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Correspondence 0001213900-24-089519 from TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533) (TYG)

TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533)
Date: Oct. 22, 2024 · CIK: 0001268533 · Accession: 0001213900-24-089519

AI Filing Summary & Sentiment

File numbers found in text: 333-281752

Date
October 22, 2024
Author
Not clearly detected
Form
CORRESP
Company
TORTOISE ENERGY INFRASTRUCTURE CORP (TYG) (CIK 0001268533)

Letter

Chicago

New York

Washington, DC

London

San Francisco

Los Angeles

Singapore

Dallas

Miami

October 22, 2024 vedderprice.com

Deborah Bielicke Eades

Shareholder

+1 312 609 7661

deades@vedderprice.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Attn: Ms. Eileen Smiley

Re: Tortoise Energy Infrastructure Corporation (the “Registrant”)

Registration Statement on Form N-14

File No. 333-281752

To the Commission:

On behalf of the Registrant, this letter is in response to the comments provided telephonically by the staff of the U.S. Securities and Exchange Commission (the “Commission”) to Vedder Price P.C. on September 23, 2024 and October 1, 2024 with respect to the Registrant’s Registration Statement on Form N-14 filed on September 6, 2024 (the “Registration Statement”) relating to the issuance of common stock of the Registrant, in connection with the proposed merger of Tortoise Midstream Energy Fund, Inc. (the “Target Fund”) with and into a wholly-owned subsidiary of the Registrant. The Registrant and the Target Fund are each referred to herein as a “Fund” and collectively as the “Funds.” Any capitalized terms used but not defined herein have the same meanings as given to them in the Registration Statement. Any page references refer to the initial Registration Statement. Set forth below are the staff’s comments and the Registrant’s responses. The Registrant is filing Pre-Effective Amendment No. 1 to the Registration Statement concurrently herewith to address the comments of the staff, to complete missing information in the Joint Proxy Statement/Prospectus and Statement of Additional Information and to file exhibits in Part C of the Registration Statement.

Disclosure Comments

1. Comment: Please confirm that the Registrant will file a Pre-Effective Amendment to the Registration Statement in which all blanks have been completed and from which all brackets have been removed.

2. Response: The Registrant confirms that it will file Pre-Effective Amendment No. 1 to the Registration Statement in which all blanks will be completed and from which all brackets will be removed.

2. Comment: Please confirm that the forms of proxy card will be filed as an exhibit to Pre-Effective Amendment No. 1.

Response: The Registrant confirms that the forms of proxy card will be filed as Exhibit 18 to Pre-Effective Amendment No. 1 to the Registration Statement.

222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.

October 22, 2024

Page 2

3. Comment: Please revise the disclosure in the Q&A to include the shares of common stock required to be present at the Meeting necessary to constitute a quorum and the voting threshold to approve the Merger.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

4. Comment: In the Q&A, the response to the question “Why am I receiving the enclosed Joint Proxy Statement/Prospectus?” refers to the Merger of each Target Fund with and into a wholly-owned subsidiary of the Registrant, but later the Joint Proxy Statement/Prospectus refers to a second-step merger in which the wholly-owned subsidiary merges with and into the Registrant. Please revise the disclosure in the Q&A to explain the chronology of the two-step merger process or add a cross-reference to the more detailed discussion in the Joint Proxy Statement/Prospectus.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

5. Comment: Please revise the disclosure in the Joint Proxy Statement/Prospectus to clarify whether the Merger was approved unanimously by the Boards of the Funds or by a majority of the members of the Boards of the Funds.

Response: The Registrant has revised the disclosure to state the Merger was unanimously approved by the Boards.

6. Comment: In the Q&A, the response to the question “Why is the Merger being recommended by each Board?” discusses that the potential for higher common stock net earnings and distribution levels following the Merger considered by the Boards are due “in part” to operating economies from the combined fund’s scale. Please revise the disclosure in the Q&A and elsewhere to explain whether factors other than the combined fund’s scale are expected to increase the potential for higher common stock net earnings and distribution levels.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

7. Comment: In the Q&A, regarding the response to the question “Why is the Merger being recommended by each Board?”, please explain supplementally whether the Boards considered the total fund operating expense ratios and, if so, add disclosure to that effect.

