Correspondence 0001628280-24-047306 from New Mountain Private Credit Fund (CIK 0002037804)
New Mountain Private Credit Fund (CIK 0002037804)
Date: Nov. 12, 2024 · CIK: 0002037804 · Accession: 0001628280-24-047306
AI Filing Summary & Sentiment
File numbers found in text: 000-56694
Letter
Via EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: New Mountain Private Credit Fund Registration Statement on Form 10 (File No. 000-56694)
Dear Ms. Dubey:
On behalf of New Mountain Private Credit Fund (the “Fund”), we hereby transmit to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) responses to comments received from the Staff on October 22, 2024 relating to the above-referenced registration statement on Form 10, filed with the SEC on September 27, 2024 (the “Registration Statement”).
Together with this response, the Fund has filed an amended Registration Statement on EDGAR. For convenience of reference, the Staff’s comments have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the amended Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Summary Risk Factors (pages 5 – 6)
1.Comment: On page 6, the eighth bulleted risk factor refers to “Other New Mountain Clients” Please define this term here as this appears to be the first place this term is used.
Response: The Fund respectfully advises that is has defined the term on page 1 under “Explanatory Note.”
Securities and Exchange Commission
November 12, 2024
Item 1. Business (pages 7 – 39)
2.Comment: The fourth sentence states that the Fund is non-diversified. Please disclose the risks of being non-diversified in the Risk Factors section.
Response: The Fund has revised the Registration Statement accordingly.
3.Comment: On page 7, the third sentence identifies the Fund’s investment objectives. Please consider revising this sentence to split it into two sentences so that the language describing the types of investments the Fund will make (i.e., “through the sourcing and origination of senior secured loans and select junior capital positions in growing businesses in defensive industries that offer attractive risk-adjusted returns”) is in a separate sentence from the investment objectives.
Response: The Fund has revised the Registration Statement accordingly.
4.Comment: On page 7, in the second to last sentence of the second paragraph under “Background – About New Mountain”, please disclose how the Fund defines “secularly challenged”.
Response: The Fund considers a secularly challenged industry to be an industry that faces systemic headwinds that adversely affect the entire industry (e.g., if aspects of the industry are becoming obsolete). The Fund has revised the disclosure to add further clarification.
5.Comment: On page 7, in the last sentence of the second paragraph under “Background – About New Mountain”, please clarify what “power alleys” means.
Response: The Fund respectively advises that “power alleys” refer to areas in which New Mountain has developed strong research and operational advantages. The Fund has revised the disclosure to add further clarification.
6.Comment: On page 8, the first sentence of the first full paragraph refers to a publicly-traded business development company and its ticker symbol. Please identify such business development company by name.
Response: The Fund has revised the Registration Statement accordingly.
7.Comment: On page 9, under “Investment Objective and Strategy”, the second to last sentence of the first paragraph states that the Fund’s investment strategy will focus on primary originations, but it may also include secondary originations. Please disclose what primary originations and secondary originations are.
Response: The Fund has revised the Registration Statement to clarify that primary originations are loans that the Fund provides directly to the borrower and that secondary market purchases are the Fund acquiring a loan that has previously been made to the borrower from another lender.
Securities and Exchange Commission
November 12, 2024
8.Comment: On page 9, under “Investment Objective and Strategy”, the first sentence of the last paragraph states that the Fund intends to target a leverage ratio of approximately 0.9x to 1.1x debt to equity. Please clarify what this debt to equity ratio means for purposes of the amount of leverage the Fund intends to target.
Response: The Fund has revised the Registration Statement to clarify that this means borrowings equal to 0.9 to 1.1 multiplied by the Fund’s net asset value.
