Correspondence 0001193125-24-137335 from Middle Market Apollo Institutional Private Lending (CIK 0002006758)
Middle Market Apollo Institutional Private Lending (CIK 0002006758)
Date: May 13, 2024 · CIK: 0002006758 · Accession: 0001193125-24-137335
AI Filing Summary & Sentiment
File numbers found in text: 000-56645
Letter
VIA EDGAR Securities and Exchange Commission Division of Investment Management Washington, D.C. 20549 Attn: Lisa Larkin and Christina DiAngelo Fettig Re: Middle Market Apollo Institutional Private Lending Registration Statement on Form 10 (File No. 000-56645)
Dear Mses. Larkin and Fettig:
On behalf of Middle Market Apollo Institutional Private Lending (the “Fund”), we hereby transmit for filing to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) responses to comments received from the Staff on April 15, 2024 relating to the above-referenced registration statement on Form 10, filed with the SEC on March 15, 2024 (the “Registration Statement”).
For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Page 1 – Explanatory Note
1. Comment: The third bullet point defines Apollo Global Management, Inc. Please consider adding a brief description of this entity so that an investor understands its relevance to the Fund.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
2. Comment: In the fifth paragraph, disclosure states that the Fund “will file an election to be regulated as a BDC under the 1940 Act as soon as reasonably practical.” Please update this statement and all similar disclosure throughout the registration statement to reflect that the Fund filed such election on March 15, 2024.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Securities and Exchange Commission
May 13, 2024
3. Comment: Within the bolded bullet points, please disclose that:
•
Repurchases of common shares by the Fund, if any, are expected to be very limited.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 5 – Risks Relating to Our Business and Structure
4. Comment: In the second bullet point, disclosure states that the Board of Trustees may change the Fund’s “operating policies and strategies without prior notice or shareholder approval . . . .” Please revise the disclosure here, and throughout the registration statement, to clarify that a change to the Fund’s 80% policy under rule 35d-1 requires 60 days’ notice (unless the Fund has chosen to make this a fundamental policy, in which case such a change would require shareholder approval) and that ceasing to be a BDC requires shareholder approval.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
5. Comment: In the thirteenth bullet point, disclosure refers to the possibility that the Fund may issue preferred shares. Please confirm that the Fund will not issue preferred shares within one year of the effectiveness of the registration statement. Otherwise, please add appropriate strategy, risk, and dividend expenses disclosure.
Response: The Fund respectfully confirms that it does not intend to issue preferred shares within one year of the effectiveness of the Registration Statement.
6. Comment: In the twentieth bullet point, disclosure states, “In the past following periods of volatility in the market price of a company’s securities, securities class action litigation has, from time to time, been brought against that company.” Please consider adding disclosure to clarify that such circumstances could potentially apply to a company in which the Fund invests and could, in turn, adversely affect the Fund’s business.
Response: In response to the Staff’s comment, the Fund has removed the risk factor in the Registration Statement.
Page 6 – Risks Relating to an Investment in Our Common Shares
7. Comment: In the second bullet point, disclosure refers to the possibility that the Fund will conduct a tender offer. Please consider clarifying that the Fund would conduct such tender offer, if any, pursuant to Exchange Act rule 13e-4.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 7 – Item 1. Business
8. Comment: In the third paragraph, disclosure states, “[u]nder normal circumstance, we will invest directly or indirectly at least 80% of our total assets (i.e., net assets plus borrowings for investment purposes) in debt instruments of varying maturities.” The Fund’s name includes the terms “middle market” and “private,” which are types of investments, and are therefore subject to rule 35d-1 of the 1940 Act. Please revise the 80% policy to include private middle market companies. Please also add disclosure regarding whether a change in the 80% policy is subject to 60 days’ notice or requires shareholder approval.
Securities and Exchange Commission
May 13, 2024
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly for the 80% policy to include middle market companies. However, the word “private” in the Fund’s name is not intended to refer to a type of investments, but rather to indicate the Fund intends to conduct a private placement of its shares rather than only making investments in private issuers. Please see “The Private Offering” in the Registration Statement.