Response: The Registrant confirms that the Boards considered total operating expense ratios and has revised the disclosure accordingly.

8. Comment: In the Q&A, regarding the response to the question “Why is the Merger being recommended by each Board?”, please explain supplementally whether the Boards considered performance history of each Fund and, if so, add disclosure to that effect.

Response: The Registrant confirms that the Boards considered the performance history of each Fund and has revised the disclosure accordingly.

October 22, 2024

Page 3

9. Comment: In the Q&A, in the response to the question “Why is the Merger being recommended by each Board?”, please add a cross-reference to the discussion of the effect of the Merger on advisory fees elsewhere in the Joint Proxy Statement/Prospectus.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

10. Comment: In the Q&A, consider adding disclosure that each Fund has the same investment adviser and portfolio managers.

Response: The Registrant has revised the disclosure to add the suggested disclosure.

11. Comment: In the Q&A, in the response to the question “How do the investment objectives, principal investments and risks of the Funds compare?”, please add a cross-reference to the fulsome discussion of comparative risks of investing in each Fund elsewhere in the Joint Proxy Statement/Prospectus.

Response: The Registrant has revised the disclosure to add the requested cross reference.

12. Comment: In the Q&A, the response to the question “Will the portfolios be repositioned prior to the Merger?” provides information on expected portfolio repositioning to align the Target Fund’s portfolio with the investment policies and restrictions of the Registrant. In disclosure comparing the investment policies and restrictions of the Funds, please highlight any differences that require pre-Merger portfolio repositioning.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

13. Comment: In the Q&A, the response to the question “Will the portfolios be repositioned prior to the Merger?” provides information on expected portfolio repositioning to align the Target Fund’s portfolio with the investment policies and restrictions of the Registrant. Please explain supplementally whether de-levering is a driving factor of the repositioning.

Response: The Registrant confirms that de-levering is not a driving factor of any portfolio repositioning.

14. Comment: Please revise the disclosure to present the dollar amount of capital loss carry-forwards of each Target Fund.

Response: The Registrant has revised the disclosure to include the dollar amount of capital loss carry-forwards for each Fund.

15. Comment: In the Q&A, in the response to the question “How will the Merger affect stockholders of the Funds?”, please revise the disclosure to clarify that the Registrant will issue to preferred stockholders of the Target Fund in connection with the Merger the same number of preferred shares currently held by such preferred stockholders.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

October 22, 2024

Page 4

16. Comment: In the Q&A, the response to the question “How will the Merger affect stockholders of the Funds?” explains that each Fund and, indirectly, each Fund’s common stockholders will bear the costs of the Merger. Please explain supplementally whether preferred stockholders of the Funds will indirectly bear any costs of the Merger.

Response: The Registrant confirms that preferred stockholders of the Funds will not indirectly bear any of the costs borne by the Funds in connection with the Merger.

17. Comment: In the Q&A, the response to the question “Is the Merger expected to be a taxable event for Target Fund stockholders?” explains that each Target Fund stockholder generally will not recognize any gain or loss in connection with the Merger. Please explain supplementally whether the Target Fund preferred stockholders also will generally not recognize any gain or loss in connection with the Merger and consider revising the disclosure in the Q&A and elsewhere in the Joint Proxy Statement/Prospectus to clarify the tax treatment with respect to preferred stockholders.

Response: The Registrant confirms that preferred stockholders are not expected to recognize gain or loss in connection with the Merger. The Registrant notes that the term “Target Fund stockholder” includes both common and preferred stockholders and that the disclosure specifically uses the term common stockholder or preferred stockholder where a difference is intended. Accordingly, the Registrant respectfully declines to modify the disclosure.

18. Comment: In the Q&A, in the response to the question “Is the Merger expected to be a taxable event for Target Fund stockholders?”, please revise the disclosure to explain whether preferred stockholders of the Funds vote as a separate class and the implications of the preferred stockholders voting differently than the common stockholders in voting on the Merger.

