SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload10.txt
<DESCRIPTION>COMMENT LETTER
<TEXT>

      November 8, 2004

Yousuf Dhamee, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522

Re:  	NT Alpha Strategies Fund
 	   SEC File Number: 811-21630

Dear Mr. Dhamee:

	We have reviewed the registration statement on Form N-2 filed
on
behalf of NT Alpha Strategies Fund ("Fund") on October 14, 2004.
We
have the following comments.

Prospectus

Fee Table and Synopsis, page 4

1.	Please clarify if the fee waiver for the first year is
contractual or may be cancelled at any time.  Also, if
contractual,
please move the waiver line so that it follows the total annual
expenses line.  If the waiver is not contractual, please delete
the
waiver line and disclose such voluntary waiver in a footnote.

2.	The prospectus states that the Fund may issue preferred
stock.
If the Fund currently anticipates issuing preferred stock, the fee
table should assume the issuance of preferred stock but calculate
the
fees based on assets attributed to common shares.  Also, please
clarify in the prospectus whether the total management fee paid
would
increase in the event the Fund issues preferred stock.

3.	Page 24 states, "The Advisory Fees will vary, but they will
typically consist of a management (asset-based) fee and an
incentive
fee. Management fees typically range between 1% and 2% of a Sub-
Fund`s NAV per year and incentive fees typically range
between 10% and 25% of the Sub-Fund`s net new profits."  Please
consider disclosing this or similar information in the Fee Table
section.

Investment Objectives and Policies, page 5

4.	This section discusses the criteria used to select a Sub-
Fund.
Please supplementally inform the staff what steps the Board and
the
adviser will take to ensure that none of the underlying funds is
an
affiliate of the Fund, the adviser, the distributor or their
affiliates for the purpose of avoiding the limitations of Section
17(e) of the 1940 Act.

5.	The prospectus states, "The Fund will operate as a `Fund-of-
Funds,` investing, either directly or indirectly, in Sub-Funds
managed by Advisers."  (Emphasis added.) Please further disclose
why
the Fund may invest in the Sub-Funds via intermediary entities.
Also, we believe that it would be beneficial to inform investors
that
such Sub-Funds are commonly referred to as "hedge funds."

Fundamental Investment Policies, page 7

6.	Certain fundamental policies refer to the 1940 Act.  For
example, the prospectus states that the Fund may not "make loans
of
money or property to any person except in compliance with the 1940
Act."  In the prospectus, please clarify the extent loans and
borrowings are permissible under the 1940 Act.

Selection of Sub-Funds, page 8

7.	Please disclose whether the Fund has a policy limiting the
percentage of its assets that may be invested in any one hedge
fund
or its percentage ownership of the outstanding equity of any one
hedge fund.  Also please disclose in this section that
reallocation
of Fund capital may take several months until withdrawals and
contributions are permitted by the sub-Funds.

Risk Factors, page 9

8.	The prospectus states, "However, this list is not, and is not
intended to be, an exhaustive list or a comprehensive description
of
the types of risks that any investor in the Fund may encounter,
and
other risks and conflicts not discussed below may arise in
connection
with the management and operation of the Fund."  Please note that
the
prospectus should disclose all material risk factors.

9.	If applicable, please disclose that Sub-Funds generally will
not
be registered as investment companies under the 1940 Act, and, the
Fund, as an investor in the Sub-Funds, will not have the benefit
of
the protections afforded by the 1940 Act to investors in
registered
investment companies, such as mutual funds.  Also, please briefly
disclose the types of protections afforded by the 1940 Act.
Supplementally, please inform the staff whether the Fund intends
to
invest in Sub-Funds created for the Fund, and which the Fund will
be
the sole investor.  If so, please disclose that the Fund will
treat
all assets of an investment fund that is created for the Fund, and
which the Fund will be the sole investor, as if the Fund directly
owned them for purposes of complying with the 1940 Act.

Intermediary Entities, page 18

10.	The prospectus states, "Moreover, such entities could
effectively freeze the Fund`s investments and block the Fund from
activity."  Please clarify how the entities could freeze such
investments including whether it relates to purchases and sales of
such investments.

