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JAMES A. LEBOVITZ
james.lebovitz@dechert.com +1 215 994 2510 Direct +1 215 655 2510 Fax |
June 9, 2017
VIA EDGAR
Marianne Dobelbower, Esq.
Securities and Exchange Commission
Division of Investment Management, Disclosure Review Office
100 F Street, N.E.
Washington, DC 20549
| Re: | FS Global Credit Opportunities Fund—ADV |
Post-Effective Amendment No. 4 to Registration Statement on FormN-2 (FileNo. 333-209621) and Amendment No. 6 to Registration Statement on FormN-2 (FileNo. 811-23138)
Dear Ms. Dobelbower:
We respectfully request on behalf of FS Global Credit Opportunities Fund—ADV (the “Company”) that the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) afford selective review in accordance with Securities Act Release No. 6510 (Feb. 15, 1984) to the Company’s Post-Effective Amendment No. 4 to the Registration Statement on FormN-2 (FileNo. 333-209621) and Amendment No. 6 to the Registration Statement on FormN-2 (FileNo. 811-23138) filed on June 6, 2017 (“Post-Effective Amendment”). Post-Effective Amendment relates to the continuous offering under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of up to 30,000,000 common shares of beneficial interest. Capitalized terms used herein but not defined shall have their respective meanings in the Post-Effective Amendment.
The disclosure contained in Post-Effective Amendment is substantially similar to the disclosure contained in the Company’sPre-Effective Amendment No. 2 to the Registration Statement on FormN-2 (File No. 333- 209621) and Amendment No. 2 to the Registration Statement on FormN-2 (FileNo. 811-23138) (“Pre-Effective Amendment”), which was subject to review and comment, and declared effective by the Staff on April 28, 2016.
Post-Effective Amendment contains, among other things, the following changes fromPre-Effective Amendment: (i) extends the offering to such time as the Fund has reached the Fund Maximum Offering Amount; (ii) reflects that the Distribution Fee will commence upon the sale of shares in the offering; (iii) incorporates comments made by the Staff to the Registration Statement on FormN-2 filed by FS Global Credit Opportunities Fund—T2; (iv) updates certain
 | Marianne Dobelbower June 9, 2017 Page 2 |
disclosures to reflect that the Company has commenced investment operations; (v) revises disclosure in respect of the amendment to the Company’s share repurchase program; (vi) adds disclosure related to the exemptive relief granted by the SEC to the Company on September 12, 2016 with respect to a multiple class share structure; (vii) updates financial information disclosure; (viii) reflects the removal of disclosure related to the contingent deferred sales charge, which was previously removed from the Company’s prospectus pursuant to a prospectus supplement filed with the Commission on October 24, 2016; (ix) incorporates by reference the Company’s and the Fund’s financial statements and notes thereto for the year ended December 31, 2016; (x) adds, deletes and/or modifies disclosure related to (a) risk factors, (b) biographies for executive officers, trustees, and key personnel of the Fund’s investmentsub-adviser, (c) potential conflicts of interest with the Fund’s investmentsub-adviser, and (d) taxation; (xi) files updated exhibits to reflect certain changes in respect of the offering; and (xii) incorporates other generalclean-up comments.
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If you have any questions or if you require additional information, please do not hesitate to contact me at (215)994-2510.
Sincerely,
/s/ James A. Lebovitz |
| James A. Lebovitz |
cc: | Stephen S. Sypherd | |
FS Global Credit Opportunities Fund—ADV |