Correspondence 0001213900-24-085317 from Privacore PCAAM Alternative Income Fund (CIK 0002017579)
Privacore PCAAM Alternative Income Fund (CIK 0002017579)
Date: Oct. 4, 2024 · CIK: 0002017579 · Accession: 0001213900-24-085317
AI Filing Summary & Sentiment
File numbers found in text: 811-23961
Letter
Via EDGAR Transmission Securities and Exchange Commission Attention: Anu Dubey Re: Privacore PCAAM Alternative Income Fund (the “Fund”) Initial Registration Statement on Form N-2 File No. 811-23961
Dear Ms. Dubey,
The following responds to the comments provided via email on May 23, 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. Partners Capital Alternative Asset Management describes the brand under which Partners Capital Investment Group, LLP, the Fund’s Sub-Adviser, makes available certain alternative investment products and services to certain types of clients and other investors.
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 high current income and modest capital appreciation. If accurate, please revise this sentence to insert “primary” before “investment objectives”, given that the next sentence identifies the Fund’s secondary objective.
Response: The Fund has revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined):
“The Fund’s primary investment objectives are to seek to achieve high current income and modest capital appreciation.”
4. Comment: The third sentence of the second paragraph refers to “receivables factoring”. Please disclose what receivables factoring is.
Response: The Fund has added the following disclosure to the above-referenced paragraph in the Revised Registration Statement:
“In receivables factoring, companies sell their accounts receivable (unpaid invoices) at a discount to a third-party manager (a “Factor”) for cash. The Factor may create a fund of such transactions in which investors may participate. The Factor assumes responsibility for collecting payment from the customers, seeking to generate a payment greater than the negotiated purchase price and a return for investors.”
5. Comment: The fourth sentence of the second paragraph states that the Fund is expected to have at least 80% of its assets invested in lending strategies that are expected to generate income. Please revise this 80% investment policy to specifically enumerate the types of investments (as opposed to strategies) in which the Fund will invest at least 80% of its assets. Also, please replace “is expected to have” with “will have”. 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 above-referenced disclosure as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“Under normal market conditions, the Fund is expected to will have at least 80% of its assets (plus any borrowings for investment purposes) invested in lending strategies investments or loans that are expected to generate income (“Lending Investments”) (the “80% Policy”). For the purpose of the 80% Policy, Lending Investments are investments that the Sub-Adviser believes are likely to generate an interest payment, pay dividends or have other forms of distributions that generally accrue value over time, or securities that provide the Fund with exposure to such investments. The Fund’s Lending Investments may include, but are not limited to corporate loans, real estate loans, loans backed by other hard assets or receivables, securitizations, preferred securities, and royalties.”
6. Comment: The fourth sentence of the second paragraph defines Portfolio Funds as general or limited partnerships, funds, corporations, trusts or other investment vehicles. If accurate, please disclose that the Portfolio Funds are private funds that are not registered under the Investment Company Act of 1940 (“1940 Act”).
Response: The Fund supplementally confirms that “Portfolio Funds,” as used in the Registration Statement, refers to both investment companies registered under the 1940 Act and private funds that are not registered under the 1940 Act. The Fund has added the following disclosure to the above-referenced paragraph in the Revised Registration Statement:
“The Fund may invest in Portfolio Funds that are registered under the Investment Company Act, including mutual funds, exchange-traded funds (“ETFs”), registered closed-end funds and business development companies (“BDCs”), as well as private fund that are not registered under the Investment Company Act.”
7. 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.”
8. 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.
9. 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)
10. 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 — Investment Objectives and Strategies (pages 1-3)
11. Comment: On page 2, the second to last bullet point identifies royalties as a Fund investment. Please confirm to us if the Fund’s investments in royalties will consist entirely of securitized interests or asset-backed securities backed by royalties or if the Fund will invest in royalties directly.
Response: The Fund’s investments in royalties are expected to predominantly take the form of securitized interests of asset-backed securities backed by royalties. In addition, it is possible that the Fund will also invest in strategies that invest in royalties directly. The Fund’s investments in royalties are likely to be focused around intellectual property relating to the healthcare and music industries.
Fund Summary — The Offering (pages 5-6)
12. 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 6)
13. Comment: The last sentence of the second 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 23c-3(b)(5)(i) under the 1940 Act, which circumscribes an interval fund’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 a similar sentence on page 66 (second to last sentence on page 66) 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 $[5,000] 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 $[5,000], 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.
14. Comment: The last sentence of the third 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.
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)
15. 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.
16. 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 for “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 — Strategy Selection — Types of Investment Structures (pages 11-13)
17. Comment: On page 12, under “Specialist Corporate Lending”, there are references to the software, technology, healthcare and life sciences sectors. If investing in these sectors is a principal strategy of the Fund, please disclose corresponding risk factors for each of these sectors.
