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SEC Company Response from A&Q Long — Jan 26, 2021

A&Q Long/Short Strategies Fund LLC (CIK 0001186641)
Date: Jan. 26, 2021 · CIK: 0001186641 · Accession: 0001104659-21-007578

AI Filing Summary & Sentiment

File numbers found in text: 333-251803

Date
January 26, 2021
Author
Not clearly detected
Form
CORRESP
Company
A&Q Long/Short Strategies Fund LLC (CIK 0001186641)

Letter

Re: A&Q Long/Short Strategies Fund LLC (File No. 333-251803)

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

January 26, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Anu Dubey and Mr. Chad Eskildsen

Ladies and Gentlemen:

On behalf of A&Q Long/Short Strategies Fund LLC (the "Acquiring Fund"), transmitted for filing as EDGAR correspondence are the Acquiring Fund's responses to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), provided by Ms. Dubey and Mr. Eskildsen of the Staff to me on January 4, 2021 and January 7, 2021. The Staff's comments related to the Acquiring Fund's Registration Statement on Form N-14 (the "Registration Statement"), filed with the Commission on December 29, 2020. The Registration Statement contained a Prospectus/Proxy Statement (the "Prospectus/Proxy Statement") and Statement of Additional Information ("SAI") related to the proposed merger of A&Q Masters Fund (the "Fund" and, together with the Acquiring Fund, the "Funds") with and into the Acquiring Fund, pursuant to an Agreement and Plan of Merger (the "Reorganization").

We plan to file Pre-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on or about February 5, 2021 to respond to the Staff's comments, complete certain financial information and file certain exhibits to the Registration Statement. The Prospectus/Proxy Statement and SAI included in the Amendment will be marked to show changes from the versions included in the Registration Statement. Please be advised that we plan to file a request, accompanying the Amendment, seeking acceleration of the effectiveness of the Amendment to Wednesday, February 10, 2021, or as soon thereafter as practicable.

Set forth below are Ms. Dubey's and Mr. Eskildsen's comments, and the Acquiring Fund's responses thereto. Capitalized terms used herein and not otherwise defined are used with the meanings assigned to them in the Registration Statement. Attached hereto as Appendices A and B are drafts of the (i) opinion and consent of Proskauer Rose LLP, the Acquiring Fund's counsel, and (ii) consent of Ernst & Young LLP, the Funds' independent registered public accounting firm, respectively.

ACCOUNTING COMMENTS

Prospectus

Comment 1. The Staff independently calculated certain different amounts for the expense examples disclosed on pages 18-19 of the Registration Statement. Please review the expense examples and revise accordingly as necessary.

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington, DC

Securities and Exchange Commission

January 26, 2021

Page 2

Response 1. The Adviser has reviewed the expense examples and has recalculated the amounts as follows:

1 Year 3 Years 5 Years 10 Years

A&Q Masters Fund $ 92 $ 231 $ 363 $ 667

A&Q Masters Fund Pro Forma After Q4 TO $ 92 $ 231 $ 363 $ 667

A&Q Long/Short Strategies Fund LLC $ 107 $ 271 $ 422 $ 748

A&Q Long/Short Strategies Fund LLC Pro Forma After Q4 TO $ 108 $ 273 $ 425 $ 752

A&Q Long/Short Strategies Fund LLC Pro Forma After Reorganization $ 99 $ 248 $ 389 $ 704

Without the sales load:

1 Year 3 Years 5 Years 10 Years

A&Q Masters Fund $ 74 $ 215 $ 350 $ 660

A&Q Masters Fund Pro Forma After Q4 TO $ 74 $ 215 $ 350 $ 660

A&Q Long/Short Strategies Fund LLC $ 89 $ 256 $ 410 $ 743

A&Q Long/Short Strategies Fund LLC Pro Forma After Q4 TO $ 90 $ 259 $ 413 $ 747

A&Q Long/Short Strategies Fund LLC Pro Forma After Reorganization $ 80 $ 233 $ 377 $ 698

