Correspondence 0001213900-24-003828 from Axxes Private Markets Fund (CIK 0001938365)
Axxes Private Markets Fund (CIK 0001938365)
Date: Jan. 16, 2024 · CIK: 0001938365 · Accession: 0001213900-24-003828
AI Filing Summary & Sentiment
File numbers found in text: 333-274313, 811-23898
Letter
Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20002 Re: Axxes Private Markets Fund; Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland:
On behalf of Axxes Private Markets Fund (the “Fund”), set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) telephonically, on December 14, 2023, regarding the Fund’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration Statement”) filed on November 20, 2023. The Staff’s comments are set forth below and are followed by the Fund’s responses.
GENERAL
1. Please clarify, throughout the Registration Statement, what the Fund will be investing in. If applicable, will the Fund invest in 3(c)(1) or 3(c)(7) vehicles or other commingled private investment vehicles that are organized and managed by the Core Independent Managers that would in turn invest in private equity funds managed by the Underlying Independent Managers via secondary investments and/or alongside such funds in co-investments?
Response: The Fund has revised the disclosure in the Registration Statement as requested.
2. Please describe supplementally if the Core Independent Managers will sponsor or manage commingled vehicles. If this is the case, what types of other investors are expected to invest in those vehicles, and will the Fund “control” any of those vehicles for purposes of accounting or the Investment Company Act of 1940, as amended (the “1940 Act”).
Response: The Core Independent Managers will manage the commingled Investment Funds in which the Fund will invest. The other investors in the Investment Funds will be persons or entities that have relationships with the Core Independent Managers and that are eligible to invest in such Investment Funds. The Fund may initially be a lead investor in certain Investment Funds, and during this time, the Fund may hold over 25% of the economic interest in such Investment Fund. However, the Fund will irrevocably waive all voting rights over 4.99% and/or will invest in non-voting interests and, accordingly, does not expect to be deemed to control an Investment Fund. The Fund anticipates that its ownership stake in any one Investment Fund will decrease over time.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Emily Rowland, Senior Counsel
January 16, 2024
Page 2
3. Please clarify in the disclosure what is included in the Fund’s 90% policy, for example, does this include commingled investments managed by the Core Independent Managers?
Response: The Fund has revised its 90% policy disclosure to state that the Fund will invest 90% of its assets in Investment Funds managed by the Core Independent Managers.
4. Please review the terminology used throughout the Registration Statement to ensure that it is in “plain English,” for example, please explain the distinction between “Investment Interest” and “Investment Fund.”
Response: The Fund has clarified the terminology throughout the Registration Statement. The Fund has removed the term “Investment Interest” and instead clarified that the Fund will invest approximately 90% of its assets in Investment Funds managed by the Core Independent Managers. The Core Independent Managers will primarily invest the assets of the Investment Funds that they manage in Direct Access Co-Investments or Secondary Investments (together “Underlying Investments”) sponsored by the Core Independent Manager or a third-party private equity fund manager (i.e., an Underlying Independent Manager).
COVER PAGE
5. Please clarify what is meant by “investment interests of any type” in the paragraph labeled “Investment Portfolio.” Is it true that this is referring to equity investments only? If not, please clarify.
Response: The Fund has revised the disclosure to state that it will invest in equity investments.
6. Please clarify the terminology used with respect to the Core Independent Managers (i.e., the terms “sourced,” “managed” and “sponsored”). Please revise the disclosure to use consistent terms throughout.
Response: The Fund has clarified the terminology with respect to the Core Independent Managers throughout the Registration Statement. The Core Independent Managers will manage the Investment Funds in which the Funds invest. The Core Independent Managers and Underlying Independent Managers may sponsor various Direct Access Co-Investments and Secondary Investments. The Fund has removed the term “sourced.”
7. In the paragraph labeled “Eligible Investors” please indicate that “Shares will be sold…” rather than stating that “Shares are being sold….” Additionally, please add the $25,000 investment minimum to this paragraph.
Response: The Fund has added the requested disclosure.
