Correspondence 0001213900-24-070331 from Axxes Opportunistic Credit Fund (CIK 0002003867)
Axxes Opportunistic Credit Fund (CIK 0002003867)
Date: Aug. 16, 2024 · CIK: 0002003867 · Accession: 0001213900-24-070331
AI Filing Summary & Sentiment
File numbers found in text: 333-278000, 811-23949
Letter
Washington, D.C. 20549 Attention: Ms. Ellie Quarles, Senior Counsel, Division of Investment Management Mr. Matthew Williams, Branch Chief, Division of Investment Management Re: Axxes Opportunistic Credit Fund (File Nos. 333-278000 and 811-23949)
Dear Ms. Quarles and Mr. Williams:
On behalf of our client, Axxes Opportunistic Credit Fund (the “Fund”), set forth below are the responses of the Fund to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) on June 18, 2024 in connection with the Pre-Effective Amendment 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 with the SEC on May 17, 2024. Below, we provide your comments and the Fund's responses. To the extent edits to the Registration Statement are necessary to respond to the comments, they will be reflected in a pre-effective amendment to the Registration Statement. (the “Pre-Effective Amendment No. 2”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement, unless otherwise indicated.
STATEMENT OF ADDITIONAL INFORMATION
Comment 1. The Fund removed disclosure in the Statement of Additional Information regarding the replacement of trustees. Please advise why the Fund has removed such disclosure and whether it intends to provide updated disclosure with regard to replacement of trustees.
Response 1. The referenced disclosure was removed from the Registration Statement as it does not accurately reflect the Fund's bylaws. The disclosure will not be updated with regard to replacement of trustees as the current discussion of the nominating committee is complete as written.
Ellie Quarles
Matthew Williams
August 16, 2024
Page
* * *
If you would like to discuss the above response in further detail or if you have any questions, please feel free to contact me at (212) 878-3495 or Vadim Avdeychik at (212) 878-3055. Thank you.
Best
Regards,
/s/
Emily Picard
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CLIFFORD
CHANCE US LLP
Two
Manhattan West
375 9th Avenue
New
York, NY 10001-1696
Tel
+1 212 878 8000
Fax
+1 212 878 8375
www.cliffordchance.com
August
16, 2024
U.S.
Securities and Exchange Commission
Judiciary
Plaza
100
F Street, NE
Washington,
D.C. 20549
Attention: Ms. Ellie Quarles, Senior Counsel, Division
of Investment Management
Mr. Matthew Williams, Branch Chief, Division of Investment Management
Re: Axxes
Opportunistic Credit Fund (File Nos. 333-278000 and 811-23949)
Dear
Ms. Quarles and Mr. Williams:
On
behalf of our client, Axxes Opportunistic Credit Fund (the “Fund”), set forth below are the responses of the Fund
to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”
or “Commission”) on June 18, 2024 in connection with the Pre-Effective Amendment 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 with the SEC on May 17, 2024. Below, we
provide your comments and the Fund's responses. To the extent edits to the Registration Statement are necessary to respond to the comments,
they will be reflected in a pre-effective amendment to the Registration Statement. (the “Pre-Effective Amendment No. 2”).
Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement, unless otherwise indicated.
STATEMENT
OF ADDITIONAL INFORMATION
Comment 1. The Fund removed disclosure in the Statement of Additional Information regarding the replacement
of trustees. Please advise why the Fund has removed such disclosure and whether it intends
to provide updated disclosure with regard to replacement of trustees.
Response
1. The referenced disclosure was removed from the Registration Statement as it does not accurately reflect the Fund's bylaws. The
disclosure will not be updated with regard to replacement of trustees as the current discussion of the nominating committee is complete
as written.
Ellie
Quarles
Matthew
Williams
August
16, 2024
Page
2
* * *
If
you would like to discuss the above response in further detail or if you have any questions, please feel free to contact me at (212)
878-3495 or Vadim Avdeychik at (212) 878-3055. Thank you.
Best
Regards,
/s/
Emily Picard
Emily
Picard
Clifford
Chance US LLP
cc: Axxes Opportunistic Credit
Adrain Bryant
Clifford
Chance US LLP
Vadim
Avdeychik
Dennis Morrisroe