SEC Company Response from Lincoln Partners Group Royalty Fund (CIK 0002054995) — Jul 30, 2025
Lincoln Partners Group Royalty Fund (CIK 0002054995)
Date: July 30, 2025 · CIK: 0002054995 · Accession: 0001193125-25-168851
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285895, 811-24065
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission File Nos.: File Nos. 333-285895 and 811-24065 Fund: Lincoln Partners Group Royalty Fund (the “Fund”)
Dear Ms. Brutlag:
This letter responds to your comments, provided via email on April 14, 2025, to the Trust’s initial registration statement filed on Form N-2 on March 19, 2025. Any comments to the disclosure for one Fund will be applied to both Funds, where applicable.
The following are your comments and the Trust’s responses.
General
1. We note that portions of the registration statement are incomplete. Please provide the staff with all missing information and disclosure for review as soon as practicable including, without limitation, the completed fee table, hypothetical expense examples, effects of leverage disclosure, references to the auditor, auditor consent, and financial statements.
RESPONSE: Please see the revised registration statement.
Cover Page
2. Disclosure on the cover page states: “To provide shareholders with limited liquidity, the Fund conducts repurchases of Shares in each quarter.” Please revise this sentence to clarify that the Fund “may conduct repurchases of Shares.” 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.””
RESPONSE: The clause in question has been removed. The paragraph now reads:
The Shares are not listed on any securities exchange. To provide shareholders with limited liquidity, the Fund intends to offer to repurchase Shares from Shareholders in each quarter in an amount up to 5% of the Fund’s net asset value
Lincoln Financial Group
150 N. Radnor Chester Rd.
Radnor, PA
Phone: 484-583-8711
Email: sam.goldstein@lfg.com
(“NAV”), calculated as of the prior calendar quarter end. The Board of Trustees (the “Board”) has complete discretion to determine whether the Fund will engage in any share repurchase, and if so, the terms of such repurchase. See “Repurchases of Shares.”
3. Disclosure on the cover page states, “There is no assurance that quarterly distributions paid by the Fund will be maintained at the targeted level 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 regarding a specific “targeted level” of distributions.
RESPONSE: The clause has been revised. The language now reads:
There is no assurance that quarterly distributions paid by the Fund will be maintained at any particular level or that distributions will be paid at all.
4. Disclosure on the cover page states: “The Adviser and the Fund rely on exemptive relief to, among other things, (i) designate multiple classes 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 distribution fees on the assets of various classes of Shares to be used to pay for expenses incurred in fostering the distribution of the Shares of the particular class.” Please provide the staff with the status of this exemptive relief.
RESPONSE: The Registrant filed an application for exemptive relief on April 4, 2025. Please see the Registrant’s EDGAR page for further detail.
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 investing in a portfolio of direct investments in royalties, Royalties Funds, and other income-oriented investments such as BSLs, listed royalties and credit instruments…backed by royalties.” Please disclose the types of royalties in which the fund will invest (e.g., music, TV, books, sports, brands, patents, franchises).
RESPONSE: The following sentence has been added in the next paragraph (and additional detail added in various sections of the prospectus):
The Fund may invest in any type of royalty, including, without limitation, those related to pharmaceuticals, media, music, sports, brands, oil and gas production, and carbon credits. In addition, the Fund may invest in royalties relating to any industry sector.
6. Under the heading “Investment Opportunities and Strategies”, the disclosure on pp. 1-2 describes Royalty Funds and royalty investments in securities issued by special purpose vehicles (“SPVs”). Please describe the structure 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 more than 15% of its assets in these funds and
Lincoln Financial Group
150 N. Radnor Chester Rd.
Radnor, PA
Phone: 484-583-8711
Email: sam.goldstein@lfg.com
SPVs. In your response, please confirm if the Fund intends to consolidate such SPVs, if they are controlled by the Fund.
RESPONSE: The Fund may, but is not required to, invest more than 15% of its assets in entities relying on the exclusions under 1940 Act Sections 3(c)(1) and 3(c)(7). The Fund will invest in SPVs and Royalty Funds that it expects will generally be organized as limited liability companies or limited partnerships, and which will rely on the exclusions from the definition of an investment company under Section 3(c)(1) or 3(c)(7) of the 1940 Act or will not be required to rely on such exclusions in order to not be investment companies (e.g., by virtue of not holding securities, among other reasons). Each SPV will limit investment to, at a minimum, accredited investors. The SPVs in which the Fund expects to invest are vehicles that provide access, directly or indirectly, to a specific royalty stream. Certain SPVs organized by the sellers of such securities may charge a performance fee and administrative and other management fees.
