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Correspondence 0000051931-25-000053 from Capital Group KKR Multi-Sector (plus) (CIK 0002040318)

Capital Group KKR Multi-Sector (plus) (CIK 0002040318)
Date: Jan. 14, 2025 · CIK: 0002040318 · Accession: 0000051931-25-000053

AI Filing Summary & Sentiment

File numbers found in text: 333-282865, 811-24017

Date
January 14, 2025
Author
Not clearly detected
Form
CORRESP
Company
Capital Group KKR Multi-Sector (plus) (CIK 0002040318)

Letter

Division of Investment Management Disclosure Review Office 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Capital Group KKR Multi-Sector+ File Nos. 333-282865; 811-24017

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 Multi-Sector+ (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 credit assets, 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 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 12 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.

8. The third 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.”

9. 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.”

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 first sentence of the first paragraph states, “The Fund seeks to achieve its investment objective by investing across multiple sectors in both publicly traded fixed income securities and private credit loans and securities…” Please clarify what is meant by, or provide examples of, “multiple sectors.”

Response: As the disclosure provides, the Fund will normally invest its assets across three primary sectors: high-yield corporate debt, investment grade corporate debt and securitized debt. We have revised the disclosure as follows to clarify that these sectors are applicable across all assets of the Fund:

“The Fund will normally invest its public credit assets across three primary sectors: high-yield corporate debt, investment grade corporate debt and securitized debt.”

13. The second paragraph describes the allocation of approximately 60% of the Fund’s assets to public

credit assets, and approximately 40% to private credit assets. The last sentence of this paragraph states, “The allocation between public and private credit 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.

14. The last paragraph on page 1 describes the percentage allocations between the three sectors that comprise the Fund’s public credit investments and states, “there are no absolute limits or range boundaries on the percentage of assets invested in each sector.” Does this mean there is no required minimum allocation per sector, such that, for instance, it is possible 0% may be allotted for investment grade corporate debt?

Response: We have revised the disclosure as follows to address this comment:

“Normally, the Adviser expects the Fund's asset allocation among its public credit investments to approximate the neutral mix within a range of plus or minus 10-20% of assets per sector., Aalthough there are no absolute limits or range boundaries on the percentage of assets invested in each sector, the Adviser expects that the Fund will normally maintain some level of investments in high-yield corporate debt and investment-grade corporate debt.”

15. 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.’”

16. 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.”

17. The second paragraph on page 2 states, “The Fund may opportunistically invest in other sectors, including U.S. government debt and municipal debt, in response to market conditions.” Please include the risk of investing in U.S. government debt under principal risks, if investing in U.S. government debt is a principal investment strategy of the Fund.

Response: While U.S. government debt is not expected to be a principal investment strategy of the Fund, the Fund could have material exposure to such debt to the extent it invests opportunistically in such sector under certain market conditions. As a result, the relevant risks are disclosed under the risk factor captioned “Investing in securities backed by the U.S. Government.”

18. The same paragraph 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 (2) 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.

19. The third 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.’”

(a) 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 will be all or substantially all the investments of the Fund.

(b) If the Fund's investments in the high-yield corporate debt sector includes "junk bonds,” please clarify throughout the disclosure that "high-yield corporate debt" are also referred to as junk bonds.

Response: We have addressed this comment as follows:

“The Fund may invest substantially in lower rated debt instruments, which are securities rated Ba1 or below and BB+ or below by Nationally Recognized Statistical Ratings Organizations designated by the Adviser or the Sub-Adviser, or in securities that are unrated but determined to be of equivalent quality by the Adviser or the Sub-Adviser, in each case at the time of purchase. Such securities, which will include the Fund’s investments in high-yield corporate debt as described above, are sometimes referred to as ‘junk bonds.’”

The offering

20. 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

21. 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 second 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 a

Show Raw Text
CORRESP
1
filename1.htm

    Clara Kang

    Capital Group KKR Multi-Sector+

    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 Office

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:
    Capital Group KKR Multi-Sector+ File Nos. 333-282865; 811-24017

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 Multi-Sector+ (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 credit assets, 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 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 12 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.

    8.
    The third 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.”

    9.
    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.”

    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 first sentence of the first paragraph states, “The Fund seeks to achieve its investment objective by investing across multiple sectors in both publicly traded fixed income securities and private credit loans and securities…” Please clarify what is meant by, or provide examples of, “multiple sectors.”

Response: As the disclosure provides,
the Fund will normally invest its assets across three primary sectors: high-yield corporate debt, investment grade corporate debt and
securitized debt. We have revised the disclosure as follows to clarify that these sectors are applicable across all assets of the Fund:

“The Fund will normally invest its
public credit assets across three primary sectors: high-yield corporate debt, investment
grade corporate debt and securitized debt.”

    13.
    The second paragraph describes the allocation of approximately 60% of the Fund’s assets to public

    credit assets, and approximately 40% to private credit assets.
The last sentence of this paragraph states, “The allocation between public and private credit 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.

    14.
    The last paragraph on page 1 describes the percentage allocations between the three sectors that comprise the Fund’s public credit investments and states, “there are no absolute limits or range boundaries on the percentage of assets invested in each sector.” Does this mean there is no required minimum allocation per sector, such that, for instance, it is possible 0% may be allotted for investment grade corporate debt?

Response: We have revised the disclosure
as follows to address this comment:

“Normally, the Adviser expects the
Fund's asset allocation among its public credit investments to approximate the neutral mix within a range of plus or minus 10-20% of assets
per sector., Aalthough
there are no absolute limits or range boundaries on the percentage of assets invested in each sector,
the Adviser expects that the Fund will normally maintain some level of investments in high-yield corporate debt and investment-grade corporate
debt.”

    15.
    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.’”

    16.
    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.”

    17.
    The second paragraph on page 2 states, “The Fund may opportunistically invest in other sectors, including U.S. government debt and municipal debt, in response to market conditions.” Please include the risk of investing in U.S. government debt under principal risks, if investing in U.S. government debt is a principal investment strategy of the Fund.

Response: While U.S. government debt
is not expected to be a principal investment strategy of the Fund, the Fund could have material exposure to such debt to the extent it
invests opportunistically in such sector under certain market conditions. As a result, the relevant risks are disclosed under the risk
factor captioned “Investing in securities backed by the U.S. Government.”

    18.
    The same paragraph 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 (2) 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.

    19.
    The third 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.’”

    (a)
    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 will be all or substantially all the investments of the Fund.

(b)   If the Fund's investments
in the high-yield corporate debt sector includes "junk bonds,” please clarify throughout the disclosure that "high-yield
corporate debt" are also referred to as junk bonds.

Response: We have addressed this
comment as follows:

“The Fund may invest substantially
in lower rated debt instruments, which are securities rated Ba1 or below and BB+ or below by Nationally Recognized Statistical Ratings
Organizations designated by the Adviser or the Sub-Adviser, or in securities that are unrated but determined to be of equivalent quality
by the Adviser or the Sub-Adviser, in each case at the time of purchase. Such securities, which will include
the Fund’s investments in high-yield corporate debt as described above, are sometimes referred to as ‘junk bonds.’”

The offering

    20.
    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

    21.
    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 second 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 a