Correspondence 0001398344-25-002508 from Align Alternative Access Fund (CIK 0002026675)
Align Alternative Access Fund (CIK 0002026675)
Date: Feb. 12, 2025 · CIK: 0002026675 · Accession: 0001398344-25-002508
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. Vroman-Lee:
On November 25, 2024, Align Alternative Access Fund (the “Registrant” or the “Trust”) filed a Registration Statement on Form N-2 with the U.S. Securities and Exchange Commission. You provided comment on December 19, 2024. Below, please find a summary of your comments and the Registrant’s responses, which the Registrant has authorized Thompson Hine 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, “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.
2. Comment: Please bold the bullets under “Distributions” and “Certain Risks.”
Response: The bullets under “Distributions” and “Certain Risks” have been bolded.
3. Comment: The disclosure on page 1 says the Fund may “at the Adviser’s discretion, invest all of its assets in income-oriented securities.” Please disclose: (1) under what circumstances the Fund may invest all assets in income-oriented securities; and (2) how the Fund is defining “tactical reasons.” (page 1)
Response: The Registrant has included the following disclosures regarding investment of all assets in income oriented securities and how the Fund is defining “tactical reasons”:
“While the Fund typically expects to invest primarily in Alternatives, the Fund may, at the Adviser’s discretion, invest all of its assets in income-oriented securities in response to adverse market, economic, political, or other conditions.”
February 12, 2024
Page 2
4. Comment: Under the heading, “Adviser’s Investment Strategy,” please disclose how the Fund is defining “by tactically investing.” (page 1)
Response: The Registrant has included the following disclosure defining “by tactically investing:”
“The Adviser seeks to achieve the Fund's investment objective by “tactically” investing and divesting, thereby adjusting the Fund’s asset allocations to benefit from perceived market inefficiencies or imbalances in values among different assets or asset classes…”
5. Comment: Under the heading, “Adviser’s Investment Strategy,” the disclosure says the Fund has the right to “select alternative methods to invest the Fund’s assets.” Please revise the term “alternative methods” so as not to potentially confuse investors as the term “alternative” is used in the Fund’s name. (page 1)
Response: Clarifying revisions have been made.
6. Comment: Please disclose how the Adviser will evaluate management experience, historical performance, and operational expenses of a private fund as this information may be difficult to obtain. (page 1)
Response: The Registrant has included the following disclosure:
“In addition to considering the expected performance of an asset class held by a public fund or private fund, the Adviser evaluates management experience, historical performance and operational expenses of such funds through research and a review of publicly and privately available materials, including prospectuses and private placement memoranda.”
7. Comment: On page 12, disclosure says there is no pre-determined asset allocation for the securities in which the Fund invests. Please include this disclosure in the summary section.
Response: Requested revision has been made to the summary section.
8. Comment: Please consider clarifying the disclosure to explain how the various investments disclosed on pages 2-3 will provide exposure to Alternatives, or income-producing securities, or if the investments are part of a separate investment or non-principal investment strategy.
Response: Requesting clarifying revisions have been made to explain when the Fund may increase exposure to income-producing securities.
February 12, 2024
Page 3
9. Comment: Please disclose more details regarding how the Adviser is considering “depth of resources of management, consistency of investment process, prior investment performance, expenses and purity of exposure to an asset class” referenced on page 2.
Response: The Registrant has included the following disclosure:
“The Adviser evaluates private funds based on the depth of resources of management, consistency of investment process, prior investment performance, expenses, and purity of exposure to an asset class using information contained in such private funds’ materials, including private placement memoranda, and gained from the Adviser’s relationships with the management of such private funds.”
10. Comment: Under the heading, “Private Funds,” please disclose how the Fund is defining investment advisers who have a “demonstrated ability to invest successfully.” (page 2).
Response: The Registrant has revised the disclosure to clarify the Adviser aims to invest in private funds managed by investment advisers who the Adviser believes have demonstrated an ability to invest successfully.
11. Comment: Under the heading, “Private Funds,” please disclose known sectors in which the Fund will invest. (page 2)
Response: The Fund plans to pursue investments in credit, real estate, or equity strategies without preference to any sector in which such private funds may invest.
12. Comment: Under the heading, “Public Funds,” the disclosure says the Fund’s strategy is to allocate the Fund’s assets between Alternatives or income-oriented securities. Please disclose if investments in public funds referenced on page 2 will provide exposure to Alternatives or provide income, or otherwise revise the discussion of the Fund’s strategy to include discussion of the Fund’s investments in public funds. (page 2)
Response: The Registrant has included the following disclosure:
“The Fund may invest in equity shares of mutual funds, ETFs, CEFs, and BDCs in order to gain indirect exposure to Alternatives or income-oriented securities.”