9. Comment: In the fourth paragraph, disclosure states that the Fund will invest up to 70-80% of its portfolio in U.S. middle market companies and the remaining 20-30% of the portfolio in other, larger companies. Please revise the portfolio ranges to align with the revised 80% policy.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
10. Comment: In the fourth paragraph, the Fund defines “middle market companies” and refers to “synergies” and “other items.” Please define “synergies” using clear, concise language, and specify what the “other items” are.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
11. Comment: In the fourth paragraph, the Fund discloses that it will invest the remainder of its portfolio in, among other things, “other structured financing solutions.” Please specify what the “other structured financing solutions” are.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 11 – Investment Strategy
12. Comment: In the first paragraph, disclosure states that the Fund may create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. Please disclose:
•
That the Fund complies with the provisions of the 1940 Act governing capital structure and leverage (section 61) on an aggregate basis with the subsidiary so that the Fund treats the subsidiary’s debt as its own for purposes of section 61.
•
That any investment adviser to the subsidiary complies with provisions of the 1940 Act relating to investment advisory contracts (section 15) as if it were an investment adviser to the Fund under section 2(a)(20) of the 1940 Act. Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with section 15(c), the reviews of the Fund’s and the subsidiary’s investment advisory agreements may be combined.
Securities and Exchange Commission
May 13, 2024
•
That the subsidiary complies with provisions relating to affiliated transactions and custody (sections 17 and 57). Also, please identify the custodian of the subsidiary, if any.
•
Any of the subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the Fund and the subsidiary.
•
That the Fund does not currently intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
13. Comment: Please explain in correspondence whether the financial statements of the subsidiary will be consolidated with those of the Fund. If not, please explain why not.
Response: The Fund confirms that it has consolidated the subsidiary’s financial statements with those of the Fund in its December 31,2023 financial statements and intends to continue to consolidating its financial statements.
14. Comment: Please confirm in correspondence that the subsidiary and its board of trustees will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder.
Response: The Fund confirms that the subsidiary and its board of trustees, to the extent applicable, will agree to inspection by the Staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder.
15. Comment: If the subsidiary is a foreign corporation, please confirm in correspondence that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States.
Response: To the extent that the subsidiary is a foreign corporation, the Fund confirms that the subsidiary and its board of trustees will agree to designate an agent for service of process in the United States.
16. Comment: Please confirm in correspondence that that the subsidiary’s management fee (including any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.
Response: The Fund notes that it does not expect the subsidiary to charge a management fee or a performance fee. The Fund also confirms that the expenses of the subsidiary will be included in “Other Expenses” in the Fund’s fee table, if applicable.
Securities and Exchange Commission
May 13, 2024
Page 12 – Emphasis on Downside Protection
17. Comment: Disclosure states, “[t]hese loans typically detach at a 40-50% loan-to-value against the borrower’s enterprise value.” Please revise this sentence using clear, concise language.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 12 – Robust Structural Protections
18. Comment: Disclosures states, “Direct lenders typically retain control of their credit documentation which is intended to limit their borrowers’ ability to incur additional indebtedness or to allow for value leakage ahead of senior debt.” Please revise “to allow for value leakage” using clear, concise language.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 13 – Institutionalized Monitoring and Risk Management Capabilities
19. Comment: Disclosure states, “If the situation were to progress to a full workout, Apollo has an in-house distressed credit team that can assist in seeking to stabilize the situation.” Please revise “full workout” using clear, concise language.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 14 – Investment Valuation Process
20. Comment: In the fourth paragraph, disclosure refers to “Level 3 investments.” Please describe that term using clear, concise language.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 16 – Durable Middle Market Lending Opportunity
21. Comment: Disclosure refers to “a recent JP Morgan Chase survey.” Please add a citation, and explain how an investor can access the survey.