Securities and Exchange Commission

January 26, 2021

Page 3

DISCLOSURE COMMENTS

Questions and Answers

Comment 2. The third sentence of the answer to the question "What are the expected benefits of the proposed Reorganization for me?" states:

In addition, the Adviser has informed the Fund's Board of Trustees that: (i) the Acquiring Fund has better recent performance than the Fund; (ii) if the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund; and (iii) following consummation of the Reorganization, the Acquiring Fund is expected to have a similar direct annual expense ratio (which does not include "Acquired Fund Fees and Expenses") to that of the Fund (see "Will the Proposed Reorganization Result in a Higher Management Fee or Higher Direct Fund Expenses?" below) (internal footnote omitted).

To the extent accurate, please disclose that the Adviser informed the Fund's Board of Trustees that, following consummation of the Reorganization, the Acquiring Fund is expected to have a higher total annual expense ratio (i.e., including "Acquired Fund Fees and Expenses") than the Fund.

In addition, the Staff notes that, as respects romanette (iii) in the aforementioned disclosure, the direct annual expense ratio of the Acquiring Fund following consummation of the Reorganization will be one basis point higher than that of "A&Q Masters Fund Pro Forma After Q4 TO." Accordingly, please revise the aforementioned disclosure to indicate that the direct annual expense ratio of the Acquiring Fund following consummation of the Reorganization will be higher than that of the Fund.

Response 2. We propose to revise the disclosure as follows:

In addition, the Adviser has informed the Fund's Board of Trustees that: (i) the Acquiring Fund has better recent performance than the Fund; (ii) if the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund; and (iii) following consummation of the Reorganization, the Acquiring Fund is expected to have a similar (i.e., one basis point higher) direct annual expense ratio (which does not include "Acquired Fund Fees and Expenses") to that of the Fund, but a higher total annual expense ratio (including "Acquired Fund Fees and Expenses") than that of the Fund (see "Will the Proposed Reorganization Result in a Higher Management Fee or Higher Direct Fund Expenses?" below) (internal footnote omitted).

Comment 3. The second sentence of the first paragraph of the answer to the question "Will the proposed Reorganization result in a higher management fee or higher direct fund expenses?" states:

If the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund, and is expected to have a similar direct annual expense ratio to that of the Fund (assuming the combined fund's asset levels remain steady).

Consistent with Staff Comment No. 2, please: (i) revise the aforementioned disclosure to indicate that the direct annual expense ratio of the Acquiring Fund following consummation of the Reorganization will be higher than that of the Fund; and (ii) disclose that, following consummation of the Reorganization, the Acquiring Fund is expected to have a higher total annual expense ratio than that of the Fund.

Response 3. We propose to revise the disclosure as follows:

If the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund, and is expected to have a similar (i.e., one basis point higher) direct annual expense ratio to that of the Fund (assuming the combined fund's asset levels remain steady), but a higher total annual expense ratio (including "Acquired Fund Fees and Expenses") than that of the Fund.

Securities and Exchange Commission

January 26, 2021

Page 4

Comment 4. The fourth sentence of the second paragraph of the answer to the question "Will the proposed Reorganization result in a higher management fee or higher direct fund expenses?" states:

However, the Adviser has proposed, and the Acquiring Fund's Board of Directors has approved, a permanent reduction to the Acquiring Fund's management fee from an annual rate of 1.45% to an annual rate of 0.95% of the value of the Acquiring Fund's net assets for the month.

Unless there is a written agreement that prohibits the Adviser from seeking, in the future, investor approval to increase the Acquiring Fund's management fee, please delete "permanent" in the aforementioned disclosure.

Response 4. We have made the requested deletion.