The Fund intends to consolidate any SPVs that 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.
RESPONSE: The Fund does not directly calculate or apply depletion allowances. These calculations would be performed by the operating entities that own and manage the natural resource assets. Such entities determine their financial performance, including the application of depletion allowances, in accordance with their own accounting policies and procedures. Based on this, they make distributions to their investors, including the Fund.
The Fund would receive these distributions—whether classified as return of capital, realized gains or losses, dividends, or otherwise—and incorporate them into the incentive fee calculation in the same manner as distributions from other portfolio investments. The Fund does not independently adjust these amounts for depletion.
To the extent that changes in depletion allowances materially impact the cash flows of the underlying asset, such changes are reflected in the fair value of the Fund’s investment through the Fund’s valuation review process. Any resulting change in fair value may subsequently affect the incentive fee calculation.
8. Under the heading “Repurchases of Shares” on p. 8, please bold the following disclosure in the third paragraph: “The Fund has no obligation 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.”
Lincoln Financial Group
150 N. Radnor Chester Rd.
Radnor, PA
Phone: 484-583-8711
Email: sam.goldstein@lfg.com
RESPONSE: The requested revision has been made.
Summary of Fees and Expenses
9. Given the nature of the Fund’s underlying investments, please include a footnote to the Acquired Fund Fees and Expenses (“AFFE”) line of the fee table that:
(1) discloses the typical Incentive Allocation or such other fee (expressed as a percentage) to be paid to the investment advisers of the Acquired Funds (or an affiliate);
RESPONSE: The following text has been added as a footnote to the AFFE line of the fee table:
Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs of investing in other investment companies and other pooled investment vehicles. AFFE are estimated for the Fund’s current fiscal year based on historic fees and expenses. AFFE may include an incentive allocation or other fee based on income, capital gains and/or appreciation (an “Incentive Allocation”) payable to the adviser of an acquired fund. While the amount of such fees vary by acquired fund, performance fees, if charged, tend to be approximately 20% of the acquired fund’s profits above an 8% hurdle rate (a minimum rate of return). Future AFFE may be substantially higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate over time.
(2) discloses that Acquired Funds’ fees and expenses are based on historic fees and expenses; and
RESPONSE: The requested revision has been made.
(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.
RESPONSE: The requested revision has been made.
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.
RESPONSE: The fees of SPVs that are entities relying on section 3(c)(1) and 3(c)(7) of the 1940 Act 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.
RESPONSE: The Trust confirms that wholly-owned subsidiaries’ investment
Lincoln Financial Group
150 N. Radnor Chester Rd.
Radnor, PA
Phone: 484-583-8711
Email: sam.goldstein@lfg.com
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.
RESPONSE: Expense examples have been updated to reflect two scenarios: first, where the 5% return is made up of income, and therefore leads to an incentive fee; and second, where the 5% return is made up of gains, and therefore does not lead to an incentive fee.
Investment Objective, Opportunities and Strategies
13. Under the sub-heading “Investment Opportunities and Strategies” beginning on p. 17, please disclose the industries in which the fund expects to be invested or exposed to through such royalties. The principal risks address the entertainment industry (music, film, tv, and sports), pharmaceutical/healthcare industry, branded goods, extractive industries (sub-surface and natural resources), and carbon credit industry. If this list is not exhaustive, disclosure stating that should also be included. This is important and material information regarding the Fund’s strategies that a prospective investor should know.
RESPONSE: The following sentence has been added to clarify:
The Fund may invest in any type of royalty, including, without limitation, those related to pharmaceuticals, media, music, sports, brands, oil and gas production, and carbon credits. In addition, the Fund may invest in royalties relating to any industry sector.
