Correspondence 0001104659-25-037550 from iDirect Multi-Strategy Fund, LLC (CIK 0002023773)
iDirect Multi-Strategy Fund, LLC (CIK 0002023773)
Date: April 22, 2025 · CIK: 0002023773 · Accession: 0001104659-25-037550
AI Filing Summary & Sentiment
File numbers found in text: 333-284656, 811-24047
Referenced dates: March 5, 2025
Letter
VIA EDGAR Division of Investment Management Washington, DC 20549 Re: iDirect Multi-Strategy Fund, LLC Registration Statement on Form N-2 File Nos. 333-284656 and 811-24047
Dear Ms. Im-Tang:
This letter responds to comments that you conveyed in a letter dated March 5, 2025 with respect to the registration statement filed on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 3, 2025 on behalf of iDirect Multi-Strategy Fund, LLC (the “Fund”). The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings attributed to such terms in the Registration Statement.
Concurrently with this letter, the Fund is filing Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.
On behalf of the Fund, set forth below are the comments of the SEC staff (“Staff”) along with our responses to or any supplemental explanations of such comments, as requested.
General
1. Comment: Please complete or update all information that is currently in brackets or missing in the registration statement (e.g., financial statements, fee table, etc.). We may have additional comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
Response: The Fund confirms that it will complete or update all information that is currently bracketed in a pre-effective amendment.
2. Comment: Please inform the Staff if a party other than the Fund’s sponsor or an affiliate has provided the Fund with initial seed capital (when it was a private fund). If so, supplementally identify the party providing the seed capital and describe its relationship with the Fund.
Response: The Fund was seeded by the clients of three registered investment advisers who are unaffiliated with the Fund and the Adviser.
3. Comment: Please confirm the Fund will file a fidelity bond under Form 40-17G.
Response: The Fund so confirms.
Cover Page
4. Comment: On the first page, in footnote 1 to the offering table, the disclosure states that the minimum initial investment by an investor in the Fund is $25,000, “which stated minimum may be reduced for certain investors.” Please include a cross-reference to “Fund Expenses” section here that discusses exceptions to the $25,000 minimum investment.
Response: The Fund respectfully notes that the "Purchases of Fund Shares" section includes the discussion of exceptions to the investment minimums. The Fund has revised the disclosure to cross-reference “Purchase of Fund Shares”.
5. Comment: On the first page, the disclosure states, “The Fund is offering two separate classes of Shares designated as Class A (“Class A Shares”) and Class I (“Class I Shares”) on a continuous basis at the net asset value per Share plus any applicable sales loads.” For clarity, please consider adding, “for Class A Shares” after “applicable sales loads:,” since Class I Shares do not have sales loads.
Response: The Fund has revised the disclosure accordingly.
6. Comment: The last page states, “The Fund is relying on exemptive relief to, among other things (i) designate multiple classes of Shares; (ii) impose on certain of the classes an early withdrawal charge and schedule waivers of such…” However, this section is in brackets. Please advise us if you have submitted or expect to submit any additional exemptive applications or no-action request in connection with this registration statement.
Response: The Fund confirms that on March 14, 2025, the iDirect Private Markets Fund received multi-class exemptive relief (IC Release No. 35497), which is applicable to the Fund. The brackets on this disclosure have been removed accordingly.
Prospectus
Prospectus Summary, pages 1-12
7. Comment: Under “INVESTMENT PROGRAM,” the disclosure states that the Fund may invest a portion of its assets in temporary investments pending distribution. Please clarify or provide examples of “temporary investments.”
Response: The Fund has revised the disclosure accordingly.
8. Comment: The first paragraph under “The Fund” states shares will be sold in “comparatively large minimum denominations.” Please clarify what is meant by “comparatively large minimum denominations.”
Response: The Fund has revised the disclosure accordingly.