13. Comment: Please supplementally explain whether the Fund wholly-owns or primarily controls any entity that primarily engages in investment activities in securities or other assets, and whether the Fund expects to wholly-own or primarily control any such entity. Please note that “primarily controlled” means: (1) the Fund controls the entity within the meaning of Section 2(a)(9) of the 1940 Act; and (2) the Fund’s control of the entity is greater than that of any other person. (page 3)
Response: The Fund does not currently have a wholly-owned or primarily controlled subsidiary. Nor does it expect to have one. However, it reserves the right to do so.
February 12, 2024
Page 4
14. Comment: Please confirm all risks disclosed relate to a strategy disclosed in the “Adviser’s Investment Strategy” section. For example, secondary investments, junk bonds and restricted securities are not disclosed in the Adviser’s Investment Strategy section. (page 6)
Response: Registrant confirms the risks disclosed relate to the Adviser’s Investment Strategy.
15. Comment: Under the heading, “Fund Expenses,” the table discloses “interest expense on borrowed funds.” If borrowing is part of the Fund’s principal investment strategy, please disclose in the discussion of the Fund’s investment strategy, including how the Fund intends to obtain leverage. (page 9)
Response: The requested revisions have been made.
16. Comment: Please revise the example to present expenses based on $1,000, instead of $50,000. See Item 3 of Form N-2. (page 9)
Response: The example has been updated to reflect a $1,000 investment.
17. Comment: Under the heading, “Use of Proceeds,” please disclose how long it will take to invest all or substantially all the proceeds from the offering in accordance with the Fund’s investment objective. If the Fund expects to take longer than three months to invest all net proceeds, please state the reasons for the expected delay. Please note that it should not take longer than six months to invest all proceeds. See Item 7 and Guide 1 to Form N-2. (page 10)
Response: The Registrant has included the following disclosure:
“The net proceeds of the continuous offering of shares are invested as soon as reasonably practicable, and in no event more than 3 months after receipt, in accordance with the Fund's investment objective and policies (as stated below) as soon as practicable after receipt.”
18. Comment: Under the heading, “Options,” the disclosure says the Fund may buy/sell options on equity securities, such as stocks or ETFs. Please also consider disclosing what types of stocks or ETFs the Fund will typically use for its options strategies. For example, will these stocks or ETFs typically provide exposure to alternative investments, or will they be income-producing securities? (page 14)
Response: The Registrant has included the following disclosure:
“The Fund may also deploy option strategies by selling options on a portfolio of underlying equity securities, such as stocks or ETFs, regardless of the income producing qualities of such securities or whether they offer exposure to Alternatives. In any event, the securities on which the Fund may sell options shall be highly liquid with an active options market.”
19. Comment: Under the heading, “Short Puts,” please consider revising the disclosure to explain that short puts are options on securities that the Fund does not own. (page 14)
Response: The requested revision has been made.
February 12, 2024
Page 5
20. Comment: Under the heading, “Private Fund Risk,” disclosure says, “in addition to valuation risk, an investor in a privately offered pooled investment vehicle is not entitled to the protections of the 1940 Act.” Please clarify this disclosure as it is potentially misleading as the investors of the Fund will have the protections of the 1940 Act (the Fund is registering under the 1940 Act) but the underlying fund in which the Fund invests, may not. (page 15)
Response: The Registrant has included the following disclosure:
“For the avoidance of doubt, regardless of any investment by the Fund in a privately offered pooled investment vehicle, an investment in the Fund shall not be a direct investment in a privately offered pooled investment vehicle and shareholders in the Fund shall remain entitled to the protections of the 1940 Act in connection with their investment in the Fund.”
21. Comment: In the top paragraph on page 23, disclosure says, “Privately offer pooled investment vehicles need not have independent boards, may not require shareholder approval of advisory contracts, may leverage to an unlimited extent, and may engage in joint transactions with affiliates.” We note the included disclosure referencing leverage. Please also include the risks of not having independent boards, not requiring shareholder approval of an advisory contract, and engaging in joint transactions. (page 16)
Response: The requested revisions have been made.
22. Comment: Under the heading, “Taxation Risk,” please disclose the risks presented by investments in payable-in-kind (“PIK”) and original issue discount (“OID”) securities, including:
a. The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan;
b. The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments;
c. Market prices of OID instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash;
d. PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral; and
e. Use of PIK and OID securities may provide certain benefits to the Fund’s adviser including increasing management fees.