Response: Approval of common stockholders and preferred stockholders, voting as a single class, of each of the Target Fund and the Acquiring Fund is required to approve the Merger and the Share Issuance, respectively. Because common and preferred stockholders vote as a single class, the Registrant does not believe further disclosure is required.

19. Comment: In the Notice of Joint Special Meeting of Stockholders, please delete “if any” after “preferred stockholders” and explain supplementally whether the preferred stockholders of the Registrant are required to vote on the issuance of new preferred stock in connection with the Merger.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

20. Comment: Please revise the cross-references in the document to include page numbers.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

October 22, 2024

Page 5

21. Comment: Under “The Proposed Merger” beginning on page 1 of the Joint Proxy Statement/Prospectus, please consider adding a statement regarding the tax consequences of the Merger on preferred stockholders.

Response: The Registrant has added disclosure in response to comments of the staff.

22. Comment: Please explain supplementally whether the approval of common and preferred stockholders voting as a single class and/or separate classes is required to approve the Merger.

Response: Approval of common stockholders and preferred stockholders, voting as a single class, of each of the Target Fund and the Acquiring Fund is required to approve the Merger and the Share Issuance, respectively.

23. Comment: Please move the pie charts comparing the asset types and investment structures of the Funds’ portfolio holdings so as not to interrupt the narrative comparison of the Funds’ principal investment strategies.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

24. Comment: In the table comparing the non-fundamental principal investment policies of the Funds beginning on page 5 of the Joint Proxy Statement/Prospectus, the “Compare” column notes that certain policies are “similar.” Please revise the disclosure to highlight the material differences of such similar policies, if any.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

25. Comment: The paragraph titled “Risks of the Funds” on page 8 of the Joint Proxy Statement/Prospectus highlights that both Funds are subject to non-U.S. securities risk. Please disclose any material differences between each Fund’s ability to invest in non-U.S. securities, if any.

Response: The Registrant confirms that neither Fund has a stated policy regarding the ability to invest in non-U.S. securities.

26. Comment: In the paragraph titled “Risks of the Funds” on page 8 of the Joint Proxy Statement/Prospectus, please include a cross-reference to the comparison of risks of each Fund elsewhere in the Joint Proxy Statement/Prospectus.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

27. Comment: Under “Risks of the Funds” on page 8 of the Joint Proxy Statement/Prospectus, please add a chart that compares the principal risks of investing in the Target Funds and the principal risks of investing in the Registrant and explains material differences.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

October 22, 2024

Page 6

28. Comment: Under “Description of the Shares” on page 8 of the Joint Proxy Statement/Prospectus, please revise the last sentence to clarify that each share of common and preferred stock is entitled to one vote in respect of matters on which they are entitled to vote.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

29. Comment: Please revise disclosures in the Joint Proxy Statement/Prospectus regarding the frequency of distributions under each Fund’s managed distribution policy to resolve any discrepancies.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

30. Comment: The section “Fees and Expenses” starting on page 9 of the Joint Proxy Statement/Prospectus contains separate tables presenting the fee and expenses ratios of each Fund as both a percentage of net assets and a percentage of managed assets. Please revise so that the table showing fee and expenses rations as a percentage of managed assets is included as a footnote to the net asset table.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

31. Comment: In the section “Terms of the Agreement and Plan of Merger” starting on page 24, in the “Expenses” paragraph please add disclosure relating to the duties and related fees of the proxy solicitor engaged by the Funds or add a cross-reference to the discussion of this matter elsewhere in the Joint Proxy Statement/Prospectus.

Response: The Registrant has revised the disclosure in response to the staff’s comment.

32. Comment: In the capitalization table on page 30, please add a footnote to the row titled “Unsecured Revolving Credit Facility” to disclose that any actions under such facility do not require a vote of the stockholders.

Response: The Registrant respectfully declines to make the requested change as it would be unusual for a credit agreement to grant voting rights to common and preferred stockholders.

33. Comment: Please confirm supplementally that each Fund has only one class of common stock.

Response: The Registrant confirms that each Fund has only one class of common stock.