9. Comment: The second paragraph under “The Fund” states, “Interests in the Portfolio Funds may be domiciled in U.S. or non-U.S. jurisdictions and may be held within broader private investment vehicles.”
a. Please clarify or provide examples of “broader private investment vehicles.”
b. If the Fund intends to focus on a particular country or geographic regions, including emerging markets, please state what it is and include corresponding risk disclosures.
c. If the Fund intends to invest ten percent or more of its assets in foreign securities that are not publicly traded in the U.S., please disclose, where appropriate, the risks associated with: (1) currency fluctuations, and restrictions on, and costs associated with, the exchange of currencies; (2) the difficulty in obtaining or enforcing a court judgment abroad; (3) reduced levels of publicly available information concerning issuers; and (4) different accounting, auditing, and financial standards. See Guide 9 of the Guidelines for Form N-2 (the “Guidelines”).
Response: Currently, the Fund does not intend to focus on a particular country or geographic region. The Fund has otherwise revised the disclosure accordingly.
10. Comment: Under the sub-heading, “Equity Hedge Strategies,” the disclosure states, “Equity hedge strategies may aim to have a net long directional bias, a net short directional bias or be neutral to general movements in the stock market.” Please restate this in plain English.
Response: The Fund has revised the disclosure accordingly.
11. Comment: The same paragraph describes investments in “one or more countries, including emerging markets, or in one or multiple sectors…” Please disclose the criteria to determine “emerging markets.” Also, if the Fund intends to focus on particular sectors, please identify them and include corresponding risk disclosures.
Response: The Fund has revised the disclosure accordingly.
12. Comment: Under the sub-heading, “Macro Strategies,” the disclosure states that a Portfolio Fund Manager may employ a relative value strategy where a long position in a security is “dynamically paired off against a short position in a related security.” Please explain in the disclosure what is meant by “dynamically paired off.”
Response: The Fund has revised the disclosure accordingly.
13. Comment: Under the sub-heading, “Credit Strategies,” the disclosure describes the Fund’s investments in various credit instruments. In addition, the last sentence in the same paragraph describes investments in a “range of credit instruments from a variety of issuers, including but not limited to, corporate bonds and loans, convertible and preferred securities, municipal and sovereign debt, and various types of structured credit.”
a. Please enhance the disclosure to include the credit quality, maturity or duration, or geographic concentration of the various credit instruments. If the Fund invests in high-yield securities or in debt that would be below investment grade if it was rated, please also disclose that these investments are commonly known as “junk bonds.”
b. If the Fund invests, or expects to invest in, contingent convertible securities (“CoCos”), the Fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the Fund invests in CoCos, and the characteristics of the CoCos (e.g., the credit quality and the conversion triggers). If CoCos are, or will be, a principal type of investment, please provide a description of them in the prospectus, as well as the attendant risks.
Response: The Fund confirms that it does not principally invest or expect to principally invest in high-yield securities or CoCos, and the Fund does not believe any additional disclosure is necessary. The Fund has otherwise revised the disclosure accordingly.
14. Comment: Under the sub-section, “Risk Management,” (page 4), the disclosure states, “Some of the quantitative methods include, but are not limited to, analysis of historical realized volatility, correlations and beta comparisons to indices of traditional assets, style-factors, and cross correlations among Portfolio Funds.” Please restate this in plain English.
Response: The Fund has revised the disclosure accordingly.
15. Comment: Under “RISK FACTORS,” please consider including a heading for each bulleted risk factor.
Response: The Fund has revised the disclosure accordingly.
16. Comment: The 4th bullet under this section describes the Fund’s investments in Portfolio Funds which hold securities issued by “privately held companies.” Please clarify or provide examples of “privately held companies.”
Response: The Fund has revised the disclosure accordingly.
17. Comment: The 23rd bullet (page 6) under the same section refers to investments in assets of interest in the Portfolio Funds in “early-stage venture capital.” Please clarify what is meant by “early-stage venture capital” and if this is a principal investment strategy of the Fund, please include a discussion of this in the investment strategies section and corresponding risks in the risks section.
Response: The Fund confirms that early-stage venture capital is not a principal investment strategy of the Fund and has otherwise revised the disclosure accordingly.
18. Comment: The 24th bullet references the Fund’s concentration in a single industry. If the Fund will concentrate in any particular industry, please specify the industry in the disclosure and disclose corresponding risks of investments in the risks section.
Response: The Fund will not concentrate in any particular industry and has revised the disclosure accordingly.
19. Comment: Within this section, please also disclose the risk of a possible decrease in share value as a result of currency fluctuations between the date of tender and the repurchase pricing date if the Fund has invested a portion of its portfolio in foreign markets.
