We respectfully request, on behalf of the Applicants, that the amended and restated application (the “Application”) requesting authorization from the U.S. Securities and Exchange Commission (the “Commission”), pursuant to section 6(c) of the Investment Company Act of 1940 (the “1940 Act”), exempting the Applicants from the provisions of Section 19(b) of the 1940 Act and Rule 19b-1(e) thereunder, be withdrawn.  The Application was filed with the Securities and Exchange Commission on June 23, 2014 (Accession No. 0000899140-14-000521) as a new application instead of as an amendment as intended.  Applicants intend to re-file the Application correctly as an amendment.

Should members of the Commission’s staff have any questions or comments concerning this letter, please call the undersigned at (212) 728-8807 or Elliot J. Gluck at (212) 728-8138.