Correspondence 0001193125-24-131705 from John Hancock Multi Asset Credit Fund (CIK 0002008638)
John Hancock Multi Asset Credit Fund (CIK 0002008638)
Date: May 6, 2024 · CIK: 0002008638 · Accession: 0001193125-24-131705
AI Filing Summary & Sentiment
File numbers found in text: 333-277684, 811-23937
Letter
VIA EDGAR Division of Investment Management Washington, D.C. 02549 Attention: Jeffrey A. Foor Re: John Hancock Multi Asset Credit Fund - N-2 File Nos. 811-23937; 333-277684
Dear Mr. Foor:
On behalf of the John Hancock Multi Asset Credit Fund (the “Fund”), we submit this letter in response to comments received by letter on April 2, 2024 from the staff (“Staff”) of the Securities and Exchange Commission (the “SEC”) in connection with the pre-effective amendment to the registration statement on Form N-2 for the Fund filed with the SEC on March 6, 2024, accession no. 0001193125-24-059443 (the “Registration Statement”).
We believe that the disclosure changes and supplemental responses discussed in this letter are fully responsive to the Staff’s comments, and resolve any matters raised. It is anticipated that the Fund will seek effectiveness of its Registration Statement, as amended, as soon as practicable after the filing of the next pre-effective amendment.
For convenience, we have set forth each comment below, followed by the Fund’s response. Unless otherwise stated, capitalized terms have the same meaning as in the registration statement.
COVER PAGE
1. On the cover page, please confirm that the fund will remove the brackets around the phrase “[has adopted a fundamental policy]”.
Response: This change will be made.
2. Given that the Fund is an interval fund, please revise the cover page to specify the anticipated frequency of such offers; the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the fund’s initial repurchase offer. The Fund should include a cross-reference to those sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks.
May 6, 2024
Page
Response: The following disclosure shall be added at the end of the first paragraph on the cover page:
“Quarterly repurchase offers will occur in the months of March, June, September and December. Notices of each quarterly repurchase offer are sent to shareholders of the Fund (“Shareholders”) of record at least 21 days before the “Repurchase Request Deadline” (i.e., the latest date on which Shareholders can tender their Shares in response to a repurchase offer). This notice may be included with a shareholder report or other fund document. For the avoidance of doubt, Shareholders may withdraw or modify their tenders at any time prior to the Repurchase Request Deadline pursuant to Rule 23c-3(b)(6) under the 1940 Act. In addition, the fund cannot require that a minimum number of Shares be tendered pursuant to Rule 23c-3(b)(1) under the 1940 Act.
If you invest in the fund through a financial intermediary, the notice will be provided to you by your financial intermediary. This notice will also be posted on the fund’s website at https://www.jhinvestments.com. The fund determines the NAV applicable to repurchases no later than fourteen (14) days after the Repurchase Request Deadline (or the next business day, if the 14th day is not a business day). The fund expects to distribute payment to Shareholders no later than seven (7) calendar days after such date. For a more complete description of the periodic repurchase offers that the Fund anticipates engaging in, see “PERIODIC REPURCHASE OFFERS” below.”
3. The Fund’s investment objective is to generate “attractive risk-adjusted returns and current income.” Please disclose in plain English what “risk-adjusted” returns means.
Response: The Fund has revised the second sentence of the first paragraph of the cover page as follows:
“The fund’s investment objective is to seek to generate a return comprised of both current income and capital appreciation, emphasizing current income with low volatility and low correlation to the broader markets provide attractive risk-adjusted returns and current income.”
The Fund will make corresponding updates to the appropriate sections of the Registration Statement where similar disclosure appears.
May 6, 2024
Page
PROSPECTUS
Page 4 – Investment Strategies
4. The fourth bullet under “ABS” refers to “esoteric credit”. Please disclose what esoteric credit is in plain English.
Response: Regarding plain-English disclosure of what the phrase “esoteric credit” means, the Fund refers to the disclosure under “Investment Strategies,” a part of the “Investment Objective and Principal Investment Strategies” section, which outlines that esoteric credit includes: “securities backed by contracted cashflows of loans or leases on data centers, music royalties, mobile phone plans, spectrum bandwidth rights, solar panels for either residential or commercial use, or other asset types…” Therefore, the Fund respectfully believes that the disclosure informs investors in plain English as is.