Response: The Fund has revised the disclosure accordingly.
20. Comment: Under “REPURCHASES OF SHARES BY THE FUND,” (page 11), the last paragraph states, “In addition, the Fund has the right to repurchase Shares of Shareholders if the Fund determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the Fund’s LLC Agreement.” Please revise this language to indicate that such repurchases will be conducted consistent with Rule 23c-2 of the Investment Company Act of 1940 (the “1940 Act”).
Response: The Fund has revised the disclosure accordingly.
21. Comment: Under “ERISA PLANS AND SIMILAR TAX-EXEMPT ENTITIES,” (page 12), the disclosure states that investors subject to ERISA, including employee benefit plans, individual retirement accounts, and Keogh Plans may purchase Shares. Please provide a statement regarding where additional information about such plans can be obtained. See Item 5.7 of Form N-2.
Response: The Fund has revised the disclosure accordingly.
Summary of Fees and Expenses, pages 13-14
Expense and Fee Table
22. Comment: Please add a footnote to the line item, “Maximum repurchase fee,” to briefly describe the repurchase fee, and circumstances in which the fee may be waived.
Response: The Fund has revised the disclosure accordingly.
23. Comment: Please disclose that “Other Expenses” are estimated for the current fiscal year. See Instruction 6 to Item 3 of Form N-2.
Response: The Fund has revised the disclosure accordingly.
24. Comment: For clarification, please insert “Dividend Reinvestment Plan” next to “DRIP” in footnote 5 of the fee table.
Response: The Fund has revised the disclosure accordingly.
25. Comment: Please disclose whether the Fund will be issuing preferred stock within the first year from the effective date of the registration statement. If the Fund plans to issue preferred shares, please include applicable disclosure and fees in the expense and fee table and elsewhere in the registration statement, where applicable.
Response: The Fund does not intend to issue preferred stock within the first year from the effective date of the registration statement.
The Fund, page 15
26. Comment: The third paragraph states in part, “and the Fund does not expect any secondary market to develop for the Shares in the foreseeable future.” Please add, “if ever,” after “foreseeable future,” consistent with the description on the second page of the Cover Page.
Response: The Fund has revised the disclosure accordingly.
27. Comment: The same paragraph also states, “To provide some liquidity to shareholders, the Adviser will recommend … that the Fund offer to repurchase Shares from Shareholders on a quarterly basis in an amount not to exceed 5% of the Fund’s net asset value.” Please add disclosure here that there is no assurance repurchases will be conducted.
Response: The Fund has revised the disclosure accordingly.
Investment Program, pages 15-19
Investment Objective and Philosophy
28. Comment: The last paragraph states, “By investing in interests in the Portfolio Funds sponsored or managed by the Portfolio Fund Managers, the Fund seeks to benefit from the (i) strong performance track record of each of the Portfolio Fund Managers and (ii) investment expertise, quality of risk management systems, valuation protocols, operational programs, personnel, accounting and valuation practices and compliance programs that may be associated with a successful global financial services firm with significant resources, in contrast to a strategy of allocating assets among different funds managed by various unaffiliated investment advisers which could have highly variable levels of experience, resources and expertise.” (emphasis added)
Please supplementally explain the status of the Portfolio Fund Managers and the Portfolio Funds. Are any of the Portfolio Fund Managers or Portfolio Funds affiliated with the Fund? Will the Fund invest in any affiliated Portfolio Funds? We may have additional comments.
Response: The Fund is aware of the prohibition on transactions with affiliates under Section 17 of the 1940 Act. As an investment company registered under the 1940 Act, the Fund confirms that it will not make any investments in any affiliated Portfolio Funds or Portfolio Funds managed by an affiliate of the Fund. The disclosure has been revised to clarify this.
Investment Strategies
29. Comment: Within this section or elsewhere appropriate, please describe any fundamental policies that cannot be changed without a shareholder vote. See Item 8.2 of Form N-2.
