Correspondence 0001213900-24-071098 from Privacore PCAAM Alternative Growth Fund (CIK 0002017577)
Privacore PCAAM Alternative Growth Fund (CIK 0002017577)
Date: Aug. 20, 2024 · CIK: 0002017577 · Accession: 0001213900-24-071098
AI Filing Summary & Sentiment
File numbers found in text: 811-23960
Letter
Via EDGAR Transmission Securities and Exchange Commission Attention: Anu Dubey Re: Privacore PCAAM Alternative Growth Fund (the “Fund”) Initial Registration Statement on Form N-2 File No. 811-23960
Dear Ms. Dubey,
The following responds to the comments provided via email on May 22, 2024, in connection with the Securities and Exchange Commission (“SEC”) Staff’s review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), on April 25, 2024. The changes to the Fund’s disclosure discussed below are reflected in Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).
For your convenience, we have repeated each comment below, and the Fund’s responses follow the Staff’s comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated. The Fund confirms that the responses to the Staff’s comments provided in one section will be similarly applied in other parallel sections, except as noted by the Fund.
PROSPECTUS
Cover Page
1. Comment: Please tell us what “PCAAM” in the Fund’s name stands for.
Response: The term “PCAAM” in the Fund’s name is an acronym for Partners Capital Alternative Asset Management.
2. Comment: The fifth sentence of the first paragraph states that the Adviser intends to register as an investment adviser with the SEC. As an adviser to a registered investment company, the Adviser must be registered with the SEC. If accurate, please revise the disclosure to so indicate; otherwise, we will have more comments. Also, please tell us whether the Adviser has applied for registration as an investment adviser with the SEC and the status of the application. See Section 203A(a)(1)(B) of the Investment Advisers Act of 1940.
Response: The Adviser is registered as an investment adviser with the SEC under the Advisers Act. Accordingly, the Fund has revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“Each of the The Adviser intends to register and the Sub-Adviser is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (“Advisers Act”).”
3. Comment: The first sentence of the second paragraph states that the Fund’s investment objectives are to seek to achieve capital appreciation over the medium to long-term and offer a consolidated, diversified investment solution to investors seeking to allocate a portion of their portfolios to private market investments aimed at achieving capital appreciation. Please divide this sentence into two parts as “to seek to achieve capital appreciation over the medium to long-term” appears to be the Fund’s sole investment objective. Staff does not view offering “a consolidated, diversified investment solution to investors seeking to allocate a portion of their portfolios” to certain types of investments aimed at achieving the Fund’s objective to be an investment objective.
Response: The Fund has replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“The Fund’s investment objective is to achieve capital appreciation over the medium to long-term. The Fund seeks to offer a consolidated, diversified investment solution to investors seeking to allocate a portion of their portfolios to private markets investments aimed at achieving capital appreciation.”
4. Comment: The second sentence of the second paragraph states that the Fund’s investments “are expected to include” various types of investments. Please replace “are expected to include” with “will include” or “include”. See Item 8.2 of Form N-2 (which requires disclosure of the investment objectives and policies of the Fund that “will constitute its principal portfolio emphasis” [emphasis added]).
Response: The Fund has revised the phrase “are expected to include” to “include” in the above-referenced paragraph in the Revised Registration Statement.
5. Comment: The third sentence of the fourth paragraph states that the Fund intends to apply to the SEC for an exemptive order that would permit the Fund to offer more than one class of Shares. Please disclose here that there is no assurance that the SEC will grant such exemptive order.
Response: The Fund has added the following disclosure to the above-referenced paragraph in the Revised Registration Statement:
“There is no assurance that the SEC will grant such exemptive order.”
6. Comment: The cover page identifies six risks in bullet point format. Please disclose each bulleted risk in bold font to make the disclosure more prominent.
Response: The Fund has made the requested change in the Revised Registration Statement.
7. Comment: The second to last sentence will identify the Fund’s principal underwriter. If the Placement Agent is the same as the Fund’s principal underwriter, please use a single term to identify such party.
