Correspondence 0001580642-22-005824 from Princeton Private Investments Access Fund (CIK 0001620515)
Princeton Private Investments Access Fund (CIK 0001620515)
Date: Nov. 18, 2022 · CIK: 0001620515 · Accession: 0001580642-22-005824
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File numbers found in text: 333-266538, 811-23000
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CORRESP
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November 18, 2022
Christina DiAngelo Fettig, Staff Accountant
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-0506
Re: Princeton Private Investments Access Fund (to be renamed “Princeton Everest Fund”) (the “Registrant”);
File Nos. 333-266538 and 811-23000
Dear Ms. DiAngelo Fettig:
You provided oral comments with respect to certain
filings made with the Securities and Exchange Commission and practices of the Registrant. Please find below the Registrant’s responses
to those comments, which the Fund has authorized Thompson Hine LLP to make on its behalf.
We have set forth below the text of each comment,
followed by the Registrant’s responses. All capitalized terms used herein but not otherwise defined have the meanings ascribed to
them in the Registrant’s annual report for the period ended March 31, 2022, which was the subject of your comments.
Form N-CEN
Comment 1: Please note that Form N-CEN
was recently updated to include Item C.7(l)-(n). Please consider whether the Registrant’s Form N-CEN should be refiled to address
these additional sub-items.
Response: The Registrant confirm that
it that it did not rely on any of Rule 12d1-4, Section 12(d)(1)(G) or Rule 18f-4 of the 1940 Act for the period ended March 31, 2022 such
that refiling of Form N-CEN would be unnecessary.
Comment 2: Please note that the Registrant’s
Form N-CEN filing lists itself in Item B.7 prematurely as registered under the Securities Act of 1933.
Response: The Registrant regrets the
error. The decision to register under the 1933 Act was not made until several months after the Fund’s fiscal year end.
Comment 3: Item C.3(d) of Form N-CEN
should be marked to indicate that the Registrant is an interval fund.
Response: The Registrant respectfully
disagrees with Comment 3. The Registrant notes that past Staff guidance—including a recent comment from Karen Rossotto on the Registrant’s
Form N-2 filing—was that the Fund should not be characterized as an interval fund because it does not meet all the requirements
of Rule 23c-3 of the 1940 Act.
November
18, 2022
Ms.
Christina DiAngelo Fettig
Page
2
Comment 4: Please confirm the responses
to Items D.9 and D.11 of Form N-CEN relating to net operating expenses and net asset value, respectively. The Staff was unable to reconcile
these amounts to any class of shares listed in the financial statements.
Response: The Registrant confirms that
the responses to Item D.9 and D.11 reflect the Fund’s Class I shares, the Fund’s longest-offered share class, and that they
are consistent with the Fund’s Financial Highlights.
Annual Report
Comment 5: Please note that Form
N-CSR was recently updated to include Items 4i and 4j. Please ensure that these items are addressed in future filings.
Response: The Registrant notes that
neither Item 4i nor 4j of Form N-CSR is applicable to the Registrant. The Registrant undertakes to make that clearer in future filings.
Comment 6: Please reconcile the expense
ratios as listed for Class I shares. The Staff was unable to reconcile those ratios to the Financial Highlights.
Response: The Registrant has confirmed
the calculation of the expense ratio for Class I shares as presented below:
EXPENSES
Class I Shares:
Management fees
766,751.98
Distribution and/or service fees
-
Interest Expenses
682,976.94
Professional fees
194,680.39
Printing and postage expenses
49,717.98
Administrative services fees
39,785.44
Accounting services fees
36,331.86
Transfer agent fees
33,154.55
Trustees fees and expenses
27,628.79
Insurance expense
24,865.89
Custodian fees
23,929.29
Compliance officer fees
14,159.75
Registration fees
2,072.14
Other expenses
8,062.58
TOTAL EXPENSES -
1,904,117.58
Average Net Assets
63,895,994.59
November 18, 2022
Ms. Christina DiAngelo Fettig
Page 3
Ratio before Recapture
2.98%
Recapture
78,297.09
Affiliated Waiver
(35,673.45)
Total Expenses with Recapture
1,946,741.22
Ratio after Recapture
3.05%
Comment
7: Regulation S-X 12-12, footnote 2 requires the Schedule of Investments to be categorized by type and related industry, country or
geographic location. The Schedule of Investments in the Annual Report is categorized only by type.
Response: The Registrant undertakes
to further categorize the Schedule of Investments going forward in subsequent shareholder reports.
Comment 8: Regulation S-X 12-12, footnote
9 requires Level 3 securities to be identified. Per the Notes to the Financial Statements, it appears that the investment in Bain Capital
Special Situations Asia LP (“Bain Capital”) is a Level 3 Security.
Response: The Registrant undertakes
to mark Bain Capital and any other Level 3 securities with an appropriate symbol and footnote in the Schedule of Investments going forward.
Comment 9: Pursuant to Regulation S-X
Articles 6-03(l) and 6-04(12), please disclose any payables to trustees separately.
Response: The Registrant notes that
there were no payables to trustees as of March 31, 2022. The Registrant will disclose payables to trustees separately when applicable.