9.Comment: On page 10, the last paragraph under “Target Assets” states that the Fund may make investments through wholly-owned subsidiaries, but defines the term “subsidiary” to include primarily controlled entities. If the Fund only intends to use wholly owned subsidiaries, please: (i) revise the definition of “subsidiary to replace “primarily controlled” with “wholly-owned”; and (ii) disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund. If the Fund intends to use primarily controlled subsidiaries, please revise the first sentence of the last paragraph under “Target Assets” to replace “wholly-owned” with “primarily controlled”.
Response: The Fund respectfully advises that it may have one or more wholly owned or primarily controlled subsidiaries and has revised the Registration Statement accordingly. The Fund considers an entity to be primarily controlled when the Fund has sole majority voting control over the entity. The term “subsidiary” hereinafter refers to wholly-owned and primarily controlled subsidiaries.
10.Comment: Please respond to the following comments with respect to subsidiaries as defined in response to comment 8 above.
a.Disclose that the Fund complies with the provisions of the Investment Company Act of 1940 (“1940 Act”) governing capital structure and leverage (Section 18, as modified by Section 61) on an aggregate basis with the subsidiaries.
Response: The Fund respectfully advises that the above requested disclosure is included in the last sentence of the last paragraph under “Target Assets” beginning on page 10 and, accordingly, declines to revise the disclosure.
b.Disclose that any investment adviser to a subsidiary complies with the 1940 Act provisions relating to advisory contracts (Section 15 as it applies through Section 59) as if it were an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. Also, confirm that the Fund will file any investment advisory contract between a subsidiary and its investment adviser as an exhibit to the registration statement.
Response: The Fund respectfully advises that the current Investment Advisory Agreement contemplates that the Adviser may provide its advisory services to the Fund through a subsidiary, so there would be no need for an additional advisory agreement with any such subsidiary. Accordingly, the Fund does not believe additional disclosure is required.
Securities and Exchange Commission
November 12, 2024
The Fund expects that any subsidiary will not be required to register as an investment company under the 1940 Act, and therefore any investment advisory agreement with such subsidiary will not be subject to the provisions of Section 15 of the 1940 Act. Nevertheless, the Fund confirms that, to the extent that any such investment advisory agreement provides for compensation from the Fund or any subsidiary, (i) such investment advisory agreement will be approved by the Fund’s Board and (ii) such investment advisory agreement between the subsidiary and its investment adviser will be filed as an exhibit to the Fund’s periodic reports.
c.Disclose that each subsidiary complies with provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57). Identify the custodian of the subsidiaries, if any.
Response: The Fund has revised the Registration Statement accordingly. The Fund notes that it does not currently have any subsidiaries, but confirms that the custodian for any future subsidiary will be identified.
d.Disclose any subsidiary’s principal investment strategies and principal risks that constitute principal strategies and principal risks of the Fund.
Response: The Fund respectfully advises that it does not anticipate any subsidiary’s principal investment strategies or principal risks to differ from that of the Fund’s.
e.Explain to us whether the financial statements of the subsidiaries will be consolidated with those of the Fund. If not, explain why not.
Response: The Fund acknowledges the Staff’s comment and confirms that, as stated in the last paragraph beginning on page 10, it would generally expect to consolidate the financial statements of any subsidiary with the financial statements of the Fund.
f.Tell us if a subsidiary charges a management fee. If so, confirm to us that a subsidiary’s management fee (including any performance fee) will be included in the “Management Fee” line item of any fee table the Fund discloses and a vehicle’s expenses will be included in the “Other Expenses” line item of any such fee table.
Response: The Fund notes that it does not expect any subsidiary to charge a management fee or a performance fee. The Fund also confirms that the expenses of any subsidiary will be included in “Other Expenses” in the Fund’s fee table, if applicable.
g.Confirm to us that the subsidiaries and their boards of directors will agree to inspection by the staff of the subsidiaries’ books and records, which will be maintained in accordance with Section 31, as modified by Section 64, of the 1940 Act and the rules thereunder.
