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Correspondence 0001580642-24-004289 from OneAscent Capital Opportunities Fund (CIK 0002020928)

OneAscent Capital Opportunities Fund (CIK 0002020928)
Date: Aug. 7, 2024 · CIK: 0002020928 · Accession: 0001580642-24-004289

AI Filing Summary & Sentiment

File numbers found in text: 333-278887, 811-23957

Date
August 7, 2024
Author
Not clearly detected
Form
CORRESP
Company
OneAscent Capital Opportunities Fund (CIK 0002020928)

Letter

U.S. Securities and Exchange Commission Division of Investment Management File Nos. 333-278887 and 811-23957

Re: OneAscent Private Markets Access Fund (the “Fund”)

Dear Ms. Smiley:

COVER PAGE

Securities Offered, page 4

1. The section entitled Securities Offered on Page 4 contains a description of investments that the Fund can make when investments cannot be made promptly. This description of permissible investment is not contained in the description of the Fund’s policies on Page 7 of the prospectus. Further, the section entitled “Use of Proceeds” on Page 12 states that the Fund does not anticipate any material delay in fully investing the proceeds from the offering. Please include a description of the temporary investments the Fund can make in an appropriate place in the prospectus and delete from this section or reconcile the need for this disclosure on the cover page of the registration statement with the statement that the Fund does not anticipate any material delays in fully investing the proceeds of the offering.

RESPONSE: The Fund has reconciled the disclosure and made further revisions throughout the prospectus to clarify that the Fund anticipates that it may take between two to three months to fully invest the proceeds from the offering, and that pending investment of such proceeds in accordance with the Fund’s principal strategy, the Fund will invest in cash, cash equivalents, money market, short-term, high quality fixed-income mutual funds, publicly traded instruments such as exchange traded funds (“ETFs”), or through sub-advised portfolios using strategies that may include managed futures funds, long/short equity, arbitrage, event-driven strategies, REITs and commodities, among others.

REGISTRATION STATEMENT

2. Please add page numbers to the registration statement.

RESPONSE: Page numbers have been added to the registration statement.

Cassandra.Borchers@ThompsonHine.com Fax: 513.241.4771 Phone: 513.352.6632 4889-3067-8977.1

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 2

PROSPECTUS

Interval Fund, page 5

3. In the first sentence of this section, please add disclosure to the effect that the Fund will purchase no less than 5% and no more than 25% of its outstanding shares in the quarterly repurchase offers.

RESPONSE: The sentence has been revised as follows:

The Fund conducts quarterly repurchase offers at NAV, of no less than 5% and no more than 25% of its outstanding shares.

Certain Risks, page 5

4. In the fourth bullet point in this section on Page 5, add disclosure after the phrase “at least 5% of outstanding shares” specifying “but no more than 25% of outstanding shares”.

RESPONSE: The bullet point has been revised as follows:

Although the Fund will offer to repurchase at least 5% of outstanding shares, but no more than 25% of outstanding shares, on a quarterly basis in accordance with the Fund’s repurchase policy, the Fund will not be required to repurchase shares at a shareholder’s option nor will shares be exchangeable for units, interests or shares of any security and there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer.

5. Consider adding summary risk disclosure regarding the impact to shareholders seeking to tender their shares if the Fund receives a tender of more than 5% of the outstanding shares, and the process for allocating on a pro rata basis.

RESPONSE: As shown in the Response to Comment #4, the risk disclosure has been revised to include the impact to shareholders seeking to tender their shares if the Fund receives a tender of more than 5% of the outstanding shares. The process for allocating on a pro rata basis is discussed under the subsections entitled “Determination of Repurchase Offer Amount” and “Repurchase Amounts and Payment of Proceeds.”

6. The Adviser is identified on the bottom of Page 5 under the section entitled Certain Risk Factors before the table of contents. Consider moving the identification of the Adviser to the Prospectus Summary section. Given the pagination of the registration statement, investors could miss the identification of the Fund’s investment adviser.

RESPONSE: The Adviser has been defined in the Prospectus Summary.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 3

PROSPECTUS SUMMARY, pages 7-11

The Fund, page 7

7. The use of the phrase “private markets” in the name of the Fund suggests investments in privately offered investments, and therefore please disclose an 80% investment policy to invest in private market investments.