8. In the “Risks” section, in the third bullet, please add the following disclosure “the amount treated as a tax-free return of capital will reduce a shareholder’s adjusted tax basis in its Shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential taxable loss on the sale of the Shares.”
Response: The Fund has added the requested disclosure.
Emily Rowland, Senior Counsel
January 16, 2024
Page 3
Prospectus Summary
Investment Program
9. Please move the following sentence so that it appears earlier in the description of the Fund’s investment strategy: “The Investment Interests sourced or managed by the Core Independent Managers for the Fund will primarily be direct access co-investments (“Direct Access Co-Investments”) or secondary investments (“Secondary Investments”).”
Response: The Fund has revised the “Investment Program” section to mention Direct Access Co-Investments and Secondary Investments earlier in the strategy.
10. Please clarify supplementally whether the Fund will be concentrated in any of the following sectors listed in the Registration Statement: Energy and Utilities, Materials, Industrials, Consumer Discretionary, Consumer Staples, Healthcare, Financials, Information Technology, and Communication Services.
Response: The Fund will not concentrate in any of the aforementioned sectors.
11. The Fund has a policy to not invest more than 25% of its total assets in any one Investment Interest. Please explain supplementally how this limitation will be implemented and tracked.
Response: The Fund has revised the disclosure to state that it will not invest more than 25% of its assets in any one “Underlying Investment” (which is defined as a Direct Access Co-Investment or Secondary Investment). The Advisor will measure this at the time of investment (i.e., each time the Fund’s assets are invested in an Underlying Investment, the Advisor will review all of its investments to ensure that no single Underlying Investment accounts for more than 25% of the Fund’s total assets).
12. In the paragraph regarding the Fund’s liquid holdings, please state the Fund “will” hold liquid assets rather than the fund “is expected” to hold liquid assets.
Response: The Fund has made the requested revision.
13. In the section “Investment Process” please clarify the meaning of the term “products” in the first sentence.
Response: The Fund has revised the disclosure accordingly.
14. Please supplementally explain whether the Advisor will have a role in choosing the investments of the Underlying Independent Managers.
Response: The Advisor will not have a role in dictating which investment opportunities the Underlying Independent Managers select and make available to potential investors (including the Investment Funds managed by the Core Independent Managers). The Advisor, however, (consistent with the market standard for limited partner opt-outs for private funds) does have the power to “pass” on a particular Direct Access Co-Investment, Secondary Investment or other type of investment on behalf of the Fund if the Advisor does not believe that such investment is appropriate for the Fund.
Core Independent Managers
15. Please discuss the role of the Underlying Independent Managers in this section.
Response: The Fund has added disclosure about the Underlying Independent Managers in the section entitled “Core Independent Managers.”
Emily Rowland, Senior Counsel
January 16, 2024
Page 4
Risk Factors
16. Please confirm supplementally that there will be no fees payable directly by the Fund to the Core Independent Managers or Underlying Independent Managers.
Response: The Fund confirms that there will be no fees payable directly by the Fund to the Core Independent Managers or Underlying Independent Managers, outside of any fees payable by the Fund as an investor in an Investment Fund and/or Underlying Investment (as disclosed in the Registration Statement).
17. Please review the bullet points and consider whether the Underlying Independent Managers should be mentioned in all bullets where Core Independent Managers are mentioned.
Response: The Fund has reviewed the bullet points in the “Risk Factors” section and made revisions as applicable.
Expense Limitation Agreement
18. Please ensure that disclosure in the Registration Statement regarding the “Specified Expenses” aligns with what is included in the Expenses Limitation Agreement.
Response: The Fund has revised the Registration Statement to align the definition of “Specified Expenses” with the definition included in the Expenses Limitation Agreement.
19. In the definition of “Specified Expenses” please clarify what expenses are covered under (iv) – is this meant to cover the expenses of the underlying funds in which the Fund invests (i.e., acquired fund fees and expenses)?
