| 1. |
Please acknowledge in your EDGAR CORRESP filing that (i) the staff of the SEC has not taken a position on whether the Merger will result in an assignment (as such term is
defined for purposes of Section 15(a)(4) of the Investment Company Act) and (ii) should Proposal 1 not be approved by stockholders, the Registrant will discuss the matter with the staff.
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| 2. |
Under “Questions and Answers – Do any of the Company’s directors or officers have an interest in the approval of the New Investment Advisory Agreement that is different
from that of the Company’s stockholders generally?”, please add a cross-reference to the section in which the directors’ and officers’ conflicts of interests are discussed.
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| 3. |
Under “Questions and Answers – Will the management and incentive fees payable by each Company change under the New Investment Advisory Agreement?”, please clarify whether
the Base Management Fee and/or Incentive Fee will change if Proposal 2 is adopted.
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| 4. |
Consider adding a separate discussion under “Questions and Answers” regarding Proposal 2 or otherwise including within “Questions and Answers” a clear statement about the
potential impact on the calculation of the Base Management Fee and Incentive Fee paid to the Adviser.
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| 5. |
Under “Questions and Answers”, please explain how the income-based incentive fee will be earned during the “catch up” and provide the same level of disclosure that would be
required in a prospectus regarding the incentive fee.
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| 6. |
Under “Questions and Answers”, please clarify how the calculation of the 200% asset coverage ratio will “give effect” to the exemptive relief OCSL received with respect to
debentures issued by a small business investment company subsidiary.
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| 7. |
Under “Proposal 1 – Merger Agreement”, please include disclosure about the second condition of section 15(f)(1) of the 1940 Act regarding not imposing an unfair burden on
the Company.
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| 8. |
Please include disclosure that approximates with as much precision as possible the estimated monetary benefit to be received by the fund directors that are owners of the
acquired adviser.
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| 9. |
Please change the title of Proposal 2 to specifically state that the reduced asset coverage limit will permit the fund to double the amount of borrowings.
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| 10. |
In connection with Proposal 2, please add disclosure explaining that interest rates on borrowings may increase if asset coverage is reduced in each instance where the
Registrant discusses the need to refinance the credit facility.
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| 11. |
Under “Proposal 2 - Background and 1940 Act Requirements”, please set forth the OCSL’s current assets, current borrowings, and any additional amount of borrowings that
would be permitted if Proposal 2 is adopted.
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| 12. |
On page 20, please add a heading above the narrative disclosure about the effect of leverage table.
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| 13. |
On page 21 under “Impact on fees payable by OCSL to the Adviser”, please highlight or otherwise emphasize that the potential increase in leverage will make it easier for
the Adviser to earn the incentive fee.
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| 14. |
On page 21 under “Impact on fees payable by OCSL to the Adviser”, please include the board consideration under Proposal 1.
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| 15. |
On page 22, please add a heading above the narrative disclosure about the fees and expense table.
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