RESPONSE: The following 80% policy has been added throughout the registration statement:

Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus any borrowings for investment purposes) in private market asset classes. Private market asset classes include (i) private equity, (ii) venture capital, (iii) real estate and real assets, and (iv) private credit. For purposes of the 80% policy, the types of investments the Fund may utilize include (i) direct investments in the equity and/or debt securities of private companies and real estate or real assets; and (ii) indirect investments through professionally managed funds that invest primarily in private market asset classes.

Investment Objective and Strategies, page 7

8. The first sentence of this section on Page 7 states that the Fund seeks an “optimized” blended return. Please describe briefly here or later in response to Item 8 how the Fund defines “optimized” blended return.

RESPONSE: The word “optimized” has been removed from the investment objective, which now reads as follows:

The investment objective of the Fund is to achieve an optimized blended return of income and capital appreciation, with special consideration given to investments that it believes will make an impact according to its values driven investment philosophy.

9. In the second paragraph of this section on Page 7, please disclose the Fund’s 80% investment policy and how it defines “private market” investments for purposes of its 80% policy and whether it includes private market equity and debt investments. Also, please disclose the types of investments (debt and equity) that the Fund will invest in for purposes of its 80% policy.

RESPONSE: Please see the revised response to Comment 7.

10. Consider adding the disclosure regarding the Fund’s permissible temporary investments detailed on the Cover Page to this section of the prospectus, or in response to Item 8 of Form N-2 to fully disclose the permissible investments of the Fund.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 4

RESPONSE: The following disclosure has been added under the subsection entitled “Liquid Securities and

Short-Term Investments”:

Pending investment of the proceeds from the offering in accordance with the Fund’s principal strategy, assets will be invested in the liquid, short-term investments mentioned above.

Repurchases of Shares, page 9

11. In the first sentence of this section add disclosure to the effect that quarterly repurchases will not exceed 25% of outstanding shares.

RESPONSE: The first sentence has been revised as follows:

The Fund is an interval fund and, as such, has adopted a fundamental policy to make quarterly repurchase offers at NAV of no less than 5% and no more than 25% of the shares outstanding.

12. Similar to Comment 5, add disclosure of the impact to shareholders if tenders exceed 5% of the outstanding shares (i.e., that repurchases will be done on a pro rata basis).

RESPONSE: The following disclosure has been added:

If shareholders tender for repurchase more than the repurchase offer amount for a given quarterly repurchase offer, the Fund will repurchase the shares on a pro rata basis.

Summary of Risks, pages 9-10

13. Please explain supplementally to the staff whether the summary of risks contained on Pages 9-10 are the principal risks of the Fund, and if so, please change the title to “Summary of Principal Risks.”

RESPONSE: The summary of risks contained on Pages 9-10 are the principal risks of the Fund and the title has been changed as requested.

14. The fourth bullet point of this section on Page 9, discloses that the Fund could be subject to risks from the jurisdictions and sectors in which it invests. The jurisdictions and sectors in which the Fund may invest are not detailed in the Investment Objective and Strategies section beginning on Page 7 or in response to Item 8. Please ensure that the investment strategies of the Prospectus align with the principal risks. For example, if the Fund may invest outside of the United States, please disclose that fact in the strategies section and include corresponding risk disclosure.

RESPONSE: The Registrant believes the principal investment strategies align with the principal risks. The Fund discloses that its venture capital investments are often in technology and healthcare-related

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 5

industries, and the principal risks of technology and healthcare are disclosed under Sector Concentration Risk. The Fund will not invest outside of the United States as part of its principal investment strategy.

15. The Fund lists bullet points related to risks related to fixed income securities in bullets 6, 7, 8, 9 and 11 on Pages 9-10, including investments in junk bonds. Please add disclosure in the investment strategy section that the Fund may invest in fixed income securities, including junk bonds.

RESPONSE: The Fund’s strategy with respect to fixed-income securities is discussed under the subsection entitled “Private Credit Investments.” The following disclosure has been added with respect to junk bonds:

Such fixed-income securities may include below investment grade debt (or “junk” bonds).

16. There is no disclosure of the risks of investing in equity securities. Item 8, however, contains disclosure that the Fund may invest in equity securities. If the Fund intends to invest in private equity investments as a principal strategy, please add disclosure of this strategy in the investment strategy summary section and/or Item 8 disclosure of the Fund’s investment strategies and include corresponding risk disclosure in an appropriate place in the prospectus.