Comment 5. The third paragraph of the answer to the question "Will the proposed Reorganization result in a higher management fee or higher direct fund expenses?" states:

As of the end of their most recent respective semi-annual periods, the Acquiring Fund had a higher direct annual expense ratio (2.99%) than the Fund (1.95% (gross of amounts waived by UBS HFS pursuant to the Expense Limitation and Reimbursement Agreement, as described below) and 1.83% (net of amounts waived by UBS HFS)). The Fund's direct annual expense ratio as of the close of business on December 31, 2020, however, increased to [2.05]% as a result of (i) its smaller asset base following the consummation of its fourth calendar quarter tender offer and (ii) the incentive fee earned by the Adviser in 2020. Following consummation of the Reorganization, it is expected that the Acquiring Fund's direct annual expense ratio will decrease to 2.06% as a result of (i) its larger asset base and (ii) the reduction of the management fee payable by the Acquiring Fund to UBS HFS. If, however, the combined fund's assets were to decrease over time, its direct annual expense ratio will increase.

Consistent with Staff Comment Nos. 2 and 3, please include in the aforementioned disclosure a comparison of the total annual expense ratios of the Acquiring Fund (following consummation of the Reorganization) and the Fund.

Response 5. We propose to revise the disclosure as follows:

As of the end of their most recent respective semi-annual periods, the Acquiring Fund had a higher direct annual expense ratio (2.99%) than the Fund (1.95% (gross of amounts waived by UBS HFS pursuant to the Expense Limitation and Reimbursement Agreement, as described below) and 1.83% (net of amounts waived by UBS HFS)). The Fund's direct annual expense ratio as of the close of business on December 31, 2020, however, increased to [2.05]% as a result of (i) its smaller asset base following the consummation of its fourth calendar quarter tender offer and (ii) the incentive fee earned by the Adviser in 2020. Following consummation of the Reorganization, it is expected that the Acquiring Fund's direct annual expense ratio will decrease to 2.06% as a result of (i) its larger asset base and (ii) the reduction of the management fee payable by the Acquiring Fund to UBS HFS. If, however, the combined fund's assets were to decrease over time, its direct annual expense ratio will increase. Following consummation of the Reorganization, it also is expected that the Acquiring Fund will have a total annual expense ratio (8.15%) that is higher than that of the Fund (7.88%); however, as discussed previously, investors do not directly bear "Acquired Fund Fees and Expenses," which consist of the fees and expenses of the underlying investment funds in which the funds invest.

Securities and Exchange Commission

January 26, 2021

Page 5

Comment 6. The first sentence of the second paragraph of the answer to the question "How does the Fund's Board of Trustees recommend I vote?" states:

In this regard, the Board considered, among other things, that: (i) the Adviser expects to liquidate the Fund if the Reorganization is not approved, and that liquidation also would not be tax-free and would impose additional costs on Fund shareholders; and (ii) as opposed to liquidation of the Fund, the Reorganization will permit Fund shareholders to continue to pursue substantially similar investment goals in a larger combined fund that has an identical investment objective and substantially identical investment management policies, a lower asset-based fee structure (following consummation of the Reorganization), and better recent performance, and is expected to have a similar direct annual expense ratio (although the Acquiring Fund will not have the benefit of an expense limitation agreement).

To the extent accurate, please disclose that the Fund's Board of Trustees considered that, following consummation of the Reorganization, the Acquiring Fund is expected to have a higher total annual expense ratio than that of the Fund.

Response 6. We propose to revise the disclosure as follows:

In this regard, the Board considered, among other things, that: (i) the Adviser expects to liquidate the Fund if the Reorganization is not approved, and that liquidation also would not be tax-free and would impose additional costs on Fund shareholders; and (ii) as opposed to liquidation of the Fund, the Reorganization will permit Fund shareholders to continue to pursue substantially similar investment goals in a larger combined fund that has an identical investment objective and substantially identical investment management policies, a lower asset-based fee structure (following consummation of the Reorganization), and better recent performance, and is expected to have a similar (i.e., one basis point higher) direct annual expense ratio (although the Acquiring Fund will not have the benefit of an expense limitation agreement), but a higher total annual expense ratio (including "Acquired Fund Fees and Expenses").