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
Page 18 – The Private Offering
22. Comment: In the third paragraph, disclosure states that “the Adviser will have, subject to its fiduciary duty to the Fund, discretion to give priority to investors whose subscriptions were accepted at a previous Closing in order to ensure such investors’ Capital Commitments are fully called prior to the end of such investors’ Commitment Period (as defined below).” Please supplementally explain what this statement means and how the Adviser’s “discretion to give priority” is aligned with the terms of the subscription agreements.
Securities and Exchange Commission
May 13, 2024
Response: The Fund is a perpetually offered business development company that has a four year commitment period, meaning that each individual investor will only be required to fund its capital commitment during the four year commitment period. Accordingly, to the extent that an investor is nearing the end of its four year commitment period, the Fund will prioritize calling capital from such investor to ensure that the Fund is able to call such investors entire capital commitment before the four year commitment period expires. The Fund also notes that each subscription agreement contractually allows the Adviser to have the discretion to give such priority in calling capital from investors who are nearing the end of its four year commitment period. Without such a priority, due to the perpetual nature of the offering, the Adviser could not call capital in a fair and reasonable manner. For example, if the Adviser were to call capital solely on a pro rata basis, it is unlikely that any investor will have its full capital commitment called due to the perpetual nature of the offering.
Page 19 – The Private Offering
23. Comment: Disclosure states, “While the Fund expects each Subscription Agreement to reflect the terms and conditions summarized above, the Fund reserves the right to enter into Subscription Agreements that contain terms and conditions not found in the Subscription Agreements entered into with other investors, subject to applicable law. No investor in the Private Offering will be permitted to make an investment in the Fund on economic terms and conditions that are more favorable than the economic terms and conditions contained in the Subscription Agreements entered into with all other investors.”
•
Please delete “, subject to applicable law.”
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
•
After the first sentence, please add, “As a result, certain Fund investors may be provided with certain terms that other Fund investors will not receive.”
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
•
After the last sentence, please add, “The Fund represents that the Fund and the Adviser have not entered, or will not enter, into subscription agreements with investors related to their investment in the Fund that contravene applicable law, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940.”
•
Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly.
•
Please sup
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET NW WASHINGTON, DC 20001 TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502 Direct Dial Number 202-636-5592 E-mail Address Steven.Grigoriou@stblaw.com May 13, 2024 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Lisa Larkin and Christina DiAngelo Fettig Re: Middle Market Apollo Institutional Private Lending Registration Statement on Form 10 (File No. 000-56645) Dear Mses. Larkin and Fettig: On behalf of Middle Market Apollo Institutional Private Lending (the “Fund”), we hereby transmit for filing to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) responses to comments received from the Staff on April 15, 2024 relating to the above-referenced registration statement on Form 10, filed with the SEC on March 15, 2024 (the “Registration Statement”). For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Page 1 – Explanatory Note 1. Comment: The third bullet point defines Apollo Global Management, Inc. Please consider adding a brief description of this entity so that an investor understands its relevance to the Fund. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. 2. Comment: In the fifth paragraph, disclosure states that the Fund “will file an election to be regulated as a BDC under the 1940 Act as soon as reasonably practical.” Please update this statement and all similar disclosure throughout the registration statement to reflect that the Fund filed such election on March 15, 2024. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Securities and Exchange Commission May 13, 2024 3. Comment: Within the bolded bullet points, please disclose that: • Repurchases of common shares by the Fund, if any, are expected to be very limited. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 5 – Risks Relating to Our Business and Structure 4. Comment: In the second bullet point, disclosure states that the Board of Trustees may change the Fund’s “operating policies and strategies without prior notice or shareholder approval . . . .” Please revise the disclosure here, and throughout the registration statement, to clarify that a change to the Fund’s 80% policy under rule 35d-1 requires 60 days’ notice (unless the Fund has chosen to make this a fundamental policy, in which case such a change would require shareholder approval) and that ceasing to be a BDC requires shareholder approval. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. 5. Comment: In the thirteenth bullet point, disclosure refers to the possibility that the Fund may issue preferred shares. Please confirm that the Fund will not issue preferred shares within one year of the effectiveness of the registration statement. Otherwise, please add appropriate strategy, risk, and dividend expenses disclosure. Response: The Fund respectfully confirms that it does not intend to issue preferred shares within one year of the effectiveness of the Registration Statement. 6. Comment: In the twentieth bullet point, disclosure states, “In the past following periods of volatility in the market price of a company’s securities, securities class action litigation has, from time to time, been brought against that company.” Please consider adding disclosure to clarify that such circumstances could potentially apply to a company in which the Fund invests and could, in turn, adversely affect the Fund’s business. Response: In response to the Staff’s comment, the Fund has removed the risk factor in the Registration Statement. Page 6 – Risks Relating to an Investment in Our Common Shares 7. Comment: In the second bullet point, disclosure refers to the possibility that the Fund will conduct a tender offer. Please consider clarifying that the Fund would conduct such tender offer, if any, pursuant to Exchange Act rule 13e-4. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 7 – Item 1. Business 8. Comment: In the third paragraph, disclosure states, “[u]nder normal circumstance, we will invest directly or indirectly at least 80% of our total assets (i.e., net assets plus borrowings for investment purposes) in debt instruments of varying maturities.” The Fund’s name includes the terms “middle market” and “private,” which are types of investments, and are therefore subject to rule 35d-1 of the 1940 Act. Please revise the 80% policy to include private middle market companies. Please also add disclosure regarding whether a change in the 80% policy is subject to 60 days’ notice or requires shareholder approval. 2 Securities and Exchange Commission May 13, 2024 Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly for the 80% policy to include middle market companies. However, the word “private” in the Fund’s name is not intended to refer to a type of investments, but rather to indicate the Fund intends to conduct a private placement of its shares rather than only making investments in private issuers. Please see “The Private Offering” in the Registration Statement. 9. Comment: In the fourth paragraph, disclosure states that the Fund will invest up to 70-80% of its portfolio in U.S. middle market companies and the remaining 20-30% of the portfolio in other, larger companies. Please revise the portfolio ranges to align with the revised 80% policy. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. 10. Comment: In the fourth paragraph, the Fund defines “middle market companies” and refers to “synergies” and “other items.” Please define “synergies” using clear, concise language, and specify what the “other items” are. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. 11. Comment: In the fourth paragraph, the Fund discloses that it will invest the remainder of its portfolio in, among other things, “other structured financing solutions.” Please specify what the “other structured financing solutions” are. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 11 – Investment Strategy 12. Comment: In the first paragraph, disclosure states that the Fund may create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. Please disclose: • That the Fund complies with the provisions of the 1940 Act governing capital structure and leverage (section 61) on an aggregate basis with the subsidiary so that the Fund treats the subsidiary’s debt as its own for purposes of section 61. • That any investment adviser to the subsidiary complies with provisions of the 1940 Act relating to investment advisory contracts (section 15) as if it were an investment adviser to the Fund under section 2(a)(20) of the 1940 Act. Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with section 15(c), the reviews of the Fund’s and the subsidiary’s investment advisory agreements may be combined. 3 Securities and Exchange Commission May 13, 2024 • That the subsidiary complies with provisions relating to affiliated transactions and custody (sections 17 and 57). Also, please identify the custodian of the subsidiary, if any. • Any of the subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the Fund and the subsidiary. • That the Fund does not currently intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. 13. Comment: Please explain in correspondence whether the financial statements of the subsidiary will be consolidated with those of the Fund. If not, please explain why not. Response: The Fund confirms that it has consolidated the subsidiary’s financial statements with those of the Fund in its December 31,2023 financial statements and intends to continue to consolidating its financial statements. 