Response: The Fund has revised the Registration Statement disclosures to align the definition of “Specified Expenses” with the definition in the Expenses Limitation Agreement. The disclosure now reads “…(iv) expenses incurred in connection with secondary offerings, co-investments and other investment-related expenses of the Fund.” The term “secondary offerings” refers to secondary offerings that the Fund may make, such as a preferred stock offering. The term “co-investments” refers generally to any co-investments the Fund may make in accordance with its pending co-investment application or otherwise. The term “other investment related expenses of the Fund” refers generally to expenses related to the Fund’s investments.
20. Please use defined terms when referring to “secondaries” or “co-investments.”
Response: The Fund has revised the referenced disclosure as described in the response to Comment 19. As noted in the response to Comment 19, the term “co-investment” refers to co-investments generally and not necessarily Direct Access Co-Investments as that term is defined in the Registration Statement and the term “secondary offering” generally refers to additional offerings made by the Fund. These terms are general terms and are not defined terms in the Registration Statement, and as such, the Fund has kept the terms as undefined terms in the Registration Statement.
Purchases of Shares
21. In the paragraph beginning “Financial Intermediaries may have different investment minimum requirements…” please disclose that these investment minimums will in no event be below $25,000.
Response: The Fund has revised the referenced paragraph as follows: “Financial Intermediaries may have different investment minimum requirements than those outlined in this prospectus (the “Prospectus”). Additionally, Financial Intermediaries may aggregate several customer accounts to accumulate the requisite initial investment minimum for Class I Shares. However, under no circumstances will a Financial Intermediary accept an initial investment from an investor in an amount less than $25,000, whether aggregating orders or otherwise. Please consult your Financial Intermediary for their account policies.”
Emily Rowland, Senior Counsel
January 16, 2024
Page 5
22. Please delete the sentence “Additionally, Financial Intermediaries may aggregate several customer accounts to accumulate the requisite initial investment minimum” and instead, clearly disclose under what circumstances aggregations may occur.
Response: The Fund has revised the referenced sentence as described in the response to Comment 21.
23. Please explain the basis for the following statement in the first sentence of the third paragraph “…except that shares may be offered more or less frequently as determined by the Fund in its sole discretion.”
Response: The Fund has removed the referenced sentence.
Repurchases of Shares
24. Please qualify the disclosure regarding the Fund’s early repurchase fee to state that the Fund’s ability to charge such a fee is subject to multi-class relief.
Response: The Fund respectfully declines to add the requested disclosure. The repurchase fee referenced is a repurchase fee retained by the Fund, and charged pursuant to Rule 23c-3(b)(1). The repurchase fee is not an early withdrawal charge (referred to as a contingent deferred sales charge (“CDSC”) in the Registration Statement), which is a distribution related fee retained by the distributor for which multi-class relief is required. The Fund may charge CDSC on Class C Shares, but will not do so until it receives multi-class relief. Further, as disclosed in the Registration Statement, the Fund will only offer Class I shares (which do not have a CDSC) until it receives multi-class relief.
INVESTMENT PROGRAM
25. Under “Types of Investment Structures” please explain the circumstances under which the Direct Access Co-Investments would not be invested immediately, reference is made to the sentence “Capital committed to a Direct Access Co-Investment is typically invested immediately, potentially under certain circumstances….”
Response: The Fund has revised the sentence to clarify its meaning as follows: “Capital committed to a Direct Access Co-Investment is typically invested immediately, potentially mitigating “J-Curve” and creating a more predictable cash flow dynamic, but may also involve a commitment to fund additional capital under certain circumstances.”
26. Under “Core Independent Managers” please also add Underlying Independent Managers to the sentence “Past performance of Investment Interests managed by the Core Independent Managers is not indicative of future results of those Investment Interests.”
Response: The Fund has made the requested revision.
TYPES OF INVESTMENTS AND RELATED RISKS
27. Reference is made to the following sentence in the risk factor “Dependence on the Advisor and Investment Managers:” “The Fund intends to allocate substantially all of its assets to Investment Interests managed by the Core Independe
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CORRESP
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Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0176
F: +1 202.637.3593
stevenboehm@eversheds-sutherland.com
January 16, 2024
VIA ELECTRONIC FILING
Emily Rowland, Senior Counsel
Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20002
Re: Axxes Private Markets Fund; Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2; File Nos. 333-274313 and 811-23898
Dear Ms. Rowland:
On behalf of Axxes Private Markets Fund (the “Fund”),
set forth below are the Fund’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) telephonically, on December 14, 2023, regarding the
Fund’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-274313 and 811-23898) (the “Registration
Statement”) filed on November 20, 2023. The Staff’s comments are set forth below and are followed by the Fund’s
responses.
