Correspondence 0000894189-24-006711 from Rockefeller Municipal Opportunities Fund (CIK 0002033164)
Rockefeller Municipal Opportunities Fund (CIK 0002033164)
Date: Nov. 14, 2024 · CIK: 0002033164 · Accession: 0000894189-24-006711
AI Filing Summary & Sentiment
File numbers found in text: 333-281369, 811-23993
Referenced dates: September 9, 2024
Letter
VIA EDGAR Division of Investment Management Washington, DC 20549 Attention: Ms. Soo Im-Tang Re: Rockefeller Municipal Opportunities Fund (the “Registrant” or the “Fund”) Registration Statement on Form N-2 File Nos. 333-281369; 811-23993
Dear Ms. Im-Tang:
On behalf of the Registrant, we are responding to the staff’s comments dated September 9, 2024, in regard to the Registrant’s initial registration statement on Form N-2 (the “Registration Statement”). For convenience, each comment is restated below, with the response immediately following. To the extent responses herein reflect revised or additional disclosure, such disclosure is included in Pre-Effective Amendment No. 1 to the Registration Statement filed concurrently herewith. All capitalized terms not defined herein have the meaning assigned to them in the Registration Statement; any page references herein refer to the initial Registration Statement.
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, information related to the trustees and officers). 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 Registrant has completed or updated all information that was in brackets or missing in the Registration Statement.
2.Comment: Please inform the staff if a party other than the Fund’s sponsor or an affiliate is providing the Fund with initial seed capital. If so, supplementally identify the party providing the seed capital and describe its relationship with the Fund.
Response: Rockefeller & Co. LLC will provide the initial seed capital.
U.S. Securities and Exchange Commission
November 14, 2024
Page 2
3.Comment: Please tell us if you have presented any test the waters materials to potential investors in connection with this offering. If so, we may have additional comments.
Response: Registrant confirms it has not presented any test the water materials to potential investors.
4.Comment: Please confirm the Fund will file a fidelity bond under Form 40-17G.
Response: The Registrant confirms that it will file a fidelity bond under Form 40-17G, when available.
FACING SHEET
5.Comment: On the facing sheet, please uncheck the box “when declared effective pursuant to section 8(c) of the Securities Act,” as that section relates only to post-effective amendments.
Response: The Registrant has unchecked the referenced box on the facing sheet.
6.Comment: On the facing sheet, please check the box “New Registrant” in your pre-effective amendment(s) as the Fund has been registered for less than 12 calendar months preceding this filing.
Response: The Registrant has checked the referenced box on the facing sheet.
COVER PAGE, pages 1-3
7.Comment: The last sentence of the first paragraph discusses months that repurchase offers are expected to be made. Please cross-reference to those sections in the prospectus that discuss the Fund’s repurchase policies and the attendant risks. See Guide 10 of the Guidelines for Form N-2.
Response: The Registrant has made the requested change.
8.Comment: Under the heading, “Investment Strategy,” the Fund states that it “may invest in derivatives and other instruments that have economic characteristics similar to the Fund’s direct investments that are counted toward the 80% investment requirement.” Please explain supplementally whether these derivatives and other instruments are exempt from federal income tax. If not, please explain why it is appropriate to include such instruments in the Fund’s 80% investment policy. If they are exempt from federal income tax, please modify that tax discussion in the Statement of Additional Information to clarify the tax status of these instruments.
Response: The Fund intends to invest in tender option bonds, which are special purpose trusts into which municipal bonds are deposited. Registrant believes it is appropriate to treat such instruments as municipal securities for purposes of its 80% investment policy because it receives the income from such bonds and is subject to market exposure of such bonds.
9.Comment: Under the heading, “Investment Strategy,” the last sentence of the second paragraph in that section states, “The Fund will select investments without regard to the federal alternative minimum tax (“AMT”).” For clarity, please consider rephrasing this to state that the Fund may select investments that may be subject to the federal alternative minimum tax, or a similar statement.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 3
10.Comment: The first paragraph on page 2 describes that the Fund may invest in “lower rated municipal securities, including high-yield bonds, which are bonds rated below investment grade...” Please specify that these are “junk bonds.”
Response: The Registrant has made the requested change.
