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|
January 28, 2020
| Securities and Exchange Commission | |
| Judiciary Plaza | |
| 100 F Street, N.E. | |
| Washington, D.C. 20549 | |
| Attn: | Ryan Sutcliffe, Counsel |
| Ken Ellington, Staff Accountant | |
| Re: | AIP Alternative Lending Fund P |
| (File Nos. File Nos. 333-218890 and 811-23266) | |
Dear Mr. Sutcliffe and Mr. Ellington:
We are writing in response to comments provided telephonically on January 13, 2020 and January 27, 2020 with respect to an amended registration statement filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (“1940 Act”) on December 27, 2019, a closed-end investment company. The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the registration statement on its behalf.
On behalf of the Fund, set forth below are the Staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
General Comments
| Comment 1. | Please update or provide all missing or bracketed information prior to filing the Fund’s registration statement. |
| Response 1. | We hereby confirm that all missing or bracketed information will be updated or provided prior to filing the Fund’s registration statement. |
| Comment 2. | Please include the consent of the Fund’s independent registered public accounting firm in the amended filing. |
| Response 2. | We hereby confirm that the auditor’s consent has been included as an exhibit in the amended filing. |
Prospectus
| Comment 3. | Please restore the section of the Prospectus entitled “Purchases of Shares—Eligible Investors.” |
| Response 3. | The disclosure has been revised accordingly. |
| Comment 4. | In the first sentence of the section of the Prospectus entitled “Summary of Fees and Expenses,” please delete the words “and the Master Fund” in order to make clear that the fees and expenses listed below are not the same fees and expenses for both the Fund and the Master Fund. |
| Response 4. | The disclosure has been revised accordingly. |
| Comment 5. | Footnote 7 to the fee table notes that the Investment Adviser has agreed to waive and/or reimburse the Fund’s expenses. Please confirm the amount of the fee waiver and the duration of the contractual period. |
| Response 5. | The disclosure has been revised accordingly. |
| Comment 6. | Please revise the third sentence of the “Financial Highlights” section to clarify that the auditor’s report and financial statements are being incorporated by reference from the Fund’s annual report. |
| Response 6. | The disclosure has been revised accordingly. |
Statement of Additional Information
| Comment 7. | In the second paragraph of the section in the Statement of Additional Information entitled “Management of the Fund—Advisory Fees” please state the duration of the contractual period. |
| Response 7. | The disclosure has been revised accordingly. |
Accounting Comments
| Comment 8. | Please include the Financial Highlights table for AIP Alternative Lending Fund P in the amended filing. |
| Response 8. | The disclosure has been revised accordingly. |
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If you have any questions, please feel free to contact me at (212) 698-3526.
| Very truly yours, | ||||
| /s/ Jeremy Senderowicz | ||||
| Jeremy Senderowicz |