Response: Upon review, the Registrant has revised discussion of PIK and OID.
23. Comment: Please consider making the discussion of Valuation Risk more prominent. For example, please consider listing this earlier in the discussion of risk factors. (page 25)
Response: Valuation Risk has been moved earlier in the discussion of risk factors.
February 12, 2024
Page 6
24. Comment: Under the heading, “Portfolio Manager,” please include information required by Item 21 of Form N-2. (page 27)
Response: A disclosure indicating that the SAI provides the information called for in Item 21 of Form N-2 (additional information about the Portfolio Manager’s compensation, other accounts managed by the Portfolio Manager, and the Portfolio Manager’s ownership of securities in the Fund) has been added.
25. Comment: Under the heading, “Administrator,” please describe the compensation to be paid to the Administrator. See Item 9.1.d of Form N-2.
Response: A description of the compensation to be paid to the Administrator has been included.
26. Comment: Under the heading, “Distribution Policy,” please disclose if the Board can change the distribution policy without shareholder approval. (page 35)
Response: The Registrant has included the following disclosure:
“The Board reserves the right to change, without approval of the Fund’s shareholders, the Fund’s distribution policy from time to time.”
27. Comment: Under the heading, “Dividend Reinvestment Policy,” please disclose as applicable:
a. That an investor holding shares that participate in the DRIP in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the DRIP.
b. If a cash purchase plan option is available, any minimum or maximum investment required.
Response: The requested revisions have been made.
28. Comment: Under the heading, “Anti-Takeover Provisions in the Declaration of Trust,” we note that the state in which your Fund (Delaware) is organized does not have a control share acquisition statute specifically applicable to the Fund. As such, please describe in the prospectus the material terms of the provisions, and state that recent federal and Massachusetts state court precedent has found that such control share acquisition provisions are not consistent with the 1940 Act. Also disclose in the prospectus that the no-action position expressed in the Staff Statement on Co
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CORRESP
1
filename1.htm
February 12, 2025
VIA E-MAIL AND EDGAR CORRESPONDENCE
Ashley Vroman-Lee
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. Vroman-Lee:
On November 25, 2024, Align Alternative Access Fund
(the “Registrant” or the “Trust”) filed a Registration Statement on Form N-2 with the U.S. Securities and Exchange
Commission. You provided comment on December 19, 2024. Below, please find a summary of your comments and the Registrant’s responses,
which the Registrant has authorized Thompson Hine 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, “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.
2. Comment: Please bold the bullets under “Distributions” and “Certain Risks.”
Response: The bullets under “Distributions”
and “Certain Risks” have been bolded.
3. Comment: The disclosure on page 1 says the Fund may “at the Adviser’s discretion, invest
all of its assets in income-oriented securities.” Please disclose: (1) under what circumstances the Fund may invest all assets in
income-oriented securities; and (2) how the Fund is defining “tactical reasons.” (page 1)
Response: The Registrant has included
the following disclosures regarding investment of all assets in income oriented securities and how the Fund is defining “tactical
reasons”:
“While the Fund
typically expects to invest primarily in Alternatives, the Fund may, at the Adviser’s discretion, invest all of its assets in income-oriented
securities in response to adverse market, economic, political, or other conditions.”
February 12, 2024
Page 2
4. Comment: Under the heading, “Adviser’s Investment Strategy,” please disclose
how the Fund is defining “by tactically investing.” (page 1)
Response: The Registrant has included
the following disclosure defining “by tactically investing:”
“The Adviser
seeks to achieve the Fund's investment objective by “tactically” investing and divesting, thereby adjusting the Fund’s
asset allocations to benefit from perceived market inefficiencies or imbalances in values among different assets or asset classes…”
5. Comment: Under the heading, “Adviser’s Investment Strategy,” the disclosure says
the Fund has the right to “select alternative methods to invest the Fund’s assets.” Please revise the term “alternative
methods” so as not to potentially confuse investors as the term “alternative” is used in the Fund’s name. (page
1)
Response: Clarifying revisions have
been made.
6. Comment: Please disclose how the Adviser will evaluate management experience, historical performance,
and operational expenses of a private fund as this information may be difficult to obtain. (page 1)
Response: The Registrant has included
the following disclosure:
“In addition
to considering the expected performance of an asset class held by a public fund or private fund, the Adviser evaluates management experience,
historical performance and operational expenses of such funds through research and a review of publicly and privately available materials,
including prospectuses and private placement memoranda.”
