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	RICHARD HOROWITZ richard.horowitz@dechert.com +1 212 698 3525  Direct +1 212 698 0452  Fax

November 5, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, D.C. 20549

Re: Muzinich Private Capital, Inc. – Exemptive Application

Ladies and Gentlemen:

We are writing on behalf of Muzinich Private Capital, Inc., Muzinich & Co., Inc., Muzinich & Co. Limited and Muzinich European Private Debt Fund, SCA-SICAV-SIF (collectively, the “Applicants”) to respectfully file an amendment to the initial withdrawal letter that requested the withdrawal of the Applicants’ application for an order pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “Act”), for an exemption from the provisions of Sections 17(d) and 57(i) of such Act and Rule 17d-1 thereunder (the “Application”), which was incorrectly filed under file number 812-14559.

The Application was subsequently re-filed on October 5, 2015 under the correct file number 812-14560.

Should you have questions regarding this application, please do not hesitate to contact me at (212) 698-3525.

Very truly yours,

/s/ Richard Horowitz

Richard Horowitz