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Flat Rock Core Income Fund 1350 6th Avenue, 18th Floor |
ALPS Distributors, Inc. 1290 Broadway, Suite 1000 Denver, Colorado 80203 |
VIA ELECTRONIC TRANSMISSION
November 19, 2020
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-2, Pre-Effective Amendment No. 3 – File Nos: 333-240039 |
Dear Ms. Larkin:
Flat Rock Core Income Fund (the "Registrant") and ALPS Distributors, Inc., the principal underwriter for the Registrant, each an undersigned, hereby request 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. 2 (the “Amendment”) to the Registrant’s registration statement on Form N-2 be accelerated to 9:00 A.M. ET on Monday, November 23, 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.
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Flat Rock Core Income Fund
By: /s/ Richard A. Petrocelli Name: Richard A. Petrocelli Title: Treasurer, Chief Financial Officer, Chief Operating Officer |
ALPS Distributors, Inc.
By: /s/ Bradley J. Swenson Name: Bradley J. Swenson Title: President, Director and Chief Operating Officer |