Correspondence 0001213900-25-039197 from Align Alternative Access Fund (CIK 0002026675)
Align Alternative Access Fund (CIK 0002026675)
Date: May 2, 2025 · CIK: 0002026675 · Accession: 0001213900-25-039197
AI Filing Summary & Sentiment
File numbers found in text: 333-283452, 811-24029
Letter
Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Align Alternative Access Fund: File Nos. 333-283452; 811-24029
Dear Ms. Varghese:
On April 14, 2025, Align Alternative Access Fund (the “Registrant” or the “Trust”) filed an Amended Registration Statement on Form N-2 with the U.S. Securities and Exchange Commission. You provided comment on April 15, 2025. Below, please find a summary of your comments and the Registrant’s responses, which the Registrant has authorized Squire Patton Boggs (US) LLP to make on its behalf. Unless otherwise indicated, capitalized terms used below have the meaning ascribed to them in the Amendment. Please note that added language is in italics and deleted language appears struck through.
PROSPECTUS COMMENTS
1. Comment: Under the heading, “Summary of Risks”, the sixth bullet indicates that the Fund may borrow money for investment purposes, to pay operating expenses, to satisfy repurchase requests from Investors and to otherwise provide the Fund with liquidity. Please explain why the Fee Table on p. 8 does not include a line item for interest on borrowed funds and update the Table to include an estimate for interest to the extent appropriate.
Response: The Registrant does not anticipate borrowing within the first year of the Fund’s operations. Accordingly, the Fee Table on p. 8 does not include a line item for interest on borrowed funds.
The Registrant has retained the aforementioned language regarding borrowing in the Registration Statement to provide flexibility for future borrowing and will update the Fee Table to include a line item for interest if and/or when appropriate.
Over 40 Offices across 4 Continents
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
Squire Patton Boggs (US) LLP Ms. Varghese
VIA E-MAIL May 1, 2025
2. Comment: In Footnote 1 to the Fee Table on p. 8, indicates that Other Expenses are estimated on Fund net assets of $100,000,000. It is not appropriate to use the level of assets expected for the end of the fiscal year to estimate Other Expenses. Please utilize the weighted average or another reasonable approach to estimate Other Expenses and update the Fee Table accordingly.
Response: Other Expenses in the Fee Table on p. 8 have been revised to reflect average net assets of $50,000,000. This average net asset figure was calculated using the estimated fiscal year-end net assets of $100,000,000, modified to reflect a conservative estimate of the timing for Fund purchases. Based upon the Sovereign clients that will invest and existing investment adviser relationships, the Registrant believes these numbers are appropriate.
3. Comment: Footnote (1) to the Fee Table on p. 8 indicates that Other Expenses are estimated on Fund net assets of $100,000,000. If $100,000,000 is the assumed average net asset amount, please provide support for this assumption or revise if necessary. If a revision to such assumption is not made, please represent in your correspondence that the Fee Table will be revised and filed as a sticker if and as soon as the Registrant realizes that the amount currently disclosed will not be sold.
Response: Per the above, Other Expenses in the Fee Table on p. 8 have been revised to reflect average net assets of $50,000,000. The Registrant will file a sticker if their projections are not accurate. Based upon the Sovereign clients that will utilize the Fund, Registrant is confident in the current estimates.
4. Comment: Under the heading, “Tender Offer Fund,” Rule 14e-8 under the Exchange Act of 1934 prohibits announcements of tender offers without the intention to commence such offers within a reasonable time. Please revise the entire registration statement to limit the discussion of tender offers to general information like how tender offers will be funded, any general frequency (i.e., quarterly, semi-annually, annually, etc.), the effect that share repurchases and related financings might have on expense ratios and portfolio turnover, the ability of the Fund to achieve its investment objectives, and potential tax consequences to investors. We believe that specific procedures that the Fund currently intends to follow at the time it makes a tender offer, such as how the price to be paid for tendered shares will be determined, how long the offer will remain open, and when payment will be made are more appropriate to disclose in the tender offer documents sent to investors when an offer is made.
Response: Requested revisions have been made to the registration statement to limit the discussion of tender offers to general information about such tender offers. Specifically, we have also removed items 1-10 list on pages 12-13 of the SAI, as discussed with the Staff.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM COMMENT
5. Comment: The Consent of Independent Registered Public Accounting Firm states that its report “relating to the financial statements and financial highlights” of the Registrant “which are included in Form N-CSR for the period ended March 20, 2025”. These statements are not correct. Please include a revised Consent of Independent Registered Public Accounting Firm which omits the incorrect statements.
Response: The incorrect statements have been omitted from the revised Consent of Independent Registered Public Accounting Firm dated April 23, 2025.
Squire Patton Boggs (US) LLP Ms. Varghese
VIA E-MAIL May 1, 2025
SIGNATURE PAGE
6. Comment: Please add the signature of the Principal Accounting Officer to the signature page and update the “Title” column to indicate that the registration statement has been signed by the Principal Accounting Officer.
Response: The registration statement has been signed by the Registrant’s Principal Financial Officer, Frederick Teufel. The additional title of Principal Accounting Officer has been added.
If you have any questions concerning this request, please contact the undersigned at +1.513.361.1249.
Best regards,
/s/ Cassandra W. Borchers
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CORRESP
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filename1.htm
Squire Patton Boggs (US) LLP
201 E. Fourth St., Suite 1900
Cincinnati, Ohio 45202
O +1 513 361 1200
F +1 513 361 1201
squirepattonboggs.com
Cassandra W. Borchers
T +1 513 361 1200
cassandra.borchers@squirepb.com
May 1, 2025
VIA E-MAIL AND EDGAR CORRESPONDENCE
Ms. Thankam Varghese
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street,
N.E.