11.Comment: Under the heading, “Leverage,” on page 2, please cross-reference to the prospectus discussion regarding the risks associated with a leveraged capital structure. See Guide 1 of the Guidelines for Form N-2 and Item 1.1.j of Form N-2.
Response: The Registrant has made the requested change.
PROSPECTUS SUMMARY, page 5
12.Comment: On page 5, where appropriate, please briefly explain what it means to be a “non-diversified” fund.
Response: The Registrant has made the requested change.
13.Comment: Under the heading, “Securities Offered,” the disclosure states, “The Fund expects that its first repurchase offer will occur in July 2025.” However, page 1 of the Cover Page references “January 2025.” Please reconcile the dates.
Response: The Registrant has changed the date throughout to April 2025.
INVESTMENT OBJECTIVES AND STRATEGIES, pages 5-6
14.Comment: The seventh paragraph on page 6 describes that the Fund “may use derivative instruments ... to enhance total return.” Please briefly explain in the disclosure how the use of derivatives may cause the Fund to be leveraged.
Response: The Registrant has made the requested change.
USE OF LEVERAGE, pages 7-8
15.Comment: The first paragraph of page 7 states that the Fund could issue preferred shares. Please advise whether you intend to offer preferred shares within 12 months of effectiveness of the Registration Statement. If yes, please include the appropriate strategy, risk and fee table disclosure.
Response: Registrant reserves the right to issue preferred shares at any time, but has no present intention to offer preferred shares within 12 months of the effectiveness of its Registration Statement.
16.Comment: In addition to the disclosure about increased costs of issuing preferred shares, please also disclose the other impact to common shareholders of the use preferred shares, such as reduced voting power, dilutions and potentially lower distributions.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 4
PRINCIPAL RISKS OF THE FUND, pages 8-21
17.Comment: Under “Repurchase Offer Risk,” on page 13, the disclosure describes that the Fund currently expects to conduct quarterly repurchase offers for 10% of its outstanding Common Shares “under ordinary circumstances.” Please disclose what is meant by “under ordinary circumstances.”
Response: The Registrant has made the requested change.
SUMMARY OF FUND EXPENSES, page 22
Expense and Fee Table
18.Comment: Under the heading, “Example,” the disclosure states, “As required by relevant SEC regulations … assuming a 5% annual return.(1)” It appears a corresponding narrative to the footnote “(1)” is missing. Please include one or remove the footnote.
Response: The Registrant has made the requested change.
19.Comment: Please consider including a footnote to the table reflecting the fee waiver and reimbursement arrangement between the adviser and the Fund under the Expense Limitation Agreement, also discussed on page 47 of the prospectus.
Response: The Registrant has made the requested change.
20.Comment: In the Example, please prominently disclose that the Example should not be considered a representation of future expenses and that actual expenses may be greater or lesser than those shown. See Instruction 11.d to Item 3.1 of Form N-2.
Response: The Registrant has made the requested change.
Use of Proceeds
21.Comment: The disclosure states that the Fund expects it will be able to invest all or substantially all of the net proceeds of the offering in accordance with its investment objective and policies “within approximately [•] months after receipt of the proceeds...” If the Fund expects this investment period to exceed three months, please disclose the reasons for this expected delay. See Guide 1 of the Guidelines for Form N-2.
Response: Registrant confirms that such period is not expected to exceed three months.
FINANCIAL HIGHLIGHTS
22.Comment: Please provide the financial highlight information required by Item 4 of Form N-2.
Response: The instructions to Item 4 provide that the information required by this item should only be presented for periods subsequent to the effective date of Registrant’s first registration statement under the Securities Act of 1933. Accordingly, Registrant does not believe this item applies.
U.S. Securities and Exchange Commission
November 14, 2024
Page 5
THE FUND’S INVESTMENT OBJECTIVE AND STRATEGIES, pages 23-26
Principal Investment Strategies
23.Comment: The first paragraph in this section states that the Fund may invest in derivatives and other instruments counted towards the 80% investment requirement. Please advise in correspondence whether the Fund’s expected use of derivatives will result in it being a “general derivatives user” subject to the VaR testing and other requirements of Rule 18f-4 under the Investment Company Act of 1940 (“1940 Act”), or if the Fund expects to be a “limited derivatives user” under the Rule. If the Fund will be a general derivatives user under the Rule, please also add to the disclosure in the Registration Statement appropriate risk factors relative to the Fund’s use of derivatives and potential impacts to the Fund of compliance, or lack thereof, with the requirements of Rule 18f-4.