Comment 7. The second sentence of the second paragraph of the answer to the question "How does the Fund's Board of Trustees recommend I vote?" states:

The Board further considered that the Adviser expects that Fund shareholders that do not wish to remain invested in the Fund, or become investors in the Acquiring Fund, likely will be able to exit their investment more quickly if the Reorganization is approved, as opposed to in a liquidation of the Fund, as such investors likely will be able to participate in tender offers conducted by the Acquiring Fund following consummation of the Reorganization; however, if the Fund were liquidated, Fund shareholders likely would not receive a final liquidating distribution until approximately June 2022.

Securities and Exchange Commission

January 26, 2021

Page 6

In light of the reference to tender offers in this disclosure, please confirm whether the Acquiring Fund intends to apply for exemptive relief from Rule 102 of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to permit disclosure of the tender offers in the Prospectus/Proxy Statement. Rule 102 states that "[i]n connection with a distribution of securities effected by or on behalf of an issuer or selling security holder, it shall be unlawful for such person, or any affiliated purchaser of such person, directly or indirectly, to bid for, purchase, or attempt to induce any person to bid for or purchase, a covered security during the applicable restricted period." For purposes of Rule 102, the Reorganization is considered a "distribution of securities" of the Acquiring Fund (the "covered securities"), and the description of tender offers in the Prospectus/Proxy Statement is considered a "bid" for the covered securities, which is prohibited by Rule 102 from the period beginning on the day the Prospectus/Proxy Statement is first disseminated to investors, and ending upon the completion of the distribution (i.e., the date of the meeting at which Fund shareholders will consider and vote on the Reorganization). Accordingly, disclosure of the tender offers in the Prospectus/Proxy Statement is prohibited by Rule 102 absent exemptive relief. As an alternative to applying for exemptive relief, the Acquiring Fund may choose instead to remove all references to the tender offers from the

Show Raw Text
CORRESP
1
filename1.htm

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

January 26, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Anu Dubey and Mr. Chad Eskildsen

 Re: A&Q Long/Short Strategies Fund LLC (File No. 333-251803)

Ladies and Gentlemen:

On behalf of A&Q
Long/Short Strategies Fund LLC (the "Acquiring Fund"), transmitted for filing as EDGAR correspondence are the
Acquiring Fund's responses to the comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission"), provided by Ms. Dubey and Mr. Eskildsen of the Staff to me on January 4, 2021 and January
7, 2021. The Staff's comments related to the Acquiring Fund's Registration Statement on Form N-14 (the "Registration
Statement"), filed with the Commission on December 29, 2020. The Registration Statement contained a Prospectus/Proxy Statement
(the "Prospectus/Proxy Statement") and Statement of Additional Information ("SAI") related to
the proposed merger of A&Q Masters Fund (the "Fund" and, together with the Acquiring Fund, the "Funds")
with and into the Acquiring Fund, pursuant to an Agreement and Plan of Merger (the "Reorganization").

We plan to file Pre-Effective
Amendment No. 1 (the "Amendment") to the Registration Statement on or about February 5, 2021 to respond
to the Staff's comments, complete certain financial information and file certain exhibits to the Registration Statement. The Prospectus/Proxy
Statement and SAI included in the Amendment will be marked to show changes from the versions included in the Registration Statement.
Please be advised that we plan to file a request, accompanying the Amendment, seeking acceleration of the effectiveness of the
Amendment to Wednesday, February 10, 2021, or as soon thereafter as practicable.

Set forth below are Ms.
Dubey's and Mr. Eskildsen's comments, and the Acquiring Fund's responses thereto. Capitalized terms used herein and not otherwise
defined are used with the meanings assigned to them in the Registration Statement. Attached hereto as Appendices A and B are drafts
of the (i) opinion and consent of Proskauer Rose LLP, the Acquiring Fund's counsel, and (ii) consent of Ernst & Young LLP,
the Funds' independent registered public accounting firm, respectively.

