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Correspondence 0000051931-25-000052 from Capital Group KKR Core Plus (plus) (CIK 0002040315)

Capital Group KKR Core Plus (plus) (CIK 0002040315)
Date: Jan. 14, 2025 · CIK: 0002040315 · Accession: 0000051931-25-000052

AI Filing Summary & Sentiment

File numbers found in text: 333-282864, 811-24016

Date
January 14, 2025
Author
Not clearly detected
Form
CORRESP
Company
Capital Group KKR Core Plus (plus) (CIK 0002040315)

Letter

Division of Investment Management Disclosure Review Offices 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Capital Group KKR Core Plus+ File Nos. 333-282864; 811-24016

Dear Ms. Im-Tang:

In response to the comments you provided electronically on November 27, 2024 with respect to the initial registration statement on Form N-2 (the “Registration Statement”) of Capital Group KKR Core Plus+ (the “Fund”), we hereby file Pre-Effective Amendment No. 1 to the Registration Statement under the Investment Company Act of 1940 (the “1940 Act”) (such amendment, the “Amendment”). Our responses to your comments are set forth below. We appreciate your prompt response to the filing. Capitalized terms not otherwise defined have the same meaning as in the registration statement.

GENERAL

1. Please complete or update all information that is currently in brackets or missing in the registration statement (e.g., fee table, information related to the trustees and officers). A full financial review (e.g., seed financial statements, auditor's report, consent) must be performed prior to declaring the registration statement effective. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.

Response: We acknowledge this comment.

2. Please advise the staff of the status of any exemptive application(s) or no-action request(s) that the Fund, the Adviser and/or the Sub-Adviser has received, submitted or intends to submit in connection

with your registration statement, including with respect to co-investments and multi-class relief.

Response: The Fund filed an exemptive application for multi-class relief on November 7, 2024, in connection with the Registration Statement. On December 9, 2024, the SEC published the notice for the application, and on January 7, 2025, the order was granted.

3. 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: The Fund has not presented any test the waters materials to potential investors in connection with this offering.

4. Please confirm the Fund will file a fidelity bond under Form 40-17G.

Response: We confirm that the Fund will file a fidelity bond under Form 40-17G.

COVER PAGE

5. Please provide the date of the prospectus and the Statement of Additional Information (the "SAI"), and ticker symbols for each class of securities.

Response: We have included this information in the Amendment.

6. The last paragraph of the first page states that the Fund will seek to allocate approximately 60% of its assets to public debt, and approximately 40% to private credit assets. Please specify in the disclosure whether the reference to assets is based on net, total or some other measure.

Response: We have revised this disclosure to refer to ‘net assets.’

7. The first paragraph on the second page states, “The Fund will normally seek to limit its foreign currency exposure.” Please specify and disclose the limit.

Response: We have revised the disclosure to clarify foreign currency exposure as follows:

“The Fund will normally seek to limit its foreign currency exposure may invest up to 10% of its net assets in securities denominated in currencies other than the U.S. dollar.”

8. The same paragraph also states, “Though investment decisions regarding the Fund’s portfolio may be informed by investment themes on a range of macroeconomic factors…” Please explain or provide examples of “investment themes.”

Response: We have revised the disclosure as follows, removing the reference to “investment themes”:

“Though investment decisions regarding the Fund's portfolio may be informed by investment themes on a range of macroeconomic factors, the Fund may invest in debt securities of any maturity or duration.”

9. The second paragraph of the second page lists the types of securities that the Fund will invest in, including convertible securities. If the Fund invests, or expects to invest in, contingent convertible securities (“CoCos”), the Fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the Fund invests in CoCos, and the characteristics of the CoCos (e.g., the credit quality and the conversion triggers). The staff notes that convertible securities are discussed under “Hybrid securities,” (page 11 of the SAI); however, if CoCos are, or will be, a principal type of investment, please provide a description of them in the prospectus, as well as the attendant risks.

Response: We confirm that contingent convertible securities are not expected to be a principal investment type of the Fund. Accordingly, we do not believe any additional disclosures regarding such securities is required at this time.