In addition, the following language has been added to the summary, on page 1 of the prospectus, under the heading “INVESTMENT OPPORTUNITIES AND STRATEGIES”:
The Fund invests at least 25% of its total assets in “Intellectual Property Rights Industries”, which is the group of industries where the value and/or potential value of the Fund’s investments arise from, or are underpinned by, intellectual property rights (such as copyrights, trademarks, patents, licenses, or other rights to intellectual property): media and entertainment (music, film, and television), pharmaceuticals and healthcare, and consumer discretionary (sports and brands).
The Registrant believes that the currently listed principal risks represent the principal risks of the Fund.
14. Under the sub-heading “Investment Opportunities and Strategies”, the disclosure on p. 17 states that the Fund will invest in a mix of royalty investments, including 0-70% in Royalties Funds. This disclosure implies that the Fund may invest more than 15% of its net assets in
Lincoln Financial Group
150 N. Radnor Chester Rd.
Radnor, PA
Phone: 484-583-8711
Email: sam.goldstein@lfg.com
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 their net assets in such as 3(c)(1) or 3(c)(7) funds should impose a minimum initial investment requirement of at least $25,000 and restrict sales to investors that, at a minimum, satisfy the accredited investor standard. Please explain to the staff why it is or would be appropriate for the fund to offer shares without imposing these limitations. We may have additional comments after reviewing your response.
RESPONSE: The Registrant notes recent public remarks from the SEC Chairman1 and the SEC staff2 to the effect that the staff will no longer give this comment for funds such as the Fund. The Fund therefore respectfully declines to impose such investor restrictions at this time. The Fund has updated its disclosure to address the specialized nature of the Fund, including that the Fund is not a complete investment program as follows: “The Fund’s Shares should be viewed as a long-term investment within a multi-asset personal portfolio and should not be viewed individually as a complete investment program.”
15. Under the sub-heading “Investment Opportunities 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 exhibit 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.
RESPONSE: The text has been replaced as follows:
Secondary investments mean buying a stake in a fund after capital has already been raised through a private deal, which may allow secondary investments to avoid — or greatly shorten — an early-stage dip in returns (the “J-curve”) that new, primary investments often experience.
16. Under the sub-heading “Investment Opportunities and Strategies” on pp. 17-18, the disclosure states that the Fund will invest in royalties debt investments 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 securities that are rated below investment grade.
RESPONSE: The following text has been added:
… The Fund will invest in royalty debt investments and broadly syndicated loans. The royalty debt investments tend to fall into two buckets. First, the Fund will have a limited number of senior secured loans that have first-ranking security over the relevant assets. Second, and more commonly, the Fund will provide mezzanine financing through a “royalty backed note”. These will typically be structurally
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CORRESP 1 filename1.htm Lincoln Partners Group Royalty Fund Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com VIA EDGAR July 30, 2025 Samantha Brutlag, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-4644 RE: Registrant: Lincoln Royalties Income Fund, LP (the “Trust”) File Nos.: File Nos. 333-285895 and 811-24065 Fund: Lincoln Partners Group Royalty Fund (the “Fund”) Dear Ms. Brutlag: This letter responds to your comments, provided via email on April 14, 2025, to the Trust’s initial registration statement filed on Form N-2 on March 19, 2025. Any comments to the disclosure for one Fund will be applied to both Funds, where applicable. The following are your comments and the Trust’s responses. General 1. We note that portions of the registration statement are incomplete. Please provide the staff with all missing information and disclosure for review as soon as practicable including, without limitation, the completed fee table, hypothetical expense examples, effects of leverage disclosure, references to the auditor, auditor consent, and financial statements. RESPONSE: Please see the revised registration statement. Cover Page 2. Disclosure on the cover page states: “To provide shareholders with limited liquidity, the Fund conducts repurchases of Shares in each quarter.” Please revise this sentence to clarify that the Fund “may conduct repurchases of Shares.” 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.”” RESPONSE: The clause in question has been removed. The paragraph now reads: The Shares are not listed on any securities exchange. To provide shareholders with limited liquidity, the Fund intends to offer to repurchase Shares from Shareholders in each quarter in an amount up to 5% of the Fund’s net asset value Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com (“NAV”), calculated as of the prior calendar quarter end. The Board of Trustees (the “Board”) has complete discretion to determine whether the Fund will engage in any share repurchase, and if so, the terms of such repurchase. See “Repurchases of Shares.” 