Carlyle Tactical Private Credit Fund (TAKNX)
Filed: 24 May 18, 12:00am
OFI CARLYLE PRIVATE CREDIT FUND
6803 South Tucson Way
Centennial, Colorado 80112
VIA EDGAR
May 24, 2018
John Ganley, Esq.
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0504
Re: OFI Carlyle Private Credit Fund
Registration Statement on Form N-2
SEC File Nos. 333-222106; 811-23319
Dear Mr. Ganley:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, OFI Carlyle Private Credit Fund (“Registrant”) hereby requests that the effective date of Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2 (“Registration Statement”) be accelerated so that the Registration Statement may become effective at 11:00 a.m., Eastern Time, on Wednesday, May 30, 2018, or as soon as practicable thereafter.
In connection with this request, the Registrant hereby acknowledges that (i) should the U.S. Securities and Exchange Commission (“Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, such action will not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, will not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant may not assert such action as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.
The Registrant requests that notification of such effectiveness be made by telephone call to Richard Horowitz of Dechert LLP, legal counsel to the Registrant, at 212-698-3525.
Very truly yours,
OFI CARLYLE PRIVATE CREDIT FUND
By: /s/ Kamal Bhatia
Name: Kamal Bhatia
Title: President and Principal Executive Officer
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
225 Liberty Street
New York, NY 10281
VIA EDGAR
May 24, 2018
John Ganley, Esq.
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0504
Re: OFI Carlyle Private Credit Fund
Registration Statement on Form N-2
SEC File Nos. 333-222106; 811-23319
Dear Mr. Ganley:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (“1933 Act”), OppenheimerFunds Distributor, Inc., in its capacity as distributor of OFI Carlyle Private Credit Fund (“Fund”), hereby joins in the request of the Fund for acceleration of the effective date of Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2 (File Nos. 333-222106 and 811-23319) (“Registration Statement”) so that such Registration Statement may be declared effective at 11:00 a.m. on Wednesday, May 30, 2018, or as soon as practicable thereafter.
The undersigned, in making this request for acceleration, hereby states that it is aware of its obligations under Rule 461 and the other applicable provisions of the 1933 Act.
Very truly yours,
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: /s/ Christina M. Nasta
Name: Christina M. Nasta
Title: Senior Vice President