ACCOUNTING COMMENTS

Prospectus

Comment 1.     The Staff independently calculated certain different amounts for the expense examples disclosed on pages 18-19 of the Registration
Statement. Please review the expense examples and revise accordingly as necessary.

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington,
DC

Securities and Exchange Commission

January 26, 2021

Page 2

Response 1.    The
Adviser has reviewed the expense examples and has recalculated the amounts as follows:

    1 Year
    3 Years
    5 Years
    10 Years

    A&Q Masters Fund
    $ 92
    $ 231
    $ 363
    $ 667

    A&Q Masters Fund
 Pro Forma After Q4 TO
    $ 92
    $ 231
    $ 363
    $ 667

    A&Q Long/Short Strategies Fund LLC
    $ 107
    $ 271
    $ 422
    $ 748

    A&Q Long/Short Strategies Fund LLC
 Pro Forma After Q4 TO
    $ 108
    $ 273
    $ 425
    $ 752

    A&Q Long/Short Strategies Fund LLC
 Pro Forma After Reorganization
    $ 99
    $ 248
    $ 389
    $ 704

   Without the sales load:

    1 Year
    3 Years
    5 Years
    10 Years

    A&Q Masters Fund
    $ 74
    $ 215
    $ 350
    $ 660

    A&Q Masters Fund
 Pro Forma After Q4 TO
    $ 74
    $ 215
    $ 350
    $ 660

    A&Q Long/Short Strategies Fund LLC
    $ 89
    $ 256
    $ 410
    $ 743

    A&Q Long/Short Strategies Fund LLC
 Pro Forma After Q4 TO
    $ 90
    $ 259
    $ 413
    $ 747

    A&Q Long/Short Strategies Fund LLC
 Pro Forma After Reorganization
    $ 80
    $ 233
    $ 377
    $ 698

Securities and Exchange Commission

January 26, 2021

Page 3

DISCLOSURE COMMENTS

Questions and Answers

Comment 2.	The
third sentence of the answer to the question "What are the expected benefits of the proposed Reorganization for me?"
states:

In addition, the
Adviser has informed the Fund's Board of Trustees that:  (i) the Acquiring Fund has better recent performance than
the Fund; (ii) if the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure
than the Fund; and (iii) following consummation of the Reorganization, the Acquiring Fund is expected to have a similar direct
annual expense ratio (which does not include "Acquired Fund Fees and Expenses") to that of the Fund (see "Will
the Proposed Reorganization Result in a Higher Management Fee or Higher Direct Fund Expenses?" below) (internal footnote omitted).

To the extent accurate,
please disclose that the Adviser informed the Fund's Board of Trustees that, following consummation of the Reorganization, the
Acquiring Fund is expected to have a higher total annual expense ratio (i.e., including "Acquired Fund Fees and Expenses")
than the Fund.

In addition, the Staff
notes that, as respects romanette (iii) in the aforementioned disclosure, the direct annual expense ratio of the Acquiring Fund
following consummation of the Reorganization will be one basis point higher than that of "A&Q Masters Fund Pro Forma After
Q4 TO." Accordingly, please revise the aforementioned disclosure to indicate that the direct annual expense ratio of the Acquiring
Fund following consummation of the Reorganization will be higher than that of the Fund.

Response 2.    We
propose to revise the disclosure as follows:

In addition, the
Adviser has informed the Fund's Board of Trustees that: (i) the Acquiring Fund has better recent performance than the Fund; (ii)
if the Reorganization is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund;
and (iii) following consummation of the Reorganization, the Acquiring Fund is expected to have a similar (i.e.,
one basis point higher) direct annual expense ratio (which does not include "Acquired Fund Fees and Expenses")
to that of the Fund, but a higher total annual expense ratio (including "Acquired
Fund Fees and Expenses") than that of the Fund (see "Will the Proposed Reorganization Result in
a Higher Management Fee or Higher Direct Fund Expenses?" below) (internal footnote omitted).