RESPONSE: The summary section of the Fund’s investment strategy includes disclosure that the Fund will be investing in private equity (directly and/or indirectly). The risks pertaining to private equity are discussed under “Private Funds Risk” and the risks pertaining to equity securities are discussed under risk factors such as “Equity Investments Risk” and “ETF Risk.”

INVESTMENT OBJECTIVE, STRATEGIES, AND PROCESS, pages 12-16

Investment Strategies, pages 12-16

17. Under the heading “Use of Proceeds” on Page 12, please disclose how long it is expected to take for the Fund to fully invest net proceeds in accordance with the Fund’s investment objectives and policies.

RESPONSE: The disclosure has been revised to state that it may take between two to three months to fully invest net proceeds in accordance with the Fund’s investment objectives and policies.

18. Please conform the section entitled “Investment Strategies” to add the Fund’s 80% policy and identify the types of private market investments (e.g., equity and/or fixed income) that count towards the Fund’s 80% policy.

RESPONSE: The following 80% policy has been added to the “Investment Strategies” section:

Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus any borrowings for investment purposes) in private market asset classes. Private market asset classes include (i) private equity, (ii) venture capital, (iii) real estate and real assets, and (iv) private credit.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 6

Furthermore, the following disclosure has been added to address the types of private market investments that count towards the 80% policy:

For purposes of the 80% policy, the types of investments the Fund may utilize include (i) direct investments in the equity and/or debt securities of private companies and real estate or real assets; and (ii) indirect investments through professionally managed funds that invest primarily in private market asset classes.

19. The third full paragraph of the section entitled “Investment Strategies” on Page 13 states that direct investments will be associated with co-investment opportunities. Please explain supplementally to the staff what the Fund means by "co-investment" opportunities and whether such opportunities will involve co-investments with affiliates of the Fund. If so, please explain supplementally to the staff whether the Fund has filed for exemptive relief to co-invest with affiliates, the status of any exemptive application, or is otherwise relying upon no-action relief for such transactions.

RESPONSE: Direct investments may be sourced either from primary relationships or through the funds in which we invest. The use of the term “co-investment” is for those deals that are sourced through the relationship with a fund manager and represent direct investments in a portfolio company equity or debt. Although the Fund does not currently intend to invest side by side with affiliates, the Adviser anticipates filing for exemptive relief proactively in case any such opportunities were to arise in the future. The co-investment exemptive application is currently in process, and the Adviser confirms that it will update the prospectus if and when such application is granted.

Real Estate and Real Assets Investments, page 14

20. The first full paragraph discloses how the Fund defines real estate and real assets investments. Subparagraph (i) includes references to common stock, and preferred equity. Please confirm to the staff that the instruments in (i) will be privately traded securities or if publicly traded that such instruments will not be counted towards the 80% policy of the Fund. Similarly, subparagraph (iii) identifies publicly traded REITS as one of those instruments. Please confirm to the staff that publicly traded REITs will not be counted towards the Fund’s 80% policy.

RESPONSE: The Fund confirms that the instruments in (i) will be privately traded securities. The Fund confirms that any publicly traded REITs will not count towards the Fund’s 80% policy.

21. The last paragraph of the section entitled "Real Estate and Real Assets Investments" on Page 14, discloses that the Fund may take advantage of opportunities to provide the Fund with exposure to commodities, energy, natural resources and other real estate. Please explain supplementally to the staff whether investments in these assets will be a principal strategy and how (e.g., derivatives, investments through a subsidiary) the Fund will obtain exposure to these assets. The staff could have additional comments.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 7

RESPONSE: Investments in these assets will be a principal strategy of the Fund. The Fund will obtain exposure to these assets through registered funds, private operating companies, and private funds that are not within the definition of investment company under Section 3(a)(1) of the 1940 Act or are otherwise excluded from the definition of investment company by Section 3(c)(5) of the 1940 Act.

22. Please supplementally explain if the Fund will invest through an entity that is primarily controlled by the Fund (i.e., a subsidiary) for these real asset investments, and which entity primarily engages in investment activities in securities or other assets. We may have additional comments.

