SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001193125-24-252989 from JOHN HANCOCK BOND TRUST (CIK 0000315554)

JOHN HANCOCK BOND TRUST (CIK 0000315554)
Date: Nov. 7, 2024 · CIK: 0000315554 · Accession: 0001193125-24-252989

AI Filing Summary & Sentiment

File numbers found in text: 333-282550

Date
November 7, 2024
Author
Not clearly detected
Form
CORRESP
Company
JOHN HANCOCK BOND TRUST (CIK 0000315554)

Letter

VIA EDGAR Division of Investment Management Attention: Sonny Oh David Mannion Re: John Hancock Bond Trust (the “Trust”) — File No. 333-282550 Registration Statement on Form N-14

Dear Mr. Oh and Mr. Mannion:

On behalf of the Trust, we submit this letter in response to comments received by telephone on October 16, 2024, from David Mannion of the accounting staff of the Securities and Exchange Commission (the “SEC”), and on October 29, 2024 from Sonny Oh of the SEC disclosure review staff (together, the “Staff”), each with respect to the registration statement on Form N-14 (the “Registration Statement”) related to the registration of shares of John Hancock Investment Grade Bond Fund, a series of the Trust (the “Acquiring Fund”), in connection with the reorganization of John Hancock Government Income Fund, also a series of the Trust (the “Target Fund” and, together with the Acquiring Fund, the “Funds”), with and into the Acquiring Fund (the “Reorganization”). The Registration Statement was filed with the SEC on October 8, 2024, accession no. 0001193125-24-234454.

For convenience, we have set forth each comment below, followed by the Trust’s response. Unless otherwise stated, capitalized terms have the same meaning as in the Registration Statement.

With respect to the comments received from Mr. Mannion on October 16, 2024, the Trust responds as follows:

Comment 1 — Please confirm that the fee tables contained in the Registration Statement reflect the current fees for the Target Fund and Acquiring Fund.

Response to Comment 1 — The Trust confirms that the fees reflected are the current fees for the Target Fund and Acquiring Fund.

Comment 2 —In the expense examples, please confirm that the Class C expenses for the 5 and 10 year Periods are correct or revise if necessary.

Response to Comment 2 — The Trust has updated the Class C expenses for the 5 Year period. The Trust confirms that the Class C expenses for the 10 Year period are reflected accurately.

Comment 3 — In the Capitalization Table, please ensure the table reflects all operational share classes.

Response to Comment 3 — The Trust has reviewed and updated the Capitalization Table to reflect all appropriate share classes.

Page

Securities and Exchange Commission

November 7, 2024

Comment 4 — In the Capitalization Table, please clarify whether the Advisor will pay the costs associated with the Reorganization or whether they will be allocated to the Funds.

Response to Comment 4 — The Trust has made clarifying edits to the Capitalization Table to reflect that the Advisor will bear the costs of the Reorganization due to the Target Fund’s current expense reimbursement agreement.

Comment 5 — In the SAI, under “Supplemental Financial Information” please state that there are no material differences in the accounting, valuation or taxation policies between the Target Fund and Acquiring Fund.

Response to Comment 5 —The Trust confirms that there are no material differences in the accounting, valuation or taxation policies of the Target Fund and Acquiring Fund and has made the requested revision.

Comment 6 — Please confirm that where necessary, information is appropriately hyperlinked.

Response to Comment 6 —The Trust confirms that all hyperlinks will be active in the definitive N-14.

With respect to the comments received from Mr. Oh on October 29, 2024, the Trust responds as follows:

Comment 1 — In the shareholder letter, there is a statement regarding expense ratios being lower after the Reorganization and after the allocation of any Reorganization costs. Please confirm the accuracy of the statement regarding the allocation of Reorganization costs given later statements that the Advisor will bear the cost of the Reorganization.

Response to Comment 1 — The Trust has deleted the language referenced by the Staff.

Comment 2 —On the proxy statement cover page, under “How the Reorganization will Work” please supplementally explain what liabilities may arise for the Target Fund under the Agreement and Plan of Reorganization.

Response to Comment 2 —Supplementally, the Trust notes that the liabilities being referred to are those arising out of the Reorganization, which would be paid out of the Target Fund’s assets (and therefore reduce the assets being acquired) and any liabilities incurred by the Target Fund arising from or related to a breach by the Target Fund of a representation or covenant under the Agreement and Plan of Reorganization.