Response: The Fund has revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“THE FUND’S PRINCIPAL UNDERWRITER PLACEMENT AGENT IS JANUS HENDERSON DISTRIBUTORS US LLC.”
In addition, the Fund has indicated in the Revised Registration Statement that the Placement Agent is the principal underwriter of the Fund’s shares.
Fund Summary — The Fund and the Shares (page 1)
8. Comment: The fourth sentence of the fourth paragraph of this section states that the Fund intends to apply for “and expects to receive” an exemptive order from the SEC with respect to the Fund’s multi-class structure. Inasmuch as there is no assurance that the Fund will obtain the exemptive order, please consider deleting “and expects to receive”.
Response: The Fund has made the suggested change in the Revised Registration Statement.
Fund Summary — The Offering (pages 5)
9. Comment: The second sentence of this section states that the Fund, in its sole discretion, may accept investments below the minimums identified in the previous sentence. Please revise this sentence to limit the Fund’s ability to accept investments below the identified minimums. Please note that staff does not object to waiver of a $25,000 minimum investment requirement as to employees, officers or trustees of a fund, its adviser, or their affiliates and their immediate family members and/or based on consideration of the investor’s overall relationship with the adviser or selling agent, including consideration of the aggregate value of all accounts of clients of a selling agent investing in a fund for purposes of satisfying the minimum investment requirement.
Response: The Fund has replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“However, the Fund reserves the right, in its sole discretion, to waive the minimum initial investment amounts for investments by current or retired officers and trustees of the Fund and other funds managed by the Adviser, as well as their family members; current or retired officers, directors and employees of the Adviser and certain participating affiliated companies of the Adviser; the immediate family members of any such officer, trustee or employee (including parents, spouses, children, fathers/mothers-in-law, daughters/sons-in-law, and domestic partners); and a trust or plan established primarily for the benefit of any of the foregoing persons. In addition, the minimum initial investment amounts may be reduced in the discretion of the Adviser based on consideration of various factors, including the investor’s overall relationship with the Adviser, the investor’s holdings in other funds affiliated with the Adviser, and such other matters as the Adviser may consider relevant at the time. The Fund, in the sole discretion of the Adviser, may also aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts.”
Fund Summary — Repurchases of Shares (page 5 – 6)
10. Comment: The last sentence of the fifth paragraph of this section states that the Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the required capital balance is maintained. Please revise this sentence to be consistent with the requirements set forth in Rule 13e-4(f)(3)(i) under the Securities Exchange Act of 1934 (“Exchange Act”), which circumscribes an issuer’s ability to take up shares other than on a pro rata basis when a greater number of shares is tendered than the issuer is willing to take up. Please also revise similar sentences on page 59 (last sentence of fourth paragraph under “Repurchases of Shares”) and on page 62 (last sentence of third full paragraph on page 62) in this manner.
Response: The Fund has revised the above-referenced paragraph as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“A Shareholder who tenders some but not all of its Shares for repurchase will be required to maintain a minimum account balance of $10,000 worth of Shares. Such minimum ownership requirement may be waived by the Board, in its sole discretion, subject to applicable federal securities laws. The Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the required capital balance is maintained. If a Shareholder tenders a portion of his or her Shares and the repurchase of that portion would cause the Shareholder’s account balance to fall below the required minimum account balance of $10,000, the Fund reserves the right to repurchase all of such Shareholder’s outstanding Shares.”
The Fund confirms that consistent changes have been made to other applicable disclosures in the Revised Registration Statement.
11. Comment: The last sentence of the sixth paragraph of this section states that the Fund may waive an early repurchase fee when the Board determines that doing so is in the best interests of the Fund. The second sentence in footnote 2 on page 8 states the same disclosure but adds “and in a manner as will not discriminate unfairly against any Shareholder.” Please reconcile this disclosure. Please also disclose that such waivers will be applied uniformly to all Shareholders.
Response: The Fund has replaced the above-referenced disclosure consistently with the following disclosure in the Revised Registration Statement:
“An early repurchase fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any Shareholder. Such waivers will be applied uniformly to all Shareholders.”