10. Under the heading, “Interval fund/repurchase offers,” please specify the anticipated timing of the Fund's initial repurchase offer, and the intervals between deadlines for repurchase requests, pricing and repayment. Please include a cross-reference to the sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks. See Guide 10 of the Guidelines for Form N-2 (the “Guidelines”).

Response: We have addressed this comment in the Amendment. The existing disclosure includes a cross-reference to the section titled “Periodic repurchase offers” which outlines the Fund’s repurchase policies as well as the risk relating to repurchase offers.

11. In addition to the bolded sentences on the second and third pages, please also include (in bold) that: “An investor investing in Class A shares will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay the maximum aggregate [ ]% for sales load and offering expenses, you must experience a total return on your net investment of [ ]% in order to recover these expenses.”

Response: We have addressed this comment in the Amendment.

PROSPECTUS SUMMARY, pages 1-8

Investment strategies

12. The second paragraph under this section on page 1 describes the allocation of approximately 60% of the Fund’s assets to public debt, and approximately 40% to private credit assets. The last sentence states, “The allocation between public debt and private credit assets may fluctuate significantly depending on various factors…” Please quantify and disclose the range of fluctuation. For instance, is there a plus or minus percentage of assets per sector, or an absolute maximum or minimum limit on the percentage of assets invested in each sector.

Response: The Fund does not intend to implement a set range. While the Fund intends to maintain the approximate 60%/40% allocation to public debt assets and private credit assets, respectively, the Fund anticipates this mix to fluctuate based on market conditions and subscription and repurchase activity, among other factors. Where there is such fluctuation, given the nature of private credit assets, the reasonable expectation is that it may generally take the Fund some time to re-align the portfolio to the neutral allocation mix noted above.

13. The disclosure states that, “The Fund may also invest significantly in securities tied economically to countries outside the U.S., including emerging markets.” Please disclose: (a) what is meant by “significantly” and (b) how the Fund would define “emerging markets” for the purpose of classifying investments.

Response: We have revised the disclosure to clarify emerging market exposure as follows:

“The Fund may also invest significantly up to 20% of its net assets in securities tied economically to countries outside the U.S., including emerging markets.”

Additionally, we note the disclosure in the SAI that states that, in determining which countries are “emerging markets,” the Fund will generally look to the determination of MSCI Inc. (MSCI) for equity securities and J.P. Morgan for debt securities.

14. The first paragraph on page 2 describes the Fund’s investments in private credit assets that “include investments in bonds, secured bank loans, mezzanine debit, convertible securities, convertible debt securities and securitized debt securities.” Please confirm that the Fund’s loan investments will include covenant-lite loans. The staff notes that covenant-lite loans are discussed under the heading, “Borrower fraud; covenant-lite loans; breach of covenant” (page 22) in the principal risks section of the prospectus. If the Fund intends to invest in covenant-lite loans, please describe such loans and the extent to which the Fund may invest in such loans in the principal investment strategies.

Response: We confirm that the Fund’s public fixed-income assets as well as private credit assets will include loans that do not have a complete set of financial maintenance covenants (i.e., “covenant-lite” loans). We will update the Fund’s investment strategies disclosure to include the following language:

“The Fund may also invest in loans that do not have a financial maintenance covenant that is tested quarterly, also referred to as ‘covenant-lite.’”

15. The same paragraph also describes that the Fund’s asset-based finance strategy will focus on “consumer finance, mortgages, small-medium sized enterprises, hard assets…” Please explain what “hard assets” are.

Response: We confirm that “hard assets” are generally non-financial assets such as aircraft and industrial equipment and/or related debt. We have revised the relevant disclosure as follows:

“The asset-based finance strategy will typically focus on consumer finance, mortgages, small-medium sized enterprises, hard assets (e.g., aircraft and industrial equipment), infrastructure, and contractual cash flow sectors.”

16. The second paragraph on page 2 states, “The Fund may invest substantially in lower rated debt instruments, which are securities rated Ba1 or below and BB+ or below… Such securities are sometimes referred to as ‘junk bonds.’” Please specify what is meant by “substantially,” and is there an upper limit for such investments?