Comment 3 — On the proxy statement cover page, under “Rationale for the Reorganization” it states that the Reorganization is expected to allow the Target Fund to “pursue a similar investment objective, in a fund with substantially similar principal investment strategies…” Please reconcile this statement against later disclosure stating that 50% of the of the Target Fund’s assets are expected to the sold in connection with the Reorganization.

Response to Comment 3 — The Trust has added the following disclosure under “Rationale for the Reorganization:”

While the Acquiring Fund and Target Fund have similar investment objectives and principal investment strategies and all securities held by the Target Fund are consistent with the Acquiring Fund’s investment restrictions and can be held by the Acquiring Fund, prior to the Reorganization, the Target Fund is planning to sell approximately 50% of its investments in anticipation of the Reorganization and invest the proceeds of such sales due to the investment preferences of the portfolio management team.

Page

Securities and Exchange Commission

November 7, 2024

Comment 4 — In the Proxy/Prospectus, under “Where to Get More Information,” please confirm or revise as necessary the date of the SAI.

Response to Comment 4 — The Trust has updated the date of the SAI.

Comment 5 — In the Proxy/Prospectus, under “Where to Get More Information,” please confirm whether the semiannual reports for the Target Fund and Acquiring Fund should be included.

Response to Comment 5 —The Trust notes that the May 31, 2024 annual reports for the Target Fund and Acquiring Fund are the most recent reports. The November 30, 2023 semiannual reports were issued prior to the annual reports and as such, are not required to the included in the Proxy/Prospectus.

Comment 6 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND,” the Staff notes that there is an additional member of the portfolio management team for the Acquiring Fund as opposed to the Target Fund. In the narrative, please make reference to the difference and explain any impact the difference in the portfolio management team will have on assets.

Response to Comment 6 —The Trust has added the following to the narrative description under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND:”

There is one member of the portfolio management team for the Acquiring Fund, Pranay Sonalkar, CFA, who is not a member of the Target Fund’s portfolio management team. No material differences in the management of the Target Fund and Acquiring Fund are attributable to Mr. Sonalkar’s investment expertise.

Comment 7 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND – Investment Objectives and Principal Investment Strategies” please disclose the Target Fund’s secondary investment objective and explain any impact resulting from the difference in the secondary objective between the Target Fund and Acquiring Fund.

Response to Comment 7 — The Trust has updated the language to include the Target Fund’s secondary investment objective. The difference in the secondary objective for the Target Fund as opposed to the investment objective of the Acquiring Fund does not result in a material difference in the management of the Target Fund as opposed to the Acquiring Fund, as such no additional changes have been made to the disclosure.

Comment 8 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND – Comparison of Investment Restrictions,” please highlight any differences between the fundamental and non-fundamental investment policies of the Target Fund and Acquiring Fund.

Response to Comment 8 —The Trust has made the following additions to the disclosure:

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), each Fund has adopted investment policies that can be changed only with shareholder approval. These policies are referred to as “fundamental investment restrictions.” In addition, the Target Fund has also adopted investment restrictions that are “non-fundamental,” i.e., restrictions that can be

Page

Securities and Exchange Commission

November 7, 2024

changed by Board action alone. The fundamental investment restrictions of the Target Fund and Acquiring Fund are identical. The Target Fund has non-fundamental investment restrictions regarding diversification and limiting investments in one issuer, each detailed in the below chart. The combined fund will continue to follow the fundamental and non-fundamental investment restrictions of the Acquiring Fund.

Comment 10 — Under “COMPARISON OF FUND CLASSES” please state if the terms of each class are identical or if there are any differences.

Response to Comment 10 —The Trust confirms that as between the Target Fund and Acquiring Fund, each class is identical, and has revised the disclosure accordingly.

Comment 11 — Under “COMPARISON OF FUND CLASSES—Commencement Dates” please insert “respectively” after the Acquiring Fund Class R6 commencement date of March 27, 2015.

Response to Comment 11 —The Trust has made the requested revision.

Comment 12 — Under “COMPARISON OF EXPENSES,” in each applicable Annual Fund Operating Expenses table, please confirm or revise the reference to the “Target Fund’s reimbursement” under footnote 2.

Response to Comment 12 —The Trust has updated each applicable reference to the “Acquiring Fund’s reimbursement.”

Comment 13 — Under “COMPARISON OF ADVISORY AGREEMENTS,” please confirm the inclusion of the sentence regarding aggregate net assets or revise as necessary.