RESPONSE: The Fund does not anticipate establishing a separate entity t

Show Raw Text
CORRESP
1
filename1.htm

    August 7, 2024

Eileen Smiley

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

 Re: OneAscent Private Markets Access Fund (the “Fund”)

File Nos. 333-278887 and 811-23957

Dear Ms. Smiley:

COVER PAGE

Securities Offered, page 4

 1. The section entitled Securities Offered on Page 4 contains a description of investments that the
Fund can make when investments cannot be made promptly. This description of permissible investment is not contained in the description
of the Fund’s policies on Page 7 of the prospectus. Further, the section entitled “Use of Proceeds” on
Page 12 states that the Fund does not anticipate any material delay in fully investing the proceeds from the offering. Please include
a description of the temporary investments the Fund can make in an appropriate place in the prospectus and delete from this section or
reconcile the need for this disclosure on the cover page of the registration statement with the statement that the Fund does not anticipate
any material delays in fully investing the proceeds of the offering.

RESPONSE: The Fund has reconciled the disclosure and
made further revisions throughout the prospectus to clarify that the Fund anticipates that it may take between two to three months to
fully invest the proceeds from the offering, and that pending investment of such proceeds in accordance with the Fund’s principal
strategy, the Fund will invest in cash, cash equivalents, money market, short-term, high quality fixed-income mutual funds, publicly traded
instruments such as exchange traded funds (“ETFs”), or through sub-advised portfolios using strategies that may include managed
futures funds, long/short equity, arbitrage, event-driven strategies, REITs and commodities, among others.

REGISTRATION STATEMENT

2.       Please add page numbers to
the registration statement.

RESPONSE: Page numbers have been added to the registration statement.

    Cassandra.Borchers@ThompsonHine.com Fax: 513.241.4771 Phone: 513.352.6632
      4889-3067-8977.1

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 2

PROSPECTUS

Interval Fund, page 5

 3. In the first sentence of this section, please add disclosure to the effect that the Fund will purchase
no less than 5% and no more than 25% of its outstanding shares in the quarterly repurchase offers.

RESPONSE: The sentence
has been revised as follows:

The Fund conducts quarterly
repurchase offers at NAV, of no less than 5% and no more than 25% of its outstanding shares.

Certain Risks, page 5

 4. In the fourth bullet point in this section on Page 5, add disclosure after the phrase “at
least 5% of outstanding shares” specifying “but no more than 25% of outstanding shares”.

RESPONSE: The bullet
point has been revised as follows:

Although the Fund will
offer to repurchase at least 5% of outstanding shares, but no more than 25% of outstanding shares, on
a quarterly basis in accordance with the Fund’s repurchase policy, the Fund will not be required to repurchase shares at a shareholder’s
option nor will shares be exchangeable for units, interests or shares of any security and there is no guarantee
that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer.

 5. Consider adding summary risk disclosure regarding the impact to shareholders seeking to tender their shares
if the Fund receives a tender of more than 5% of the outstanding shares, and the process for allocating on a pro rata basis.

RESPONSE: As shown in the Response to Comment #4,
the risk disclosure has been revised to include the impact to shareholders seeking to tender their shares if the Fund receives a tender
of more than 5% of the outstanding shares. The process for allocating on a pro rata basis is discussed under the subsections entitled
“Determination of Repurchase Offer Amount” and “Repurchase Amounts and Payment of Proceeds.”

 6. The Adviser is identified on the bottom of Page 5 under the section entitled Certain Risk Factors
before the table of contents. Consider moving the identification of the Adviser to the Prospectus Summary section. Given the pagination
of the registration statement, investors could miss the identification of the Fund’s investment adviser.

RESPONSE: The Adviser
has been defined in the Prospectus Summary.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 3

PROSPECTUS SUMMARY, pages 7-11

The Fund, page 7

 7. The use of the phrase “private markets” in the name of the Fund suggests investments in privately
offered investments, and therefore please disclose an 80% investment policy to invest in private market investments.

RESPONSE: The following 80% policy has been added
throughout the registration statement:

Under normal circumstances,
the Fund intends to invest at least 80% of its net assets (plus any borrowings for investment purposes) in private market asset classes.
Private market asset classes include (i) private equity, (ii) venture capital, (iii) real estate and real assets, and (iv) private credit.
For purposes of the 80% policy, the types of investments the Fund may utilize include (i) direct investments in the equity and/or debt
securities of private companies and real estate or real assets; and (ii) indirect investments through professionally managed funds that
invest primarily in private market asset classes.