Response: Registrant presently expects to be a limited derivatives user for purposes of Rule 18f-4.
24.Comment: The last sentence of the fourth paragraph states, “Because the Fund may invest in lower-rated and below-investment-grade securities without limit, the Fund’s investments should be considered speculative.” Please also include this language on the Cover Page in bold-faced type. See Item 1.1.j of Form N-2.
Response: The Registrant has made the requested change.
MANAGEMENT OF THE FUND, pages 46-48
Trustees and Officers
25.Comment: The Fund identifies a single trustee that is an interested person, Nicholas Ablahani, who appears to work for U.S. Bank Global Fund Services (“U.S. Bank”) and U.S. Bank serves as the Fund’s primary custodian, transfer agent and administrator. However, the Fund’s disclosures state that “[all of the members of the Board are Independent Trustees, Trustees who are not affiliated with the Adviser or its affiliates, or any other investment adviser or other service provider to the Fund or any underlying fund.” Please reconcile.
Response: Mr. Ablahani served as sole trustee solely for purposes of the formation of the Fund and resigned from the Board upon the appointment of the full board of trustees.
Investment Management Agreement
26.Comment: The last paragraph on page 46 discloses that the Board’s approval of the Fund’s Investment Management Agreement will be available in the Fund’s first report. Please clarify that the Board’s approval will be included in the annual/semi-annual report, and as applicable, please provide the time period covered by the report. See Item 9.1.b.(4) of Form N-2.
Response: The Registrant has made the requested changes.
Portfolio Managers
27.Comment: The disclosure on page 47 states, “The following individuals share primary responsibility for managing the Fund and have served as portfolio managers since the inception of the Fund.” Please specify the date of the “inception of the Fund” in the disclosure.
U.S. Securities and Exchange Commission
November 14, 2024
Page 6
Response: The Fund is newly formed and its inception date cannot be determined until the date of effectiveness of the Registration Statement is known.
28.Comment: With respect to the portfolio managers’ business experience, please provide dates for the business experience disclosed to clarify that the disclosure covers at least the past 5 years. See Item 9.1.c of Form N-2.
Response: The Registrant has made the requested changes.
PLAN OF DISTRIBUTION, page 48
29.Comment: The third sentence of the third paragraph states, “The Common Shares will be offered at NAV per share (plus any applicable sales load) calculated each regular business day.” Please delete “plus an applicable sales load,” since the Fund does not appear to charge a sales load.
Response: Registrant has made the requested change.
30.Comment: The fourth paragraph states, “The Fund and the Distributor have the sole right to accept orders to purchase Common Shares and reserve the right to reject any order in whole or in part.” Please disclose the circumstances in which orders may be rejected.
Response: The Registrant has made the requested change.
31.Comment: Please disclose, as applicable, the basis for any differences in the price at which securities are offered to the public, as individuals and/or as groups, and to officers, directors and employees of the Registrant, its adviser or underwriter. See Item 5.2 of the Form N-2.
Response: Securities of the Registrant as offered and sold at net asset value to all purchasers. Accordingly, this item does not apply.
PERIODIC REPURCHASE OFFERS, page 52
32.Comment: Where appropriate in this section, please disclose: (a) how the repurchases will be funded; (b) the effect of repurchase offers and related liquidity requirements on portfolio management and on the ability of the Registrant to achieve its investment objectives, including the possibility that diminution in the size of the Fund could result from repurchases in the absence of sufficient new sales of the Fund’s shares, and that this may decrease the Fund’s investment opportunities; and (c) the effect that share repurchase offers and related financings might have on expense ratios and on portfolio turnover. See Guide 2 of the Guidelines for Form N-2.
Response: The Registrant has made the requested changes.