Summary of Fund Expenses (pages 8 – 10)
12. Comment: The third sentence of footnote 6 states that, historically, a substantial majority of the Co- investments made by the Sub-Adviser and its affiliates on behalf of clients have been made without any acquired fees. Please consider deleting, or moving elsewhere, this sentence as it describes characteristics of investments made in the past and other than for the Fund.
Response: The Fund confirms that the above-referenced sentence has been deleted in the Revised Registration Statement.
13. Comment: Please confirm to us if the Fund plans to engage in any borrowing and, if so, please include interest expense in the fee table as required by General Instruction 8 to Item 3 of Form N-2.
Response: The Fund supplementally confirms that it does not have plans to engage in any borrowings at this time, but it may utilize leverage in the future. The Fund has added a line of “Interest Payments on Borrowed Funds” in the fee table showing 0.00% interest expenses, with a footnote noting that the Fund does not anticipate engaging in any borrowings for the current fiscal year.
Investment Objectives and Strategies — Investment Objectives — Types of Investment Structures (pages 11 – 12)
14. Comment: The last sentence of this section refers to a “J-curve”. Please disclose what a J-curve is.
Response: The Fund has revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined):
“Capital committed to a Co-Investment is typically invested immediately, mitigating a “J-Curve” (which is the tendency to deliver negative returns and cash flows in the early portion a Portfolio Fund’s lifecycle (due to the Portfolio Fund’s investment-related expenses and fees), with the trend reversing in the later portion of the Portfolio Fund’s lifecycle as its investments mature and are sold), and creating a more predictable cash flow dynamic, but may also involve a commitment to fund additional capital under certain circumstances.”
Investment Objectives and Strategies — Investment Objectives — Target Asset Classes Overview (pages 12 – 13)
15. Comment: Under “Growth Equity”, the last sentence states that many such companies are often “beyond basic technology or business plan risk.” Please clarify this disclosure to explain what it means for companies to be beyond such risks.
Response: The Fund has replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“Many such companies are often in a high growth phase and have established basic technology framework and business plans.”
16. Comment: Under “Private Debt”, the fourth sentence refers to “turnarounds” and “special situations”. Please disclose what turnarounds and special situations are.
Response: The Fund has added the following disclosure immediately after the above-referenced sentence in the Revised Registration Statement:
“Turnarounds refer to opportunities to invest in companies that would benefit from a significant set of operational improvements. Often, the debt or equity of the company is trading or otherwise available at a level significantly below the expected value of the assets if the company were to undertake such improvements, and such initiatives are implemented by taking majority control of the debt or equity. Companies that are in special situations may be undergoing bankruptcy, liquidation proceedings, recapitalization, or other reorganization as a result of financial or business stress or distress.”
Investment Objectives and Strategies — Investment Strategies (pages 13 – 16)
17. Comment: On page 13, the last sentence refers to “vintage year”. Please disclose what vintage year means.
Response: The Fund has added the following disclosure immediately after the above-referenced sentence in the Revised Registration Statement:
““Vintage year” refers to the year in which a private equity investment is made. For fund investments, it is typically the year in which a private equity fund makes its first investment. For example, a fund that held its final closing in December 2023, after an 18-month fundraising period, and makes its first investment in January 2024 would be deemed to have a vintage year of 2024.”
Investment Objectives and Strategies — Investment Strategies — Investment Selection (page 14)
18. Comment: The first sentence of the second paragraph of this section states that the Sub-Adviser seeks to invest the Fund’s capital in the highest quality investments available. Please disclose what “highest quality” means.
Response: The Fund has added the following disclosure in the Revised Registration Statement:
“Generally speaking, quality refers to the asset itself and the sponsor of the asse
Show Raw Text
CORRESP
1
filename1.htm
Faegre Drinker Biddle & Reath LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606
www.faegredrinker.com
August 20, 2024
Via EDGAR Transmission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Anu Dubey
Re: Privacore PCAAM Alternative Growth Fund (the “Fund”)
Initial Registration Statement on Form
N-2
File No. 811-23960
Dear Ms. Dubey,
The following responds to
the comments provided via email on May 22, 2024, in connection with the Securities and Exchange Commission (“SEC”) Staff’s
review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company
Act of 1940, as amended (the “1940 Act”), on April 25, 2024. The changes to the Fund’s disclosure discussed below are
reflected in Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).