Investment Objective and Strategies, page 7

 8. The first sentence of this section on Page 7 states that the Fund seeks an “optimized”
blended return. Please describe briefly here or later in response to Item 8 how the Fund defines “optimized” blended return.

RESPONSE: The word “optimized” has been
removed from the investment objective, which now reads as follows:

The investment objective of the Fund is
to achieve an optimized blended return of income and capital appreciation, with special
consideration given to investments that it believes will make an impact according to its values driven investment philosophy.

 9. In the second paragraph of this section on Page 7, please disclose the Fund’s 80% investment
policy and how it defines “private market” investments for purposes of its 80% policy and whether it includes private market
equity and debt investments. Also, please disclose the types of investments (debt and equity) that the Fund will invest in for purposes
of its 80% policy.

RESPONSE: Please see the revised response to Comment
7.

 10. Consider adding the disclosure regarding the Fund’s permissible temporary investments detailed on
the Cover Page to this section of the prospectus, or in response to Item 8 of Form N-2 to fully disclose the permissible investments
of the Fund.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 4

RESPONSE: The following
disclosure has been added under the subsection entitled “Liquid Securities and

Short-Term Investments”:

Pending
investment of the proceeds from the offering in accordance with the Fund’s principal strategy, assets will be invested in the liquid,
short-term investments mentioned above.

Repurchases of Shares, page 9

 11. In the first sentence of this section add disclosure to the effect that quarterly repurchases will not
exceed 25% of outstanding shares.

RESPONSE: The first sentence has been revised as follows:

The Fund is an interval fund and, as such,
has adopted a fundamental policy to make quarterly repurchase offers at NAV of no less than 5% and no more than
25% of the shares outstanding.

 12. Similar to Comment 5, add disclosure of the impact to shareholders if tenders exceed 5% of the
outstanding shares (i.e., that repurchases will be done on a pro rata basis).

RESPONSE: The following
disclosure has been added:

If shareholders
tender for repurchase more than the repurchase offer amount for a given quarterly repurchase offer, the Fund will repurchase the shares
on a pro rata basis.

Summary of Risks, pages 9-10

 13. Please explain supplementally to the staff whether the summary of risks contained on Pages 9-10 are the
principal risks of the Fund, and if so, please change the title to “Summary of Principal Risks.”

RESPONSE: The summary of risks contained on Pages
9-10 are the principal risks of the Fund and the title has been changed as requested.

 14. The fourth bullet point of this section on Page 9, discloses that the Fund could be subject to
risks from the jurisdictions and sectors in which it invests. The jurisdictions and sectors in which the Fund may invest are not detailed
in the Investment Objective and Strategies section beginning on Page 7 or in response to Item 8. Please ensure that the
investment strategies of the Prospectus align with the principal risks. For example, if the Fund may invest outside of the United States,
please disclose that fact in the strategies section and include corresponding risk disclosure.

RESPONSE: The Registrant believes the principal investment strategies align
with the principal risks. The Fund discloses that its venture capital investments are often in technology and healthcare-related

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 5

industries, and the principal risks of technology and healthcare are disclosed
under Sector Concentration Risk. The Fund will not invest outside of the United States as part of its principal investment strategy.

 15. The Fund lists bullet points related to risks related to fixed income securities in bullets 6, 7, 8, 9 and 11 on Pages 9-10,
including investments in junk bonds. Please add disclosure in the investment strategy section that the Fund may invest in fixed income
securities, including junk bonds.

RESPONSE: The Fund’s strategy with respect to fixed-income securities
is discussed under the subsection entitled “Private Credit Investments.” The following disclosure has been added with respect
to junk bonds:

Such fixed-income securities
may include below investment grade debt (or “junk” bonds).

 16. There is no disclosure of the risks of investing in equity securities. Item 8, however, contains disclosure
that the Fund may invest in equity securities. If the Fund intends to invest in private equity investments as a principal strategy, please
add disclosure of this strategy in the investment strategy summary section and/or Item 8 disclosure of the Fund’s investment strategies
and include corresponding risk disclosure in an appropriate place in the prospectus.