GENERAL
1. Please
clarify, throughout the Registration Statement, what the Fund will be investing in. If applicable, will the Fund invest in 3(c)(1) or
3(c)(7) vehicles or other commingled private investment vehicles that are organized and managed by the Core Independent Managers that
would in turn invest in private equity funds managed by the Underlying Independent Managers via secondary investments and/or alongside
such funds in co-investments?
Response: The Fund
has revised the disclosure in the Registration Statement as requested.
2. Please
describe supplementally if the Core Independent Managers will sponsor or manage commingled vehicles. If this is the case, what types of
other investors are expected to invest in those vehicles, and will the Fund “control” any of those vehicles for purposes of
accounting or the Investment Company Act of 1940, as amended (the “1940 Act”).
Response:
The Core Independent Managers will manage the commingled Investment Funds in which the
Fund will invest. The other investors in the Investment Funds will be persons or entities that have relationships with the Core
Independent Managers and that are eligible to invest in such Investment Funds. The Fund may initially be a lead investor in certain
Investment Funds, and during this time, the Fund may hold over 25% of the economic interest in such Investment Fund. However, the
Fund will irrevocably waive all voting rights over 4.99% and/or will invest in non-voting interests and, accordingly, does not
expect to be deemed to control an Investment Fund. The Fund anticipates that its ownership stake in any one Investment Fund will
decrease over time.
Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of
the structure and a list of offices, please visit www.eversheds-sutherland.com.
Emily Rowland, Senior Counsel
January 16, 2024
Page 2
3. Please
clarify in the disclosure what is included in the Fund’s 90% policy, for example, does this include commingled investments managed
by the Core Independent Managers?
Response: The Fund
has revised its 90% policy disclosure to state that the Fund will invest 90% of its assets in Investment Funds managed by the Core Independent
Managers.
4. Please
review the terminology used throughout the Registration Statement to ensure that it is in “plain English,” for example, please
explain the distinction between “Investment Interest” and “Investment Fund.”
Response: The Fund
has clarified the terminology throughout the Registration Statement. The Fund has removed the term “Investment Interest” and
instead clarified that the Fund will invest approximately 90% of its assets in Investment Funds managed by the Core Independent Managers.
The Core Independent Managers will primarily invest the assets of the Investment Funds that they manage in Direct Access Co-Investments
or Secondary Investments (together “Underlying Investments”) sponsored by the Core Independent Manager or a third-party private
equity fund manager (i.e., an Underlying Independent Manager).
COVER PAGE
5. Please
clarify what is meant by “investment interests of any type” in the paragraph labeled “Investment Portfolio.” Is
it true that this is referring to equity investments only? If not, please clarify.
Response: The Fund
has revised the disclosure to state that it will invest in equity investments.
6. Please
clarify the terminology used with respect to the Core Independent Managers (i.e., the terms “sourced,” “managed”
and “sponsored”). Please revise the disclosure to use consistent terms throughout.
Response: The Fund
has clarified the terminology with respect to the Core Independent Managers throughout the Registration Statement. The Core Independent
Managers will manage the Investment Funds in which the Funds invest. The Core Independent Managers and Underlying Independent Managers
may sponsor various Direct Access Co-Investments and Secondary Investments. The Fund has removed the term “sourced.”
7. In
the paragraph labeled “Eligible Investors” please indicate that “Shares will be sold…” rather than stating
that “Shares are being sold….” Additionally, please add the $25,000 investment minimum to this paragraph.
Response: The Fund
has added the requested disclosure.