Page 8 – Other Investment Strategies
5. The last two sentences before the “Co-Investment” header state the Fund may invest through one or more special purpose acquisition vehicles that are wholly-owned subsidiaries. Please disclose that the Fund does not 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: The Fund does not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund.
Please also respond to the following comments regarding subsidiaries:
a. Please confirm to us that the financial statements of any wholly-owned or substantially-owned subsidiaries will be consolidated with those of the Fund.
Response: The Fund so confirms.
b. Please confirm to us if any of the Fund’s subsidiaries will charge a management fee. If so, please confirm to us that the management fees (including performance fees) of any subsidiary whose financial statements are consolidated with those of the Fund will be included in the “Advisory Fee” line item of the fee table and any such subsidiary’s expenses will be included in the “Other Expenses” line item of the fee table.
Response: The Fund confirms that none of the Fund’s subsidiaries will charge a management fee.
c. Please confirm to us that subsidiaries and their boards of directors 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.
Response: The Fund so confirms.
May 6, 2024
Page
d. If any subsidiary is a foreign entity, please confirm to us that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States.
Response: The Fund so confirms.
Page 9 – Expense Limitation Agreement
6. Please provide completed disclosure regarding the expense limitation agreement in correspondence.
Response: This disclosure will be provided. Supplementally, the Fund intends to file the expense limitation agreement relating to the shares in the next pre-effective amendment to the Fund’s Registration Statement.
7. If acquired fund fees and expenses (AFFE), if any, are excluded from the waiver, please disclose. Also, please confirm to the staff that any waived fees are not subject to recoupment.
Response: The AFFE will be excluded from the waiver. In addition, the Fund confirms that any waived fees will not be subject to recoupment.
Page 11 – Periodic Repurchase Offers
8. Please add disclosure explaining that the fund must allow its investors to withdraw or modify their tenders at any time prior to the repurchase request deadline per Rule 23c-3(b)(6).
Response: This change will be made.
9. Please add disclosure that the fund cannot require a minimum number of shares to be tendered per Rule 23c-3(b)(1).
Response: This change will be made.
10. Please explain supplementally whether the Fund’s 21-day notice period will be shortened as a result of the exemptive relief that the Fund is currently seeking to receive in order to repurchase monthly. Please revise this disclosure accordingly.
Response: The Fund supplementally notes that, at this time, it is not seeking exemptive relief from the SEC that would permit the Fund to make monthly repurchase offers of the Fund’s outstanding Shares at NAV per share. Corresponding changes to reflect this change in strategy will be reflected in the next pre-effective amendment to the Fund’s Registration Statement.
May 6, 2024
Page
Pages 12-15 – Summary of Risks
11. The disclosure notes that principal risks are presented in alphabetical order. Please order the risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. Please note that after listing the most significant risks to the fund, the remaining risks may be alphabetized. See ADI 2019-08—Improving Principal Risks Disclosure.
Response: The Fund respectfully submits that the current order of the principal risks is in compliance with the requirements of Form N-2, which does not require listing the principal risks of investing in a fund in any particular order. The Registrant further notes that the alphabetical ordering convention of its principal risks is consistent across the John Hancock complex.
12. We note there is no limit on credit quality and the fund may invest in below-investment grade securities. Please consider adding a separate risk factor regarding below-investment grade securities.
Response: The Fund believes that the risks related to below-investment-grade securities are appropriately described under the heading “Credit and Counterparty Risk”. Therefore, the Fund respectfully declines to make the requested change.
13. On page 15, please provide more specificity around the “Natural Disasters and Adverse Weather Conditions” risk in the fund’s principal strategy and risks sections of the prospectus. Please identify and/or provide more detail about specific regions or areas of the world in which the fund intends to invest that are more prone to major natural disasters.