14. Comment: Please confirm in correspondence that the subsidiary and its board of trustees will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder. Response: The Fund confirms that the subsidiary and its board of trustees, to the extent applicable, will agree to inspection by the Staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder. 15. Comment: If the subsidiary is a foreign corporation, please confirm in correspondence that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States. Response: To the extent that the subsidiary is a foreign corporation, the Fund confirms that the subsidiary and its board of trustees will agree to designate an agent for service of process in the United States. 16. Comment: Please confirm in correspondence that that the subsidiary’s management fee (including any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table. Response: The Fund notes that it does not expect the subsidiary to charge a management fee or a performance fee. The Fund also confirms that the expenses of the subsidiary will be included in “Other Expenses” in the Fund’s fee table, if applicable. 4 Securities and Exchange Commission May 13, 2024 Page 12 – Emphasis on Downside Protection 17. Comment: Disclosure states, “[t]hese loans typically detach at a 40-50% loan-to-value against the borrower’s enterprise value.” Please revise this sentence using clear, concise language. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 12 – Robust Structural Protections 18. Comment: Disclosures states, “Direct lenders typically retain control of their credit documentation which is intended to limit their borrowers’ ability to incur additional indebtedness or to allow for value leakage ahead of senior debt.” Please revise “to allow for value leakage” using clear, concise language. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 13 – Institutionalized Monitoring and Risk Management Capabilities 19. Comment: Disclosure states, “If the situation were to progress to a full workout, Apollo has an in-house distressed credit team that can assist in seeking to stabilize the situation.” Please revise “full workout” using clear, concise language. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 14 – Investment Valuation Process 20. Comment: In the fourth paragraph, disclosure refers to “Level 3 investments.” Please describe that term using clear, concise language. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 16 – Durable Middle Market Lending Opportunity 21. Comment: Disclosure refers to “a recent JP Morgan Chase survey.” Please add a citation, and explain how an investor can access the survey. Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. Page 18 – The Private Offering 22. Comment: In the third paragraph, disclosure states that “the Adviser will have, subject to its fiduciary duty to the Fund, discretion to give priority to investors whose subscriptions were accepted at a previous Closing in order to ensure such investors’ Capital Commitments are fully called prior to the end of such investors’ Commitment Period (as defined below).” Please supplementally explain what this statement means and how the Adviser’s “discretion to give priority” is aligned with the terms of the subscription agreements. 5 Securities and Exchange Commission May 13, 2024 Response: The Fund is a perpetually offered business development company that has a four year commitment period, meaning that each individual investor will only be required to fund its capital commitment during the four year commitment period. Accordingly, to the extent that an investor is nearing the end of its four year commitment period, the Fund will prioritize calling capital from such investor to ensure that the Fund is able to call such investors entire capital commitment before the four year commitment period expires. The Fund also notes that each subscription agreement contractually allows the Adviser to have the discretion to give such priority in calling capital from investors who are nearing the end of its four year commitment period. Without such a priority, due to the perpetual nature of the offering, the Adviser could not call capital in a fair and reasonable manner. For example, if the Adviser were to call capital solely on a pro rata basis, it is unlikely that any investor will have its full capital commitment called due to the perpetual nature of the offering. Page 19 – The Private Offering 23. Comment: Disclosure states, “While the Fund expects each Subscription Agreement to reflect the terms and conditions summarized above, the Fund reserves the right to enter into Subscription Agreements that contain terms and conditions not found in the Subscription Agreements entered into with other investors, subject to applicable law. No investor in the Private Offering will be permitted to make an investment in the Fund on economic terms and conditions that are more favorable than the economic terms and conditions contained in the Subscription Agreements entered into with all other investors.” • Please delete “, subject to applicable law.” Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. • After the first sentence, please add, “As a result, certain Fund investors may be provided with certain terms that other Fund investors will not receive.” Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. • After the last sentence, please add, “The Fund represents that the Fund and the Adviser have not entered, or will not enter, into subscription agreements with investors related to their investment in the Fund that contravene applicable law, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940.” • Response: In response to the Staff’s comment, the Fund has revised the Registration Statement accordingly. • Please sup