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  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

February 10, 2025

VIA EDGAR

Lisa N. Larkin

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street NE

    Washington, DC 20549

    Re:
    AOG Institutional Diversified Fund (File No. 811-23764)

Dear Ms. Larkin:

This letter sets
forth the response of our client, AOG Institutional Fund (the “Fund”) to the comments issued by the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) via
teleconference on January 31, 2025, regarding the preliminary proxy statement (the “Proxy Statement”) which was
publicly filed on January 24, 2025. The Fund filed a definitive proxy statement with the Commission on February 10, 2025 (the
“Definitive Proxy Statement”). For convenience of reference, this response letter includes the comments issued by the
Staff during the January 31, 2025 teleconference.

The Issuer’s responses
to the Staff’s comments are set out in the order in which the comments were set out and are numbered accordingly.

1.
Comment:	For future reference, please include the caption stating that the preliminary proxy statement is a preliminary
copy under Rule 14a-6(e).

Response:	The Fund
undertakes to include the caption required under Rule 14a-6(e) in any future preliminary proxy statement it submits to the Commission.

2.
Comment:	What is the timing of the events that will occur after approval of both proposals?

Response:	 The Fund
intends to hold the shareholder meeting on February 25, 2025. If the Fund receives the requisite shareholder votes to approve both proposals,
it is expected that the transaction between Alpha Omega Group, Inc. (the “Adviser”) and F.L. Putnam Investment Management
Company, Inc. (the “New Adviser”) will close on or about February 28, 2025.

3.
Comment:	On pg. 3 of the Proxy Statement, under the heading titled “Determination of Repurchase Offer Amount,”
please clarify the following sentence: “If Shareholders tender for repurchase more than the Repurchase Offer Amount plus an additional
2% (if applicable), the Fund

  Ms. Lina N. Larkin

February 10, 2025

Page 2

will repurchase the shares on a pro rata basis,
provided that the Fund may accept all shares tendered for Mandatory Repurchase by Shareholders who own less than one hundred shares and
who tender all of their shares, before prorating other amounts tendered.”

Response:	 Rule 23(c)-3(b)(5)(i)
under the Investment Company Act of 1940 provides that the a company shall not be prohibited from “accepting all stock tendered
by persons who own, beneficially or of record, an aggregate of not more than a specified number which is less than one hundred shares
and who tender all of their stock, before prorating stock tendered by others;…”

4.
Comment:	On pg. 3 of the Proxy Statement, under the heading titled “Determination of Repurchase Offer Amount,”
please explain why you have included the following sentence: “In addition, the Fund will accept the total number of shares tendered
in connection with required minimum distributions from an individual retirement account (“IRA”) or other qualified
retirement plan.”

Response:	 The Fund
will accept the total number of shares tendered in connection with required minimum distributions from an individual retirement account
or other qualified retirement plan as a courtesy to its investors that must comply with the required minimum distributions for qualified
plans under Internal Revenue Code § 401(a)(9) and IRAs under Internal Revenue Code § 408.

5.
Comment:	On pg. 4 of the Proxy Statement, under the heading titled “Repurchase Amounts and Payment of Proceeds”
some of the disclosure is repeated from a prior section. Please consider whether to delete the repeated disclosure.

Response:	 The Fund
revised the Definitive Proxy Statement as follows:

Shares tendered for Mandatory Repurchase
by Shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate Repurchase Offer Amount established
for that Repurchase Request Deadline. Payment pursuant to the Mandatory Repurchase will be made by check to the Shareholder’s address
of record or credited directly to a predetermined bank account on the purchase payment date, which will be no more than seven days after
the Repurchase Pricing Date. The Board may establish other policies for repurchases of shares that are consistent with the Investment
Company Act, regulations thereunder and other pertinent laws.

If Shareholders tender for repurchase
more than the Repurchase Offer Amount for a given Mandatory Repurchase, the Fund may, but is not required to, repurchase an additional
amount of shares not to exceed 2% of the outstanding shares of the Fund on the Repurchase Request Deadline. If the Fund determines not
to repurchase more than the Repurchase Offer Amount, or if Shareholders tender shares in an amount exceeding the Repurchase Offer Amount
plus 2% of the outstanding shares on the Repurchase Request Deadline, the Fund will repurchase the shares on a pro rata basis. However,
the Fund may accept all shares tendered for repurchase by Shareholders who own less than one hundred shares and who tender all of their
shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of shares tendered in connection with
required minimum distributions from an IRA or other qualified retirement plan.