Response: Although the Fund may invest in various regions and areas of the world, the Fund respectfully declines to revise its disclosure, as it believes the disclosure is sufficient. The Fund also notes that it has taken this approach with respect to a number of funds in its complex and that this approach is therefore consistent on a complex-wide basis.
Page 21 – Fees and Expenses
14. Please provide a completed fee table and example with correspondence as it is material to the staff’s review.
Response: The completed fee table is attached hereto as Schedule A. The completed fee table will also be included in the next pre-effective amendment to the Fund’s Registration Statement. Supplementally, and as noted in Schedule A, the Fund notes that it anticipates offering Class I, Class A and Class U shares. The expense structure for those classes of shares will be reflected in the next pre-effective amendment to the Fund’s Registration Statement.
May 6, 2024
Page
Page 32 – Distribution Risk
15. The prospectus states, “Distributions in any year may include a substantial return of capital component.” Many investors may not fully understand a return of capital. Please clarify in the prospectus that: Shareholders who periodically receive the payment of a dividend or other distribution consisting of a return of capital may be under the impression that they are receiving net profits when they are not. Shareholders should not assume that the source of a distribution from the fund is net profit.
Response: This change will be made.
a. In addition, please inform us whether the Fund intends to report a distribution rate. If the Fund intends to report a distribution rate at any point prior to finalizing its tax figures, the Fund should disclose the estimated portion of the distribution rate that results from return of capital. In addition, reports containing distribution yields should be accompanied by the total return and/or SEC yield.
Response: The Fund does not intend to report a distribution rate.
Page 33 – Economic and Market Events Risk
16. Please explain why the Fund includes specific risk disclosure with respect to Russia. We note that the Fund does not reference Russia in its strategy disclosure and does not include specific disclosure regarding other countries.
Response: The Fund notes that this is a standard risk disclosure and has been adopted across the John Hancock complex to reflect how recent international developments could have a detrimental impact on a fund’s performance.
STATEMENT OF ADDITIONAL INFORMATION
Page 28 – Compensation Table
17. Please provide a completed compensation table with correspondence.
Response: The completed compensation table is attached hereto as Schedule B. This will also be included in the next pre-effective amendment to the Fund’s Registration Statement.
Page 29 – Investment Advisory and Other Services
18. Please revise the language in the sixth paragraph to be consistent with the language regarding the expense limitation found in the Prospectus Summary. Specifically, please revise the language about the timing of the advisor’s ability to implement the expense limitation.
Response: This change will be made.
Page 31-33 – Portfolio Managers
19. Please provide completed information regarding the fund’s portfolio managers in correspondence including compensation information. This disclosure should include information about vehicles and accounts managed by the portfolio managers for each portfolio manager. See Item 21.1. of Form N-2. Please also disclose the structure of, and the method used to determine the compensation of each portfolio manager and each portfolio manager’s ownership of securities of the Fund. See Items 21.2 and 21.3 of Form N-2.
May 6, 2024
Page
Response: The completed information regarding the fund’s portfolio managers is attached hereto as Schedule C. The information regarding the fund’s portfolio managers will also be included in the next pre-effective amendment to the Fund’s Registration Statement.
PART C – OTHER INFORMATION
Item 25. Financial Statements and Exhibits
20. Please confirm to us that the legality opinion of K&L Gates LLP will be consistent with Staff Legal Bulletin 19.
Response: The Fund so confirms.
GENERAL COMMENTS
21. Please tell us if you have presented any test the waters materials to potential investors in connection with this offering. If so, we may have additional comments.
Response: The Fund has not presented any test-the-water materials to potential investors in connection with this offering.
22. Please confirm that FINRA has reviewed the underwriting terms and arrangements of the offering and has no objections. See FINRA rule 5110.
Response: The Fund notes that Fund will qualify as an “interval fund” pursuant to Rule 23c-3 of the Investment Company Act of 1940, as amended. As a result, the Fund will be exempted from the filing requirements and substantive provisions of Rule 5110 pursuant to Rule 5110(h)(2)(B).