3. Disclosure on the cover page states, “There is no assurance that quarterly distributions paid by the Fund will be maintained at the targeted level 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 regarding a specific “targeted level” of distributions. RESPONSE: The clause has been revised. The language now reads: There is no assurance that quarterly distributions paid by the Fund will be maintained at any particular level or that distributions will be paid at all. 4. Disclosure on the cover page states: “The Adviser and the Fund rely on exemptive relief to, among other things, (i) designate multiple classes 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 distribution fees on the assets of various classes of Shares to be used to pay for expenses incurred in fostering the distribution of the Shares of the particular class.” Please provide the staff with the status of this exemptive relief. RESPONSE: The Registrant filed an application for exemptive relief on April 4, 2025. Please see the Registrant’s EDGAR page for further detail. 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 investing in a portfolio of direct investments in royalties, Royalties Funds, and other income-oriented investments such as BSLs, listed royalties and credit instruments…backed by royalties.” Please disclose the types of royalties in which the fund will invest (e.g., music, TV, books, sports, brands, patents, franchises). RESPONSE: The following sentence has been added in the next paragraph (and additional detail added in various sections of the prospectus): The Fund may invest in any type of royalty, including, without limitation, those related to pharmaceuticals, media, music, sports, brands, oil and gas production, and carbon credits. In addition, the Fund may invest in royalties relating to any industry sector. 6. Under the heading “Investment Opportunities and Strategies”, the disclosure on pp. 1-2 describes Royalty Funds and royalty investments in securities issued by special purpose vehicles (“SPVs”). Please describe the structure 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 more than 15% of its assets in these funds and Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com SPVs. In your response, please confirm if the Fund intends to consolidate such SPVs, if they are controlled by the Fund. RESPONSE: The Fund may, but is not required to, invest more than 15% of its assets in entities relying on the exclusions under 1940 Act Sections 3(c)(1) and 3(c)(7). The Fund will invest in SPVs and Royalty Funds that it expects will generally be organized as limited liability companies or limited partnerships, and which will rely on the exclusions from the definition of an investment company under Section 3(c)(1) or 3(c)(7) of the 1940 Act or will not be required to rely on such exclusions in order to not be investment companies (e.g., by virtue of not holding securities, among other reasons). Each SPV will limit investment to, at a minimum, accredited investors. The SPVs in which the Fund expects to invest are vehicles that provide access, directly or indirectly, to a specific royalty stream. Certain SPVs organized by the sellers of such securities may charge a performance fee and administrative and other management fees. The Fund intends to consolidate any SPVs that 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. RESPONSE: The Fund does not directly calculate or apply depletion allowances. These calculations would be performed by the operating entities that own and manage the natural resource assets. Such entities determine their financial performance, including the application of depletion allowances, in accordance with their own accounting policies and procedures. Based on this, they make distributions to their investors, including the Fund. The Fund would receive these distributions—whether classified as return of capital, realized gains or losses, dividends, or otherwise—and incorporate them into the incentive fee calculation in the same manner as distributions from other portfolio investments. The Fund does not independently adjust these amounts for depletion. To the extent that changes in depletion allowances materially impact the cash flows of the underlying asset, such changes are reflected in the fair value of the Fund’s investment through the Fund’s valuation review process. Any resulting change in fair value may subsequently affect the incentive fee calculation. 8. Under the heading “Repurchases of Shares” on p. 8, please bold the following disclosure in the third paragraph: “The Fund has no obligation 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.” Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com RESPONSE: The requested revision has been made. Summary of Fees and Expenses 9. Given the nature of the Fund’s underlying investments, please include a footnote to the Acquired Fund Fees and Expenses (“AFFE”) line of the fee table that: (1) discloses the typical Incentive Allocation or such other fee (expressed as a percentage) to be paid to the investment advisers of the Acquired Funds (or an affiliate); RESPONSE: The following text has been added as a footnote to the AFFE line of the fee table: Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs of investing in other investment companies and other pooled investment vehicles. AFFE are estimated for the Fund’s current fiscal year based on historic fees and expenses. AFFE may include an incentive allocation or other fee based on income, capital gains and/or appreciation (an “Incentive Allocation”) payable to the adviser of an acquired fund. While the amount of such fees vary by acquired fund, performance fees, if charged, tend to be approximately 20% of the acquired fund’s profits above an 8% hurdle rate (a minimum rate of return). Future AFFE may be substantially higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate over time. (2) discloses that Acquired Funds’ fees and expenses are based on historic fees and expenses; and RESPONSE: The requested revision has been made. (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. RESPONSE: The requested revision has been made. 