34. Comment: Please explain supplementall

Show Raw Text
CORRESP
1
filename1.htm

    Chicago

    New York

    Washington, DC

    London

    San Francisco

    Los Angeles

    Singapore

    Dallas

    Miami

    October 22, 2024
    vedderprice.com

        Deborah Bielicke Eades

        Shareholder

        +1 312 609 7661

        deades@vedderprice.com

VIA EDGAR

  U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Attn: Ms. Eileen Smiley

Re: Tortoise Energy Infrastructure Corporation (the “Registrant”)

Registration Statement on Form N-14

File No. 333-281752

To the Commission:

On behalf of the Registrant, this letter is in
response to the comments provided telephonically by the staff of the U.S. Securities and Exchange Commission (the “Commission”)
to Vedder Price P.C. on September 23, 2024 and October 1, 2024 with respect to the Registrant’s Registration Statement on Form N-14
filed on September 6, 2024 (the “Registration Statement”) relating to the issuance of common stock of the Registrant,
in connection with the proposed merger of Tortoise Midstream Energy Fund, Inc. (the “Target Fund”) with and into a wholly-owned
subsidiary of the Registrant. The Registrant and the Target Fund are each referred to herein as a “Fund” and collectively
as the “Funds.” Any capitalized terms used but not defined herein have the same meanings as given to them in the Registration
Statement. Any page references refer to the initial Registration Statement. Set forth below are the staff’s comments and the Registrant’s
responses. The Registrant is filing Pre-Effective Amendment No. 1 to the Registration Statement concurrently herewith to address
the comments of the staff, to complete missing information in the Joint Proxy Statement/Prospectus and Statement of Additional Information
and to file exhibits in Part C of the Registration Statement.

Disclosure Comments

 1. Comment: Please confirm that the Registrant will file a Pre-Effective Amendment to the Registration
Statement in which all blanks have been completed and from which all brackets have been removed.

 2. Response: The Registrant confirms that it will file Pre-Effective Amendment No. 1 to
the Registration Statement in which all blanks will be completed and from which all brackets will be removed.

 2. Comment: Please confirm that the forms of proxy card will be filed as an exhibit to Pre-Effective
Amendment No. 1.

Response:
The Registrant confirms that the forms of proxy card will be filed as Exhibit 18 to Pre-Effective Amendment No. 1 to the Registration
Statement.

    222 North LaSalle Street  |  Chicago,
    Illinois 60601  |  T +1 312 609 7500  |  F +1 312 609 5005

    Vedder Price P.C. is affiliated
    with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte.
    Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.

    October 22, 2024

Page 2

 3. Comment: Please revise the disclosure in the Q&A to include the shares of common stock
required to be present at the Meeting necessary to constitute a quorum and the voting threshold to approve the Merger.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 4. Comment: In the Q&A, the response to the question “Why am I receiving the enclosed
Joint Proxy Statement/Prospectus?” refers to the Merger of each Target Fund with and into a wholly-owned subsidiary of the Registrant,
but later the Joint Proxy Statement/Prospectus refers to a second-step merger in which the wholly-owned subsidiary merges with and into
the Registrant. Please revise the disclosure in the Q&A to explain the chronology of the two-step merger process or add a cross-reference
to the more detailed discussion in the Joint Proxy Statement/Prospectus.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 5. Comment: Please revise the disclosure in the Joint Proxy Statement/Prospectus to clarify
whether the Merger was approved unanimously by the Boards of the Funds or by a majority of the members of the Boards of the Funds.

Response:
The Registrant has revised the disclosure to state the Merger was unanimously approved by the Boards.

 6. Comment: In the Q&A, the response to the question “Why is the Merger being recommended
by each Board?” discusses that the potential for higher common stock net earnings and distribution levels following the Merger considered
by the Boards are due “in part” to operating economies from the combined fund’s scale. Please revise the disclosure
in the Q&A and elsewhere to explain whether factors other than the combined fund’s scale are expected to increase the potential
for higher common stock net earnings and distribution levels.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 7. Comment: In the Q&A, regarding the response to the question “Why is the Merger
being recommended by each Board?”, please explain supplementally whether the Boards considered the total fund operating expense
ratios and, if so, add disclosure to that effect.