8. In
the “Risks” section, in the third bullet, please add the following disclosure “the amount treated as a tax-free return
of capital will reduce a shareholder’s adjusted tax basis in its Shares, thereby increasing the shareholder’s potential taxable
gain or reducing the potential taxable loss on the sale of the Shares.”
Response: The Fund
has added the requested disclosure.
Emily Rowland, Senior Counsel
January 16, 2024
Page 3
Prospectus Summary
Investment Program
9. Please
move the following sentence so that it appears earlier in the description of the Fund’s investment strategy: “The Investment
Interests sourced or managed by the Core Independent Managers for the Fund will primarily be direct access co-investments (“Direct
Access Co-Investments”) or secondary investments (“Secondary Investments”).”
Response: The Fund
has revised the “Investment Program” section to mention Direct Access Co-Investments and Secondary Investments earlier in
the strategy.
10. Please
clarify supplementally whether the Fund will be concentrated in any of the following sectors listed in the Registration Statement: Energy
and Utilities, Materials, Industrials, Consumer Discretionary, Consumer Staples, Healthcare, Financials, Information Technology, and Communication
Services.
Response: The Fund
will not concentrate in any of the aforementioned sectors.
11. The
Fund has a policy to not invest more than 25% of its total assets in any one Investment Interest. Please explain supplementally how this
limitation will be implemented and tracked.
Response: The Fund
has revised the disclosure to state that it will not invest more than 25% of its assets in any one “Underlying Investment”
(which is defined as a Direct Access Co-Investment or Secondary Investment). The Advisor will measure this at the time of investment (i.e.,
each time the Fund’s assets are invested in an Underlying Investment, the Advisor will review all of its investments to ensure that
no single Underlying Investment accounts for more than 25% of the Fund’s total assets).
12. In
the paragraph regarding the Fund’s liquid holdings, please state the Fund “will” hold liquid assets rather than the
fund “is expected” to hold liquid assets.
Response: The Fund
has made the requested revision.
13. In
the section “Investment Process” please clarify the meaning of the term “products” in the first sentence.
Response: The Fund
has revised the disclosure accordingly.
14. Please
supplementally explain whether the Advisor will have a role in choosing the investments of the Underlying Independent Managers.
Response: The
Advisor will not have a role in dictating which investment opportunities the Underlying Independent Managers select and make
available to potential investors (including the Investment Funds managed by the Core Independent Managers). The Advisor, however,
(consistent with the market standard for limited partner opt-outs for private funds) does have the power to “pass” on a
particular Direct Access Co-Investment, Secondary Investment or other type of investment on behalf of the Fund if the Advisor does
not believe that such investment is appropriate for the Fund.
Core Independent Managers
15. Please
discuss the role of the Underlying Independent Managers in this section.
Response: The Fund
has added disclosure about the Underlying Independent Managers in the section entitled “Core Independent Managers.”
Emily Rowland, Senior Counsel
January 16, 2024
Page 4
Risk Factors
16. Please
confirm supplementally that there will be no fees payable directly by the Fund to the Core Independent Managers or Underlying Independent
Managers.
Response: The Fund
confirms that there will be no fees payable directly by the Fund to the Core Independent Managers or Underlying Independent Managers,
outside of any fees payable by the Fund as an investor in an Investment Fund and/or Underlying Investment (as disclosed in the Registration
Statement).
17. Please
review the bullet points and consider whether the Underlying Independent Managers should be mentioned in all bullets where Core Independent
Managers are mentioned.
Response: The Fund
has reviewed the bullet points in the “Risk Factors” section and made revisions as applicable.
Expense Limitation Agreement
18. Please
ensure that disclosure in the Registration Statement regarding the “Specified Expenses” aligns with what is included in the
Expenses Limitation Agreement.
Response: The Fund
has revised the Registration Statement to align the definition of “Specified Expenses” with the definition included in the
Expenses Limitation Agreement.
19. In
the definition of “Specified Expenses” please clarify what expenses are covered under (iv) – is this meant to cover
the expenses of the underlying funds in which the Fund invests (i.e., acquired fund fees and expenses)?