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. RESPONSE: The fees of SPVs that are entities relying on section 3(c)(1) and 3(c)(7) of the 1940 Act 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. RESPONSE: The Trust confirms that wholly-owned subsidiaries’ investment Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com 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. RESPONSE: Expense examples have been updated to reflect two scenarios: first, where the 5% return is made up of income, and therefore leads to an incentive fee; and second, where the 5% return is made up of gains, and therefore does not lead to an incentive fee. Investment Objective, Opportunities and Strategies 13. Under the sub-heading “Investment Opportunities and Strategies” beginning on p. 17, please disclose the industries in which the fund expects to be invested or exposed to through such royalties. The principal risks address the entertainment industry (music, film, tv, and sports), pharmaceutical/healthcare industry, branded goods, extractive industries (sub-surface and natural resources), and carbon credit industry. If this list is not exhaustive, disclosure stating that should also be included. This is important and material information regarding the Fund’s strategies that a prospective investor should know. RESPONSE: The following sentence has been added to clarify: The Fund may invest in any type of royalty, including, without limitation, those related to pharmaceuticals, media, music, sports, brands, oil and gas production, and carbon credits. In addition, the Fund may invest in royalties relating to any industry sector. In addition, the following language has been added to the summary, on page 1 of the prospectus, under the heading “INVESTMENT OPPORTUNITIES AND STRATEGIES”: The Fund invests at least 25% of its total assets in “Intellectual Property Rights Industries”, which is the group of industries where the value and/or potential value of the Fund’s investments arise from, or are underpinned by, intellectual property rights (such as copyrights, trademarks, patents, licenses, or other rights to intellectual property): media and entertainment (music, film, and television), pharmaceuticals and healthcare, and consumer discretionary (sports and brands). The Registrant believes that the currently listed principal risks represent the principal risks of the Fund. 14. Under the sub-heading “Investment Opportunities and Strategies”, the disclosure on p. 17 states that the Fund will invest in a mix of royalty investments, including 0-70% in Royalties Funds. This disclosure implies that the Fund may invest more than 15% of its net assets in Lincoln Financial Group 150 N. Radnor Chester Rd. Radnor, PA 19087 Phone: 484-583-8711 Email: sam.goldstein@lfg.com 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 their net assets in such as 3(c)(1) or 3(c)(7) funds should impose a minimum initial investment requirement of at least $25,000 and restrict sales to investors that, at a minimum, satisfy the accredited investor standard. Please explain to the staff why it is or would be appropriate for the fund to offer shares without imposing these limitations. We may have additional comments after reviewing your response. RESPONSE: The Registrant notes recent public remarks from the SEC Chairman1 and the SEC staff2 to the effect that the staff will no longer give this comment for funds such as the Fund. The Fund therefore respectfully declines to impose such investor restrictions at this time. The Fund has updated its disclosure to address the specialized nature of the Fund, including that the Fund is not a complete investment program as follows: “The Fund’s Shares should be viewed as a long-term investment within a multi-asset personal portfolio and should not be viewed individually as a complete investment program.” 15. Under the sub-heading “Investment Opportunities 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 exhibit 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. RESPONSE: The text has been replaced as follows: Secondary investments mean buying a stake in a fund after capital has already been raised through a private deal, which may allow secondary investments to avoid — or greatly shorten — an early-stage dip in returns (the “J-curve”) that new, primary investments often experience. 16. Under the sub-heading “Investment Opportunities and Strategies” on pp. 17-18, the disclosure states that the Fund will invest in royalties debt investments 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 securities that are rated below investment grade. RESPONSE: The following text has been added: … The Fund will invest in royalty debt investments and broadly syndicated loans. The royalty debt investments tend to fall into two buckets. First, the Fund will have a limited number of senior secured loans that have first-ranking security over the relevant assets. Second, and more commonly, the Fund will provide mezzanine financing through a “royalty backed note”. These will typically be structurally 1