviser’s contractual agreement
to waive 0.25% of the Investment Management Fee through July 1, 2026. Please disclose whether the Investment Management Fee waiver is
subject to recoupment.

Response: The Fund confirms
that the Investment Management Fee waiver is not subject to recoupment, and corresponding disclosure will be added to the Revised Registration
Statement.

 2. Comment: The last sentence of the “Expense Limitation Agreement” section on
Page 3 of the Prospectus states the following: “To the extent that the Adviser bears Specified Expenses in respect of a class of Shares,
the Adviser may receive reimbursement for any expense amounts that were previously waived by the Adviser, for a period not to exceed three
years from the date on which such expenses were waived by the Adviser, even if such reimbursement occurs after the termination of the
Limitation Period, provided that the Fund may only make a repayment to the Adviser if such repayment does not cause the Fund’s expense
ratio (after the repayment is taken into account) to exceed either: (1) the Expense Cap in place at the time such amounts were waived
by the Adviser; or (2) the Fund’s current Expense Cap.” Please confirm in correspondence that the recapture is limited to
the lesser of (1) the Expense Cap in place at the time such amounts were waived by the Adviser; or (2) the Fund’s current
Expense Cap and modify the disclosure accordingly.

Response: The Fund so
confirms, and the above-referenced disclosure will be revised as follows in the Revised Registration Statement:

“To the extent that the Adviser
bears Specified Expenses in respect of a class of Shares, the Adviser may receive reimbursement for any expense amounts that were previously
waived by the Adviser, for a period not to exceed three years from the date on which such expenses were waived by the Adviser, even if
such reimbursement occurs after the termination of the Limitation Period, provided that the Fund may only make a repayment to the Adviser
if such repayment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed the lesser ofeither:
(1) the Expense Cap in place at the time such amounts were waived by the Adviser; or (2) the Fund’s current Expense Cap.”

 3. Comment: The first paragraph on page 4 of the Prospectus discusses the Incentive Fee and defines the term “net
profits.” The Staff notes that the Investment Management Agreement does not include this same definition of net profits. Please
confirm whether this term should be defined in the Investment Management Agreement.

Response: The Fund confirms that the definition
of net profits is provided to assist investors with their understanding of the mechanics of the Incentive Fee and to provide additional
background as to how net profits will be calculated for purposes of the Incentive Fee calculations. Accordingly, the Fund does not believe
any revisions are required to be made to the Investment Management Agreement.

 4. Comment: The Staff notes that the line item for “Fees and Interest Payments on Borrowed
Funds” was removed from the Fee Table. Please confirm why this line item was removed, as it would relate to the Fund’s intention
to borrow during its first year of operations. If the Fund intends to incur leverage through borrowings in the first year of operations,
please add the line item back to the Fee Table. If the Fund does not intend to incur leverage in the first year of operations, please
represent so in correspondence.

Response: The Fund confirms
that it does not currently intend to incur leverage during its first year of operations. Accordingly, no changes will be made in the Revised
Registration Statement.

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 5. Comment: The Staff notes that short sales appear to be a part of the Fund’s principal
investment strategy. Please explain why there is not a line item for an estimate of dividends and other expenses related to short sales
in the Fee Table.

Response: The Fund confirms
that a line item for “Dividend Expense, Borrowing Costs and Brokerage Expense on Securities Sold Short” will be added to the
Revised Registration Statement.

 6. Comment: The Staff notes that initial fee tables are based on estimated proceeds, and the
Staff often sees new funds disclose the net proceeds that the fee table is based on, although not required by Form N-2. At a minimum,
please confirm in correspondence the estimate of net proceeds that the Fee Table was based on.

Response: The Fund confirms
that the Fee Table is based on estimated net proceeds of $300,000,000.

 7. Comment: The Fund confirmed in previous correspondence that the Fund does not intend to
charge dividend reinvestment and cash purchase plan fees. However, the “Dividend Reinvestment Plan” section of the Prospectus
states that the Fund pays the Administrator’s fees under the DRIP. The Staff notes that typically it sees such estimated fees included
in the Other Expenses line item of the Fee Table. Please provide an updated response based on the disclosure that the Fund pays the Administrator’s
fees under the DRIP and confirm whether any estimates are included in the Other Expenses line item to the Fee Table.

Response: The Fund confirms
that the DRIP does not involve separate fees that are charged to the Fund but are a part of the Administration fees paid to the Administrator
by the Fund. Accordingly, the Fund confirms that these fees are reflected in the Administration Fees that are reflected in the “Other
Expenses” line item.

 8. Comment: The paragraph above the expense example states the following: “The example
amounts assume that the Expense Limitation and Reimbursement Agreement remains in effect for a period of three years following the commencement
of the Fund’s operations 2028.” This statement appears to be incomplete. The Staff also notes that the disclosure indicates
the assumptions used to calculate the expense examples, and it appears that the examples assume that the Investment Management Fee waiver
is in effect for one year and that offering costs are removed after one year. If these additional assumptions were included in the examples,
please disclose accordingly.

