Correspondence 0001213900-25-040962 from Privacore PCAAM Alternative Growth Fund (CIK 0002017577)
Privacore PCAAM Alternative Growth Fund (CIK 0002017577)
Date: May 8, 2025 · CIK: 0002017577 · Accession: 0001213900-25-040962
AI Filing Summary & Sentiment
File numbers found in text: 333-285134, 811-23960
Letter
Securities and Exchange Commission Washington, D.C. 20549 Attention: Anu Dubey Re: Privacore PCAAM Alternative Growth Fund (the “Fund”) File Nos. 811-23960; 333-285134
Dear Ms. Dubey,
The following responds to the Staff’s disclosure comments provided via telephone on May 1, 2025 and May 7, 2025 in connection with your review of the registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company Act of 1940, as amended (“1940 Act”), and the Securities Act of 1933, as amended (“Securities Act”), on February 21, 2025.
The Fund will make the changes to its disclosure discussed below in a pre-effective amendment to the Fund’s Registration Statement (the “Amended 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 have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
1. Comment: The prospectus refers to one or more “closed-end private funds.” Please delete the term “closed-end” appearing before “private fund” or explain why it is necessary to include.
Response: The requested change has been made in the Amended Registration Statement.
2. Comment: In the discussion of Repurchase Procedures, add the following two sentences at the end of the paragraph that begins “In accordance with the terms and conditions of the Declaration of Trust:”
These circumstances may include, for example, where due to the death of a shareholder, Shares have transferred by operation of law to a transferee who does not satisfy the Fund’s investor eligibility requirements. Any such mandatory repurchase of the Shares will be effected in accordance with Section 23(c) of the 1940 Act and the conditions thereunder.
Response: The requested change has been made in the Amended Registration Statement.
3. Comment: Please identify the chief accounting officer or comptroller. See Section 6(a) of Securities Act.
Response: The Amended Registration Statement will indicate that the principal financial officer of the Fund is also the chief accounting officer of the Fund.
4. Comment: With respect to Staff comment 21 in the response letter filed on April 30, 2025, the Fund confirmed that FINRA will review the distribution terms of this offering, and it has received no objection letter prior from FINRA. Please confirm that FINRA has reviewed the distribution terms of the offering and provided a no objection letter to Fund.
Response: The Fund has reconsidered its response to comment 21. Pursuant to FINRA Rule 5110(h)(2)(L), the Fund is exempt from the requirement to file its public offering documents and information for review with FINRA. Rule 5110(h)(2)(L) exempts offerings of securities by a “closed-end” investment company as defined in Section 5(a)(2) of the Investment Company Act that is operated as a tender offer fund, provided that the fund:
i. makes continuous offerings pursuant to Securities Act Rule 415;
ii. prices its securities at least quarterly;
iii. limits the total amount of compensation paid to participating members to the amount permitted by the sales charge limitations of Rule 2341, in which case the underwriting compensation provisions of Rule 5110 will not apply;
iv. makes at least two repurchase offers per calendar year for its securities pursuant to SEA Rule 13e-4 and Schedule TO under the Exchange Act; and
v. does not list its securities on a national securities exchange.
The Fund’s proposed public offering meets the conditions of the Rule 5110(h)(2)(L) exemption.
* * * *
We trust that the foregoing is responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (202) 230-5218.
Sincerely,
/s/ Gwendolyn A. Williamson
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Faegre Drinker Biddle & Reath LLP
1500 K Street, N.W., Ste. 1100
Washington, DC 20005, USA
www.faegredrinker.com
May 8, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Anu Dubey
Re:
Privacore PCAAM Alternative Growth Fund (the “Fund”)
File Nos. 811-23960; 333-285134
Dear Ms. Dubey,
The following responds to
the Staff’s disclosure comments provided via telephone on May 1, 2025 and May 7, 2025 in connection with your review of the registration
statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company Act of 1940, as amended
(“1940 Act”), and the Securities Act of 1933, as amended (“Securities Act”), on February 21, 2025.
The Fund will make the changes
to its disclosure discussed below in a pre-effective amendment to the Fund’s Registration Statement (the “Amended 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 have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.
1. Comment: The prospectus refers to one or more “closed-end private
funds.” Please delete the term “closed-end” appearing before “private fund” or explain why it is necessary
to include.
Response: The requested
change has been made in the Amended Registration Statement.
2. Comment: In the discussion of Repurchase Procedures, add the following two sentences at
the end of the paragraph that begins “In accordance with the terms and conditions of the Declaration of Trust:”
These circumstances may include, for
example, where due to the death of a shareholder, Shares have transferred by operation of law to a transferee who does not satisfy the
Fund’s investor eligibility requirements. Any such mandatory repurchase of the Shares will be effected in accordance with Section
23(c) of the 1940 Act and the conditions thereunder.
Response: The requested
change has been made in the Amended Registration Statement.
3. Comment: Please identify the chief accounting officer or comptroller.
See Section 6(a) of Securities Act.
Response: The Amended
Registration Statement will indicate that the principal financial officer of the Fund is also the chief accounting officer of the Fund.
4. Comment: With respect to Staff comment 21 in the response letter filed on April 30, 2025,
the Fund confirmed that FINRA will review the distribution terms of this offering, and it has received no objection letter prior from
FINRA. Please confirm that FINRA has reviewed the distribution terms of the offering and provided a no objection letter to Fund.
Response:
The Fund has reconsidered its response to comment 21. Pursuant to FINRA Rule 5110(h)(2)(L), the Fund is exempt from the requirement
to file its public offering documents and information for review with FINRA. Rule 5110(h)(2)(L) exempts offerings of securities by a “closed-end”
investment company as defined in Section 5(a)(2) of the Investment Company Act that is operated as a tender offer fund, provided that
the fund:
i. makes continuous offerings pursuant to Securities Act Rule 415;
ii. prices its securities at least quarterly;
iii. limits the total amount of compensation paid to participating
members to the amount permitted by the sales charge limitations of Rule 2341, in which case the underwriting compensation
provisions of Rule 5110 will not apply;
iv. makes at least two repurchase offers per calendar year for its
securities pursuant to SEA Rule 13e-4 and Schedule TO under the Exchange Act; and
v. does not list its securities on a national securities exchange.
The Fund’s proposed public offering
meets the conditions of the Rule 5110(h)(2)(L) exemption.
* * * *
We trust that the foregoing
is responsive to your comments. Questions and further comments concerning this filing may be directed to the undersigned at (202) 230-5218.
Sincerely,
/s/ Gwendolyn A. Williamson
Gwendolyn A. Williamson