Correspondence 0001104659-23-099049 from Accordant ODCE Index Fund (CIK 0001783964)
Accordant ODCE Index Fund (CIK 0001783964)
Date: Sept. 7, 2023 · CIK: 0001783964 · Accession: 0001104659-23-099049
AI Filing Summary & Sentiment
File numbers found in text: 333-271866, 811-23460
Letter
Division of Investment Management – Disclosure Review and Accounting Office 100 F Street NE Washington, D.C. 20549-0504 Re: Accordant ODCE Index Fund File Nos: 333-271866, 811-23460
Dear Mr. Zapata:
We are writing in response to comments provided on September 7, 2023 with respect to the registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) filed on September 1, 2023 on behalf of Accordant ODCE Index Fund (the “Fund”), a closed-end management investment company. The Fund has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Registration Statement. Capitalized terms have the meanings attributed to such terms in the Registration Statement.
On behalf of the Fund, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
Comment 1. In footnote 3 to the fee table, please expand the disclosure to state that no ongoing servicing or recordkeeping fees will be paid with respect to Class I Shares.
Response 1. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424.
Comment 2. In footnote 7 to the fee table, please revise the disclosure to include the expiration date of the contractual expense limit.
Response 2. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424.
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Comment 3. In the paragraph preceding each expense example, the disclosure states that the expense limit is reflected in expense example amounts through September 11, 2025. However, in calculating the examples, it appears that the waiver is reflected for all ten years. Please confirm whether the September 11, 2025 date is wrong or revise so that the waiver is reflected only through the end of the contractual term.
Response 3. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424. The expense example to be included in the final prospectus will reflect the following, which has been updated to reflect the fee waiver ending on September 11, 2025:
Class I Example:
The following example illustrates the expenses that you would pay on a $1,000 investment in Class I Shares and assuming (i) total annual expenses of net assets attributable to the Class I Shares remains the same, (ii) a 5% annual return, (iii) reinvestment of all dividends and distributions at net asset value and (iv) application of the Operating Expense Limitation Agreement through September 11, 2025:
Total Expenses Incurred
1 Year(1) 3 Years 5 Years 10 Years
$ 11 $ 65 $ 158 $ 399
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating Expense Limitation Agreement.
The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.
Class A Example:
The following example illustrates the expenses that you would pay on a $1,000 investment in Class A Shares and assuming (i) the maximum sales load, (ii) total annual expenses of net assets attributable to the Class A Shares remains the same, (iii) a 5% annual return, (iv) reinvestment of all dividends and distributions at net asset value and (v) application of the Operating Expense Limitation Agreement through September 11, 2025.
Total Expenses Incurred
1 Year(1) 3 Years 5 Years 10 Years
$ 79 $ 155 $ 271 $ 574
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating Expense Limitation Agreement.
The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.
Class Y Example:
The following example illustrates the expenses that you would pay on a $1,000 investment in Class Y Shares and assuming (i) total annual expenses of net assets attributable to the Class Y Shares remains the same, (ii) a 5% annual return, (iii) reinvestment of all dividends and distributions at net asset value and (iv) application of the Operating Expense Limitation Agreement through September 11, 2025:
Total Expenses Incurred
1 Year(1) 3 Years 5 Years 10 Years
$ 11 $ 65 $ 158 $ 399
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating Expense Limitation Agreement.
The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.
* * *
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (202) 261-3386.
Sincerely,
/s/ William Bielefeld
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CORRESP
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filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3386 Main
+1 202 261 3333 Fax
www.dechert.com
WILLIAM BIELEFELD
william.bielefeld@dechert.com
+1 202 261 3386 Direct
+1 773 562 8222 Fax
September 7, 2023
Alberto H. Zapata, Esq.
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management – Disclosure Review and Accounting
Office
100 F Street NE
Washington, D.C. 20549-0504
Re: Accordant ODCE Index Fund
File Nos: 333-271866, 811-23460
Dear Mr. Zapata:
We are writing in response
to comments provided on September 7, 2023 with respect to the registration statement on Form N-2 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940
Act”) filed on September 1, 2023 on behalf of Accordant ODCE Index Fund (the “Fund”), a closed-end management investment
company. The Fund has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below
to the Registration Statement. Capitalized terms have the meanings attributed to such terms in the Registration Statement.
On behalf of the Fund, set
forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
Comment
1. In footnote 3 to the fee table, please expand the disclosure to state that no ongoing servicing or recordkeeping fees
will be paid with respect to Class I Shares.
Response
1. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424.
Comment
2. In footnote 7 to the fee table, please revise the disclosure to include the expiration date of the contractual expense
limit.
Response
2. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424.
- 1 -
Comment
3. In the paragraph preceding each expense example, the disclosure states that the expense limit is reflected in expense
example amounts through September 11, 2025. However, in calculating the examples, it appears that the waiver is reflected for all ten
years. Please confirm whether the September 11, 2025 date is wrong or revise so that the waiver is reflected only through the end of the
contractual term.
Response
3. The Fund undertakes to revise the disclosure in the final prospectus to be filed pursuant to Rule 424. The expense
example to be included in the final prospectus will reflect the following, which has been updated to reflect the fee waiver ending on
September 11, 2025:
Class I Example:
The following example illustrates the expenses
that you would pay on a $1,000 investment in Class I Shares and assuming (i) total annual expenses of net assets attributable
to the Class I Shares remains the same, (ii) a 5% annual return, (iii) reinvestment of all dividends and distributions
at net asset value and (iv) application of the Operating Expense Limitation Agreement through September 11, 2025:
Total Expenses Incurred
1 Year(1)
3 Years
5 Years
10 Years
$ 11
$ 65
$ 158
$ 399
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating
Expense Limitation Agreement.
The example should not be considered a representation
of future expenses. Actual expenses may be greater or less than those shown.
Class A Example:
The following example illustrates the expenses
that you would pay on a $1,000 investment in Class A Shares and assuming (i) the maximum sales load, (ii) total annual
expenses of net assets attributable to the Class A Shares remains the same, (iii) a 5% annual return, (iv) reinvestment
of all dividends and distributions at net asset value and (v) application of the Operating Expense Limitation Agreement through September
11, 2025.
Total Expenses Incurred
1 Year(1)
3 Years
5 Years
10 Years
$ 79
$ 155
$ 271
$ 574
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating
Expense Limitation Agreement.
The example should not be considered a representation
of future expenses. Actual expenses may be greater or less than those shown.
Class Y Example:
The following example illustrates the expenses that you would pay on
a $1,000 investment in Class Y Shares and assuming (i) total annual expenses of net assets attributable to the Class Y Shares remains
the same, (ii) a 5% annual return, (iii) reinvestment of all dividends and distributions at net asset value and (iv) application
of the Operating Expense Limitation Agreement through September 11, 2025:
Total Expenses Incurred
1 Year(1)
3 Years
5 Years
10 Years
$ 11
$ 65
$ 158
$ 399
(1) Reflects a maximum aggregate level of Operating Expenses of 0.50% as contemplated under the Operating
Expense Limitation Agreement.
The example should not be considered a representation of future
expenses. Actual expenses may be greater or less than those shown.
* * *
If you would like to discuss
any of these responses in further detail or if you have any questions, please feel free to contact me at (202) 261-3386.
Sincerely,
/s/ William Bielefeld
William Bielefeld
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