Response: The Funds has revised t
Show Raw Text
CORRESP
1
filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Alexander
C. Karampatsos
alexander.karampatsos@dechert.com
+1 202 261 3402 Direct
April 22, 2025
VIA EDGAR
Ms. Soo Im-Tang
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
Re: iDirect Multi-Strategy Fund, LLC
Registration Statement on Form N-2
File Nos. 333-284656 and 811-24047
Dear Ms. Im-Tang:
This letter responds to comments that you conveyed
in a letter dated March 5, 2025 with respect to the registration statement filed on Form N-2 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the
“1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 3, 2025 on behalf
of iDirect Multi-Strategy Fund, LLC (the “Fund”). The Fund has considered your comments and has authorized us to make the
responses and changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings attributed to such
terms in the Registration Statement.
Concurrently with this letter, the Fund is filing
Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.
On behalf of the Fund, set forth below are the
comments of the SEC staff (“Staff”) along with our responses to or any supplemental explanations of such comments, as requested.
General
1. Comment: Please complete or update all information that is currently in brackets or missing
in the registration statement (e.g., financial statements, fee table, etc.). We may have additional comments on such portions when
you complete them in pre-effective amendments, on disclosures made in response to this letter, on information supplied supplementally,
or on exhibits added in any amendments.
Response: The
Fund confirms that it will complete or update all information that is currently bracketed in a pre-effective amendment.
2. Comment: Please inform the Staff if a party other than the Fund’s sponsor or an
affiliate has provided the Fund with initial seed capital (when it was a private fund). If so, supplementally identify the party providing
the seed capital and describe its relationship with the Fund.
Response: The
Fund was seeded by the clients of three registered investment advisers who are unaffiliated with the Fund and the Adviser.
3. Comment: Please
confirm the Fund will file a fidelity bond under Form 40-17G.
Response: The
Fund so confirms.
Cover Page
4. Comment: On the first page, in footnote 1 to the offering table, the disclosure states
that the minimum initial investment by an investor in the Fund is $25,000, “which stated minimum may be reduced for certain investors.”
Please include a cross-reference to “Fund Expenses” section here that discusses exceptions to the $25,000 minimum investment.
Response: The
Fund respectfully notes that the "Purchases of Fund Shares" section includes the discussion of exceptions to the investment
minimums. The Fund has revised the disclosure to cross-reference “Purchase of Fund Shares”.
5. Comment: On the first page, the disclosure states, “The Fund is offering two separate
classes of Shares designated as Class A (“Class A Shares”) and Class I (“Class I Shares”)
on a continuous basis at the net asset value per Share plus any applicable sales loads.” For clarity, please consider adding, “for
Class A Shares” after “applicable sales loads:,” since Class I Shares do not have sales loads.
Response: The
Fund has revised the disclosure accordingly.
2
6. Comment: The last page states, “The Fund is relying on exemptive relief to,
among other things (i) designate multiple classes of Shares; (ii) impose on certain of the classes an early withdrawal charge
and schedule waivers of such…” However, this section is in brackets. Please advise us if you have submitted or expect to
submit any additional exemptive applications or no-action request in connection with this registration statement.
Response: The
Fund confirms that on March 14, 2025, the iDirect Private Markets Fund received multi-class exemptive relief (IC Release No. 35497),
which is applicable to the Fund. The brackets on this disclosure have been removed accordingly.
Prospectus
Prospectus Summary, pages 1-12
7. Comment: Under “INVESTMENT PROGRAM,” the disclosure states that the Fund
may invest a portion of its assets in temporary investments pending distribution. Please clarify or provide examples of “temporary
investments.”
Response: The
Fund has revised the disclosure accordingly.
8. Comment: The first paragraph under “The Fund” states shares will be sold
in “comparatively large minimum denominations.” Please clarify what is meant by “comparatively large minimum denominations.”
Response: The
Fund has revised the disclosure accordingly.
9. Comment: The second paragraph under “The Fund” states, “Interests in
the Portfolio Funds may be domiciled in U.S. or non-U.S. jurisdictions and may be held within broader private investment vehicles.”
a. Please clarify or provide examples of “broader private investment vehicles.”
b. If the Fund intends to focus on a particular country or geographic regions, including emerging markets,
please state what it is and include corresponding risk disclosures.
c. If the Fund intends to invest ten percent or more of its assets in foreign securities that are not publicly
traded in the U.S., please disclose, where appropriate, the risks associated with: (1) currency fluctuations, and restrictions on,
and costs associated with, the exchange of currencies; (2) the difficulty in obtaining or enforcing a court judgment abroad; (3) reduced
levels of publicly available information concerning issuers; and (4) different accounting, auditing, and financial standards. See
Guide 9 of the Guidelines for Form N-2 (the “Guidelines”).
