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 Royalties Income Fund, LP, File Nos. 333-285895, 811-24065
Dear Mr. Goldstein:
We have reviewed the registra tion statement for the Lincol n Royalties Income Fund filed
on Form N-2 with the Securities and Exch ange Commission on Marc h 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 registrati on statement.  All capitalized terms not otherwise
defined herein have the meaning given 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.
Cover Page
2. Disclosure on the cover page states: “To provide shareholders with limited liquidity, the
Fund conducts repurchases of Shares in each qu arter.” Please revise th is sentence to clarify
that the Fund “may conduct repurchases of Shar es.” The staff notes that disclosure in the
same paragraph states, “The Board has complete discretion to determine whether the Fund
will engage in any share repurchase.”
3. 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.

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 2

 4. Disclosure on the cover page states: “The A dviser and the Fund rely on exemptive relief to,
among other things, (i) designate multiple classe s of Shares; (ii) impose on certain of the
classes an early redemption fee and schedule for waivers of such fee; and (iii) impose class
specific annual asset-based distri bution fees on the assets of various classes of Shares to be
used to pay for expenses incurred in fostering th e distribution of the Shares of the particular
class.” Please provide the staff with the status of this exemptive relief.  Summary of Terms
 5. Under the heading “Investment Opportunities and Strategies”, the disclosure on p. 1 explains
that the Fund “seeks to achieve its investment  objective by primarily i nvesting in a portfolio
of direct investments in r oyalties, Royalties Funds, and othe r income-oriented investments
such as BSLs, listed royalties and credit instruments…backed by royalties.”  Please disclose the types of royalties in wh ich the fund will invest ( e.g., music, TV, books, sports, brands,
patents, franchises).
6. Under the heading “Investment Opportunities and Strategies”, the disclosure on pp. 1-2
describes Royalty Funds and r oyalty investments in secur ities issued by special purpose
vehicles (“SPVs”). Please describe the struct ure of these Royalty Funds and SPVs, clarifying
the extent to which they are private funds or  entities relying on the exclusions under Sections
3(c)(1) and 3 (c)(7) and if the fund will invest mo re than 15% of its assets in these funds and
SPVs. In your response, please confirm if the Fund intends to consolidate such SPVs, if they are controlled by the Fund.

7. Under the heading “Investment Management  Fee and Incentive Fee” on p. 3, there is a
section discussing the incentive fee and how it is  calculated. Please supplementally explain to
the staff how the Fund accounts for estimated and actual “trued up” return on capital (if
distributions from natural resource related royalties are affected by depletion allowances) in the calculation of the incentive fee.
8. Under the heading “Repurchases of Shares” on p. 8, please bold the following disclosure in
the third paragraph: “The Fund has no obliga tion to repurchase Shares at any time” and
“There can be no assurance that the Board of Trustees will approve the Adviser’s recommendation that the Fund repurchase shares.”

Summary of Fees and Expenses
 9. Given the nature of the Fund’s underlying inve stments, please include a footnote to the
Acquired Fund Fees and Expenses (“AF FE”) line of the fee table that:

(1) discloses the typical Incentive Alloca tion or such other fee (expressed as a
percentage) to be paid to the investment  advisers of the Acquired Funds (or an
affiliate);

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 3

(2) discloses that Acquired Funds’ fees and expenses are based on historic fees and
expenses; and  (3) states that future Acquired Funds’ fees  and expenses may be substantially higher
or lower because certain fees are based on the performance of the Acquired Funds, which may fluctuate over time.  See Instruction 10.g to Item 3 of Form N-2.
 10. Please confirm that the fees of SPVs, which are entities relying of section 3(c)(1) and 3(c)(7)
of the Investment Company Act of 1940, are captured in the AFFE line of the fee table.
 11. Please confirm that wholly-owned subsidiaries ’ investment management  fees and expenses
are included in their respective categories in the fee table.