Response: The Fund expects that a meaningful portion of both the public debt assets and private credit assets will be investments rated Ba1 or below and BB+ or below, or in securities that are unrated but determined to be of equivalent quality by the Adviser or the Sub-Adviser, as further

described in disclosure. Though the Fund does not have an upper limit for such investments, due to the mix of investments, the Fund does not generally anticipate the exposure to these investments to be all or substantially all of the investments of the Fund.

The offering

17. The disclosure on page 3 states, "The Fund has been granted exemptive relief from the SEC that permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees," but this statement is in brackets. Please advise us if you have submitted or expect to submit any additional exemptive applications or no-action request in connection with this registration statement.

Response: As noted in our response to Item 2 above, the Fund filed an exemptive application for multi-class relief on November 7, 2024, in connection with the Registration Statement and the order for such relief was granted on January 7, 2025. The brackets around the above referenced statement have been removed in the Amendment.

Minimum investment

18. The paragraph under this heading states that, “The minimum amount to establish an account for all share classes is normally $1,000 and the minimum to add to an account is $50.” However, the third page of the Cover Page states that, "For accounts with Class F-3 shares held and serviced by the Fund’s transfer agent, the minimum investment amount is $1 million." Please reconcile.

Response: The account minimum is expected to be $1,000, apart from accounts with Class F-3 shares that are held and serviced by the Fund’s transfer agent, which will be subject to a higher investment minimum of $1 million. We have expanded this disclosure to include a reference to the $1 million minimum investment amount for accounts with Class F-3 shares that are held and serviced by the Fund’s transfer agent.

Leverage

19. Please confirm that the Fund does not intend to incur leverage during the first year. If the Fund does intend to incur leverage, please include an estimate for costs associated with leverage such as interest payments on borrowed funds.

Response: We confirm supplementally that the Fund does not intend to incur leverage during the first year.

Derivatives

20. The disclosure is unclear concerning the Fund’s use of derivatives. Please specify the types of derivatives which the Fund intends to invest in as part of its principal investment strategy and specifically explain how the Fund expects to use such instruments. Please also include corresponding risks.

Response: As noted in the “Investment objective, strategies, other information and principal risks” section of the Registration Statement, the Fund may invest in derivatives, specifically

forward currency contracts, futures contracts and swaps. The Registration Statement includes risk disclosure relating to such instruments.

SUMMARY OF FUND EXPENSES, pages 9-11

Expense and Fee Table

21. Consistent with the table on page 3 of the Cover Page, please note "N/A" for maximum initial sales charge for Class F-2, F-3 and R-6.

Response: We have addressed this comment in the Amendment.

Annual fund operating expenses table

22. The prospectus indicates that the Fund may invest in Central Funds (certain other funds managed by the investment adviser or its affiliates). If acquired fund fees and expenses from such investments will exceed 0.01% of the average net assets of the Fund, please disclose these fees and expenses as a separate line item in the fee table.

Response: We acknowledge this comment. The Fund does not currently anticipate that acquired fund fees and expenses from its investments in Central Funds will exceed 0.01% of the average net assets of the Fund.

23. In footnote 2, please confirm offering expenses are included under “Other Expenses.”

Response: We confirm that offering expenses are included under “Other Expenses.”

24. Regarding footnote 3:

(a) Among other things, the footnote lists expenses excluded from the waiver, and references, “(iv) costs, including dividend and/or interest expenses and other costs…associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares…” Please disclose whether the Fund will be issuing preferred stock within the first year from the effective date of the registration statement. If the Fund plans to issue preferred shares, please include applicable disclosure and fees in the expense and fee table and elsewhere in the registration statement, where applicable.

Response: The Fund does not plan to issue preferred stock within its first year. Accordingly, and in response to this comment, the footnote disclosure has been revised to remove the reference to “preferred shares.”