Response to Comment 13 —The Trust has deleted the sentence.

Comment 14 —– Under “COMPARISON OF ADVISORY AGREEMENTS,” please confirm the effective management fees disclosed for the last fiscal year are accurate.

Response to Comment 14 —The Trust confirms the effective management fees disclosed for the last fiscal year are accurate.

Comment 15 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION—Reasons for the Reorganization,” the disclosure states that the Reorganization is expected to result in lower total expenses after waivers. Please confirm if the disclosure should instead read “lower total expenses before and after waivers,” consistent with other disclosure in the Proxy/Prospectus.

Response to Comment 15 —The Trust confirms that the disclosure should read “before and after waivers” and has revised the disclosure accordingly.

Comment 16 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION—Reasons for the Reorganization,” please disclose the secondary objective of the Target Fund.

Response to Comment 16 — The Trust has revised the disclosure to include the Target Fund’s secondary investment objective.

Page

Securities and Exchange Commission

November 7, 2024

Comment 17 — Please disclose any adverse considerations by the Board as applicable.

Response to Comment 17 —The Trust confirms that the Board considered all material factors related to the Proposal, as they deemed appropriate in their reasonable business judgment.

Comment 18 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION—Board Considerations of the Reorganization,” there is disclosure that states net expense ratios are expected to be lower “before and after exchange waivers,” please confirm the disclosure should instead read “before and after expense waivers.”

Response to Comment 18 —The Trust confirms that the disclosure should read “before and after expense waivers” and has revised accordingly.

Comment 19 — Under “FUNDS’ PAST PERFORMANCE,” the Staff notes that Form N-14 follows the requirements of Form N-1A, as such, performance should be as of calendar year end. The Staff notes that May 31, 2024 is given as the date of the performance information. Please revise.

Response to Comment 19 —The Trust confirms that calendar year total returns are shown in the bar chart and that the heading before the bar chart has been revised to state December 31, 2023.

Comment 20 — Under “FUNDS’ PAST PERFORMANCE,” the Staff notes that pursuant to N-1A Item 4(b)(2)(ii) regarding year to date total return, if a fund’s fiscal year end is not calendar year end, the most recent calendar quarter should be included, as such, please include this information.

Response to Comment 20 —The Trust has revised the performance information to show year to date total return as of the most recent calendar year quarter.

Comment 21— Under “FUNDS’ PAST PERFORMANCE,” the Staff notes that pursuant to N-1A Item 4(b)(2)(iii) regarding average annual total returns, calendar year total return should be used. Please revise.

Response to Comment 21 —The Trust has updated the “Average annual total return” tables to reflect calendar year information.

Comment 22 — Under “Additional Terms of the Agreement and Plan of Reorganization – Expenses of the Reorganization,” please reconcile the statement that the Target Fund is expected to sell approximately 50% of its investments in anticipation of the Reorganization with the disclosure that the Target Fund and Acquiring Fund have similar investment objectives and principal investment strategies.

Response to Comment 22 —The Trust has added the following disclosure under “Expenses of the Reorganization:”

While the Acquiring Fund and Target Fund have similar investment objectives and principal investment strategies and all securities held by the Target Fund are consistent with the Acquiring Fund’s investment restrictions and can be held by the Acquiring Fund, prior to the Reorganization, the Target Fund is planning to sell approximately 50% of its investments in anticipation of the Reorganization and invest the proceeds of such sales due to the investment preferences of the portfolio management team.

Comment 23 — The Staff notes that the Advisor is ultimately responsible for the costs of the Reorganization due the Target Fund being subject to an expense reimbursement agreement. Please supplementally confirm that the costs are not subject to recoupment by the Advisor.

Response to Comment 23 —The Trust confirms that the costs of the Reorganization are not subject to recoupment by the Advisor.

Page

Securities and Exchange Commission

November 7, 2024

Comment 24 — Under “INFORMATION CONCERNING THE MEETING – Solicitation of Proxies,” there is a reference to a “third party solicitation firm,” please confirm if a third party solicitation firm will be used and if so, provide applicable details including estimated cost.

Response to Comment 24 —The Trust confirms that a third party solicitation firm will not be used and has deleted the reference.

Comment 25 — In the SAI, under “Supplemental Financial Information” please supplementally explain why pro forma financial information is not included.

Response to Comment 25 —Supplementally, as disclosed, the Trust confirms that all of the Target Fund’s holdings are eligible to be held by the Acquiring Fund, as such, there are no forced sales contemplated in connection with the Reorganization and therefore the pro forma financial information is not required to be included.

