CORRESP: Correspondence
Published on January 13, 2025
|
|
1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
|
|
| Matthew J. Carter
matthew.carter@dechert.com +1 202 261 3395 Direct +1 202 261 3333 Fax |
January 13, 2025
Via Edgar
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street N.E.
Washington DC 20549
Attn: Ms. Anu Dubey
| Re: | HPS Corporate Lending Fund |
Amendment No. 1 to Registration Statement on Form N-14
File No. 333-283686
Dear Ms. Dubey:
On behalf of HPS Corporate Lending Fund (the Company), this letter responds to the comment issued by the staff (the Staff) of the U.S. Securities and Exchange Commission (the SEC) in a phone call on January 13, 2025 between Anu Dubey of the Staff and Matthew Carter of Dechert LLP, counsel to the Company, relating to the Companys Amendment No. 1 to the registration statement on Form N-14 that was filed with the SEC on January 10, 2025 (as amended, the Registration Statement) and the Companys response letter submitted on January 10, 2025 (the Prior Letter).
For your convenience, the Staffs comment is included in this letter and is followed by the response of the Company. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.
| 1. | Comment: The Staff notes the response to comment #9 in the Prior Letter. Please confirm that the following requested change will be made in a filing pursuant to Rule 424 after acceleration of the Registration Statement: Please confirm that all references to the Section Certain Material U.S. Federal Income Tax Considerations are revised to delete Certain to conform to the change made on page 42. |
Response: As requested, the Company confirms that the requested change will be made throughout the final prospectus to be filed pursuant to Rule 424 by the Company, which will be filed after effectiveness of the Registration Statement.
* * * * * *
|
January 13, 2025 Page 2 |
Should you have any questions regarding this letter, please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com or Thomas Friedmann at (617) 641-7120 or by email at thomas.friedmann@dechert.com.
| Sincerely, |
| /s/ Matthew J. Carter |
| Matthew J. Carter |
| cc: | Michael Patterson, HPS Corporate Lending Fund |
Grishma Parekh, HPS Corporate Lending Fund
Robert Busch, HPS Corporate Lending Fund
Thomas J. Friedmann, Dechert LLP
Nadeea Zakharia, Dechert LLP