SecProbe.io

April 14, 2025
Samuel K. Goldstein, Esq.
Lincoln Financial Group Lincoln National Corporation 150 N. Radnor Chester Road Radnor, PA 19087-5221 Email: Sam.Goldstein@lfg.com
Re:  Lincoln Bain Cap ital Total Credit Fund, LP, File Nos. 333-285896, 811-24066
Dear Mr. Goldstein:
We have reviewed the registration statement for the Lincoln Bain Capital Total Credit
Fund filed on Form N-2 with the Securitie s and Exchange Commi ssion on March 19, 2025, and
have the comments below.  Where a comment is made in one location, it is applicable to all
similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning gi ven to them in the registration statement.
Prospectus
General
1. The filing is materially incomplete at this time. Please provide the staff with all missing
information and disclosure for review as s oon as practicable including, without limitation, the
completed fee table, hypothetical expense ex amples, effects of leverage disclosure,
references to the auditor, auditor consent, and financial statements.
2. Please confirm how the Fund intends to comp ly with the seed capital requirements of
Section 14(a) of the Inve stment Company Act of 1940.
3. The staff’s comments for the Lincoln Royaltie s Income Fund, LP prospectus apply to the
Lincoln Bain Capital Total Credit Fund prospectus, as applicable.
Cover Page
4. Disclosure on the cover page states: “Under normal circumstances, credit investments will
represent at least 80% of the Fund’s net a ssets.” Please include “plus borrowings for
investment purposes” after “net assets.” This cl arification should also be made on p. 1 of the
prospectus under the subheading “Investment Op portunities and Strategies” in the “Summary
of Terms” section and el sewhere, as appropriate.

Samuel Goldstein
Lincoln Bain Capital Total Credit Fund, LP
April 14, 2025 Page 2

 5. Disclosure on the cover page states, “The Fund will provide liquidity th rough quarterly offers
to repurchase a limited amount of the Fund’s Shares  (at least 5%).” Please clarify here that
the Fund will provide only “limited liquidity” through the quarterly repurchase offers.

6. Disclosure on the cover page states, “There is no assurance that quarterly distributions paid
by the Fund will be maintained at the targeted leve l or that distributions will be paid at all.”
Please clarify what is meant by “targeted level”  or delete the reference. The prospectus does
not appear to include any disclosure regardi ng a specific “targeted le vel” of distributions.
 Summary of Terms
 7. The prospectus states on p. 1 and pp. 47-48, that  the fund's sub-adviser, BCSF Advisors, LP
has entered into a Resource Sharing Agreement with an affiliate, Bain Capital Credit, LP under which Bain Capital Credit provides the sub-adviser with  investment professionals,
including portfolio managers, a nd access to other resources. Please supplementally describe
to the staff the following:  (1) the specific services Bain Capital Credit and its employees will provide on the sub-
adviser's behalf and why those services do not  amount to investment advisory services
provided to the Fund;
(2) the extent to which the sub-adviser will de pend on Bain Capital Credit's personnel in
providing investment advisory services;

(3) whether personnel of Bain Cap ital Credit who provide  investment advice with respect to
the Fund will be supervised persons of the sub-adviser under Section 202(a)(25) of the
Investment Advisers Act of 1940;
(4) whether and what fees are paid to Bain Cap ital Credit for the described services under the
resource sharing agreement or otherwise;
(5) whether Bain Capital Credit is  considered to be a fiduciary with respect to the Fund in
connection with providing th e described services; and

(6) how Bain Capital Credit is  affiliated with the s ub-adviser and the Fund ( i.e., controlled
subsidiary, wholly or majority  owned subsidiary), the regist ration status of Bain Capital
Credit, and where it is domiciled.

Summary of Fees and Expenses
 8. Please clarify any assumptions in relation to the treatment of the incentive fee in the expense
example on p. 13.

Samuel Goldstein
Lincoln Bain Capital Total Credit Fund, LP
April 14, 2025 Page 3

Investment Objective, O pportunities and Strategies

9. Please confirm supplementally to the staff whether the Fund intends to “warehouse” any
investments prior to launch. If so, the staff may have additional comments.
 Types of Investment s and Related Risks

10. Under the sub-heading “Risks Related to Inve stment Strategies, Fund Investments, and the
Fund’s Investment Program”, the Fund has incl uded a risk entitled “Risks of Certain Non-
U.S. Investments” on pp. 39-40. This risk does not  address the risks of investing in emerging
markets, even though the strategies section not es on p. 18 that the “Fund expects to make
investments in non-U.S. entities, including issuers in  emerging markets.” If this is part of the
fund's principal investment strategy, please in clude risk disclosure regarding emerging
markets, or add a separate emerging markets risk.  Management of the Fund
 11. In the section entitled “Portfolio Managers” on p. 59, Form N-2 requires the Fund to disclose,
among other things, each portfolio manager’s bus iness experience during the past 5 years.
Please revise the disclosure to clarify the ro les and titles each Portfolio Manager has held at
Bain Capital within the past 5 years. If they've held their current positions for more than 5 years, please add the year they acquired their current titles. See Item 9.1.c of Form N-2.
  Investment Management Fee and Incentive Fee

12. Under the sub-heading “Incentive Fee” on p. 63, please include examples  and/or graphical
representations showing how the incentive fee works, including the hurdle rate and catch-up
components.

Closing
  We note that portions of the filings are incomplete. We may have additional comments
on such portions when you complete them in a pr e-effective amendment, on disclosures made in
response to this letter, on information supplied supplementally, or on exhi bits added in any pre-
effective amendment.     If you intend to omit certain information from the form of the prospectus included with
the registration statement that is declared effective in reliance on Rule 430A under the Securities Act of 1933, please identify the omitted informati on to us supplementally, preferably before
filing the final pre-effective amendment.

Samuel Goldstein
Lincoln Bain Capital Total Credit Fund, LP
April 14, 2025 Page 4

  Please advise us of any exemptive app lications or no-acti on requests you have
submitted or expect to submit in connecti on with your registration statement.
  Response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Securities Act.  Wh ere no change will be made in the filing in
response to a comment, please indi cate this fact in a supplementa l letter and briefly state the
basis for your position.

  We remind you that the company and its mana gement are responsible for the accuracy
and adequacy of their disclosures, notwithsta nding any review, comments, action or absence of
action by the staff.
 Should you have any questions regarding this letter, please contact me at (202) 551-6405.

Sincerely,

/s/ Samantha A. Brutlag Samantha A. Brutlag Senior Counsel Disclosure Review Office
 cc:  Michael J. Spratt, Assistant Director
Michael Kosoff, Seni or Special Counsel