Correspondence 0001580642-22-006074 from AOG Institutional Fund (CIK 0001897540)
AOG Institutional Fund (CIK 0001897540)
Date: Dec. 6, 2022 · CIK: 0001897540 · Accession: 0001580642-22-006074
AI Filing Summary & Sentiment
File numbers found in text: 333-265783, 811-23764
Letter
VIA EDGAR Division of Investment Management 100 F Street NE Washington, DC 20549 Re: AOG Institutional Diversified Fund (File No. 333-265783; 811-23764)
Dear Mr. Bellacicco:
This letter sets forth the response of our clients, AOG Institutional Diversified Fund (the “Auction Fund”), to the oral comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), given via telephone conference on November 17, 2022 (the “Comment Letter”), pertaining to the registration statements filed on Form N-2/A on October 19, 2022 (the “Registration Statements”).
LEGAL COMMENTS
General
1. New Comment: Please acknowledge that shareholders that acquired interests in the Issuer prior to the Issuer’s effective registration with the SEC under the Securities Act of 1933 (the “Securities Act”) will have to rely on an exemption from registration under the Securities Act in order to resell shares of the Issuer.
Response: Acknowledged.
Prospectus
1. Comment: Please include a cross reference to the risk factors section and the discussion regarding the risks associated with a leveraged capital structure. See Item 1.1.j of Form N-2 and Guide 6 to Form N-2.
Alston & Bird LLP www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.
Mr. Christopher R. Bellacicco
December 6, 2022
Page 2
Response: The Issuer has included a cross reference to the risk factors section and the discussion regarding the risks associated with a leveraged capital structure in the Amended Registration Statements.
Follow on Comment: Please include a cross reference to the specific section of the risk factors that discusses risks associated with a leveraged capital structure.
Response: The Issuer undertakes to include a cross reference to the specific section of the risk factors that discusses risks associated with a leveraged capital structure.
2. New Comment: Please explain why the Auction Fund will conduct two tender offers each calendar year.
Response: The Financial Industry Regulatory Authority (“FINRA”) did not contemplate the creation of the auction fund structure when it established FINRA Rule 5110. In order to satisfy the requirements of FINRA and to be excluded from the requirement to make a FINRA 5110 filings, the Auction Fund will conduct two tender offers each calendar year.
3. New Comment: If the Fund intends to impose an early repurchase fee for Auction Fund repurchases, please disclose this in the prospectus.
Response: The Issuer will not impose an early repurchase fee for any repurchases. As a result, the Issuer undertakes to remove this disclosure from the prospectus in the next pre-effective amendment.
Statement of Additional Information
4. New Comment: Please include a hyperlink to all of the information that is incorporated by reference.
Response: The Issuer undertakes to include a hyperlink for all of the information that is incorporated by reference.
Part C – Item 30
5. New Comment: Please include the language required in Rule 484 for Item 30.
Response: The Issuer undertakes to include the language required in Rule 484 for Item 30 in the next pre-effective amendment.
If you have any further questions or comments, please do not hesitate to contact me at (404) 881-4932.
Mr. Christopher R. Bellacicco
December 6, 2022
Page 3
Sincerely,
Martin Dozier
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CORRESP
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filename1.htm
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
Martin Dozier
Direct Dial: 404-881-4932
Email: martin.dozier@alston.com
December 6, 2022
VIA EDGAR
Christopher R. Bellacicco
Attorney-Adviser
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20549
Re:
AOG Institutional Diversified Fund (File No. 333-265783; 811-23764)
Dear Mr. Bellacicco:
This letter sets forth
the response of our clients, AOG Institutional Diversified Fund (the “Auction Fund”), to the oral comments from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), given via
telephone conference on November 17, 2022 (the “Comment Letter”), pertaining to the registration statements filed on
Form N-2/A on October 19, 2022 (the “Registration Statements”).
LEGAL COMMENTS
General
1. New Comment: Please acknowledge that shareholders
that acquired interests in the Issuer prior to the Issuer’s effective registration with the SEC under the Securities Act of 1933
(the “Securities Act”) will have to rely on an exemption from registration under the Securities Act in order to resell
shares of the Issuer.
Response: Acknowledged.
Prospectus
1.
Comment: Please include a cross reference to the risk factors section and the discussion regarding the risks associated
with a leveraged capital structure. See Item 1.1.j of Form N-2 and Guide 6 to Form N-2.
Alston & Bird LLP
www.alston.com
Atlanta | Beijing
| Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.
Mr. Christopher R. Bellacicco
December 6, 2022
Page 2
Response: The Issuer has
included a cross reference to the risk factors section and the discussion regarding the risks associated with a leveraged capital structure
in the Amended Registration Statements.
Follow on Comment: Please
include a cross reference to the specific section of the risk factors that discusses risks associated with a leveraged capital structure.
Response: The Issuer undertakes
to include a cross reference to the specific section of the risk factors that discusses risks associated with a leveraged capital structure.
2.
New Comment: Please explain why the Auction Fund will conduct two tender offers each calendar year.
Response: The Financial
Industry Regulatory Authority (“FINRA”) did not contemplate the creation of the auction fund structure when it established
FINRA Rule 5110. In order to satisfy the requirements of FINRA and to be excluded from the requirement to make a FINRA 5110 filings, the
Auction Fund will conduct two tender offers each calendar year.
3.
New Comment: If the Fund intends to impose an early repurchase fee for Auction Fund repurchases, please disclose this in
the prospectus.
Response: The Issuer will
not impose an early repurchase fee for any repurchases. As a result, the Issuer undertakes to remove this disclosure from the prospectus
in the next pre-effective amendment.
Statement of Additional Information
4.
New Comment: Please include a hyperlink to all of the information that is incorporated by reference.
Response: The Issuer undertakes
to include a hyperlink for all of the information that is incorporated by reference.
Part C – Item 30
5.
New Comment: Please include the language required in Rule 484 for Item 30.
Response: The Issuer undertakes to include the
language required in Rule 484 for Item 30 in the next pre-effective amendment.
If you have any further questions or comments,
please do not hesitate to contact me at (404) 881-4932.
Mr. Christopher R. Bellacicco
December 6, 2022
Page 3
Sincerely,
Martin Dozier
cc: Frederick Baerenz, President and Chief Executive Director