  Ms. Lina N. Larkin

February 10, 2025

Page 3

6.
 Comment:	On pg. 5 of the Proxy Statement, under the heading titled “Liquidity Requirements” please clarify
the following sentence: “The Board will adopt procedures that are reasonably designed to ensure that the Fund’s assets are
sufficiently liquid so that the Fund can comply with a Mandatory Repurchase and the liquidity requirements described in this section.”
Does the Fund already have procedures in place?

Response:	The Fund has
compliance procedures regarding liquidity requirements. If shareholders approve the Fund’s change to its repurchase frequency, the
Fund’s compliance procedures will be revised to reflect such change. The Fund revised the Definitive Proxy Statement as follows:

The Board will adopt
additional procedures that are reasonably designed to ensure that the Fund’s assets are sufficiently liquid so that
the Fund can comply with a Mandatory Repurchase and the liquidity requirements described in this section.

7.
Comment:	In the following sentence on pg. 6 of the Proxy Statement, consider revising to say the Fund “may”
make its shares available, instead of the Fund “anticipates” that it will make its shares available for secondary transfers
through an auction conducted via Nasdaq Fund Secondaries:

“In the future and upon obtaining
Board approval, the Fund anticipates that it will make its shares available for secondary transfers on a periodic basis through an auction
conducted via Nasdaq Fund Secondaries.”

Response:	The Fund revised
the following sentence in the Definitive Proxy Statement as follows:

In the future and upon obtaining Board approval,
the Fund anticipates that it will may make its shares available for secondary transfers on a periodic basis
through an auction conducted via Nasdaq Fund Secondaries.

8.
Comment:	Please clarify why you have included the following sentence on pg. 6 of the Proxy Statement under the heading titled
“Vote Required”: “For purposes of the Shareholder vote solicited here, a majority vote means the vote of more than 50%
of the outstanding shares of the Fund on the Record Date.”

Response:	The above
referenced sentence was included in error. The Fund has removed this sentence from the Definitive Proxy Statement.

9.
Comment:	 Please explain to the Commission why a vote of the Fund’s shareholders at the time or close to the time
of the actual change of control triggering the assignment would not be required?

Response:	A vote of
the Fund’s shareholders will occur close to the time of the actual change of control triggering the assignment. The Fund intends
to hold the shareholder meeting on February 25, 2025. If the Fund receives the requisite shareholder votes to approve both proposals,
it is expected that the transaction between the Adviser and the New Adviser will close on or about February 28, 2025.

10.
Comment:	Please disclose that the Fund is in compliance with the two conditions of the Section 15(f) safe harbor.

  Ms. Lina N. Larkin

February 10, 2025

Page 4

Response:	The Fund disclosed
that it is in compliance with the two conditions of the Section 15(f) safe harbor in the Definitive Proxy Statement.

11.
Comment:	Please provide the portfolio manager information for Michael Boensch as required by Item 21 of Form N-2.

Response:	The Fund disclosed
the portfolio manager information for Michael Boensch as required by Item 21 of Form N-2 in the Definitive Proxy Statement.

12.
Comment:	 Please add the disclosure required by Item 22(c)(10), if applicable.

Response:
The Fund confirms that Item 22(c)(10) is not applicable, because the New Adviser does not act as an investment adviser to any other fund
having a similar investment objective to the Fund.

13.
Comment:	Please add the disclosure required by Item 22(c)(1)(iii), if applicable.

Response:
The Fund included the disclosure required by Item 22(c)(1)(iii) in the Definitive Proxy Statement.

14.
Comment:	Under the heading titled “Summary of Existing Advisory Agreement and New Advisory Agreement,” please
consider whether “similar” is an accurate term to use to compare the Existing Advisory Agreement and the New Advisory Agreement.

Response:	 The
Fund revised the section under the heading titled “Summary of Existing Advisory Agreement and New Advisory Agreement” to
remove the term “similar” where appropriate in the Definitive Proxy Statement.

15.
Comment:	Please add the disclosure required by Item 22(c)(3), if applicable.

Response:	 The Fund
included the disclosure required by Item 22(c)(3) in the Definitive Proxy Statement.

16.
Comment:	Please add the disclosure required by Item 22(c)(11), if applicable.

Response:	 The Fund
revised the paragraph under the sub-heading titled “Nature, Extent and Quality of Services Provided to the Fund” to clarify disclosure
required by Item 22(c)(11).

17.
Comment:	On pg. 10 of the Proxy Statement, under the heading titled “Board Considerations – Approval of New
Advisory Agreement,” please revise the following sentence in plain English: “The Board previously approved the Existing Advisory
Agreement on April 17, 2023, which changed the payor of the management fee and removed AOG Institutional Diversified Tender Fund as a
party thereto.”