Response: The Fund has revised the above-referenced disclosure as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“Directly originated by non-bank entities, senior or subordinate loans (or structured equity) to companies in niche sectors or less easily underwritten sectors such as Software Inform
Show Raw Text
CORRESP
1
filename1.htm
Faegre Drinker Biddle & Reath LLP
1500 K Street NW, Suite 1100
Washington, DC 20005
www.faegredrinker.com
October 4,
2024
Via EDGAR Transmission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Anu Dubey
Re:
Privacore PCAAM Alternative Income Fund (the “Fund”)
Initial Registration Statement on Form N-2
File No. 811-23961
Dear Ms. Dubey,
The following responds to
the comments provided via email on May 23, 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. Partners Capital
Alternative Asset Management describes the brand under which Partners Capital Investment Group, LLP, the Fund’s Sub-Adviser, makes
available certain alternative investment products and services to certain types of clients and other investors.
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 high current income and modest capital appreciation. If accurate, please revise this sentence to insert
“primary” before “investment objectives”, given that the next sentence identifies the Fund’s secondary objective.
Response: The Fund has
revised the above-referenced sentence as follows in the Revised Registration Statement (added text underlined):
“The Fund’s primary
investment objectives are to seek to achieve high current income and modest capital appreciation.”
4. Comment: The third sentence of the second paragraph refers to “receivables factoring”.
Please disclose what receivables factoring is.
Response: The Fund has
added the following disclosure to the above-referenced paragraph in the Revised Registration Statement:
“In receivables factoring, companies
sell their accounts receivable (unpaid invoices) at a discount to a third-party manager (a “Factor”) for cash. The Factor
may create a fund of such transactions in which investors may participate. The Factor assumes responsibility for collecting payment from
the customers, seeking to generate a payment greater than the negotiated purchase price and a return for investors.”
5. Comment: The fourth sentence of the second paragraph states that the Fund is expected to
have at least 80% of its assets invested in lending strategies that are expected to generate income. Please revise this 80% investment
policy to specifically enumerate the types of investments (as opposed to strategies) in which the Fund will invest at least 80% of its
assets. Also, please replace “is expected to have” with “will have”. 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 above-referenced disclosure as follows in the Revised Registration Statement (added text underlined; deleted
text struck through):
“Under
normal market conditions, the Fund is expected to will have at least 80% of its assets (plus any borrowings for
investment purposes) invested in lending strategies investments or loans that are expected to generate income
(“Lending Investments”) (the “80% Policy”). For the purpose of the 80% Policy, Lending Investments are
investments that the Sub-Adviser believes are likely to generate an interest payment, pay dividends or have other forms of distributions
that generally accrue value over time, or securities that provide the Fund with exposure to such investments. The Fund’s Lending
Investments may include, but are not limited to corporate loans, real estate loans, loans backed by other hard assets or receivables,
securitizations, preferred securities, and royalties.”
1
6. Comment: The fourth sentence of the second paragraph defines Portfolio Funds as general
or limited partnerships, funds, corporations, trusts or other investment vehicles. If accurate, please disclose that the Portfolio Funds
are private funds that are not registered under the Investment Company Act of 1940 (“1940 Act”).
Response: The Fund supplementally
confirms that “Portfolio Funds,” as used in the Registration Statement, refers to both investment companies registered under
the 1940 Act and private funds that are not registered under the 1940 Act. The Fund has added the following disclosure to the above-referenced
paragraph in the Revised Registration Statement:
“The Fund may invest in Portfolio
Funds that are registered under the Investment Company Act, including mutual funds, exchange-traded funds (“ETFs”), registered
closed-end funds and business development companies (“BDCs”), as well as private fund that are not registered under the Investment
Company Act.”
7. 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.”
8. 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.
2
9. 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)
10. 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 — Investment
Objectives and Strategies (pages 1-3)
11. Comment: On page 2, the second to last bullet point identifies royalties as a Fund investment.
Please confirm to us if the Fund’s investments in royalties will consist entirely of securitized interests or asset-backed securities
backed by royalties or if the Fund will invest in royalties directly.
Response: The Fund’s
investments in royalties are expected to predominantly take the form of securitized interests of asset-backed securities backed by royalties.
In addition, it is possible that the Fund will also invest in strategies that invest in royalties directly. The Fund’s investments
in royalties are likely to be focused around intellectual property relating to the healthcare and music industries.
Fund Summary —
The Offering (pages 5-6)
12. 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 6)
13. Comment: The last sentence of the second 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 23c-3(b)(5)(i) under the 1940 Act, which circumscribes an
interval fund’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 a similar sentence on page 66 (second to last sentence on page 66) 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 $[5,000]
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 $[5,000],
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.
4
14. Comment: The last sentence of the third 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.
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)
15. 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.
16. 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 for “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 —
Strategy Selection — Types of Investment Structures (pages 11-13)
17. Comment: On page 12, under “Specialist Corporate Lending”, there are references
to the software, technology, healthcare and life sciences sectors. If investing in these sectors is a principal strategy of the Fund,
please disclose corresponding risk factors for each of these sectors.
Response: The Fund has
revised the above-referenced disclosure as follows in the Revised Registration Statement (added text underlined; deleted text struck through):
“Directly originated by non-bank
entities, senior or subordinate loans (or structured equity) to companies in niche sectors or less easily underwritten sectors such as
Software Inform