Response: The Fund confirms that any subsidiary vehicle and any board of directors it has will agree to inspection by the Staff of the subsidiary vehicle’s books and records,
Securities and Exchange Commission
November 12, 2024
and that such books and records will be maintained in accordance with Section 31, as modified by Section 64 of the 1940 Act and the rules thereunder.
h.If any subsidiary is a foreign entity, confirm to us that the subsidiary and its board of directors will agree to designate an agent for service of process in the U.S.
Response: To the extent that any subsidiary is a foreign entity, the Fund confirms that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States.
11.Comment: On page 11, the first sentence states that, prior to and separate from the Merger, current Guardian III investors will be given the option to transfer their Guardian III units to the Fund in exchange for Shares of the Fund. Please revise this sentence to reflect that this option is not separate from the Merger, but will only occur if the Merger occurs.
Response: The Fund has revised the Registration Statement accordingly.
12.Comment: On page 11, the last sentence of the carryover paragraph from the previous page states that there can be no assurance that the Merger will occur. Please also disclose that the Merger will only occur if approved by unitholders of Guardian III.
Response: The Fund respectfully advises that the Merger has been approved by Guardian III unitholders and has revised the disclosure accordingly.
13.Comment: On page 16, the first sentence of the first full paragraph refers to “netbacks”. Please disclose what netbacks are.
Response: The Fund has revised the disclosure to replace “netbacks” with “upfront fees.”
14.Comment: Pages 17 through 19 describe the investment advisory agreement and the fees payable thereunder. Please consider disclosing a fee table that conforms to the requirements of Item 3.1 of Form N-2 adjacent to this section. Please also consider disclosing an expense example that conforms to the requirements of Instruction 11 to Item 3.1 of Form N-2. We believe that such disclosure would be helpful to investors.
Response: The Fund notes that disclosure under the heading “Item 2. Financial Information—Discussion of the Fund’s Expected Operating Plans—Expenses” provides a description of the expenses that the Fund will be obligated to pay, including the management fees and incentive fees payable to the Adviser. The Fund is aware that Form N-2 (used for registered public offerings by business development companies and investment companies) requires a summary of fund fees and expenses that includes estimates of expenses as a percentage of net assets. As the Fund is not making a registered public offering, it is not required to file a Form N-2. The Fund respectfully submits that it is not aware of a requirement in Form 10 to include a fee table that conforms to the requirements of Item 3.1 of Form N-2. The Fund’s actual expense and
Securities and Exchange Commission
November 12, 2024
fee-related information will be publicly available in the financial statements included in its periodic reports.
15.Comment: On pages 18 and 19, under “Incentive Fee”, please disclose a graphical representation of the Incentive Fee based on income to clarify its application and disclose examples showing calculation of the Incentive Fee in different factual scenarios.
Response: The Fund has revised the Registration Statement accordingly.
16.Comment: On pages 26 and 27, disclosure under “Share Repurchase Program” describes the Fund’s share repurchase program. Please note that Rule 14e-8 under the Exchange Act prohibits announcements of tender offers without the intention to commence such offers within a reasonable time. Please revise disclosure throughout the registration statement, including this section, to limit the discussion of tender offers to general information such as 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. Please note that disclosure of 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 appropriately disclosed in the tender offer documents sent to shareholders when a tender offer is actually made.
Response: The Fund has revised the Registration Statement accordingly.
17.Comment: On page 26, the first sentence of the fifth paragraph under “Share Repurchase Program” states that, in the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis with priority for repurchase requests in the case of the death or disability of a shareholder. Please explain to us the legal basis for this priority or, alternatively, delete it. See Rule 13e-4(f)(3) under the Exchange Act.