Comment 3.     The
second sentence of the first paragraph of the answer to the question "Will the proposed Reorganization result in a higher
management fee or higher direct fund expenses?" states:

If the Reorganization
is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund, and is expected to have
a similar direct annual expense ratio to that of the Fund (assuming the combined fund's asset levels remain steady).

Consistent with Staff
Comment No. 2, please: (i) revise the aforementioned disclosure to indicate that the direct annual expense ratio of the Acquiring
Fund following consummation of the Reorganization will be higher than that of the Fund; and (ii) disclose that, following
consummation of the Reorganization, the Acquiring Fund is expected to have a higher total annual expense ratio than that of the
Fund.

Response 3.    We
propose to revise the disclosure as follows:

If the Reorganization
is approved and consummated, the Acquiring Fund will have a lower asset-based fee structure than the Fund, and is expected to have
a similar (i.e., one basis point higher) direct annual expense
ratio to that of the Fund (assuming the combined fund's asset levels remain steady),
but a higher total annual expense ratio (including "Acquired Fund Fees and Expenses") than that
of the Fund.

Securities and Exchange Commission

January 26, 2021

Page 4

Comment 4.     The
fourth sentence of the second paragraph of the answer to the question "Will the proposed Reorganization result in a higher
management fee or higher direct fund expenses?" states:

However, the Adviser
has proposed, and the Acquiring Fund's Board of Directors has approved, a permanent reduction to the Acquiring Fund's management
fee from an annual rate of 1.45% to an annual rate of 0.95% of the value of the Acquiring Fund's net assets for the month.

Unless there is a written
agreement that prohibits the Adviser from seeking, in the future, investor approval to increase the Acquiring Fund's management
fee, please delete "permanent" in the aforementioned disclosure.

Response 4.    We
have made the requested deletion.

Comment 5.     The
third paragraph of the answer to the question "Will the proposed Reorganization result in a higher management fee or higher
direct fund expenses?" states:

As of the end of
their most recent respective semi-annual periods, the Acquiring Fund had a higher direct annual expense ratio (2.99%) than the
Fund (1.95% (gross of amounts waived by UBS HFS pursuant to the Expense Limitation and Reimbursement Agreement, as described below)
and 1.83% (net of amounts waived by UBS HFS)). The Fund's direct annual expense ratio as of the close of business on December 31,
2020, however, increased to [2.05]% as a result of (i) its smaller asset base following the consummation of its fourth calendar
quarter tender offer and (ii) the incentive fee earned by the Adviser in 2020. Following consummation of the Reorganization,
it is expected that the Acquiring Fund's direct annual expense ratio will decrease to 2.06% as a result of (i) its larger
asset base and (ii) the reduction of the management fee payable by the Acquiring Fund to UBS HFS. If, however, the combined
fund's assets were to decrease over time, its direct annual expense ratio will increase.

Consistent with Staff
Comment Nos. 2 and 3, please include in the aforementioned disclosure a comparison of the total annual expense ratios of the Acquiring
Fund (following consummation of the Reorganization) and the Fund.

Response 5.     We
propose to revise the disclosure as follows:

As of the end
of their most recent respective semi-annual periods, the Acquiring Fund had a higher direct annual expense ratio (2.99%) than
the Fund (1.95% (gross of amounts waived by UBS HFS pursuant to the Expense Limitation and Reimbursement Agreement, as
described below) and 1.83% (net of amounts waived by UBS HFS)). The Fund's direct annual expense ratio as of the close of
business on December 31, 2020, however, increased to [2.05]% as a result of (i) its smaller asset base following the
consummation of its fourth calendar quarter tender offer and (ii) the incentive fee earned by the Adviser in 2020.
Following consummation of the Reorganization, it is expected that the Acquiring Fund's direct annual expense ratio will
decrease to 2.06% as a result of (i) its larger asset base and (ii) the reduction of the management fee payable by
the Acquiring Fund to UBS HFS. If, however, the combined fund's assets were to decrease over time, its direct annual expense
ratio will increase. Following
consummation of the Reorganization, it also is expected that the Acquiring Fund will have a total annual expense ratio
(8.15%) that is higher than that of the Fund (7.88%); however, as discussed previously, investors do not directly bear
"Acquired Fund Fees and Expenses," which consist of the fees and expenses of the underlying investment funds in
which the funds invest.