Response: Currently,
the Fund does not intend to focus on a particular country or geographic region. The Fund has otherwise revised the disclosure accordingly.
3
10. Comment: Under the sub-heading, “Equity Hedge Strategies,” the disclosure
states, “Equity hedge strategies may aim to have a net long directional bias, a net short directional bias or be neutral to general
movements in the stock market.” Please restate this in plain English.
Response: The
Fund has revised the disclosure accordingly.
11. Comment: The same paragraph describes investments in “one or more countries, including
emerging markets, or in one or multiple sectors…” Please disclose the criteria to determine “emerging markets.”
Also, if the Fund intends to focus on particular sectors, please identify them and include corresponding risk disclosures.
Response: The
Fund has revised the disclosure accordingly.
12. Comment: Under the sub-heading, “Macro Strategies,” the disclosure states
that a Portfolio Fund Manager may employ a relative value strategy where a long position in a security is “dynamically paired off
against a short position in a related security.” Please explain in the disclosure what is meant by “dynamically paired off.”
Response: The
Fund has revised the disclosure accordingly.
13. Comment: Under the sub-heading, “Credit Strategies,” the disclosure describes
the Fund’s investments in various credit instruments. In addition, the last sentence in the same paragraph describes investments
in a “range of credit instruments from a variety of issuers, including but not limited to, corporate bonds and loans, convertible
and preferred securities, municipal and sovereign debt, and various types of structured credit.”
a. Please enhance the disclosure to include the credit quality, maturity or duration, or geographic concentration
of the various credit instruments. If the Fund invests in high-yield securities or in debt that would be below investment grade if it
was rated, please also disclose that these investments are commonly known as “junk bonds.”
b. If the Fund invests, or expects to invest in, contingent convertible securities (“CoCos”),
the Fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things,
the extent to which the Fund invests in CoCos, and the characteristics of the CoCos (e.g., the credit quality and the conversion triggers).
If CoCos are, or will be, a principal type of investment, please provide a description of them in the prospectus, as well as the attendant
risks.
Response: The
Fund confirms that it does not principally invest or expect to principally invest in high-yield securities or CoCos, and the Fund does
not believe any additional disclosure is necessary. The Fund has otherwise revised the disclosure accordingly.
4
14. Comment: Under the sub-section, “Risk Management,” (page 4),
the disclosure states, “Some of the quantitative methods include, but are not limited to, analysis of historical realized volatility,
correlations and beta comparisons to indices of traditional assets, style-factors, and cross correlations among Portfolio Funds.”
Please restate this in plain English.
Response: The
Fund has revised the disclosure accordingly.
15. Comment: Under “RISK FACTORS,” please consider including a heading for each
bulleted risk factor.
Response: The
Fund has revised the disclosure accordingly.
16. Comment: The 4th bullet under this section describes the Fund’s investments in
Portfolio Funds which hold securities issued by “privately held companies.” Please clarify or provide examples of “privately
held companies.”
Response: The
Fund has revised the disclosure accordingly.
17. Comment: The 23rd bullet (page 6) under the same section refers to investments in
assets of interest in the Portfolio Funds in “early-stage venture capital.” Please clarify what is meant by “early-stage
venture capital” and if this is a principal investment strategy of the Fund, please include a discussion of this in the investment
strategies section and corresponding risks in the risks section.
Response: The
Fund confirms that early-stage venture capital is not a principal investment strategy of the Fund and has otherwise revised the disclosure
accordingly.
5
18. Comment: The 24th bullet references the Fund’s concentration in a single industry.
If the Fund will concentrate in any particular industry, please specify the industry in the disclosure and disclose corresponding risks
of investments in the risks section.
Response: The
Fund will not concentrate in any particular industry and has revised the disclosure accordingly.
19. Comment: Within this section, please also disclose the risk of a possible decrease in
share value as a result of currency fluctuations between the date of tender and the repurchase pricing date if the Fund has invested a
portion of its portfolio in foreign markets.
