SecProbe.io

CORRESP
1
filename1.htm

    One International Place

    40th Floor

    100 Oliver Street

    Boston, MA 02110-2605

    +1 617 728 7100 Main

    +1 617 426 6567 Fax

    www.dechert.com

    Christopher Christian

    christopher.christian@dechert.com

    +1 617 728 7173 Direct

August 13, 2024

Timothy Worthington

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-0504

 Re: Wellington Global Multi-Strategy Fund

File Nos: 333-280239, 811-23973

Dear Mr. Worthington:

We are writing in response to
comments provided on July 15, 2024 with respect to the registration statement on Form N-2 (the “Registration Statement”) under
the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940
Act”) filed on June 14, 2024 on behalf of Wellington Global Multi-Strategy Fund (the “Fund”), a closed-end management
investment company. The Fund has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed
below to the Registration Statement. 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 SEC staff’s comments along with our responses to or any supplemental explanations
of such comments, as requested.

General Comments

Comment 1. We note that portions of the
Registration Statement are incomplete. Please ensure all information is included in a pre-effective amendment, including the fee table,
hypothetical expense examples, references to the auditor, auditor’s consent, and seed financial statements. A full financial review
must be performed prior to declaring the Registration Statement effective. We may have additional comments on such portions when the
Fund completes them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally,
or on exhibits added in any amendment.

Response 1. The Fund
understands and acknowledges this comment. The Fund will file a pre-effective amendment to include all outstanding information, including
completed fee table, hypothetical expense examples, auditor consent and seed financials.

      – 1 –

Comment 2. Please advise
the Staff of the status of any exemptive application(s) or no-action request(s) that the Fund or the Adviser, submitted or intends to
submit in connection with your Registration Statement, including with respect to co-investments and multi-class relief.

Response 2. As noted
in the Registration Statement on page vi, the Adviser and the Fund intend to seek exemptive relief that would permit the Fund 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; and (iii) impose class specific annual asset-based distribution fees on the assets of the various classes
of Shares to be used to pay for expenses incurred in fostering the dividend of the Shares of the particular class. The Fund and the Adviser
intend to seek exemptive relief that would expand the Fund’s ability to co-invest alongside affiliates in privately negotiated investments.
The applications have been prepared and are expected to be filed on EDGAR shortly.

Comment 3. Please supplementally
explain if the Fund has presented or will present any “test the waters” materials to potential investors in connection with
this offering. If so, please provide the Staff with copies of such materials.

Response 3. The Fund
has not presented and has no current plans to present “test the waters” materials to potential investors in connection with
this offering.

Comment 4. Please confirm
that any credit agreements the Fund has entered into or will enter into prior to effectiveness will be filed as exhibits to the Registration
Statement.

Response 4. The Fund confirms
that it does not intend to have a credit agreement.

Comment 5. Please confirm
whether the Fund intends to issue preferred or debt securities within a year from the effective date of the Registration Statement.

Response 5. The Fund
confirms that it does not intend to issue preferred or debt securities within a year from the effective date of the Registration Statement.

Comment 6. For clarity,
please consider using separate definitions to refer to (a) strategies that are used by the Fund directly, and (b) private funds in which
the Fund may invest.

Response 6. The Fund
confirms that it shall not invest in any “private fund,” which would be an “investment company” but for the exclusion
from the definition of “investment company” under Section 3(c)(1) or 3(c)(7), to implement the Fund’s investment objective
or strategies.1 Notwithstanding the foregoing, the Fund intends
to gain commodities exposure by investing through a Cayman Islands-domiciled subsidiary company. The disclosure has been revised accordingly.

 1 The Fund may, however, invest in other instruments, such as structured finance vehicles and related financing
structures, that rely on Section 3(c)(1) or 3(c)(7) but are not traditionally considered pooled investment vehicles.

      – 2 –

Cover Page, page i-iii

Comment 7. The Staff notes
that the Registrant has checked as applicable to Registrant, the box that states that the filing, which is an initial registration statement
on Form N-2, “will become effective” when declared effective pursuant to Section 8(c) [emphasis added] of the Securities Act.”
Please ensure that this box is unchecked in the next pre-effective amendment that is filed by Registrant, as Section 8(c) does not apply
to initial registration statements.