Response: The Fund believes the exception to pro rata basis for shareholders repurchasing because of death and disability is consistent with the guidance provided for 1940 Act regulated companies and market practice. The Staff has permitted “early withdrawal charges” on the consideration received by tendering shareholders that have not held the shares for a specific period of time so long as it is applied uniformly to all shareholders in a manner described in a fund’s registration statement. See Release No. IC-19399 (April 7, 1993). Simil
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CORRESP 1 filename1.htm Document Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017 ___________ TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-2516 E-mail Address BWells@stblaw.com November 12, 2024 Via EDGAR Anu Dubey Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: New Mountain Private Credit Fund Registration Statement on Form 10 (File No. 000-56694) Dear Ms. Dubey: On behalf of New Mountain Private Credit Fund (the “Fund”), we hereby transmit to the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) responses to comments received from the Staff on October 22, 2024 relating to the above-referenced registration statement on Form 10, filed with the SEC on September 27, 2024 (the “Registration Statement”). Together with this response, the Fund has filed an amended Registration Statement on EDGAR. For convenience of reference, the Staff’s comments have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the amended Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Summary Risk Factors (pages 5 – 6) 1.Comment: On page 6, the eighth bulleted risk factor refers to “Other New Mountain Clients” Please define this term here as this appears to be the first place this term is used. Response: The Fund respectfully advises that is has defined the term on page 1 under “Explanatory Note.” Securities and Exchange Commission November 12, 2024 Item 1. Business (pages 7 – 39) 2.Comment: The fourth sentence states that the Fund is non-diversified. Please disclose the risks of being non-diversified in the Risk Factors section. Response: The Fund has revised the Registration Statement accordingly. 3.Comment: On page 7, the third sentence identifies the Fund’s investment objectives. Please consider revising this sentence to split it into two sentences so that the language describing the types of investments the Fund will make (i.e., “through the sourcing and origination of senior secured loans and select junior capital positions in growing businesses in defensive industries that offer attractive risk-adjusted returns”) is in a separate sentence from the investment objectives. Response: The Fund has revised the Registration Statement accordingly. 4.Comment: On page 7, in the second to last sentence of the second paragraph under “Background – About New Mountain”, please disclose how the Fund defines “secularly challenged”. Response: The Fund considers a secularly challenged industry to be an industry that faces systemic headwinds that adversely affect the entire industry (e.g., if aspects of the industry are becoming obsolete). The Fund has revised the disclosure to add further clarification. 5.Comment: On page 7, in the last sentence of the second paragraph under “Background – About New Mountain”, please clarify what “power alleys” means. Response: The Fund respectively advises that “power alleys” refer to areas in which New Mountain has developed strong research and operational advantages. The Fund has revised the disclosure to add further clarification. 6.Comment: On page 8, the first sentence of the first full paragraph refers to a publicly-traded business development company and its ticker symbol. Please identify such business development company by name. Response: The Fund has revised the Registration Statement accordingly. 7.Comment: On page 9, under “Investment Objective and Strategy”, the second to last sentence of the first paragraph states that the Fund’s investment strategy will focus on primary originations, but it may also include secondary originations. Please disclose what primary originations and secondary originations are. Response: The Fund has revised the Registration Statement to clarify that primary originations are loans that the Fund provides directly to the borrower and that secondary market purchases are the Fund acquiring a loan that has previously been made to the borrower from another lender. 2 Securities and Exchange Commission November 12, 2024 8.Comment: On page 9, under “Investment Objective and Strategy”, the first sentence of the last paragraph states that the Fund intends to target a leverage ratio of approximately 0.9x to 1.1x debt to equity. Please clarify what this debt to equity ratio means for purposes of the amount of leverage the Fund intends to target. Response: The Fund has revised the Registration Statement to clarify that this means borrowings equal to 0.9 to 1.1 multiplied by the Fund’s net asset value. 