UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT COMPANY ACT OF 1940

Release No. 34989 / August 22, 2023

In the Matter of

Alpha Alternative Assets Fund and Alpha Growth Management LLC 

500 Newport Center Drive, Ste. 680

Newport Beach, CA 92660

(812-15423)

ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940

GRANTING AN EXEMPTION FROM SECTIONS 18(a)(2), 18(c) AND 18(i) OF THE ACT,

UNDER SECTIONS 6(c) AND 23(c) OF THE ACT GRANTING AN EXEMPTION FROM

RULE 23c-3 UNDER THE ACT, AND PURSUANT TO SECTION 17(d) AND RULE 17d-1

UNDER THE ACT

Alpha Alternative Assets Fund and Alpha Growth Management LLC filed an application on 

January 17, 2023, and an amendment to the application on May 25, 2023, requesting an order 

under section 6(c) of the Investment Company Act of 1940 (“Act”) granting an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the Act; under sections 6(c) and 23(c) of the Act, granting an 

exemption from rule 23c-3 under the Act; and pursuant to section 17(d) of the Act and rule 17d-1 

under the Act. The order permits certain registered closed-end management investment 

companies to issue multiple classes of common shares of beneficial interest with varying sales 

loads and asset-based service and/or distribution fees and to impose early withdrawal charges. 

On July 27, 2023, a notice of the filing of the application was issued (Investment Company Act 

Release No. 34966). The notice gave interested persons an opportunity to request a hearing and 

stated that an order disposing of the application would be issued unless a hearing was ordered. 

No request for a hearing has been filed, and the Commission has not ordered a hearing.

The matter has been considered and it is found, on the basis of the information set forth in the 

application, as amended, that granting the requested exemption is appropriate in the public 

interest and consistent with the protection of investors and the purposes fairly intended by the 

policy and provisions of the Act. 

It is further found that proposed repurchases will be made in a manner which does not unfairly 

discriminate against any holders of the class or classes of securities to be purchased.
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It is further found that the investment company’s proposed institution of asset-based service 

and/or distribution fees is consistent with the provisions, policies, and purposes of the Act, and 

will not be on a basis different from or less advantageous than that of other participants.

Accordingly, in the matter of Alpha Alternative Assets Fund and Alpha Growth Management 

LLC (File No. 812-15423),

IT IS ORDERED, under section 6(c) of the Act, that the requested exemption from sections

18(a)(2), 18(c) and 18(i) of the Act is granted, effective immediately, subject to the condition

contained in the application, as amended.

IT IS ALSO ORDERED, under sections 6(c) and 23(c)(3) of the Act, that the requested

exemption from rule 23c-3 is granted, effective immediately, subject to the condition contained

in the application, as amended.

IT IS ALSO ORDERED, under section 17(d) and rule 17d-1, that the investment company’s

institution of asset-based service and/or distribution fees is approved, effective immediately,

subject to the condition contained in the application, as amended.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood

Assistant Secretary