Securities and Exchange Commission

January 26, 2021

Page 5

Comment 6.     The
first sentence of the second paragraph of the answer to the question "How does the Fund's Board of Trustees recommend I vote?"
states:

In this regard, the
Board considered, among other things, that: (i) the Adviser expects to liquidate the Fund if the Reorganization is not approved,
and that liquidation also would not be tax-free and would impose additional costs on Fund shareholders; and (ii) as opposed
to liquidation of the Fund, the Reorganization will permit Fund shareholders to continue to pursue substantially similar investment
goals in a larger combined fund that has an identical investment objective and substantially identical investment management policies,
a lower asset-based fee structure (following consummation of the Reorganization), and better recent performance, and is expected
to have a similar direct annual expense ratio (although the Acquiring Fund will not have the benefit of an expense limitation agreement).

To the extent accurate,
please disclose that the Fund's Board of Trustees considered that, following consummation of the Reorganization, the Acquiring
Fund is expected to have a higher total annual expense ratio than that of the Fund.

Response 6.    We
propose to revise the disclosure as follows:

In this regard, the
Board considered, among other things, that: (i) the Adviser expects to liquidate the Fund if the Reorganization is not approved,
and that liquidation also would not be tax-free and would impose additional costs on Fund shareholders; and (ii) as opposed
to liquidation of the Fund, the Reorganization will permit Fund shareholders to continue to pursue substantially similar investment
goals in a larger combined fund that has an identical investment objective and substantially identical investment management policies,
a lower asset-based fee structure (following consummation of the Reorganization), and better recent performance, and is expected
to have a similar (i.e., one basis point higher) direct
annual expense ratio (although the Acquiring Fund will not have the benefit of an expense limitation agreement),
but a higher total annual expense ratio (including "Acquired Fund Fees and Expenses").

Comment 7.     The
second sentence of the second paragraph of the answer to the question "How does the Fund's Board of Trustees recommend I vote?"
states:

The Board
further considered that the Adviser expects that Fund shareholders that do not wish to remain invested in the Fund, or become
investors in the Acquiring Fund, likely will be able to exit their investment more quickly if the Reorganization is approved,
as opposed to in a liquidation of the Fund, as such investors likely will be able to participate in tender offers conducted
by the Acquiring Fund following consummation of the Reorganization; however, if the Fund were liquidated, Fund shareholders
likely would not receive a final liquidating distribution until approximately June 2022.

Securities and Exchange Commission

January 26, 2021

Page 6

In light of the reference
to tender offers in this disclosure, please confirm whether the Acquiring Fund intends to apply for exemptive relief from Rule
102 of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to permit disclosure
of the tender offers in the Prospectus/Proxy Statement. Rule 102 states that "[i]n connection with a distribution of securities
effected by or on behalf of an issuer or selling security holder, it shall be unlawful for such person, or any affiliated purchaser
of such person, directly or indirectly, to bid for, purchase, or attempt to induce any person to bid for or purchase, a covered
security during the applicable restricted period." For purposes of Rule 102, the Reorganization is considered a "distribution
of securities" of the Acquiring Fund (the "covered securities"), and the description of tender offers in the Prospectus/Proxy
Statement is considered a "bid" for the covered securities, which is prohibited by Rule 102 from the period beginning
on the day the Prospectus/Proxy Statement is first disseminated to investors, and ending upon the completion of the distribution
(i.e., the date of the meeting at which Fund shareholders will consider and vote on the Reorganization). Accordingly, disclosure
of the tender offers in the Prospectus/Proxy Statement is prohibited by Rule 102 absent exemptive relief. As an alternative to
applying for exemptive relief, the Acquiring Fund may choose instead to remove all references to the tender offers from the