(b) Please include in the footnote that only the Board can terminate the waiver before its expiration. Also please clarify, regarding reimbursement, that such recoupment can be achieved without exceeding the lower of the expense limit in place at the time of the waiver or reimbursement an

Show Raw Text
CORRESP
1
filename1.htm

    Clara Kang

    Capital Group KKR Core Plus+

    6455 Irvine Center Drive

    Irvine, California 92618

VIA E-MAIL

January 14, 2025

Soo Im-Tang

Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Offices

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:
    Capital Group KKR Core Plus+ File Nos. 333-282864; 811-24016

Dear Ms. Im-Tang:

In response to the comments you provided
electronically on November 27, 2024 with respect to the initial registration statement on Form N-2 (the “Registration Statement”)
of Capital Group KKR Core Plus+ (the “Fund”), we hereby file Pre-Effective Amendment No. 1 to the Registration Statement under
the Investment Company Act of 1940 (the “1940 Act”) (such amendment, the “Amendment”). Our responses to your comments
are set forth below. We appreciate your prompt response to the filing. Capitalized terms not otherwise defined have the same meaning as
in the registration statement.

GENERAL

    1.
    Please complete or update all information that is currently in brackets or missing in the registration statement (e.g., fee table, information related to the trustees and officers). A full financial review (e.g., seed financial statements, auditor's report, consent) must be performed prior to declaring the registration statement effective. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.

Response: We acknowledge this comment.

    2.
    Please advise the staff of the status of any exemptive application(s) or no-action request(s) that the Fund, the Adviser and/or the Sub-Adviser has received, submitted or intends to submit in connection

    with your registration statement, including with respect to
co-investments and multi-class relief.

Response: The Fund filed an exemptive
application for multi-class relief on November 7, 2024, in connection with the Registration Statement. On December 9, 2024, the SEC published
the notice for the application, and on January 7, 2025, the order was granted.

    3.
    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: The Fund has not presented
any test the waters materials to potential investors in connection with this offering.

    4.
    Please confirm the Fund will file a fidelity bond under Form 40-17G.

Response: We confirm that the Fund
will file a fidelity bond under Form 40-17G.

COVER PAGE

    5.
    Please provide the date of the prospectus and the Statement of Additional Information (the "SAI"), and ticker symbols for each class of securities.

Response: We have included this information
in the Amendment.

    6.
    The last paragraph of the first page states that the Fund will seek to allocate approximately 60% of its assets to public debt, and approximately 40% to private credit assets. Please specify in the disclosure whether the reference to assets is based on net, total or some other measure.

Response: We have revised this disclosure
to refer to ‘net assets.’

    7.
    The first paragraph on the second page states, “The Fund will normally seek to limit its foreign currency exposure.” Please specify and disclose the limit.

Response: We have revised the disclosure
to clarify foreign currency exposure as follows:

“The Fund will normally
seek to limit its foreign currency exposure may invest up to 10% of its net assets in
securities denominated in currencies other than the U.S. dollar.”

    8.
    The same paragraph also states, “Though investment decisions regarding the Fund’s portfolio may be informed by investment themes on a range of macroeconomic factors…” Please explain or provide examples of “investment themes.”

Response: We have revised the disclosure
as follows, removing the reference to “investment themes”:

“Though
investment decisions regarding the Fund's portfolio may be informed by investment themes on a range of macroeconomic factors, the
Fund may invest in debt securities of any maturity or duration.”

    9.
    The second paragraph of the second page lists the types of securities that the Fund will invest in, including convertible securities. If the Fund invests, or expects to invest in, contingent convertible securities (“CoCos”), the Fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the Fund invests in CoCos, and the characteristics of the CoCos (e.g., the credit quality and the conversion triggers). The staff notes that convertible securities are discussed under “Hybrid securities,” (page 11 of the SAI); however, if CoCos are, or will be, a principal type of investment, please provide a description of them in the prospectus, as well as the attendant risks.

Response: We confirm that contingent
convertible securities are not expected to be a principal investment type of the Fund. Accordingly, we do not believe any additional disclosures
regarding such securities is required at this time.

    10.
    Under the heading, “Interval fund/repurchase offers,” please specify the anticipated timing of the Fund's initial repurchase offer, and the intervals between deadlines for repurchase requests, pricing and repayment. Please include a cross-reference to the sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks. See Guide 10 of the Guidelines for Form N-2 (the “Guidelines”).