RESPONSE: The summary section of the Fund’s
investment strategy includes disclosure that the Fund will be investing in private equity (directly and/or indirectly). The risks pertaining
to private equity are discussed under “Private Funds Risk” and the risks pertaining to equity securities are discussed under
risk factors such as “Equity Investments Risk” and “ETF Risk.”

INVESTMENT OBJECTIVE,
STRATEGIES, AND PROCESS, pages 12-16

Investment
Strategies, pages 12-16

 17. Under the heading “Use of Proceeds” on Page 12, please disclose how long it is expected
to take for the Fund to fully invest net proceeds in accordance with the Fund’s investment objectives and policies.

RESPONSE: The disclosure
has been revised to state that it may take between two to three months to fully invest net proceeds in accordance with the Fund’s
investment objectives and policies.

 18. Please conform the section entitled “Investment Strategies” to add the Fund’s
80% policy and identify the types of private market investments (e.g., equity and/or fixed income) that count towards the Fund’s
80% policy.

RESPONSE: The following
80% policy has been added to the “Investment Strategies” section:

Under normal
circumstances, the Fund intends to invest at least 80% of its net assets (plus any borrowings for investment purposes) in private market
asset classes. Private market asset classes include (i) private equity, (ii) venture capital, (iii) real estate and real assets, and (iv)
private credit.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 6

Furthermore, the following
disclosure has been added to address the types of private market investments that count towards the 80% policy:

For purposes
of the 80% policy, the types of investments the Fund may utilize include (i) direct investments in the equity and/or debt securities of
private companies and real estate or real assets; and (ii) indirect investments through professionally managed funds that invest primarily
in private market asset classes.

 19. The third full paragraph of the section entitled “Investment Strategies” on Page
13 states that direct investments will be associated with co-investment opportunities. Please explain supplementally to the staff
what the Fund means by "co-investment" opportunities and whether such opportunities will involve co-investments with affiliates
of the Fund. If so, please explain supplementally to the staff whether the Fund has filed for exemptive relief to co-invest with affiliates,
the status of any exemptive application, or is otherwise relying upon no-action relief for such transactions.

RESPONSE: Direct
investments may be sourced either from primary relationships or through the funds in which we invest. The use of the term “co-investment”
is for those deals that are sourced through the relationship with a fund manager and represent direct investments in a portfolio company
equity or debt. Although the Fund does not currently intend to invest side by side with affiliates, the Adviser anticipates filing for
exemptive relief proactively in case any such opportunities were to arise in the future. The co-investment exemptive application is currently
in process, and the Adviser confirms that it will update the prospectus if and when such application is granted.

Real Estate and Real Assets Investments,
page 14

 20. The first full paragraph discloses how the Fund defines real estate and real assets investments. Subparagraph
(i) includes references to common stock, and preferred equity. Please confirm to the staff that the instruments in (i) will be privately
traded securities or if publicly traded that such instruments will not be counted towards the 80% policy of the Fund. Similarly, subparagraph
(iii) identifies publicly traded REITS as one of those instruments. Please confirm to the staff that publicly traded REITs will not be
counted towards the Fund’s 80% policy.

RESPONSE: The Fund confirms
that the instruments in (i) will be privately traded securities. The Fund confirms that any publicly traded REITs will not count towards
the Fund’s 80% policy.

 21. The last paragraph of the section entitled "Real Estate and Real Assets Investments"
on Page 14, discloses that the Fund may take advantage of opportunities to provide the Fund with exposure to commodities, energy,
natural resources and other real estate. Please explain supplementally to the staff whether investments in these assets will be a principal
strategy and how (e.g., derivatives, investments through a subsidiary) the Fund will obtain exposure to these assets. The staff could
have additional comments.

Eileen Smiley, U.S. Securities & Exchange Commission

August 7, 2024

Page 7

RESPONSE: Investments
in these assets will be a principal strategy of the Fund. The Fund will obtain exposure to these assets through registered funds, private
operating companies, and private funds that are not within the definition of investment company under Section 3(a)(1) of the 1940 Act
or are otherwise excluded from the definition of investment company by Section 3(c)(5) of the 1940 Act.

 22. Please supplementally explain if the Fund will invest through an entity that is primarily controlled by
the Fund (i.e., a subsidiary) for these real asset investments, and which entity primarily engages in investment activities in securities
or other assets. We may have additional comments.

RESPONSE: The Fund
does not anticipate establishing a separate entity t