DISTRIBUTIONS, page 55
33.Comment: The first sentence of the first paragraph states, “The Fund currently intends to declare income dividends monthly and distribute them to Common Shareholders monthly, which may be rates that reflect past and projected net income of the Fund monthly at rates that reflect the past and projected net income of the Fund.” (Italics added.) Please revise the sentence for clarity as it appears the italicized phrases are duplicates.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 7
DIVIDEND REINVESTMENT PLAN, page 57
34.Comment: Please clarify/enhance the disclosure to descr
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CORRESP
1
filename1.htm
Document
Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
vedderprice.com
November 14, 2024 Deborah Bielicke Eades
Shareholder
+1 312 609 7661
deades@vedderprice.com
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
Attention: Ms. Soo Im-Tang
Re: Rockefeller Municipal Opportunities Fund (the “Registrant” or the “Fund”) Registration Statement on Form N-2
File Nos. 333-281369; 811-23993
Dear Ms. Im-Tang:
On behalf of the Registrant, we are responding to the staff’s comments dated September 9, 2024, in regard to the Registrant’s initial registration statement on Form N-2 (the “Registration Statement”). For convenience, each comment is restated below, with the response immediately following. To the extent responses herein reflect revised or additional disclosure, such disclosure is included in Pre-Effective Amendment No. 1 to the Registration Statement filed concurrently herewith. All capitalized terms not defined herein have the meaning assigned to them in the Registration Statement; any page references herein refer to the initial Registration Statement.
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, information related to the trustees and officers). 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 Registrant has completed or updated all information that was in brackets or missing in the Registration Statement.
2.Comment: Please inform the staff if a party other than the Fund’s sponsor or an affiliate is providing the Fund with initial seed capital. If so, supplementally identify the party providing the seed capital and describe its relationship with the Fund.
Response: Rockefeller & Co. LLC will provide the initial seed capital.
U.S. Securities and Exchange Commission
November 14, 2024
Page 2
3.Comment: Please tell us if you have presented any test the waters materials to potential investors in connection with this offering. If so, we may have additional comments.
Response: Registrant confirms it has not presented any test the water materials to potential investors.
4.Comment: Please confirm the Fund will file a fidelity bond under Form 40-17G.
Response: The Registrant confirms that it will file a fidelity bond under Form 40-17G, when available.
FACING SHEET
5.Comment: On the facing sheet, please uncheck the box “when declared effective pursuant to section 8(c) of the Securities Act,” as that section relates only to post-effective amendments.
Response: The Registrant has unchecked the referenced box on the facing sheet.
6.Comment: On the facing sheet, please check the box “New Registrant” in your pre-effective amendment(s) as the Fund has been registered for less than 12 calendar months preceding this filing.
Response: The Registrant has checked the referenced box on the facing sheet.
COVER PAGE, pages 1-3
7.Comment: The last sentence of the first paragraph discusses months that repurchase offers are expected to be made. Please cross-reference to those sections in the prospectus that discuss the Fund’s repurchase policies and the attendant risks. See Guide 10 of the Guidelines for Form N-2.
Response: The Registrant has made the requested change.
8.Comment: Under the heading, “Investment Strategy,” the Fund states that it “may invest in derivatives and other instruments that have economic characteristics similar to the Fund’s direct investments that are counted toward the 80% investment requirement.” Please explain supplementally whether these derivatives and other instruments are exempt from federal income tax. If not, please explain why it is appropriate to include such instruments in the Fund’s 80% investment policy. If they are exempt from federal income tax, please modify that tax discussion in the Statement of Additional Information to clarify the tax status of these instruments.
Response: The Fund intends to invest in tender option bonds, which are special purpose trusts into which municipal bonds are deposited. Registrant believes it is appropriate to treat such instruments as municipal securities for purposes of its 80% investment policy because it receives the income from such bonds and is subject to market exposure of such bonds.
9.Comment: Under the heading, “Investment Strategy,” the last sentence of the second paragraph in that section states, “The Fund will select investments without regard to the federal alternative minimum tax (“AMT”).” For clarity, please consider rephrasing this to state that the Fund may select investments that may be subject to the federal alternative minimum tax, or a similar statement.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 3
10.Comment: The first paragraph on page 2 describes that the Fund may invest in “lower rated municipal securities, including high-yield bonds, which are bonds rated below investment grade...” Please specify that these are “junk bonds.”
Response: The Registrant has made the requested change.
11.Comment: Under the heading, “Leverage,” on page 2, please cross-reference to the prospectus discussion regarding the risks associated with a leveraged capital structure. See Guide 1 of the Guidelines for Form N-2 and Item 1.1.j of Form N-2.
Response: The Registrant has made the requested change.