Comment 10: The Statement of Changes
shows return of capital distributions for the prior year, but there were no return of capital distributions disclosed in the Financial
Highlights. Please reconcile.
Response: The Registrant regrets that
a line item for return of capital distributions for the fiscal year ended March 31, 2021 was not included in the Financial Highlights
and undertakes to include such a line time in future shareholder reports.
Comment 11: Please confirm the Registrant’s
compliance with Section 19(a) of the Investment Company Act of 1940, as amended, in connection with return of capital notices.
Response: The Registrant notes that,
as disclosed in the Statement of Changes in the Annual Report, that there were no return of capital distributions for the fiscal year
ended March 31, 2022. The Registrant will
November 18, 2022
Ms. Christina DiAngelo Fettig
Page 4
provide notices that reflect the nature of
the Fund’s distributions. Such notices will indicate, if applicable, that the amount of the distribution that represents a return
of capital will not be known until the following tax-year end.
Comment 12: Regulation S-X requires
that the reason for any transfers in Level 3 securities be disclosed. In future filings, please disclose these reasons with greater specificity.
Response: The Registrant undertakes
to provide more fulsome disclosures in future filings.
Comment 13: In future filings, please
disclose how often management fees are paid in Note 4.
Response: The Registrant undertakes
to provide such disclosure in future filings.
Comment 14: In the second paragraph
under the heading “Option Transactions,” the last sentence references the date March 31, 2021. Please confirm whether the
disclosure reflects information for the year ended March 31, 2022.
Response: The Registrant regrets the
typographical error in the Annual Report and confirms that the referenced disclosure describes the Fund’s derivative transactions
as of March 31, 2022.
Comment 15: In future filings, please
provide disclosure related to share repurchases pursuant to Regulation S-X Article 6-03(i).
Response: The Registrant undertakes
to provide such disclosure in future filings.
Comment 16: Note 6 presents the tax
character of distributions based on the tax year end, but the requirement under FASB ASC 946-505-50-5 is to describe the tax character
of distributions based on the fiscal year end.
Response: The Registrant has reviewed
the guidance offered by ASC 946-505-50-5, but notes that the tax character of distributions is not determined until the tax-year end.
Therefore, any determination as to the tax character based on the fiscal year end would be premature and potentially misleading to investors.
The Registrant notes that it is common industry practice to present the tax character of distribution based on the tax year end when the
fiscal-year and tax-year ends do not align.
Comment 17: Please explain in correspondence
what constitutes “Other Book/Tax Differences” as noted on page 29 of the Annual Report.
Response: “Other Book/Tax Differences”
relate to temporary differences between the tax year end and the fiscal year end:
November 18, 2022
Ms. Christina DiAngelo Fettig
Page 5
OTHER BOOK/TAX DIFFERENCES
Net operating loss for the period 10/1/21 thru 3/31/22
$3,552,986
Overdistributions for the period 10/1/21 thru 3/31/22
$4,246,036
Open basis adjustments on initial investments transferred in at launch
$1,479,475
Open organizational costs—unamortized balance
$4,961
Total:
$9,283,458
Comment 18: In future filings, please
disclose the fair value of the line of credit in Note 9.
Response: The Registrant undertakes
to provide such disclosure in future filings.
Comment 19: Please reconcile Note 9
to the Financial Statements disclosing a $7.5 million outstanding borrowing with the amount disclosed in the Statements of Assets and
Liabilities.
Response: The Registrant notes that
the amount disclosed in the Statement of Assets and Liabilities includes accrued interest of $65,528.
Comment 20: The audit opinion letter
is dated 61 days after the reporting period date end. Therefore, the Registrant is out of compliance with Rule 30e-1(c) of the 1940 Act.
Response: The Registrant notes that
the 60th day after the end of the reporting period fell on Memorial Day. Going forward, the Registrant will ensure that the audit opinion
letter is dated within the 60 day requirement set forth in Rule 30e-1(c).
Comment 21: Item 4(e)(2) of Form N-CSR
requires the disclosure of the percentage of services for which the pre-approval requirement was waived. It appears that the Registrant
disclosed the percentages of services that were pre-approved.
Response: The Registrant undertakes
to disclose the percentage of services for which the pre-approval requirement was waived in future filings.
Comment 22: In future filings, please
disclose the date as of which information is being provided pursuant to Item 8(a)(1) of Form N-CSR.
Response: The Registrant undertakes
to disclose such information in future filings.
Comment 23: In future filings, please
disclose the date as of which information is being provided pursuant to Item 8(a)(3) of Form N-CSR.
Response: The Registrant undertakes
to disclose such information in future filings.
November 18, 2022
Ms. Christina DiAngelo Fettig
Page 6
Comment 24: In future filings, please
match the language of the Registrant’s disclosures pursuant to Item 11(b) of Form N-CSR to that of the Form.
Response: The Registrant undertakes
to conform its disclosures to the Form in future filings.
If you have any questions or additional comments,
please call the undersigned at (614) 469-3217.
Sincerely,
/s/ Philip B. Sineneng
Philip B. Sineneng