For your convenience, we have
repeated each comment below, and the Fund’s responses follow the Staff’s comments. Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated. The
Fund confirms that the responses to the Staff’s comments provided in one section will be similarly applied in other parallel sections,
except as noted by the Fund.
PROSPECTUS
Cover Page
1. Comment: Please tell us what “PCAAM” in the Fund’s name stands for.
Response:
The term “PCAAM” in the Fund’s name is an acronym for Partners Capital Alternative Asset Management.
2. Comment: The fifth sentence of the first paragraph states that the Adviser intends to register
as an investment adviser with the SEC. As an adviser to a registered investment company, the Adviser must be registered with the SEC.
If accurate, please revise the disclosure to so indicate; otherwise, we will have more comments. Also, please tell us whether the Adviser
has applied for registration as an investment adviser with the SEC and the status of the application. See Section 203A(a)(1)(B)
of the Investment Advisers Act of 1940.
Response: The Adviser
is registered as an investment adviser with the SEC under the Advisers Act. Accordingly, the Fund has revised the above-referenced sentence
as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“Each of the The
Adviser intends to register and the Sub-Adviser is registered as an investment adviser with the Securities
and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (“Advisers Act”).”
3. Comment: The first sentence of the second paragraph states that the Fund’s investment
objectives are to seek to achieve capital appreciation over the medium to long-term and offer a consolidated, diversified investment solution
to investors seeking to allocate a portion of their portfolios to private market investments aimed at achieving capital appreciation.
Please divide this sentence into two parts as “to seek to achieve capital appreciation over the medium to long-term” appears
to be the Fund’s sole investment objective. Staff does not view offering “a consolidated, diversified investment solution
to investors seeking to allocate a portion of their portfolios” to certain types of investments aimed at achieving the Fund’s
objective to be an investment objective.
Response: The Fund has
replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“The Fund’s investment objective
is to achieve capital appreciation over the medium to long-term. The Fund seeks to offer a consolidated, diversified investment solution
to investors seeking to allocate a portion of their portfolios to private markets investments aimed at achieving capital appreciation.”
4. Comment: The second sentence of the second paragraph states that the Fund’s investments
“are expected to include” various types of investments. Please replace “are expected to include” with “will
include” or “include”. See Item 8.2 of Form N-2 (which requires disclosure of the investment objectives and policies
of the Fund that “will constitute its principal portfolio emphasis” [emphasis added]).
Response: The Fund has
revised the phrase “are expected to include” to “include” in the above-referenced paragraph in the Revised Registration
Statement.
5. Comment: The third sentence of the fourth paragraph states that the Fund intends to apply
to the SEC for an exemptive order that would permit the Fund to offer more than one class of Shares. Please disclose here that there is
no assurance that the SEC will grant such exemptive order.
Response: The Fund has
added the following disclosure to the above-referenced paragraph in the Revised Registration Statement:
“There is no assurance that the
SEC will grant such exemptive order.”
2
6. Comment: The cover page identifies six risks in bullet point format. Please disclose each
bulleted risk in bold font to make the disclosure more prominent.
Response: The Fund has
made the requested change in the Revised Registration Statement.
7. Comment: The second to last sentence will identify the Fund’s principal underwriter.
If the Placement Agent is the same as the Fund’s principal underwriter, please use a single term to identify such party.
Response:
The Fund has revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined; deleted text
struck through):
“THE
FUND’S PRINCIPAL UNDERWRITER PLACEMENT AGENT IS JANUS HENDERSON DISTRIBUTORS US LLC.”
In
addition, the Fund has indicated in the Revised Registration Statement that the Placement Agent is the principal underwriter of the
Fund’s shares.