PROSPECTUS SUMMARY, page 5
12.Comment: On page 5, where appropriate, please briefly explain what it means to be a “non-diversified” fund.
Response: The Registrant has made the requested change.
13.Comment: Under the heading, “Securities Offered,” the disclosure states, “The Fund expects that its first repurchase offer will occur in July 2025.” However, page 1 of the Cover Page references “January 2025.” Please reconcile the dates.
Response: The Registrant has changed the date throughout to April 2025.
INVESTMENT OBJECTIVES AND STRATEGIES, pages 5-6
14.Comment: The seventh paragraph on page 6 describes that the Fund “may use derivative instruments ... to enhance total return.” Please briefly explain in the disclosure how the use of derivatives may cause the Fund to be leveraged.
Response: The Registrant has made the requested change.
USE OF LEVERAGE, pages 7-8
15.Comment: The first paragraph of page 7 states that the Fund could issue preferred shares. Please advise whether you intend to offer preferred shares within 12 months of effectiveness of the Registration Statement. If yes, please include the appropriate strategy, risk and fee table disclosure.
Response: Registrant reserves the right to issue preferred shares at any time, but has no present intention to offer preferred shares within 12 months of the effectiveness of its Registration Statement.
16.Comment: In addition to the disclosure about increased costs of issuing preferred shares, please also disclose the other impact to common shareholders of the use preferred shares, such as reduced voting power, dilutions and potentially lower distributions.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 4
PRINCIPAL RISKS OF THE FUND, pages 8-21
17.Comment: Under “Repurchase Offer Risk,” on page 13, the disclosure describes that the Fund currently expects to conduct quarterly repurchase offers for 10% of its outstanding Common Shares “under ordinary circumstances.” Please disclose what is meant by “under ordinary circumstances.”
Response: The Registrant has made the requested change.
SUMMARY OF FUND EXPENSES, page 22
Expense and Fee Table
18.Comment: Under the heading, “Example,” the disclosure states, “As required by relevant SEC regulations … assuming a 5% annual return.(1)” It appears a corresponding narrative to the footnote “(1)” is missing. Please include one or remove the footnote.
Response: The Registrant has made the requested change.
19.Comment: Please consider including a footnote to the table reflecting the fee waiver and reimbursement arrangement between the adviser and the Fund under the Expense Limitation Agreement, also discussed on page 47 of the prospectus.
Response: The Registrant has made the requested change.
20.Comment: In the Example, please prominently disclose that the Example should not be considered a representation of future expenses and that actual expenses may be greater or lesser than those shown. See Instruction 11.d to Item 3.1 of Form N-2.
Response: The Registrant has made the requested change.
Use of Proceeds
21.Comment: The disclosure states that the Fund expects it will be able to invest all or substantially all of the net proceeds of the offering in accordance with its investment objective and policies “within approximately [•] months after receipt of the proceeds...” If the Fund expects this investment period to exceed three months, please disclose the reasons for this expected delay. See Guide 1 of the Guidelines for Form N-2.
Response: Registrant confirms that such period is not expected to exceed three months.
FINANCIAL HIGHLIGHTS
22.Comment: Please provide the financial highlight information required by Item 4 of Form N-2.
Response: The instructions to Item 4 provide that the information required by this item should only be presented for periods subsequent to the effective date of Registrant’s first registration statement under the Securities Act of 1933. Accordingly, Registrant does not believe this item applies.
U.S. Securities and Exchange Commission
November 14, 2024
Page 5
THE FUND’S INVESTMENT OBJECTIVE AND STRATEGIES, pages 23-26
Principal Investment Strategies
23.Comment: The first paragraph in this section states that the Fund may invest in derivatives and other instruments counted towards the 80% investment requirement. Please advise in correspondence whether the Fund’s expected use of derivatives will result in it being a “general derivatives user” subject to the VaR testing and other requirements of Rule 18f-4 under the Investment Company Act of 1940 (“1940 Act”), or if the Fund expects to be a “limited derivatives user” under the Rule. If the Fund will be a general derivatives user under the Rule, please also add to the disclosure in the Registration Statement appropriate risk factors relative to the Fund’s use of derivatives and potential impacts to the Fund of compliance, or lack thereof, with the requirements of Rule 18f-4.