Washington, D.C. 20549
Re: Align Alternative Access Fund: File Nos. 333-283452;
811-24029
Dear Ms. Varghese:
On April 14, 2025, Align Alternative
Access Fund (the “Registrant” or the “Trust”) filed an Amended Registration Statement on Form N-2 with the U.S.
Securities and Exchange Commission. You provided comment on April 15, 2025. Below, please find a summary of your comments and the Registrant’s
responses, which the Registrant has authorized Squire Patton Boggs (US) LLP to make on its behalf. Unless otherwise indicated, capitalized
terms used below have the meaning ascribed to them in the Amendment. Please note that added language is in italics and deleted language
appears struck through.
PROSPECTUS COMMENTS
1. Comment: Under the heading, “Summary of Risks”, the sixth bullet indicates that the
Fund may borrow money for investment purposes, to pay operating expenses, to satisfy repurchase requests from Investors and to otherwise
provide the Fund with liquidity. Please explain why the Fee Table on p. 8 does not include a line item for interest on borrowed funds
and update the Table to include an estimate for interest to the extent appropriate.
Response: The Registrant
does not anticipate borrowing within the first year of the Fund’s operations. Accordingly, the Fee Table on p. 8 does not include
a line item for interest on borrowed funds.
The Registrant has retained the
aforementioned language regarding borrowing in the Registration Statement to provide flexibility for future borrowing and will update
the Fee Table to include a line item for interest if and/or when appropriate.
Over 40 Offices across 4 Continents
Squire Patton Boggs (US) LLP is part of the international
legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
Squire Patton Boggs (US) LLP
Ms. Varghese
VIA E-MAIL
May 1, 2025
2. Comment: In Footnote 1 to the Fee Table on p. 8, indicates that Other Expenses
are estimated on Fund net assets of $100,000,000. It is not appropriate to use the level of assets expected for the end of the fiscal
year to estimate Other Expenses. Please utilize the weighted average or another reasonable approach to estimate Other Expenses and update
the Fee Table accordingly.
Response: Other Expenses
in the Fee Table on p. 8 have been revised to reflect average net assets of $50,000,000. This average net asset figure was calculated
using the estimated fiscal year-end net assets of $100,000,000, modified to reflect a conservative estimate of the timing for Fund purchases.
Based upon the Sovereign clients that will invest and existing investment adviser relationships, the Registrant believes these numbers
are appropriate.
3. Comment: Footnote (1) to the Fee Table on p. 8 indicates that Other Expenses are estimated on Fund
net assets of $100,000,000. If $100,000,000 is the assumed average net asset amount, please provide support for this assumption or revise
if necessary. If a revision to such assumption is not made, please represent in your correspondence that the Fee Table will be revised
and filed as a sticker if and as soon as the Registrant realizes that the amount currently disclosed will not be sold.
Response: Per the above,
Other Expenses in the Fee Table on p. 8 have been revised to reflect average net assets of $50,000,000. The Registrant will file a sticker
if their projections are not accurate. Based upon the Sovereign clients that will utilize the Fund, Registrant is confident in the current
estimates.
4. Comment: Under the heading, “Tender Offer Fund,” Rule 14e-8
under the Exchange Act of 1934 prohibits announcements of tender offers without the intention to commence such offers within a reasonable
time. Please revise the entire registration statement to limit the discussion of tender offers to general information like how tender
offers will be funded, any general frequency (i.e., quarterly, semi-annually, annually, etc.), the effect that share repurchases and related
financings might have on expense ratios and portfolio turnover, the ability of the Fund to achieve its investment objectives, and potential
tax consequences to investors. We believe that specific procedures that the Fund currently intends to follow at the time it makes a tender
offer, such as how the price to be paid for tendered shares will be determined, how long the offer will remain open, and when payment
will be made are more appropriate to disclose in the tender offer documents sent to investors when an offer is made.
Response: Requested revisions
have been made to the registration statement to limit the discussion of tender offers to general information about such tender offers.
Specifically, we have also removed items 1-10 list on pages 12-13 of the SAI, as discussed with the Staff.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM COMMENT
5. Comment: The Consent of Independent Registered Public Accounting Firm states
that its report “relating to the financial statements and financial highlights” of the Registrant “which are included
in Form N-CSR for the period ended March 20, 2025”. These statements are not correct. Please include a revised Consent of Independent
Registered Public Accounting Firm which omits the incorrect statements.
Response:
The incorrect statements have been omitted from the revised Consent of Independent Registered Public Accounting Firm dated April 23,
2025.
2
Squire Patton Boggs (US) LLP
Ms. Varghese
VIA E-MAIL
May 1, 2025
SIGNATURE PAGE
6. Comment: Please add the signature of the Principal Accounting Officer to the signature page and
update the “Title” column to indicate that the registration statement has been signed by the Principal Accounting Officer.
Response: The registration statement has been signed by the
Registrant’s Principal Financial Officer, Frederick Teufel. The additional title of Principal Accounting Officer has been added.
If you have any questions concerning this request, please
contact the undersigned at +1.513.361.1249.
Best regards,
/s/ Cassandra W. Borchers
Cassandra W. Borchers
Partner
CC: Ashley Vroman-Lee
Charles Failla
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