23. We note that many portions of your filing are incomplete or to be updated by amendment. We may have additional comments on such portions when you complete them in pre- effective amendments, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendment, such as the Fund’s organizational documents.
Response: The Fund acknowledges the above.
24. If you intend to omit certain information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Sec
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CORRESP 1 filename1.htm John Hancock Multi Asset Credit Fund John Hancock Multi Asset Credit Fund 200 Berkeley Street Boston, MA 02116 May 6, 2024 VIA EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 02549 Attention: Jeffrey A. Foor Re: John Hancock Multi Asset Credit Fund - N-2 File Nos. 811-23937; 333-277684 Dear Mr. Foor: On behalf of the John Hancock Multi Asset Credit Fund (the “Fund”), we submit this letter in response to comments received by letter on April 2, 2024 from the staff (“Staff”) of the Securities and Exchange Commission (the “SEC”) in connection with the pre-effective amendment to the registration statement on Form N-2 for the Fund filed with the SEC on March 6, 2024, accession no. 0001193125-24-059443 (the “Registration Statement”). We believe that the disclosure changes and supplemental responses discussed in this letter are fully responsive to the Staff’s comments, and resolve any matters raised. It is anticipated that the Fund will seek effectiveness of its Registration Statement, as amended, as soon as practicable after the filing of the next pre-effective amendment. For convenience, we have set forth each comment below, followed by the Fund’s response. Unless otherwise stated, capitalized terms have the same meaning as in the registration statement. COVER PAGE 1. On the cover page, please confirm that the fund will remove the brackets around the phrase “[has adopted a fundamental policy]”. Response: This change will be made. 2. Given that the Fund is an interval fund, please revise the cover page to specify the anticipated frequency of such offers; the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the fund’s initial repurchase offer. The Fund should include a cross-reference to those sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks. May 6, 2024 Page 2 Response: The following disclosure shall be added at the end of the first paragraph on the cover page: “Quarterly repurchase offers will occur in the months of March, June, September and December. Notices of each quarterly repurchase offer are sent to shareholders of the Fund (“Shareholders”) of record at least 21 days before the “Repurchase Request Deadline” (i.e., the latest date on which Shareholders can tender their Shares in response to a repurchase offer). This notice may be included with a shareholder report or other fund document. For the avoidance of doubt, Shareholders may withdraw or modify their tenders at any time prior to the Repurchase Request Deadline pursuant to Rule 23c-3(b)(6) under the 1940 Act. In addition, the fund cannot require that a minimum number of Shares be tendered pursuant to Rule 23c-3(b)(1) under the 1940 Act. If you invest in the fund through a financial intermediary, the notice will be provided to you by your financial intermediary. This notice will also be posted on the fund’s website at https://www.jhinvestments.com. The fund determines the NAV applicable to repurchases no later than fourteen (14) days after the Repurchase Request Deadline (or the next business day, if the 14th day is not a business day). The fund expects to distribute payment to Shareholders no later than seven (7) calendar days after such date. For a more complete description of the periodic repurchase offers that the Fund anticipates engaging in, see “PERIODIC REPURCHASE OFFERS” below.” 3. The Fund’s investment objective is to generate “attractive risk-adjusted returns and current income.” Please disclose in plain English what “risk-adjusted” returns means. Response: The Fund has revised the second sentence of the first paragraph of the cover page as follows: “The fund’s investment objective is to seek to generate a return comprised of both current income and capital appreciation, emphasizing current income with low volatility and low correlation to the broader markets provide attractive risk-adjusted returns and current income.” The Fund will make corresponding updates to the appropriate sections of the Registration Statement where similar disclosure appears. May 6, 2024 Page 3 PROSPECTUS Page 4 – Investment Strategies 4. The fourth bullet under “ABS” refers to “esoteric credit”. Please disclose what esoteric credit is in plain English. Response: Regarding plain-English disclosure of what the phrase “esoteric credit” means, the Fund refers to the disclosure under “Investment Strategies,” a part of the “Investment Objective and Principal Investment Strategies” section, which outlines that esoteric credit includes: “securities backed by contracted cashflows of loans or leases on data centers, music royalties, mobile phone plans, spectrum bandwidth rights, solar panels for either residential