Response:
The Registrant confirms that the Boards considered total operating expense ratios and has revised the disclosure accordingly.

 8. Comment: In the Q&A, regarding the response to the question “Why is the Merger
being recommended by each Board?”, please explain supplementally whether the Boards considered performance history of each Fund
and, if so, add disclosure to that effect.

Response:
The Registrant confirms that the Boards considered the performance history of each Fund and has revised the disclosure accordingly.

    October 22, 2024

Page 3

 9. Comment: In the Q&A, in the response to the question “Why is the Merger being
recommended by each Board?”, please add a cross-reference to the discussion of the effect of the Merger on advisory fees elsewhere
in the Joint Proxy Statement/Prospectus.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 10. Comment: In the Q&A, consider adding disclosure that each Fund has the same investment
adviser and portfolio managers.

Response:
The Registrant has revised the disclosure to add the suggested disclosure.

 11. Comment: In the Q&A, in the response to the question “How do the investment objectives,
principal investments and risks of the Funds compare?”, please add a cross-reference to the fulsome discussion of comparative risks
of investing in each Fund elsewhere in the Joint Proxy Statement/Prospectus.

Response:
The Registrant has revised the disclosure to add the requested cross reference.

 12. Comment: In the Q&A, the response to the question “Will the portfolios be repositioned
prior to the Merger?” provides information on expected portfolio repositioning to align the Target Fund’s portfolio with the
investment policies and restrictions of the Registrant. In disclosure comparing the investment policies and restrictions of the Funds,
please highlight any differences that require pre-Merger portfolio repositioning.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 13. Comment: In the Q&A, the response to the question “Will the portfolios be repositioned
prior to the Merger?” provides information on expected portfolio repositioning to align the Target Fund’s portfolio with the
investment policies and restrictions of the Registrant. Please explain supplementally whether de-levering is a driving factor of the repositioning.

Response:
The Registrant confirms that de-levering is not a driving factor of any portfolio repositioning.

 14. Comment: Please revise the disclosure to present the dollar amount of capital loss carry-forwards
of each Target Fund.

Response:
The Registrant has revised the disclosure to include the dollar amount of capital loss carry-forwards for each Fund.

 15. Comment: In the Q&A, in the response to the question “How will the Merger affect
stockholders of the Funds?”, please revise the disclosure to clarify that the Registrant will issue to preferred stockholders of
the Target Fund in connection with the Merger the same number of preferred shares currently held by such preferred stockholders.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

    October 22, 2024

Page 4

 16. Comment: In the Q&A, the response to the question “How will the Merger affect
stockholders of the Funds?” explains that each Fund and, indirectly, each Fund’s common stockholders will bear the costs of
the Merger. Please explain supplementally whether preferred stockholders of the Funds will indirectly bear any costs of the Merger.

Response:
The Registrant confirms that preferred stockholders of the Funds will not indirectly bear any of the costs borne by the Funds in connection
with the Merger.

 17. Comment: In the Q&A, the response to the question “Is the Merger expected to be
a taxable event for Target Fund stockholders?” explains that each Target Fund stockholder generally will not recognize any gain
or loss in connection with the Merger. Please explain supplementally whether the Target Fund preferred stockholders also will generally
not recognize any gain or loss in connection with the Merger and consider revising the disclosure in the Q&A and elsewhere in the
Joint Proxy Statement/Prospectus to clarify the tax treatment with respect to preferred stockholders.

Response:
The Registrant confirms that preferred stockholders are not expected to recognize gain or loss in connection with the Merger. The Registrant
notes that the term “Target Fund stockholder” includes both common and preferred stockholders and that the disclosure specifically
uses the term common stockholder or preferred stockholder where a difference is intended. Accordingly, the Registrant respectfully
declines to modify the disclosure.

 18. Comment: In the Q&A, in the response to the question “Is the Merger expected to
be a taxable event for Target Fund stockholders?”, please revise the disclosure to explain whether preferred stockholders of the
Funds vote as a separate class and the implications of the preferred stockholders voting differently than the common stockholders in voting
on the Merger.

