Alcentra Capital Corporation
200 Park Avenue, 7th Floor
New York, NY 10166
Incapital LLC
200 South Wacker Drive, Suite 3700
Chicago Illinois 60606
January 28, 2015
Mr. Dominic Minore
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Alcentra Capital Corporation Registration Statement on Form N-2 File No. 333-199622 |
Dear Mr. Minore:
In response to the oral comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that we received on January 27, 2015, regarding pre-effective amendment no.1 to the Company’s registration statement on Form N-2 as filed with the SEC on January 14, 2015 (the “Registration Statement”), Alcentra Capital Corporation, a Maryland corporation (the “Company”), will file a pre-effective amendment no. 2 with the SEC (the “Pre-Effective Amendment”) which will include a preliminary prospectus (the “Preliminary Prospectus”). In addition to filing the Pre-Effective Amendment, the Company and Incapital LLC, an Illinois limited liability company (the “Purchasing Agent”), now undertake to do the following:
| · | The Company will prepare and file with the SEC an “advertisement” (within the meaning under Rule 482 of the Securities Act of 1933) including certain bullet point risk disclosure contained on the cover page of the Preliminary Prospectus and the suitability standards also included in the Preliminary Prospectus. |
| · | The Company will prepare and file with the SEC a final copy of the prospectus (the “Prospectus”). |
| · | Each investor in the notes to be sold pursuant to the Registration Statement (the “Notes”) will be provided with the above referenced document along with the Prospectus prior to the investor agreeing to purchase the Notes. |
Mr. Dominic Minore
Securities and Exchange Commission
January 28, 2015
Page 2
* * *
Should you have any questions regarding this letter, please contact the Company at (212) 922-8240 or the Purchasing Agent at (312) 379-3735.
| Sincerely, | |
| ALCENTRA CAPITAL CORPORATION | |
| /s/ Paul J. Echausse | |
| By: Paul J. Echausse | |
| Title: President and Chief Executive Officer | |
| INCAPITAL LLC | |
| /s/ Brad Busscher | |
| By: Brad Busscher | |
| Title: General Counsel |
| cc: | Harry S. Pangas, Esq. Steven B. Boehm, Esq. |