12. Please clarify any assumptions in relation to the treatment of the incentive fees in the expense
example on p. 13.

Investment Objective, O pportunities and Strategies

13. Under the sub-heading “Investment Opportun ities and Strategies” beginning on p. 17, please
disclose the industries in which the fund expect s to be invested or exposed to through such
royalties. The principal risks address the entert ainment industry (music, film, tv, and sports),
pharmaceutical/healthcare indus try, branded goods, extractiv e industries (sub-surface and
natural resources), and carbon credit industry. If th is list is not exhaustiv e, disclosure stating
that should also be included. This is important  and material information regarding the Fund’s
strategies that a prosp ective investor should know.

14. Under the sub-heading “Investment Opportunitie s and Strategies”, the disclosure on p. 17
states that the Fund will invest in a mix of royalty investments, in cluding 0-70% in Royalties
Funds. This disclosure implies that the Fund may invest more than 15% of its net assets in
Royalties Funds that may rely on sections 3(c)(1) or 3(c)(7).  Please note that registered
closed-end funds that invest more than 15% of th eir net assets in such as 3(c)(1) or 3(c)(7)
funds should impose a minimum initial inves tment requirement of at least $25,000 and
restrict sales to investors that, at a minimum, satisfy the accredited inve stor standard.  Please
explain to the staff why it is or would be a ppropriate for the fund to offer shares without
imposing these limitations. We may have a dditional comments after reviewing your
response.

15. Under the sub-heading “Investment Opportunitie s and Strategies”, the prospectus includes
disclosure on p. 17 regarding “Royalties Primary Investments and Secondary Investments”,
which states: “Secondaries have the benefit that they may exhi bit little or none of the J-curve
characteristics associated with primary investments.” Please include a brief explanation of what this sentence means in plain English.

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 4

 16. Under the sub-heading “Investment Oppor tunities and Strategies” on pp. 17-18, the
disclosure states that the Fund will invest in  royalties debt investme nts and other types of
loans. Please clarify here the quality of the debt instruments in which the fund may invest, including that the fund may invest in securitie s that are rated below investment grade.

17. Under the sub-heading “Investment Oppor tunities and Strategies” on pp. 17-18, the
disclosure states that the fund may invest in derivatives.  Please supplementally explain to the
staff how the Fund anticipates being able to inve st in derivatives inst ruments while remaining
in compliance with the VaR test under Rule 18f-4 . In addition, please identify to the staff the
designated reference index it intends to use. If  the Fund is relying on the absolute VaR test
(rare), the fund should explain how it determin ed that it could not find an appropriate
designated reference portfolio.  Types of Investment s and Related Risks

18. The staff notes that the Fund intends to use derivatives, as disclosed in the principal
investment strategies section of the prospectus and elsewh ere throughout the filing.  Please
include appropriate risk disclosure s regarding the use of derivatives.

19. Under the sub-heading “Risks Related to Inve stment Strategies, Fund Investments, and the
Fund’s Investment Program”, the Fund has included a section entitled “Carbon Credit
Industry Risks” on pp. 28-29. Please provide gr eater clarity as to how the carbon credit
industry relates to royalties. Also, to the exte nt investments in carbon credits and any related
royalties are a principal investme nt of the Fund, please include such investments in response
to Comment 5 above.  Management of the Fund
 20. In the section entitled “Portfolio Managers” beginning on p. 41, Form N-2 requires the Fund
to disclose, among other things, the length of service of each portfolio manager employed by
or associated with the Registrant  or an investment adviser or s ub-adviser of the Registrant, as
well as their business experience during the past  5 years. The staff notes that while this
information is included for some of the portf olio managers, it is missing for others. Please
revise this section to clearly disclose each port folio manager’s length of service with Partners
Group and their business experience during the past 5 years. See Item 9.1.c of Form N-2.
 Investment Management Fee and Incentive Fee

21. Under the sub-heading “Incentive Fee” on p. 46, th e disclosure states “Fund pre-incentive fee
net investment income does not include any component of capital gains or capital
appreciation.” Please revise this  sentence in plain English.