Response 7. The Fund
understands and acknowledges this comment. The Fund has updated the disclosure in the pre-effective amendment.

Comment 8. In the “Interval
Fund” sub-section, please disclose the anticipated timing of the Fund’s initial repurchase offer (see Guide 10 to Form N-2).

Response 8. The disclosure
has been revised in response to the Staff’s comment on page i to reflect the change:

“The Fund expects to make
its initial repurchase offer in [-], 2025 and to complete its initial repurchase by [-], 2025.”

Comment 9. Within the last
bold bullet point of Cover Page iii, the Registration Statement first uses the term “Adviser” which is not a defined term.
Please consider defining the term where it is first used.

Response 9. The Fund
notes that the term “Adviser” is defined as “Wellington Management Company LLP” on Cover Page ii in the fourth
sentence of the “Principal Investment Strategies” subsection.

Comment 10. Within the bolded
bullet points, please also disclose that distributions may be funded from sources not available in the future, and that such distributions
may be unrelated to the Fund's performance.

      – 3 –

Response 10. The disclosure
has been revised in response to the Staff’s comment on page iii to reflect the change:

“The Fund’s distributions
may be funded from sources not available in the future, and such distributions may be unrelated to the Fund’s performance.”

Comment 11. Within the bolded
bullet points, please add a separate bullet point that discloses the Fund may charge an incentive fee on net profits including unrealized
gains, and that there is a risk that such unrealized gains which an incentive fee was charged on may never be realized.

Response 11. The disclosure
has been revised in response to the Staff’s comment on page iii to reflect the change:

“The Fund may charge a performance
fee on net profits including unrealized gains. There is a risk that such unrealized gains on which a performance fee is charged may never
be realized.”

Comment 12. The last sentence
of the paragraph discussing exemptive relief states that “There can be no assurance that such co-investment [emphasis added] exemptive
orders will be obtained.” Please delete the word “co-investment” as the Fund will be seeking multiple exemptive orders.

Response 12. The disclosure
has been revised in response to the Staff’s comment on page vi to reflect the change:

“There can be no assurance
that such exemptive orders will be obtained.”

Cover Page – Principal Investment Strategies,
Pages i-ii

Comment 13. The first sentence
states that the Fund seeks to achieve its investment objective by trading in securities opportunistically and taking positions across
a broad range of strategies, including, but not limited to [emphasis added], global macro, long/short equity, credit and market neutral
strategies.” Please revise the disclosure to identify, with specificity, all principal strategies that the Fund intends to utilize.
The current disclosure is unclear. See also Comment 18 below. Please make conforming revisions as applicable.

Response 13. In response
to the Staff’s comment, the Fund has significantly revised the disclosure beginning on page i and has made applicable conforming
revisions in the Registration Statement.

Comment 14. In the first
paragraph the disclosure states that the Fund “may opportunistically take positions in private investment funds or pooled investment
vehicles,” which are then defined as “Underlying Strategies” together with the fund’s direct investments. In the
same subsection, the disclosure states that the Fund’s investments in private funds that rely on Sections 3(c)(1) or 3(c)(7) of
the Investment Company Act of 1940 (the “Act”) will be limited to 15% of net assets.

      – 4 –

 a. Please clarify in the disclosure, if true, that such private funds will be “third party”
investment vehicles. Please disclose the criteria that the Adviser intends to use to select such private fund investments for the Fund.
Please also disclose how the Adviser intends to structure portfolio management to accommodate different Underlying Strategies, i.e. direct
investments vs. investments in private funds. For example, will the Adviser look through a private fund to its investments in determining
exposure to “global macro” strategies?

 b. Please explain supplementally whether the Fund intends to invest in private funds that would rely on
an any exclusion from the definition of investment company other than 3(c)(1) and 3(c)(7). Please also explain supplementally if the Fund
intends to invest in foreign funds and, if so, what kind.

 c. Please confirm supplementally whether the Fund intends to make any commitments to private funds with
respect to its investments.

 d. The Staff also notes that the third paragraph states that “the Fund may also invest up to 5%
of its total assets [emphasis added] (measured at the time of investment) in illiquid private placements that are not readily marketable.”
Please reconcile the disclosure with the statement that the Fund will not invest more than 15% of its net assets in private funds relying
on Section 3(c)(1) and 3(c)(7).