or commercial use, or other asset types…” Therefore, the Fund respectfully believes that the disclosure informs investors in plain English as is. Page 8 – Other Investment Strategies 5. The last two sentences before the “Co-Investment” header state the Fund may invest through one or more special purpose acquisition vehicles that are wholly-owned subsidiaries. Please disclose that the Fund does not 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: The Fund does not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund. Please also respond to the following comments regarding subsidiaries: a. Please confirm to us that the financial statements of any wholly-owned or substantially-owned subsidiaries will be consolidated with those of the Fund. Response: The Fund so confirms. b. Please confirm to us if any of the Fund’s subsidiaries will charge a management fee. If so, please confirm to us that the management fees (including performance fees) of any subsidiary whose financial statements are consolidated with those of the Fund will be included in the “Advisory Fee” line item of the fee table and any such subsidiary’s expenses will be included in the “Other Expenses” line item of the fee table. Response: The Fund confirms that none of the Fund’s subsidiaries will charge a management fee. c. Please confirm to us that subsidiaries and their boards of directors 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. Response: The Fund so confirms. May 6, 2024 Page 4 d. If any subsidiary is a foreign entity, please confirm to us that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States. Response: The Fund so confirms. Page 9 – Expense Limitation Agreement 6. Please provide completed disclosure regarding the expense limitation agreement in correspondence. Response: This disclosure will be provided. Supplementally, the Fund intends to file the expense limitation agreement relating to the shares in the next pre-effective amendment to the Fund’s Registration Statement. 7. If acquired fund fees and expenses (AFFE), if any, are excluded from the waiver, please disclose. Also, please confirm to the staff that any waived fees are not subject to recoupment. Response: The AFFE will be excluded from the waiver. In addition, the Fund confirms that any waived fees will not be subject to recoupment. Page 11 – Periodic Repurchase Offers 8. Please add disclosure explaining that the fund must allow its investors to withdraw or modify their tenders at any time prior to the repurchase request deadline per Rule 23c-3(b)(6). Response: This change will be made. 9. Please add disclosure that the fund cannot require a minimum number of shares to be tendered per Rule 23c-3(b)(1). Response: This change will be made. 10. Please explain supplementally whether the Fund’s 21-day notice period will be shortened as a result of the exemptive relief that the Fund is currently seeking to receive in order to repurchase monthly. Please revise this disclosure accordingly. Response: The Fund supplementally notes that, at this time, it is not seeking exemptive relief from the SEC that would permit the Fund to make monthly repurchase offers of the Fund’s outstanding Shares at NAV per share. Corresponding changes to reflect this change in strategy will be reflected in the next pre-effective amendment to the Fund’s Registration Statement. May 6, 2024 Page 5 Pages 12-15 – Summary of Risks 11. The disclosure notes that principal risks are presented in alphabetical order. Please order the risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. Please note that after listing the most significant risks to the fund, the remaining risks may be alphabetized. See ADI 2019-08—Improving Principal Risks Disclosure. Response: The Fund respectfully submits that the current order of the principal risks is in compliance with the requirements of Form N-2, which does not require listing the principal risks of investing in a fund in any particular order. The Registrant further notes that the alphabetical ordering convention of its principal risks is consistent across the John Hancock complex. 12. We note there is no limit on credit quality and the fund may invest in below-investment grade securities. Please consider adding a separate risk factor regarding below-investment grade securities. Response: The Fund believes that the risks related to below-investment-grade securities are appropriately described under the heading “Credit and Counterparty Risk”. Therefore, the Fund respectfully declines to make the requested change. 