Response: The Fund confirms
that the Example assumes the following: (i) the Investment Management Fee waiver is in effect through July 1, 2026; (ii) offering costs
are amortized and accrued during year 1; and (iii) the Expense Limitation and Reimbursement Agreement is in place for three years. The
above-referenced disclosure will be revised as follows in the Revised Registration Statement:

“The following example is intended
to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that all distributions
are reinvested at net asset value and that the percentage amounts listed under Total Annual Expenses remain the same in the years shown.
The example amounts assume that (i) the Expense Limitation and Reimbursement Agreement remains in effect for a period of
three years following the commencement of the Fund’s operations 2028; (ii) the Investment Management Fee
waiver is in effect through July 1, 2026; and (iii) offering costs are amortized and accrued in year 1. The assumption in the
hypothetical example of a 5% annual return is required by regulation of the SEC applicable to all registered investment companies. The
assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of Shares.”

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 9. Comment: The “Fund Expenses” section on Page 41 defines “Extraordinary
Expenses.” It does not appear that the Expense Limitation and Reimbursement Agreement defines the term “Extraordinary Expenses.”
Please confirm whether “Extraordinary Expenses” should be defined in the Expense Limitation and Reimbursement Agreement as
an exclusion from the waiver.

Response:
The Fund respectfully does not believe that a definition of Extraordinary Expenses is required to be included in the Expense Limitation
and Reimbursement Agreement. The definition included in the “Fund Expenses” section is meant to provide examples of the types
of expenses that may occur that would qualify as “Extraordinary Expenses.” However, the Fund does not believe that it would
be practicable to include an exhaustive list of examples of such expenses in the Expense Limitation and Reimbursement Agreement since
not all Extraordinary Expenses are foreseeable expenses.

The Fund
confirms, however, that it has reviewed the definition of Extraordinary Expenses included in the Registration Statement and will
revise the first and second paragraphs of the “Fund Expenses” section as follows in the Revised Registration
Statement:

“The Fund will
pay all of its expenses and/or reimburse the Adviser or its affiliates to the extent they have previously paid such expenses on behalf
of the Fund. The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the organization and
offering of Shares; all fees and expenses reasonably incurred in connection with the operation of the Fund such as direct and indirect
expenses related to the assessment of prospective investments (whether or not such investments are consummated), investment structuring,
corporate actions, travel associated with due diligence and monitoring activities and enforcing the Fund’s rights in respect of
the Fund investments; quotation or valuation expenses; the Investment Management Fee, the Distribution and Servicing Fee, the Incentive
Fee and the Administration Fee; brokerage commissions; interest and fees on any borrowings by the Fund; professional fees (including,
without limitation, expenses of consultants, experts and specialists); research expenses; fees and expenses of outside tax or legal counsel
(including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign
counsel; accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases
or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, sub-custodian,
transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating
information regarding the Fund’s transactions with any custodian or other agent engaged by the Fund, as applicable; bank service
fees; costs and expenses relating to any amendment of the Declaration of Trust or other organizational documents of the Fund; expenses
of preparing, amending, printing, and distributing the prospectus, SAI, and any other sales material (and any supplements or amendments
thereto), reports, notices, websites, other communications to Shareholders, and proxy materials; expenses of preparing, printing, and
filing reports and other documents with government agencies; expenses of Shareholders’ meetings, including the solicitation of
proxies in connection therewith; expenses of corporate data processing and related services; Shareholder recordkeeping and account services,
fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the members of the Board who are not
employees of the Adviser or its affiliates; insurance premiums; Extraordinary Expenses (as defined below); and
all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund; expenses of a reorganization,
restructuring or merger, as applicable; and the expenses of engaging a new administrator, custodian, transfer agent or escrow agent.
The Fund may need to sell portfolio securities to pay fees and expenses, which could cause the Fund to realize taxable gains.

“Extraordinary
Expenses” means all expenses incurred by the Fund, as applicable, outside of the ordinary course of its business, including, without
limitation for example, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation
or dispute and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Fund’s rights against
any person or entity; and costs and expenses for indemnification or contribution payable by the Fund to any person or entity expenses
of a reorganization, restructuring or merger, as applicable; expenses of holding, or soliciting proxies for, a meeting of Shareholders;
and the expenses of engaging a new administrator, custodian, transfer agent or escrow agent.”

 10. Comment: The “Calculation of Net Asset Value; Valuation” section of the Prospectus
states the following: “Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market or any
foreign stock exchange will be valued based on their respective market price adjusted for potential restrictions on the transfer or sale
of such securities.” Please explain how the valuation policy regarding adjustments for potential restrictions on the transfer or
sale of such securities will comply with ASU 2022-03 Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions.

Response:
The Fund confirms that the above-referenced disclosure was inadvertently included in the Registration Statement and will be revised as
follows to align with the Fund’s valuation policies and procedures: “Securities listed on a securities exchange or an automated
quotation system for which market quotations are readily available, including securities traded over-the-counter, generally are valued
at the last quoted sale price on the principal exchange or market on which these securities are traded on the valuation date or, if there
is no such reported sale on the valuation date, at the most recent quoted bid price for these securities.”

 11. Comment: With respect to the seed financial statements, please disclose the terms of recapture
of the Expense Limitation and Reimbursement Agreement. Please also disclose whether the Investment Management Fee waiver is subject to
recoupment.

Response:
The Fund confirms that the requested changes will be made in the Fund’s future financial statements on a going forward basis.

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 12. Comment: The first paragraph on page A-5 of the seed financial statements indicates that
the Fund has applied for exemptive relief. The multi-class exemptive relief was issued before the date of the seed financial statements,
so please update the disclosure accordingly.

Response:
The Fund confirms that the requested changes will be made in the Fund’s future