9.Comment: On page 10, the last paragraph under “Target Assets” states that the Fund may make investments through wholly-owned subsidiaries, but defines the term “subsidiary” to include primarily controlled entities. If the Fund only intends to use wholly owned subsidiaries, please: (i) revise the definition of “subsidiary to replace “primarily controlled” with “wholly-owned”; and (ii) disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets other than entities wholly-owned by the Fund. If the Fund intends to use primarily controlled subsidiaries, please revise the first sentence of the last paragraph under “Target Assets” to replace “wholly-owned” with “primarily controlled”. Response: The Fund respectfully advises that it may have one or more wholly owned or primarily controlled subsidiaries and has revised the Registration Statement accordingly. The Fund considers an entity to be primarily controlled when the Fund has sole majority voting control over the entity. The term “subsidiary” hereinafter refers to wholly-owned and primarily controlled subsidiaries. 10.Comment: Please respond to the following comments with respect to subsidiaries as defined in response to comment 8 above. a.Disclose that the Fund complies with the provisions of the Investment Company Act of 1940 (“1940 Act”) governing capital structure and leverage (Section 18, as modified by Section 61) on an aggregate basis with the subsidiaries. Response: The Fund respectfully advises that the above requested disclosure is included in the last sentence of the last paragraph under “Target Assets” beginning on page 10 and, accordingly, declines to revise the disclosure. b.Disclose that any investment adviser to a subsidiary complies with the 1940 Act provisions relating to advisory contracts (Section 15 as it applies through Section 59) as if it were an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. Also, confirm that the Fund will file any investment advisory contract between a subsidiary and its investment adviser as an exhibit to the registration statement. Response: The Fund respectfully advises that the current Investment Advisory Agreement contemplates that the Adviser may provide its advisory services to the Fund through a subsidiary, so there would be no need for an additional advisory agreement with any such subsidiary. Accordingly, the Fund does not believe additional disclosure is required. 3 Securities and Exchange Commission November 12, 2024 The Fund expects that any subsidiary will not be required to register as an investment company under the 1940 Act, and therefore any investment advisory agreement with such subsidiary will not be subject to the provisions of Section 15 of the 1940 Act. Nevertheless, the Fund confirms that, to the extent that any such investment advisory agreement provides for compensation from the Fund or any subsidiary, (i) such investment advisory agreement will be approved by the Fund’s Board and (ii) such investment advisory agreement between the subsidiary and its investment adviser will be filed as an exhibit to the Fund’s periodic reports. c.Disclose that each subsidiary complies with provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57). Identify the custodian of the subsidiaries, if any. Response: The Fund has revised the Registration Statement accordingly. The Fund notes that it does not currently have any subsidiaries, but confirms that the custodian for any future subsidiary will be identified. d.Disclose any subsidiary’s principal investment strategies and principal risks that constitute principal strategies and principal risks of the Fund. Response: The Fund respectfully advises that it does not anticipate any subsidiary’s principal investment strategies or principal risks to differ from that of the Fund’s. e.Explain to us whether the financial statements of the subsidiaries will be consolidated with those of the Fund. If not, explain why not. Response: The Fund acknowledges the Staff’s comment and confirms that, as stated in the last paragraph beginning on page 10, it would generally expect to consolidate the financial statements of any subsidiary with the financial statements of the Fund. f.Tell us if a subsidiary charges a management fee. If so, confirm to us that a subsidiary’s management fee (including any performance fee) will be included in the “Management Fee” line item of any fee table the Fund discloses and a vehicle’s expenses will be included in the “Other Expenses” line item of any such fee table. Response: The Fund notes that it does not expect any subsidiary to charge a management fee or a performance fee. The Fund also confirms that the expenses of any subsidiary will be included in “Other Expenses” in the Fund’s fee table, if applicable. g.Confirm to us that the subsidiaries and their boards of directors will agree to inspection by the staff of the subsidiaries’ books and records, which will be maintained in accordance with Section 31, as modified by Section 64, of the 1940 Act and the rules thereunder. Response: The Fund confirms that any subsidiary vehicle and any board of directors it has will agree to inspection by the Staff of the subsidiary vehicle’s books and records, 4 Securities and Exchange Commission November 12, 2024 and that such books and records will be maintained in accordance with Section 31, as modified by Section 64 of the 1940 Act and the rules thereunder. h.If any subsidiary is a foreign entity, confirm to us that the subsidiary and its board of directors will agree to designate an agent for service of process in the U.S. Response: To the extent that any subsidiary is a foreign entity, the Fund confirms that the subsidiary and its board of directors will agree to designate an agent for service of process in the United States. 