7. Comment: On page 12, disclosure says there is no pre-determined asset allocation for the securities
in which the Fund invests. Please include this disclosure in the summary section.
Response: Requested revision has
been made to the summary section.
8. Comment: Please consider clarifying the disclosure to explain how the various investments disclosed
on pages 2-3 will provide exposure to Alternatives, or income-producing securities, or if the investments are part of a separate investment
or non-principal investment strategy.
Response: Requesting clarifying
revisions have been made to explain when the Fund may increase exposure to income-producing securities.
February 12, 2024
Page 3
9. Comment: Please disclose more details regarding how the Adviser is considering “depth of
resources of management, consistency of investment process, prior investment performance, expenses and purity of exposure to an asset
class” referenced on page 2.
Response: The Registrant has included
the following disclosure:
“The Adviser evaluates private funds based on the depth
of resources of management, consistency of investment process, prior investment performance, expenses, and purity of exposure to an asset
class using information contained in such private funds’ materials, including private placement memoranda, and gained from the Adviser’s
relationships with the management of such private funds.”
10. Comment: Under the heading, “Private Funds,” please disclose how the Fund is defining
investment advisers who have a “demonstrated ability to invest successfully.” (page 2).
Response: The Registrant has revised
the disclosure to clarify the Adviser aims to invest in private funds managed by investment advisers who the Adviser believes have
demonstrated an ability to invest successfully.
11. Comment: Under the heading, “Private Funds,” please disclose known sectors in which
the Fund will invest. (page 2)
Response: The Fund plans to pursue
investments in credit, real estate, or equity strategies without preference to any sector in which such private funds may invest.
12. Comment: Under the heading, “Public Funds,” the disclosure says the Fund’s strategy
is to allocate the Fund’s assets between Alternatives or income-oriented securities. Please disclose if investments in public funds
referenced on page 2 will provide exposure to Alternatives or provide income, or otherwise revise the discussion of the Fund’s strategy
to include discussion of the Fund’s investments in public funds. (page 2)
Response: The Registrant has included
the following disclosure:
“The Fund may invest in equity shares
of mutual funds, ETFs, CEFs, and BDCs in order to gain indirect exposure to Alternatives or income-oriented securities.”
13. Comment: Please supplementally explain whether the Fund wholly-owns or primarily controls any entity
that primarily engages in investment activities in securities or other assets, and whether the Fund expects to wholly-own or primarily
control any such entity. Please note that “primarily controlled” means: (1) the Fund controls the entity within the meaning
of Section 2(a)(9) of the 1940 Act; and (2) the Fund’s control of the entity is greater than that of any other person. (page 3)
Response: The Fund does not currently
have a wholly-owned or primarily controlled subsidiary. Nor does it expect to have one. However, it reserves the right to do so.
February 12, 2024
Page 4
14. Comment: Please confirm all risks disclosed relate to a strategy disclosed in the “Adviser’s
Investment Strategy” section. For example, secondary investments, junk bonds and restricted securities are not disclosed in the
Adviser’s Investment Strategy section. (page 6)
Response: Registrant confirms the
risks disclosed relate to the Adviser’s Investment Strategy.
15. Comment: Under the heading, “Fund Expenses,” the table discloses “interest expense
on borrowed funds.” If borrowing is part of the Fund’s principal investment strategy, please disclose in the discussion of
the Fund’s investment strategy, including how the Fund intends to obtain leverage. (page 9)
Response: The requested revisions
have been made.
16. Comment: Please revise the example to present expenses based on $1,000, instead of $50,000. See
Item 3 of Form N-2. (page 9)
Response: The example has been updated
to reflect a $1,000 investment.
17. Comment: Under the heading, “Use of Proceeds,” please disclose how long it will take
to invest all or substantially all the proceeds from the offering in accordance with the Fund’s investment objective. If the Fund
expects to take longer than three months to invest all net proceeds, please state the reasons for the expected delay. Please note that
it should not take longer than six months to invest all proceeds. See Item 7 and Guide 1 to Form N-2. (page 10)
Response: The Registrant has included
the following disclosure:
“The net proceeds of the continuous
offering of shares are invested as soon as reasonably practicable, and in no event more than 3 months after receipt, in accordance with
the Fund's investment objective and policies (as stated below) as soon as practicable after receipt.”