Response 14.

 a. As noted in Response 6 above, the Fund confirms that it shall not invest
in any “private fund,” which would be an “investment company” but for the exclusion from the definition of “investment
company” under Section 3(c)(1) or 3(c)(7), to implement the Fund’s investment objective or strategies.2
Notwithstanding the foregoing, the Fund intends to gain commodities exposure by investing through a Cayman
Islands-domiciled subsidiary company. The disclosure has been revised accordingly to remove any references. See disclosures beginning
on page i.

 2 The Fund may, however, invest in other instruments, such as structured finance vehicles and related financing
structures, that rely on Section 3(c)(1) or 3(c)(7) but are not traditionally considered pooled investment vehicles.

      – 5 –

 b. Please see the response in a. above. Notwithstanding the foregoing, the Fund may obtain exposure to a
diverse array of issuers that may rely on exclusions from the definition of investment company other than Section 3(c)(1) or 3(c)(7).
For example, as stated on page iii, the Fund may invest in real estate investment trusts, which often rely on Section 3(c)(5)(C). The
Fund does not currently intend to invest in foreign funds, except that it intends to utilize a wholly-owned subsidiary organized under
the laws of the Cayman Islands to obtain commodities exposure, as discussed above.

 c. The Fund does not intend to make any commitments to private funds, as noted in the responses above.

 d. The Fund submits that no additional disclosure revisions are necessary in response to this comment in
light of the responses provided above and the resulting changes in disclosure.

Comment 15. In the first
paragraph the disclosure states that, “Wellington Management Company will monitor and evaluate the various Underlying Strategies
in order to reallocate the Fund’s capital across such Underlying Strategies over time, with such reallocations being made at any
time in its sole discretion.” Please also disclose:

 a. The criteria the Adviser will consider when allocating or reallocating Fund assets between strategies.

 b. Any target allocations between strategies.

Response 15.

 a. The disclosure has been revised in response to the Staff’s comment on page ii to reflect the change:

“The Adviser’s allocation and
reallocation of Fund capital to an Underlying Strategy will take into consideration a variety of factors, including but not limited to,
market environment analysis, scenario and sensitivity analysis, stress tests, consistency of returns, correlations, beta (i.e.,
measures of returns relative to applicable markets), volatility, and drawdown analysis.”

 b. The Fund notes that allocations between strategies are intended to be dynamic and not subject to static
targets.

Comment 16. Please clarify
the disclosure in the second paragraph that states the Fund “may [emphasis added] opportunistically take positions in private investment
funds or pooled investment vehicles…” The disclosure should address the principal investments and strategies that the Fund
“will” invest in (as opposed to “may” invest in). Please revise the discussion to more clearly identify the types
of principal investments that will be utilized by a particular Underlying Strategy and/or otherwise clarify the discussion.

      – 6 –

Response 16. In response
to the Staff’s comment, the Fund has significantly revised the disclosure beginning on page i and has made applicable conforming
revisions in the Registration Statement. As noted above, the Fund confirms that it shall not invest in any “private fund,”
which would be an “investment company” but for the exclusion from the definition of “investment company” under
Section 3(c)(1) or 3(c)(7), to implement the Fund’s investment objective or strategies.3

Comment 17. The section
suggests that the Fund will use derivatives. To the extent derivatives will be used as part of the Fund’s principal strategy, please
amend the disclosure to specifically explain how the Fund will use such products.

Response 17. In response
to the Staff’s comment, the Fund has significantly revised the disclosure beginning on page i and has made applicable conforming
revisions in the Registration Statement.

Comment 18. The section
makes use of generic terminology to refer to potential investment products that the Fund will invest in. Please more clearly describe
types of securities and investment products that Fund will purchase and/or sell. Specifically, please clarify, what types of investments
are considered:

 a. “other instruments on equities”

 b. “interest rates”

 c. “credits”

 d. “other debt securities”

 e. “other types of securities and financial instruments”

 f. “other baskets of securities”

 g. “other aggressive instruments and strategies”

 h. “special purpose vehicles”

Response 18. In response
to the Staff’s comment, the Fund has significantly revised the disclosure beginning