Response: We have addressed this
comment in the Amendment. The existing disclosure includes a cross-reference to the section titled “Periodic repurchase offers”
which outlines the Fund’s repurchase policies as well as the risk relating to repurchase offers.

    11.
    In addition to the bolded sentences on the second and third pages, please also include (in bold) that: “An investor investing in Class A shares will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay the maximum aggregate [ ]% for sales load and offering expenses, you must experience a total return on your net investment of [ ]% in order to recover these expenses.”

Response: We have addressed this
comment in the Amendment.

PROSPECTUS SUMMARY, pages 1-8

Investment strategies

    12.
    The second paragraph under this section on page 1 describes the allocation of approximately 60% of the Fund’s assets to public debt, and approximately 40% to private credit assets. The last sentence states, “The allocation between public debt and private credit assets may fluctuate significantly depending on various factors…” Please quantify and disclose the range of fluctuation. For instance, is there a plus or minus percentage of assets per sector, or an absolute maximum or minimum limit on the percentage of assets invested in each sector.

Response: The Fund does not intend
to implement a set range. While the Fund intends to maintain the approximate 60%/40% allocation to public debt assets and private credit
assets, respectively, the Fund anticipates this mix to fluctuate based on market conditions and subscription and repurchase activity,
among other factors. Where there is such fluctuation, given the nature of private credit assets, the reasonable expectation is that it
may generally take the Fund some time to re-align the portfolio to the neutral allocation mix noted above.

    13.
    The disclosure states that, “The Fund may also invest significantly in securities tied economically to countries outside the U.S., including emerging markets.” Please disclose: (a) what is meant by “significantly” and (b) how the Fund would define “emerging markets” for the purpose of classifying investments.

Response: We have revised the disclosure
to clarify emerging market exposure as follows:

“The Fund may also invest significantly
up to 20% of its net assets in securities tied economically to countries outside the U.S.,
including emerging markets.”

Additionally, we note the disclosure in
the SAI that states that, in determining which countries are “emerging markets,” the Fund will generally look to the determination
of MSCI Inc. (MSCI) for equity securities and J.P. Morgan for debt securities.

    14.
    The first paragraph on page 2 describes the Fund’s investments in private credit assets that “include investments in bonds, secured bank loans, mezzanine debit, convertible securities, convertible debt securities and securitized debt securities.” Please confirm that the Fund’s loan investments will include covenant-lite loans. The staff notes that covenant-lite loans are discussed under the heading, “Borrower fraud; covenant-lite loans; breach of covenant” (page 22) in the principal risks section of the prospectus. If the Fund intends to invest in covenant-lite loans, please describe such loans and the extent to which the Fund may invest in such loans in the principal investment strategies.

Response:  We confirm that the Fund’s
public fixed-income assets as well as private credit assets will include loans that do not have a complete set of financial maintenance
covenants (i.e., “covenant-lite” loans). We will update the Fund’s investment strategies disclosure to include
the following language:

“The Fund may also invest in loans that
do not have a financial maintenance covenant that is tested quarterly, also referred to as ‘covenant-lite.’”

    15.
    The same paragraph also describes that the Fund’s asset-based finance strategy will focus on “consumer finance, mortgages, small-medium sized enterprises, hard assets…” Please explain what “hard assets” are.

Response:  We confirm that “hard
assets” are generally non-financial assets such as aircraft and industrial equipment and/or related debt. We have revised the relevant
disclosure as follows:

“The asset-based finance strategy will
typically focus on consumer finance, mortgages, small-medium sized enterprises, hard assets (e.g., aircraft
and industrial equipment), infrastructure, and contractual cash flow sectors.”

    16.
    The second paragraph on page 2 states, “The Fund may invest substantially in lower rated debt instruments, which are securities rated Ba1 or below and BB+ or below… Such securities are sometimes referred to as ‘junk bonds.’” Please specify what is meant by “substantially,” and is there an upper limit for such investments?