Fund Summary —
The Fund and the Shares (page 1)
8. Comment: The fourth sentence of the fourth paragraph of this section states that the Fund
intends to apply for “and expects to receive” an exemptive order from the SEC with respect to the Fund’s multi-class
structure. Inasmuch as there is no assurance that the Fund will obtain the exemptive order, please consider deleting “and expects
to receive”.
Response: The Fund
has made the suggested change in the Revised Registration Statement.
Fund Summary —
The Offering (pages 5)
9. Comment: The second sentence of this section states that the Fund, in its sole discretion,
may accept investments below the minimums identified in the previous sentence. Please revise this sentence to limit the Fund’s ability
to accept investments below the identified minimums. Please note that staff does not object to waiver of a $25,000 minimum investment
requirement as to employees, officers or trustees of a fund, its adviser, or their affiliates and their immediate family members and/or
based on consideration of the investor’s overall relationship with the adviser or selling agent, including consideration of the
aggregate value of all accounts of clients of a selling agent investing in a fund for purposes of satisfying the minimum investment requirement.
Response: The Fund has
replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“However, the Fund reserves the
right, in its sole discretion, to waive the minimum initial investment amounts for investments by current or retired officers and trustees
of the Fund and other funds managed by the Adviser, as well as their family members; current or retired officers, directors and employees
of the Adviser and certain participating affiliated companies of the Adviser; the immediate family members of any such officer, trustee
or employee (including parents, spouses, children, fathers/mothers-in-law, daughters/sons-in-law, and domestic partners); and a trust
or plan established primarily for the benefit of any of the foregoing persons. In addition, the minimum initial investment amounts may
be reduced in the discretion of the Adviser based on consideration of various factors, including the investor’s overall relationship
with the Adviser, the investor’s holdings in other funds affiliated with the Adviser, and such other matters as the Adviser may
consider relevant at the time. The Fund, in the sole discretion of the Adviser, may also aggregate the accounts of clients of registered
investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum
investment amounts.”
3
Fund Summary —
Repurchases of Shares (page 5 – 6)
10. Comment: The last sentence of the fifth paragraph of this section states that the Fund reserves
the right to reduce the amount to be repurchased from a Shareholder so that the required capital balance is maintained. Please revise
this sentence to be consistent with the requirements set forth in Rule 13e-4(f)(3)(i) under the Securities Exchange Act of 1934 (“Exchange
Act”), which circumscribes an issuer’s ability to take up shares other than on a pro rata basis when a greater number of shares
is tendered than the issuer is willing to take up. Please also revise similar sentences on page 59 (last sentence of fourth paragraph
under “Repurchases of Shares”) and on page 62 (last sentence of third full paragraph on page 62) in this manner.
Response: The Fund has
revised the above-referenced paragraph as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“A Shareholder who tenders some
but not all of its Shares for repurchase will be required to maintain a minimum account balance of $10,000 worth of Shares. Such minimum
ownership requirement may be waived by the Board, in its sole discretion, subject to applicable federal securities laws. The
Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the required capital balance is maintained.
If a Shareholder tenders a portion of his or her Shares and the repurchase of that portion would cause the Shareholder’s account
balance to fall below the required minimum account balance of $10,000, the Fund reserves the right to repurchase all of such Shareholder’s
outstanding Shares.”
The Fund confirms that consistent changes
have been made to other applicable disclosures in the Revised Registration Statement.
11. Comment: The last sentence of the sixth paragraph of this section states that the Fund may
waive an early repurchase fee when the Board determines that doing so is in the best interests of the Fund. The second sentence in footnote
2 on page 8 states the same disclosure but adds “and in a manner as will not discriminate unfairly against any Shareholder.”
Please reconcile this disclosure. Please also disclose that such waivers will be applied uniformly to all Shareholders.
Response: The Fund has
replaced the above-referenced disclosure consistently with the following disclosure in the Revised Registration Statement:
“An early repurchase fee
payable by a Shareholder may be waived by the Fund, in circumstances where the Board determines that doing so is in the best
interests of the Fund and in a manner as will not discriminate unfairly against any Shareholder. Such waivers will be applied
uniformly to all Shareholders.”
