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Flat Rock Core Income Fund

1350 6th Avenue, 18th Floor
New York, NY 10019

 

VIA ELECTRONIC TRANSMISSION

 

Lisa N. Larkin

Office of Disclosure and Review

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:Request for Acceleration of Flat Rock Core Income Fund’s Registration Statement on Form N-14, Pre-Effective Amendment No. 3 – File Nos: 333-239281

 

Dear Ms. Larkin:

 

Flat Rock Core Income Fund (the "Registrant") hereby requests pursuant to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), that effectiveness under the 1933 act of Pre-Effective Amendment No. 3 (the “Amendment”) to the Registrant’s registration statement on Form N-14 be accelerated to 12:00 PM ET on October 13, 2020, or as soon as practicable thereafter.

 

If you have any questions concerning this filing, please contact the Registrant’s counsel, Owen J. Pinkerton at (202) 263-4144.

 

 

Flat Rock Core Income Fund

 

By: /s/ Richard A. Petrocelli

Name: Richard A. Petrocelli

Title: Treasurer, Chief Financial Officer, Chief Operating Officer