Response: The
Fund has revised the disclosure accordingly.
20. Comment: Under “REPURCHASES OF SHARES BY THE FUND,” (page 11), the last
paragraph states, “In addition, the Fund has the right to repurchase Shares of Shareholders if the Fund determines that the repurchase
is in the best interest of the Fund or upon the occurrence of certain events specified in the Fund’s LLC Agreement.” Please
revise this language to indicate that such repurchases will be conducted consistent with Rule 23c-2 of the Investment Company Act
of 1940 (the “1940 Act”).
Response: The
Fund has revised the disclosure accordingly.
21. Comment: Under “ERISA PLANS AND SIMILAR TAX-EXEMPT ENTITIES,” (page 12),
the disclosure states that investors subject to ERISA, including employee benefit plans, individual retirement accounts, and Keogh Plans
may purchase Shares. Please provide a statement regarding where additional information about such plans can be obtained. See Item 5.7
of Form N-2.
Response: The
Fund has revised the disclosure accordingly.
6
Summary of Fees and Expenses, pages 13-14
Expense and Fee Table
22. Comment: Please add a footnote to the line item, “Maximum repurchase fee,”
to briefly describe the repurchase fee, and circumstances in which the fee may be waived.
Response: The
Fund has revised the disclosure accordingly.
23. Comment: Please disclose that “Other Expenses” are estimated for the current
fiscal year. See Instruction 6 to Item 3 of Form N-2.
Response: The
Fund has revised the disclosure accordingly.
24. Comment: For clarification, please insert “Dividend Reinvestment Plan” next
to “DRIP” in footnote 5 of the fee table.
Response: The
Fund has revised the disclosure accordingly.
25. Comment: Please disclose whether the Fund will be issuing preferred stock within the
first year from the effective date of the registration statement. If the Fund plans to issue preferred shares, please include applicable
disclosure and fees in the expense and fee table and elsewhere in the registration statement, where applicable.
Response: The
Fund does not intend to issue preferred stock within the first year from the effective date of the registration statement.
The Fund, page 15
26. Comment: The third paragraph states in part, “and the Fund does not expect any
secondary market to develop for the Shares in the foreseeable future.” Please add, “if ever,” after “foreseeable
future,” consistent with the description on the second page of the Cover Page.
Response: The
Fund has revised the disclosure accordingly.
27. Comment: The same paragraph also states, “To provide some liquidity to shareholders,
the Adviser will recommend … that the Fund offer to repurchase Shares from Shareholders on a quarterly basis in an amount not to
exceed 5% of the Fund’s net asset value.” Please add disclosure here that there is no assurance repurchases will be conducted.
Response: The
Fund has revised the disclosure accordingly.
7
Investment Program, pages 15-19
Investment Objective and Philosophy
28. Comment: The last paragraph states, “By investing in interests in the Portfolio
Funds sponsored or managed by the Portfolio Fund Managers, the Fund seeks to benefit from the (i) strong performance track record
of each of the Portfolio Fund Managers and (ii) investment expertise, quality of risk management systems, valuation protocols, operational
programs, personnel, accounting and valuation practices and compliance programs that may be associated with a successful global financial
services firm with significant resources, in contrast to a strategy of allocating assets among different funds managed by various unaffiliated
investment advisers which could have highly variable levels of experience, resources and expertise.” (emphasis added)
Please supplementally explain the status
of the Portfolio Fund Managers and the Portfolio Funds. Are any of the Portfolio Fund Managers or Portfolio Funds affiliated with the
Fund? Will the Fund invest in any affiliated Portfolio Funds? We may have additional comments.
Response: The
Fund is aware of the prohibition on transactions with affiliates under Section 17 of the 1940 Act. As an investment company registered
under the 1940 Act, the Fund confirms that it will not make any investments in any affiliated Portfolio Funds or Portfolio Funds managed
by an affiliate of the Fund. The disclosure has been revised to clarify this.
Investment Strategies
29. Comment: Within this section or elsewhere appropriate, please describe any fundamental
policies that cannot be changed without a shareholder vote. See Item 8.2 of Form N-2.
Response: The
Funds has revised t