4
Summary of Fund Expenses (pages 8 – 10)
12. Comment: The third sentence of footnote 6 states that, historically, a substantial majority
of the Co- investments made by the Sub-Adviser and its affiliates on behalf of clients have been made without any acquired fees. Please
consider deleting, or moving elsewhere, this sentence as it describes characteristics of investments made in the past and other than for
the Fund.
Response: The Fund confirms
that the above-referenced sentence has been deleted in the Revised Registration Statement.
13. Comment: Please confirm to us if the Fund plans to engage in any borrowing and, if so, please
include interest expense in the fee table as required by General Instruction 8 to Item 3 of Form N-2.
Response: The Fund supplementally
confirms that it does not have plans to engage in any borrowings at this time, but it may utilize leverage in the future. The Fund has
added a line of “Interest Payments on Borrowed Funds” in the fee table showing 0.00% interest expenses, with a footnote noting
that the Fund does not anticipate engaging in any borrowings for the current fiscal year.
Investment Objectives and Strategies —
Investment Objectives — Types of Investment Structures (pages 11 – 12)
14. Comment: The last sentence of this section refers to a “J-curve”. Please disclose
what a J-curve is.
Response: The Fund has
revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined):
“Capital committed to a Co-Investment
is typically invested immediately, mitigating a “J-Curve” (which is the tendency to deliver negative returns and cash flows
in the early portion a Portfolio Fund’s lifecycle (due to the Portfolio Fund’s investment-related expenses and fees), with
the trend reversing in the later portion of the Portfolio Fund’s lifecycle as its investments mature and are sold), and creating
a more predictable cash flow dynamic, but may also involve a commitment to fund additional capital under certain circumstances.”
Investment Objectives and Strategies —
Investment Objectives — Target Asset Classes Overview (pages 12 – 13)
15. Comment: Under “Growth Equity”, the last sentence states that many such companies
are often “beyond basic technology or business plan risk.” Please clarify this disclosure to explain what it means for companies
to be beyond such risks.
Response: The Fund has
replaced the above-referenced sentence with the following disclosure in the Revised Registration Statement:
“Many such companies are often
in a high growth phase and have established basic technology framework and business plans.”
16. Comment: Under “Private Debt”, the fourth sentence refers
to “turnarounds” and “special situations”. Please disclose what turnarounds and special situations are.
Response: The Fund has
added the following disclosure immediately after the above-referenced sentence in the Revised Registration Statement:
“Turnarounds refer to opportunities
to invest in companies that would benefit from a significant set of operational improvements. Often, the debt or equity of the company
is trading or otherwise available at a level significantly below the expected value of the assets if the company were to undertake such
improvements, and such initiatives are implemented by taking majority control of the debt or equity. Companies that are in special situations
may be undergoing bankruptcy, liquidation proceedings, recapitalization, or other reorganization as a result of financial or business
stress or distress.”
5
Investment Objectives and Strategies
— Investment Strategies (pages 13 – 16)
17. Comment: On page 13, the last sentence refers to “vintage year”. Please disclose
what vintage year means.
Response: The Fund has
added the following disclosure immediately after the above-referenced sentence in the Revised Registration Statement:
““Vintage year” refers
to the year in which a private equity investment is made. For fund investments, it is typically the year in which a private equity fund
makes its first investment. For example, a fund that held its final closing in December 2023, after an 18-month fundraising period, and
makes its first investment in January 2024 would be deemed to have a vintage year of 2024.”
Investment Objectives and Strategies —
Investment Strategies — Investment Selection (page 14)
18. Comment: The first sentence of the second paragraph of this section states that the Sub-Adviser
seeks to invest the Fund’s capital in the highest quality investments available. Please disclose what “highest quality”
means.
Response: The Fund
has added the following disclosure in the Revised Registration Statement:
“Generally speaking, quality
refers to the asset itself and the sponsor of the asse