Response:	The Fund
revised the above referenced sentence in the Definitive Proxy Statement as follows:

	The Board previously
approved the Existing Advisory Agreement on April 17, 2023, which changed the payor of the party responsible for
payment of the management fee from AOG Institutional Diversified Master Fund to the Fund, and removed AOG Institutional
Diversified Tender Fund as a party to the agreement thereto.

  Ms. Lina N. Larkin

February 10, 2025

Page 5

18.
Comment:	Please include the disclosure required by Item 22(c)(6), if applicable.

Response:	The Fund confirms
that the disclosure required by Item 22(c)(6) is not applicable, because the Fund is not a party to the transaction between the Adviser
and the New Adviser. See Instruction #4 to Item 22(c)(6).

19.
Comment:	Please revise the sub-heading on pg. 11 of the Proxy Statement titled “Nature and Quality of Services Provided
to the Fund” to include the word “Extent”, so as to align with the Gartenberg factors.

Response:	 The Fund
revised the Definitive Proxy Statement to include the word “Extent” in the sub-heading titled “Nature and Quality of
Services Provided to the Fund.”

20.
Comment:	Under the sub-heading on pg. 11 of the Proxy Statement titled “Scope and Costs of Services Provided,”
please confirm that the former adviser will not recoup fees previously waived.

Response:	 The Fund
revised the Definitive Proxy Statement to disclose that the Adviser confirmed it will not seek to recoup management fees that it previously
waived.

21.
Comment:	If it is true that the amounts and terms of the new fee waiver agreement will remain unchanged, please clarify.

Response:	 The Fund
revised the Definitive Proxy Statement to disclose that that Expense Limitation Agreement, approved by the Board on January 13, 2025,
includes the same expense limitation cap as the Expense Limitation Agreement approved by the Board on January 13, 2024.

22.
Comment:	Please add disclosure about what the board of the Fund considered regarding the investment performance of the Fund
and the adviser.

Response:	 The Fund
added the following disclosure to the Definitive Proxy Statement:

The Board analyzed the nature, extent and
quality of the services to be provided to the Fund by FLP and, given the intent to retain the majority of the AOG professionals, the services
that AOG has provided to the Fund since its inception in 2021. In particular, the Board reviewed the Fund’s prior investment
performance and considered the added benefits of FLP’s personnel and advisory services to the Fund. The Board also considered
FLP’s investment performance, specifically FLP’s expertise in providing sub-advisory investment management services
to semi-liquid funds registered under the Investment Company Act. The Board concluded that the nature and quality of the services to be
provided by FLP, specifically with the addition of Michael Boensch as co-portfolio manager of the Fund, and the additional
resources for the AOG team, are appropriate and that the Fund will benefit from the services provided under the New Advisory Agreement.

  Ms. Lina N. Larkin

February 10, 2025

Page 6

23.
Comment:	Please add the disclosure required by Item 22(c)(13), if applicable.

Response:	 The Fund
confirms that the disclosure required by Item 22(c)(13) is not applicable, because the Fund does not have any affiliated brokers.

24.
Comment:	Please add the disclosure required by Item 22(a)(3)(i), if applicable.

Response:	 The
Fund respectfully directs the Commission to pg. 13 of the Proxy Statement, under the heading titled “Service Providers”
for the disclosure required by Item 22(a)(3)(i). The Fund included the information required by Item 22(a)(3)(i) for the Fund’s
principal underwriter in the Definitive Proxy Statement.

25.
Comment:	On page 15 of the Proxy Statement, in the last sentence of the second paragraph under the heading titled “Required
Vote” please revise to state that there will not be any broker non-votes, instead of the Fund “does not anticipate”
any broker non-votes.

Response:	 The Fund
revised the above referenced sentence in the Definitive Proxy Statement as follows:

Although Proposals 1 and 2 are “non-routine”
proposals, there Fund does not anticipate will not be any broker non-votes in connection with this
Proxy Statement because, as of the Record Date, all of the Fund’s outstanding shares were held directly with the Fund through the
Fund’s transfer agent.

26.
Comment:	Please revise proposal 1 on the proxy card to state that the Fund seeks to conduct “quarterly” repurchases,
instead of “periodic” repurchases.

Response:	 The Fund
revised proposal 1 on the proxy card in the Definitive Proxy Statement to state the Fund seeks to conduct quarterly repurchases, instead
of periodic repurchases.

If you have any further questions
or comments, please do not hesitate to contact me at (404) 881-4932.

Sincerely,

Martin Dozier

cc:	Frederick Baerenz, President and Chief Executive
Officer