18. Comment: Under the heading, “Options,” the disclosure says the Fund may buy/sell options
on equity securities, such as stocks or ETFs. Please also consider disclosing what types of stocks or ETFs the Fund will typically use
for its options strategies. For example, will these stocks or ETFs typically provide exposure to alternative investments, or will they
be income-producing securities? (page 14)
Response: The Registrant has included
the following disclosure:
“The Fund may also deploy option
strategies by selling options on a portfolio of underlying equity securities, such as stocks or ETFs, regardless of the income producing
qualities of such securities or whether they offer exposure to Alternatives. In any event, the securities on which the Fund may sell options
shall be highly liquid with an active options market.”
19. Comment: Under the heading, “Short Puts,” please consider revising the disclosure to
explain that short puts are options on securities that the Fund does not own. (page 14)
Response: The requested revision
has been made.
February 12, 2024
Page 5
20. Comment: Under the heading, “Private Fund Risk,” disclosure says, “in addition
to valuation risk, an investor in a privately offered pooled investment vehicle is not entitled to the protections of the 1940 Act.”
Please clarify this disclosure as it is potentially misleading as the investors of the Fund will have the protections of the 1940 Act
(the Fund is registering under the 1940 Act) but the underlying fund in which the Fund invests, may not. (page 15)
Response: The Registrant has included
the following disclosure:
“For the avoidance of doubt, regardless of any investment
by the Fund in a privately offered pooled investment vehicle, an investment in the Fund shall not be a direct investment in a privately
offered pooled investment vehicle and shareholders in the Fund shall remain entitled to the protections of the 1940 Act in connection
with their investment in the Fund.”
21. Comment: In the top paragraph on page 23, disclosure says, “Privately offer pooled investment
vehicles need not have independent boards, may not require shareholder approval of advisory contracts, may leverage to an unlimited extent,
and may engage in joint transactions with affiliates.” We note the included disclosure referencing leverage. Please also include
the risks of not having independent boards, not requiring shareholder approval of an advisory contract, and engaging in joint transactions.
(page 16)
Response: The requested revisions
have been made.
22. Comment: Under the heading, “Taxation Risk,” please disclose the risks presented by
investments in payable-in-kind (“PIK”) and original issue discount (“OID”) securities, including:
a. The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when
the deferred payments are due in cash at the maturity of the loan;
b. The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments
and the higher credit risk of borrowers who may need to defer interest payments;
c. Market prices of OID instruments are more volatile because they are affected to a greater extent by interest
rate changes than instruments that pay interest periodically in cash;
d. PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability
of the deferred payments and the value of the associated collateral; and
e. Use of PIK and OID securities may provide certain benefits to the Fund’s adviser including increasing
management fees.
Response: Upon review, the Registrant
has revised discussion of PIK and OID.
23. Comment: Please consider making the discussion of Valuation Risk more prominent. For example, please
consider listing this earlier in the discussion of risk factors. (page 25)
Response: Valuation Risk has been
moved earlier in the discussion of risk factors.
February 12, 2024
Page 6
24. Comment: Under the heading, “Portfolio Manager,” please include information required
by Item 21 of Form N-2. (page 27)
Response: A disclosure indicating
that the SAI provides the information called for in Item 21 of Form N-2 (additional information about the Portfolio Manager’s compensation,
other accounts managed by the Portfolio Manager, and the Portfolio Manager’s ownership of securities in the Fund) has been added.
25. Comment: Under the heading, “Administrator,” please describe the compensation to be
paid to the Administrator. See Item 9.1.d of Form N-2.
Response: A description of the compensation
to be paid to the Administrator has been included.
26. Comment: Under the heading, “Distribution Policy,” please disclose if the Board can
change the distribution policy without shareholder approval. (page 35)
Response: The Registrant has included
the following disclosure:
“The Board reserves the right to change, without approval
of the Fund’s shareholders, the Fund’s distribution policy from time to time.”
27. Comment: Under the heading, “Dividend Reinvestment Policy,” please disclose as applicable:
a. That an investor holding shares that participate in the DRIP in a brokerage account may not be able to
transfer the shares to another broker and continue to participate in the DRIP.
b. If a cash purchase plan option is available, any minimum or maximum investment required.
Response: The requested revisions
have been made.
28. Comment: Under the heading, “Anti-Takeover
Provisions in the Declaration of Trust,” we note that the state in which your Fund
(Delaware) is organized does not have a control share acquisition statute specifically applicable
to the Fund. As such, please describe in the prospectus the material terms of the provisions,
and state that recent federal and Massachusetts state court precedent has found that such
control share acquisition provisions are not consistent with the 1940 Act. Also disclose
in the prospectus that the no-action position expressed in the Staff Statement on Co