Response: The Fund expects that a
meaningful portion of both the public debt assets and private credit assets will be investments rated Ba1 or below and BB+ or below, or
in securities that are unrated but determined to be of equivalent quality by the Adviser or the Sub-Adviser, as further

    described in disclosure. Though the Fund does not have an
upper limit for such investments, due to the mix of investments, the Fund does not generally anticipate the exposure to these investments
to be all or substantially all of the investments of the Fund.

The offering

    17.
    The disclosure on page 3 states, "The Fund has been granted exemptive relief from the SEC that permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees," but this statement is in brackets. Please advise us if you have submitted or expect to submit any additional exemptive applications or no-action request in connection with this registration statement.

Response: As noted in our response
to Item 2 above, the Fund filed an exemptive application for multi-class relief on November 7, 2024, in connection with the Registration
Statement and the order for such relief was granted on January 7, 2025. The brackets around the above referenced statement have been removed
in the Amendment.

Minimum investment

    18.
    The paragraph under this heading states that, “The minimum amount to establish an account for all share classes is normally $1,000 and the minimum to add to an account is $50.” However, the third page of the Cover Page states that, "For accounts with Class F-3 shares held and serviced by the Fund’s transfer agent, the minimum investment amount is $1 million." Please reconcile.

Response: The account minimum is expected to be $1,000,
apart from accounts with Class F-3 shares that are held and serviced by the Fund’s transfer agent, which will be subject to a higher
investment minimum of $1 million. We have expanded this disclosure to include a reference to the $1 million minimum investment amount
for accounts with Class F-3 shares that are held and serviced by the Fund’s transfer agent.

Leverage

    19.
    Please confirm that the Fund does not intend to incur leverage during the first year. If the Fund does intend to incur leverage, please include an estimate for costs associated with leverage such as interest payments on borrowed funds.

Response: We confirm supplementally
that the Fund does not intend to incur leverage during the first year.

Derivatives

    20.
    The disclosure is unclear concerning the Fund’s use of derivatives. Please specify the types of derivatives which the Fund intends to invest in as part of its principal investment strategy and specifically explain how the Fund expects to use such instruments. Please also include corresponding risks.

Response: As
noted in the “Investment objective, strategies, other information and principal risks” section of the Registration Statement,
the Fund may invest in derivatives, specifically

    forward currency contracts, futures contracts and swaps. The
Registration Statement includes risk disclosure relating to such instruments.

SUMMARY OF FUND EXPENSES, pages 9-11

Expense and Fee Table

    21.
    Consistent with the table on page 3 of the Cover Page, please note "N/A" for maximum initial sales charge for Class F-2, F-3 and R-6.

Response: We have addressed this
comment in the Amendment.

Annual fund operating expenses table

    22.
    The prospectus indicates that the Fund may invest in Central Funds (certain other funds managed by the investment adviser or its affiliates). If acquired fund fees and expenses from such investments will exceed 0.01% of the average net assets of the Fund, please disclose these fees and expenses as a separate line item in the fee table.

Response: We acknowledge this comment.
The Fund does not currently anticipate that acquired fund fees and expenses from its investments in Central Funds will exceed 0.01% of
the average net assets of the Fund.

    23.
    In footnote 2, please confirm offering expenses are included under “Other Expenses.”

Response: We confirm that offering
expenses are included under “Other Expenses.”

    24.
    Regarding footnote 3:

    (a)
    Among other things, the footnote lists expenses excluded from the waiver, and references, “(iv) costs, including dividend and/or interest expenses and other costs…associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares…” Please disclose whether the Fund will be issuing preferred stock within the first year from the effective date of the registration statement. If the Fund plans to issue preferred shares, please include applicable disclosure and fees in the expense and fee table and elsewhere in the registration statement, where applicable.

Response: The
Fund does not plan to issue preferred stock within its first year. Accordingly, and in response to this comment, the footnote disclosure
has been revised to remove the reference to “preferred shares.”

    (b)
    Please include in the footnote that only the Board can terminate the waiver before its expiration. Also please clarify, regarding reimbursement, that such recoupment can be achieved without exceeding the lower of the expense limit in place at the time of the waiver or reimbursement an