Response: The Fund
has revised the Registration Statement disclosures to align the definition of “Specified Expenses” with the definition in
the Expenses Limitation Agreement. The disclosure now reads “…(iv) expenses incurred in connection with secondary offerings,
co-investments and other investment-related expenses of the Fund.” The term “secondary offerings” refers to secondary
offerings that the Fund may make, such as a preferred stock offering. The term “co-investments” refers generally to any co-investments
the Fund may make in accordance with its pending co-investment application or otherwise. The term “other investment related expenses
of the Fund” refers generally to expenses related to the Fund’s investments.
20. Please
use defined terms when referring to “secondaries” or “co-investments.”
Response: The Fund
has revised the referenced disclosure as described in the response to Comment 19. As noted in the response to Comment 19, the term “co-investment”
refers to co-investments generally and not necessarily Direct Access Co-Investments as that term is defined in the Registration Statement
and the term “secondary offering” generally refers to additional offerings made by the Fund. These terms are general terms
and are not defined terms in the Registration Statement, and as such, the Fund has kept the terms as undefined terms in the Registration
Statement.
Purchases of Shares
21. In
the paragraph beginning “Financial Intermediaries may have different investment minimum requirements…” please disclose
that these investment minimums will in no event be below $25,000.
Response:
The Fund has revised the referenced paragraph as follows: “Financial Intermediaries
may have different investment minimum requirements than those outlined in this prospectus (the “Prospectus”).
Additionally, Financial Intermediaries may aggregate several customer accounts to accumulate the requisite initial investment
minimum for Class I Shares. However, under no circumstances will a Financial Intermediary accept an initial investment from an investor in an amount
less than $25,000, whether aggregating orders or otherwise. Please consult your Financial Intermediary for their account
policies.”
Emily Rowland, Senior Counsel
January 16, 2024
Page 5
22. Please
delete the sentence “Additionally, Financial Intermediaries may aggregate several customer accounts to accumulate the requisite
initial investment minimum” and instead, clearly disclose under what circumstances aggregations may occur.
Response: The Fund
has revised the referenced sentence as described in the response to Comment 21.
23. Please
explain the basis for the following statement in the first sentence of the third paragraph “…except that shares may be offered
more or less frequently as determined by the Fund in its sole discretion.”
Response: The Fund
has removed the referenced sentence.
Repurchases of Shares
24. Please
qualify the disclosure regarding the Fund’s early repurchase fee to state that the Fund’s ability to charge such a fee is
subject to multi-class relief.
Response: The Fund respectfully declines to add the requested disclosure. The repurchase fee referenced is a repurchase fee retained by the Fund,
and charged pursuant to Rule 23c-3(b)(1). The repurchase fee is not an early withdrawal charge (referred to as a contingent deferred sales charge (“CDSC”) in the Registration Statement), which is a distribution related fee retained by the distributor for which multi-class relief is required. The Fund
may charge CDSC on Class C Shares, but will not do so until it receives multi-class relief. Further, as disclosed in the Registration
Statement, the Fund will only offer Class I shares (which do not have a CDSC) until it receives multi-class relief.
INVESTMENT PROGRAM
25. Under
“Types of Investment Structures” please explain the circumstances under which the Direct Access Co-Investments would not be
invested immediately, reference is made to the sentence “Capital committed to a Direct Access Co-Investment is typically invested
immediately, potentially under certain circumstances….”
Response: The Fund
has revised the sentence to clarify its meaning as follows: “Capital committed to a Direct Access Co-Investment is typically invested
immediately, potentially mitigating “J-Curve” and creating a more predictable cash flow dynamic, but may also involve a commitment
to fund additional capital under certain circumstances.”
26. Under
“Core Independent Managers” please also add Underlying Independent Managers to the sentence “Past performance of Investment
Interests managed by the Core Independent Managers is not indicative of future results of those Investment Interests.”
Response: The Fund
has made the requested revision.
TYPES OF INVESTMENTS AND RELATED RISKS
27. Reference
is made to the following sentence in the risk factor “Dependence on the Advisor and Investment Managers:” “The Fund
intends to allocate substantially all of its assets to Investment Interests managed by the Core Independe