11.Comment: On page 11, the first sentence states that, prior to and separate from the Merger, current Guardian III investors will be given the option to transfer their Guardian III units to the Fund in exchange for Shares of the Fund. Please revise this sentence to reflect that this option is not separate from the Merger, but will only occur if the Merger occurs. Response: The Fund has revised the Registration Statement accordingly. 12.Comment: On page 11, the last sentence of the carryover paragraph from the previous page states that there can be no assurance that the Merger will occur. Please also disclose that the Merger will only occur if approved by unitholders of Guardian III. Response: The Fund respectfully advises that the Merger has been approved by Guardian III unitholders and has revised the disclosure accordingly. 13.Comment: On page 16, the first sentence of the first full paragraph refers to “netbacks”. Please disclose what netbacks are. Response: The Fund has revised the disclosure to replace “netbacks” with “upfront fees.” 14.Comment: Pages 17 through 19 describe the investment advisory agreement and the fees payable thereunder. Please consider disclosing a fee table that conforms to the requirements of Item 3.1 of Form N-2 adjacent to this section. Please also consider disclosing an expense example that conforms to the requirements of Instruction 11 to Item 3.1 of Form N-2. We believe that such disclosure would be helpful to investors. Response: The Fund notes that disclosure under the heading “Item 2. Financial Information—Discussion of the Fund’s Expected Operating Plans—Expenses” provides a description of the expenses that the Fund will be obligated to pay, including the management fees and incentive fees payable to the Adviser. The Fund is aware that Form N-2 (used for registered public offerings by business development companies and investment companies) requires a summary of fund fees and expenses that includes estimates of expenses as a percentage of net assets. As the Fund is not making a registered public offering, it is not required to file a Form N-2. The Fund respectfully submits that it is not aware of a requirement in Form 10 to include a fee table that conforms to the requirements of Item 3.1 of Form N-2. The Fund’s actual expense and 5 Securities and Exchange Commission November 12, 2024 fee-related information will be publicly available in the financial statements included in its periodic reports. 15.Comment: On pages 18 and 19, under “Incentive Fee”, please disclose a graphical representation of the Incentive Fee based on income to clarify its application and disclose examples showing calculation of the Incentive Fee in different factual scenarios. Response: The Fund has revised the Registration Statement accordingly. 16.Comment: On pages 26 and 27, disclosure under “Share Repurchase Program” describes the Fund’s share repurchase program. Please note that Rule 14e-8 under the Exchange Act prohibits announcements of tender offers without the intention to commence such offers within a reasonable time. Please revise disclosure throughout the registration statement, including this section, to limit the discussion of tender offers to general information such as 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. Please note that disclosure of 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 appropriately disclosed in the tender offer documents sent to shareholders when a tender offer is actually made. Response: The Fund has revised the Registration Statement accordingly. 17.Comment: On page 26, the first sentence of the fifth paragraph under “Share Repurchase Program” states that, in the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis with priority for repurchase requests in the case of the death or disability of a shareholder. Please explain to us the legal basis for this priority or, alternatively, delete it. See Rule 13e-4(f)(3) under the Exchange Act. Response: The Fund believes the exception to pro rata basis for shareholders repurchasing because of death and disability is consistent with the guidance provided for 1940 Act regulated companies and market practice. The Staff has permitted “early withdrawal charges” on the consideration received by tendering shareholders that have not held the shares for a specific period of time so long as it is applied uniformly to all shareholders in a manner described in a fund’s registration statement. See Release No. IC-19399 (April 7, 1993). Simil