13. On page 15, please provide more specificity around the “Natural Disasters and Adverse Weather Conditions” risk in the fund’s principal strategy and risks sections of the prospectus. Please identify and/or provide more detail about specific regions or areas of the world in which the fund intends to invest that are more prone to major natural disasters. Response: Although the Fund may invest in various regions and areas of the world, the Fund respectfully declines to revise its disclosure, as it believes the disclosure is sufficient. The Fund also notes that it has taken this approach with respect to a number of funds in its complex and that this approach is therefore consistent on a complex-wide basis. Page 21 – Fees and Expenses 14. Please provide a completed fee table and example with correspondence as it is material to the staff’s review. Response: The completed fee table is attached hereto as Schedule A. The completed fee table will also be included in the next pre-effective amendment to the Fund’s Registration Statement. Supplementally, and as noted in Schedule A, the Fund notes that it anticipates offering Class I, Class A and Class U shares. The expense structure for those classes of shares will be reflected in the next pre-effective amendment to the Fund’s Registration Statement. May 6, 2024 Page 6 Page 32 – Distribution Risk 15. The prospectus states, “Distributions in any year may include a substantial return of capital component.” Many investors may not fully understand a return of capital. Please clarify in the prospectus that: Shareholders who periodically receive the payment of a dividend or other distribution consisting of a return of capital may be under the impression that they are receiving net profits when they are not. Shareholders should not assume that the source of a distribution from the fund is net profit. Response: This change will be made. a. In addition, please inform us whether the Fund intends to report a distribution rate. If the Fund intends to report a distribution rate at any point prior to finalizing its tax figures, the Fund should disclose the estimated portion of the distribution rate that results from return of capital. In addition, reports containing distribution yields should be accompanied by the total return and/or SEC yield. Response: The Fund does not intend to report a distribution rate. Page 33 – Economic and Market Events Risk 16. Please explain why the Fund includes specific risk disclosure with respect to Russia. We note that the Fund does not reference Russia in its strategy disclosure and does not include specific disclosure regarding other countries. Response: The Fund notes that this is a standard risk disclosure and has been adopted across the John Hancock complex to reflect how recent international developments could have a detrimental impact on a fund’s performance. STATEMENT OF ADDITIONAL INFORMATION Page 28 – Compensation Table 17. Please provide a completed compensation table with correspondence. Response: The completed compensation table is attached hereto as Schedule B. This will also be included in the next pre-effective amendment to the Fund’s Registration Statement. Page 29 – Investment Advisory and Other Services 18. Please revise the language in the sixth paragraph to be consistent with the language regarding the expense limitation found in the Prospectus Summary. Specifically, please revise the language about the timing of the advisor’s ability to implement the expense limitation. Response: This change will be made. Page 31-33 – Portfolio Managers 19. Please provide completed information regarding the fund’s portfolio managers in correspondence including compensation information. This disclosure should include information about vehicles and accounts managed by the portfolio managers for each portfolio manager. See Item 21.1. of Form N-2. Please also disclose the structure of, and the method used to determine the compensation of each portfolio manager and each portfolio manager’s ownership of securities of the Fund. See Items 21.2 and 21.3 of Form N-2. May 6, 2024 Page 7 Response: The completed information regarding the fund’s portfolio managers is attached hereto as Schedule C. The information regarding the fund’s portfolio managers will also be included in the next pre-effective amendment to the Fund’s Registration Statement. PART C – OTHER INFORMATION Item 25. Financial Statements and Exhibits 20. Please confirm to us that the legality opinion of K&L Gates LLP will be consistent with Staff Legal Bulletin 19. Response: The Fund so confirms. GENERAL COMMENTS 21. Please tell us if you have presented any test the waters materials to potential investors in connection with this offering. If so, we may have additional comments. Response: The Fund has not presented any test-the-water materials to potential investors in connection with this offering. 22. Please confirm that FINRA has reviewed the underwriting terms and arrangements of the offering and has no objections. See FINRA rule 5110. Response: The Fund notes that Fund will qualify as an “interval fund” pursuant to Rule 23c-3 of the Investment Company Act of 1940, as amended. As a result, the Fund will be exempted from the filing requirements and substantive provisions of Rule 5110 pursuant to Rule 5110(h)(2)(B). 23. We note that many portions of your filing are incomplete or to be updated by amendment. We may have additional comments on such portions when you complete them in pre- effective amendments, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendment, such as the Fund’s organizational documents. Response: The Fund acknowledges the above. 24. If you intend to omit certain information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Sec