Response: Registrant presently expects to be a limited derivatives user for purposes of Rule 18f-4.
24.Comment: The last sentence of the fourth paragraph states, “Because the Fund may invest in lower-rated and below-investment-grade securities without limit, the Fund’s investments should be considered speculative.” Please also include this language on the Cover Page in bold-faced type. See Item 1.1.j of Form N-2.
Response: The Registrant has made the requested change.
MANAGEMENT OF THE FUND, pages 46-48
Trustees and Officers
25.Comment: The Fund identifies a single trustee that is an interested person, Nicholas Ablahani, who appears to work for U.S. Bank Global Fund Services (“U.S. Bank”) and U.S. Bank serves as the Fund’s primary custodian, transfer agent and administrator. However, the Fund’s disclosures state that “[all of the members of the Board are Independent Trustees, Trustees who are not affiliated with the Adviser or its affiliates, or any other investment adviser or other service provider to the Fund or any underlying fund.” Please reconcile.
Response: Mr. Ablahani served as sole trustee solely for purposes of the formation of the Fund and resigned from the Board upon the appointment of the full board of trustees.
Investment Management Agreement
26.Comment: The last paragraph on page 46 discloses that the Board’s approval of the Fund’s Investment Management Agreement will be available in the Fund’s first report. Please clarify that the Board’s approval will be included in the annual/semi-annual report, and as applicable, please provide the time period covered by the report. See Item 9.1.b.(4) of Form N-2.
Response: The Registrant has made the requested changes.
Portfolio Managers
27.Comment: The disclosure on page 47 states, “The following individuals share primary responsibility for managing the Fund and have served as portfolio managers since the inception of the Fund.” Please specify the date of the “inception of the Fund” in the disclosure.
U.S. Securities and Exchange Commission
November 14, 2024
Page 6
Response: The Fund is newly formed and its inception date cannot be determined until the date of effectiveness of the Registration Statement is known.
28.Comment: With respect to the portfolio managers’ business experience, please provide dates for the business experience disclosed to clarify that the disclosure covers at least the past 5 years. See Item 9.1.c of Form N-2.
Response: The Registrant has made the requested changes.
PLAN OF DISTRIBUTION, page 48
29.Comment: The third sentence of the third paragraph states, “The Common Shares will be offered at NAV per share (plus any applicable sales load) calculated each regular business day.” Please delete “plus an applicable sales load,” since the Fund does not appear to charge a sales load.
Response: Registrant has made the requested change.
30.Comment: The fourth paragraph states, “The Fund and the Distributor have the sole right to accept orders to purchase Common Shares and reserve the right to reject any order in whole or in part.” Please disclose the circumstances in which orders may be rejected.
Response: The Registrant has made the requested change.
31.Comment: Please disclose, as applicable, the basis for any differences in the price at which securities are offered to the public, as individuals and/or as groups, and to officers, directors and employees of the Registrant, its adviser or underwriter. See Item 5.2 of the Form N-2.
Response: Securities of the Registrant as offered and sold at net asset value to all purchasers. Accordingly, this item does not apply.
PERIODIC REPURCHASE OFFERS, page 52
32.Comment: Where appropriate in this section, please disclose: (a) how the repurchases will be funded; (b) the effect of repurchase offers and related liquidity requirements on portfolio management and on the ability of the Registrant to achieve its investment objectives, including the possibility that diminution in the size of the Fund could result from repurchases in the absence of sufficient new sales of the Fund’s shares, and that this may decrease the Fund’s investment opportunities; and (c) the effect that share repurchase offers and related financings might have on expense ratios and on portfolio turnover. See Guide 2 of the Guidelines for Form N-2.
Response: The Registrant has made the requested changes.
DISTRIBUTIONS, page 55
33.Comment: The first sentence of the first paragraph states, “The Fund currently intends to declare income dividends monthly and distribute them to Common Shareholders monthly, which may be rates that reflect past and projected net income of the Fund monthly at rates that reflect the past and projected net income of the Fund.” (Italics added.) Please revise the sentence for clarity as it appears the italicized phrases are duplicates.
Response: The Registrant has made the requested change.
U.S. Securities and Exchange Commission
November 14, 2024
Page 7
DIVIDEND REINVESTMENT PLAN, page 57
34.Comment: Please clarify/enhance the disclosure to descr