anticipated that the Fund will be able to invest all or substantially all of the net proceeds according to its investment objectives and policies within approximately 60 days after receipt of the proceeds, except to the extent proceeds are held in cash to pay dividends or expenses, satisfy repurchase offers or for temporary defensive purposes. Pending the investment of the proceeds pursuant to the Fund’s investment objective and policies, the Fund may invest a portion of the proceeds of the offering, which may be a substantial portion, in short-term, high quality debt securities, money market securities, cash or cash equivalents. In addition, the Fund may maintain a portion of the proceeds in cash to meet operational needs. The Fund may be prevented from achieving its investment objective during any time in which the Fund’s assets are not substantially invested in accordance with its policies.”
Dividend Reinvestment Plan
7. Pursuant to Item 10.1.e.(6) of FormN-2, please describe how to terminate participation in the Plan and rights upon termination.
In response to the Staff’s comment, the Fund plans to modify disclosure in the “Dividend Reinvestment Plan” section in a post-effective amendment filed pursuant to Rule 486(b) under the Securities Act as follows:
“You are free to withdraw from the Plan and elect to receive dividends and distributions in cash at any time by giving written notice to the Plan Agent or by contacting your broker or dealer, who will inform the Fund. Your request must be received by the Fund at least ten days prior to the payment date of the distribution to be effective for that dividend or capital gain distribution.”
Appendix A – Supplemental Performance Information of a Similar Fund
8. The third paragraph states the following: “The anticipated fees and expenses of each class of the Fund are different than the historical fees and expenses of the Other Fund; had the Other Fund’s performance records reflected the anticipated fees and expenses of any class of the Fund, the Other Fund’s performance would have also been different.” If the Other Fund’s fees are lower than the Fund’s fees, the disclosure should state that using the Fund’s fees would have lowered the performance result.
In response to the Staff’s comment, the Fund notes that the Other Fund’s advisory and administration fees are higher than the Fund’s fees; however, the Other Fund’s performance does not reflect the impact of sales loads, distribution fees or servicing fees. Accordingly, the Fund plans to add the following language in a post-effective amendment filed pursuant to Rule 486(b) under the Securities Act:
“The historical performance of the Other Fund does not reflect the impact of any sales load, distribution fees or servicing fees.”
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