Response:
Approval of common stockholders and preferred stockholders, voting as a single class, of each of the Target Fund and the Acquiring Fund
is required to approve the Merger and the Share Issuance, respectively. Because common and preferred stockholders vote as a single class,
the Registrant does not believe further disclosure is required.

 19. Comment: In the Notice of Joint Special Meeting of Stockholders, please delete “if
any” after “preferred stockholders” and explain supplementally whether the preferred stockholders of the Registrant
are required to vote on the issuance of new preferred stock in connection with the Merger.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 20. Comment: Please revise the cross-references in the document to include page numbers.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

    October 22, 2024

Page 5

 21. Comment: Under “The Proposed Merger” beginning on page 1 of the Joint Proxy
Statement/Prospectus, please consider adding a statement regarding the tax consequences of the Merger on preferred stockholders.

Response:
The Registrant has added disclosure in response to comments of the staff.

 22. Comment: Please explain supplementally whether the approval of common and preferred stockholders
voting as a single class and/or separate classes is required to approve the Merger.

Response:
Approval of common stockholders and preferred stockholders, voting as a single class, of each of the Target Fund and the Acquiring Fund
is required to approve the Merger and the Share Issuance, respectively.

 23. Comment: Please move the pie charts comparing the asset types and investment structures
of the Funds’ portfolio holdings so as not to interrupt the narrative comparison of the Funds’ principal investment strategies.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 24. Comment: In the table comparing the non-fundamental principal investment policies of the
Funds beginning on page 5 of the Joint Proxy Statement/Prospectus, the “Compare” column notes that certain policies are
“similar.” Please revise the disclosure to highlight the material differences of such similar policies, if any.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 25. Comment: The paragraph titled “Risks of the Funds” on page 8 of the Joint
Proxy Statement/Prospectus highlights that both Funds are subject to non-U.S. securities risk. Please disclose any material differences
between each Fund’s ability to invest in non-U.S. securities, if any.

Response:
The Registrant confirms that neither Fund has a stated policy regarding the ability to invest in non-U.S. securities.

 26. Comment: In the paragraph titled “Risks of the Funds” on page 8 of the
Joint Proxy Statement/Prospectus, please include a cross-reference to the comparison of risks of each Fund elsewhere in the Joint Proxy
Statement/Prospectus.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 27. Comment: Under “Risks of the Funds” on page 8 of the Joint Proxy Statement/Prospectus,
please add a chart that compares the principal risks of investing in the Target Funds and the principal risks of investing in the Registrant
and explains material differences.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

    October 22, 2024

Page 6

 28. Comment: Under “Description of the Shares” on page 8 of the Joint Proxy
Statement/Prospectus, please revise the last sentence to clarify that each share of common and preferred stock is entitled to one
vote in respect of matters on which they are entitled to vote.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 29. Comment: Please revise disclosures in the Joint Proxy Statement/Prospectus regarding the
frequency of distributions under each Fund’s managed distribution policy to resolve any discrepancies.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 30. Comment: The section “Fees and Expenses” starting on page 9 of the Joint Proxy
Statement/Prospectus contains separate tables presenting the fee and expenses ratios of each Fund as both a percentage of net assets and
a percentage of managed assets. Please revise so that the table showing fee and expenses rations as a percentage of managed assets is
included as a footnote to the net asset table.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 31. Comment: In the section “Terms of the Agreement and Plan of Merger” starting
on page 24, in the “Expenses” paragraph please add disclosure relating to the duties and related fees of the proxy solicitor
engaged by the Funds or add a cross-reference to the discussion of this matter elsewhere in the Joint Proxy Statement/Prospectus.

Response:
The Registrant has revised the disclosure in response to the staff’s comment.

 32. Comment: In the capitalization table on page 30, please add a footnote to the row titled
“Unsecured Revolving Credit Facility” to disclose that any actions under such facility do not require a vote of the stockholders.

Response:
The Registrant respectfully declines to make the requested change as it would be unusual for a credit agreement to grant voting rights
to common and preferred stockholders.

 33. Comment: Please confirm supplementally that each Fund has only one class of common stock.

Response:
The Registrant confirms that each Fund has only one class of common stock.

 34. Comment: Please explain supplementall