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 5

Repurchases of Shares

22. Rule 14e-8 under the Securitie s Exchange Act of 1934 prohi bits announcements of tender
offers without the intention to commence such offers within a reasonable time. Please revise
the disclosure under the section entitled “Re purchases of Shares” beginning on p. 52 to limit
the discussion of tender offers to general information like how  tender offers will be funded,
any general frequency (i.e., qua rterly, semi-annually, annually, et c.), the effect that share
repurchases and related financi ngs might have on expense ratio s and portfolio turnover, the
ability of the fund to achieve its investment objectives, and potential tax consequences to
investors. We believe that specific procedures th at the fund currently intends to follow at the
time it makes a tender offer, such as how the price to be paid for tendered shares will be determined, how long the offer will remain open, and when paym ent will be made are more
appropriate to disclose in the te nder offer documents sent to invest ors when an offer is made.
 Purchase of Shares

23. Under the sub-heading “Purchase Price” on p. 59, the disclosure refers to the “Fund’s daily
NAV.” Please revise this disclosure to make  clear that the Fund's NAV is calculated
monthly. References to the “Fund’s daily NAV ” may be confusing to investors absent
clarification.
24. Under the sub-heading “Class A Shares”, the disc losure on p. 60 states that investors may be
able to buy Class A Shares without a sales load  when “purchasing Shares through a Financial
Intermediary that has a special arrangement with  the Fund.” Please disclose the intermediary-
specific sales load variat ions in the prospectus.
 Tax Aspects

25. Under the sub-heading “Taxation of U.S. Shareh olders”, the disclosure on p. 67 states that
“the Fund may invest in certain royalty inve stments through taxable corporations.” Please
clarify if the taxable corporations referenced  are primarily controlled by the Fund and/or are
wholly-owned subsidiaries. In addition, as applicable, please address the following for
subsidiaries:
a. Disclose that the Fund complies with th e provisions of the Investment Company
Act governing investment po licies (Section 8) on an aggregate basis with a
subsidiary.
b. Disclose that the Fund complies with th e provisions of the Investment Company
Act governing capital structure and levera ge (Section 18) on an aggregate basis
with a subsidiary so that the Fund treats a subsidiary’s debt as its own for purposes of Section 18.

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 6

c. Disclose that any investment  adviser to the subsidiary complies with provisions of
the Investment Company Act relating to investment advisory contracts
(Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20)
of the Investment Company Act. Any i nvestment advisory agreement between a
subsidiary and its investment  adviser is a material cont ract that should be included
as an exhibit to the registration statement.  If the same person is the adviser to both
the Fund and the Subsidiary, then, for pur poses of complying with Section 15(c),
the reviews of the Fund’s and a subsidiary ’s investment advisory agreements may
be combined.

d. Disclose that each subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17). Identif y the custodian of the Subsidiary, if
any.

e. Disclose any of the subsidia ry’s principal investment st rategies or principal risks
that constitute principal inve stment strategies or risks of the Fund. The principal
investment strategies and pr incipal risk disclosures of a Fund that invests in a
subsidiary should reflect aggregate ope rations of the Fund and a subsidiary.

f. Explain in correspondence whether the financ ial statements of a subsidiary will be
consolidated with those of the Fund. If not, please explain why not.

g. Confirm in correspondence that a subsidiary  and its board of directors will agree
to inspection by the staff of a subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder-we may have further comments.
 Statement of Additional Information (“SAI”)
 Fundamental Policies

26. The Fund indicates on p. B-11 that it has adopted  a “Real Estate Fundamental Policy” that
permits it to “invest directly or indirectly in real estate or interests in real estate, securities that are secured or represent interest in real estate . . . mortgage-related securities, investment funds that invest in real estate, or in compan ies engaged in the real estate business or that
have a significant portion of their assets in real estate (includi ng REITs).” The staff notes that
real estate related investment s are not mentioned in the pr ospectus. Please supplementally
explain to the staff how these re al estate investments relate to the Fund’s investment strategy
and if necessary, add re levant disclosure regarding such  investments to the prospectus.
 Financial Statements

27. The staff notes a placeholder in the SAI for the inclusion of financial statements. Please
confirm that these will be audited, include a Schedule of Investments, be prepared in

Samuel Goldstein
Lincoln Royalties Income Fund, LP April 14, 2025 Page 7

accordance with Regulation S-X Section 12-12 through 12-14 and be accompanied by a
consent from the Fund's independent  registered public accountant.

Closing

 We note that portions of the filings are incomplete. We may have additional comments
on such portions when you compl