Fund Structure Risks, page 19

11.	Supplementally, please explain whether the Fund intends to
waive
its right to vote its securities with respect to Sub-Funds.  If
so,
please disclose such waivers and that it could adversely affect
the
Fund`s investment in the Sub-Funds.  Also, if applicable, please
add
disclosure to the prospectus providing a concise description of
the
arrangements under which the Fund waives its voting rights for
securities of the underlying funds in which the Fund invests,
including:

* Any contractual arrangements under which the Fund would waive
its
voting rights with respect to voting securities;

* Whether such waivers would be irrevocable;

* Who determines if the Fund will waive the Fund`s voting rights
(e.g. investment adviser and/or board of trustees/directors).  If
the
adviser makes the determination, disclose whether the board has
adopted any procedures for waiving the Fund`s voting rights;

* Whether the Fund`s board or the investment adviser considered
the
interests of the Fund`s investment adviser or the investment
adviser`s other clients when deciding to waive the Fund`s voting
rights; and

* In addition, supplementally explain to the staff how waiving
voting
rights would be consistent with the fiduciary obligations of the
trustees/ directors and investment advisers to the Fund.

Please disclose, if applicable, the possible impact on the Fund`s
operations of the Fund`s ability to waive its voting rights,
including:

* Whether the Fund intends to own 5 percent or more of the voting
securities of any underlying fund; and

* The impact, if any, the waiver arrangement may have on the
ability
of the Fund and other clients of the Fund`s investment adviser to
invest in the same underlying funds.

Please add disclosure, if applicable, regarding the possible
consequences of the Fund waiving its voting rights, including:

* That the Fund will lack the ability to vote on matters that may
require the vote of interest holders in the underlying fund (e.g.
approval and/or termination of the management contract, changes to
the underlying fund investment objective and policies, termination
of
the underlying fund); and

* The possibility the Fund could still be deemed to be an
affiliated
person of an underlying fund and therefore be subject to the
prohibitions in Section 17 of the Investment Company Act
notwithstanding that the Fund does not own 5 percent or more of
the
voting securities of the underlying fund.

Lack of Operating History, page 19

12.	The prospectus states, "The Fund has a short history of
operations and, accordingly, has no operating history upon which
potential investors may evaluate its likely performance."  Please
disclose whether the Investment Manager has any experience
advising
other investment companies.

Valuation, page 20

13.	The Fund should have clear written policies and procedures
regarding valuation reports submitted to the Board and the
methodology for making valuation decisions.  These procedures
should
seek to ensure that the Fund is able to reliably determine the
value
of its investments in the underlying Funds.   We believe that your
current valuation disclosure is not sufficient.  In this regard,
you
might wish to consider disclosure similar to that provided in the
"Net Asset Valuation" section contained in the registration
statement
for DB Hedge Strategies Fund LLC (File Nos. 811-10561 and 333-
72104),
and add or revise your disclosure as appropriate.  In addition,
please provide us with a copy of the valuation procedures adopted
by
the Board.

Management, page 39

14.	The description of the Board`s consideration of the Advisory
Agreement should discuss all of the material factors considered by
the Board.  Do not merely list the issues.  The discussion should
relate the issues to the specific circumstances of the registrant
and
the investment advisor.  Please describe in further detail the
decisions reached by the Board regarding the issues that formed
the
basis of its decision to approve the contract.  Avoid conclusory
statements.  See Item 18.13 of Form N-2 and the discussion in
Release
No. IC-24816, "Role of Independent Directors of Investment
Companies," (February 15, 2001).

15.	Please provide Mr. Olson`s principal occupation since 1999.
If
he was retired, please provide such information.

General

16.	In future filings please enclosed a cover letter providing
contact information.

17.	We may have additional comments on disclosures made in
response
to this letter, on information supplied supplementally, or on
added
exhibits.

18.	Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.

19. 	Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.  Please note that
comments
we give in one section apply to other sections in the filing that
contain the same or similar disclosure.

20.	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, please furnish a letter
acknowledging, as applicable, that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

      When applicable, we will consider a written request for
acceleration of the effective date of the registration statement
as a
confirmation of the fact that those requesting acceleration are
aware
of their respective responsibilities.  We will act on the request
and, pursuant to delegated authority, grant acceleration of the
effective date.

*     *     *     *     *     *     *     *

      Please contact the undersigned at (202) 942-0550 should you
have any questions regarding this letter.

                           				Sincerely,

                                   				Keith A.
O`Connell
                                   				Senior
Counsel
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