Comment 26 — In the SAI, under “Supplemental Financial Information,” the disclosure states that the Reorganization will result in no change to the Target Fund’s investment portfolio. Pleas

Show Raw Text
CORRESP
1
filename1.htm

JOHN HANCOCK BOND TRUST

 November 7, 2024

VIA EDGAR

 Division of Investment Management

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 02549

 Attention: Sonny Oh

      David Mannion

Re:
 John Hancock Bond Trust (the “Trust”) — File No. 333-282550

Registration Statement on Form N-14

 Dear
Mr. Oh and Mr. Mannion:

 On behalf of the Trust, we submit this letter in response to comments received by telephone on October 16, 2024,
from David Mannion of the accounting staff of the Securities and Exchange Commission (the “SEC”), and on October 29, 2024 from Sonny Oh of the SEC disclosure review staff (together, the “Staff”), each with respect to the
registration statement on Form N-14 (the “Registration Statement”) related to the registration of shares of John Hancock Investment Grade Bond Fund, a series of the Trust (the “Acquiring Fund”), in connection with the
reorganization of John Hancock Government Income Fund, also a series of the Trust (the “Target Fund” and, together with the Acquiring Fund, the “Funds”), with and into the Acquiring Fund (the “Reorganization”). The
Registration Statement was filed with the SEC on October 8, 2024, accession no. 0001193125-24-234454.

 For convenience, we have set forth each
comment below, followed by the Trust’s response. Unless otherwise stated, capitalized terms have the same meaning as in the Registration Statement.

With respect to the comments received from Mr. Mannion on October 16, 2024, the Trust responds as follows:

Comment 1 — Please confirm that the fee tables contained in the Registration Statement reflect the current fees for the Target Fund and Acquiring
Fund.

 Response to Comment 1 — The Trust confirms that the fees reflected are the current fees for the Target Fund and
Acquiring Fund.

 Comment 2 —In the expense examples, please confirm that the Class C expenses for the 5 and 10 year Periods are correct or
revise if necessary.

 Response to Comment 2 — The Trust has updated the Class C expenses for the 5 Year period. The Trust
confirms that the Class C expenses for the 10 Year period are reflected accurately.

 Comment 3 — In the Capitalization Table, please ensure
the table reflects all operational share classes.

 Response to Comment 3 — The Trust has reviewed and updated the
Capitalization Table to reflect all appropriate share classes.

 Page
 2

 Securities and Exchange Commission

November 7, 2024

 Comment 4 — In the Capitalization Table, please clarify whether the Advisor will pay the costs
associated with the Reorganization or whether they will be allocated to the Funds.

 Response to Comment 4 — The Trust has made
clarifying edits to the Capitalization Table to reflect that the Advisor will bear the costs of the Reorganization due to the Target Fund’s current expense reimbursement agreement.

Comment 5 — In the SAI, under “Supplemental Financial Information” please state that there are no material differences in the
accounting, valuation or taxation policies between the Target Fund and Acquiring Fund.

 Response to Comment 5 —The Trust
confirms that there are no material differences in the accounting, valuation or taxation policies of the Target Fund and Acquiring Fund and has made the requested revision.

Comment 6 — Please confirm that where necessary, information is appropriately hyperlinked.

Response to Comment 6 —The Trust confirms that all hyperlinks will be active in the definitive N-14.

With respect to the comments received from Mr. Oh on October 29, 2024, the Trust responds as follows:

Comment 1 — In the shareholder letter, there is a statement regarding expense ratios being lower after the Reorganization and after the allocation
of any Reorganization costs. Please confirm the accuracy of the statement regarding the allocation of Reorganization costs given later statements that the Advisor will bear the cost of the Reorganization.

Response to Comment 1 — The Trust has deleted the language referenced by the Staff.

Comment 2 —On the proxy statement cover page, under “How the Reorganization will Work” please supplementally explain what liabilities
may arise for the Target Fund under the Agreement and Plan of Reorganization.

 Response to Comment 2 —Supplementally, the Trust
notes that the liabilities being referred to are those arising out of the Reorganization, which would be paid out of the Target Fund’s assets (and therefore reduce the assets being acquired) and any liabilities incurred by the Target Fund
arising from or related to a breach by the Target Fund of a representation or covenant under the Agreement and Plan of Reorganization.

 Comment 3
— On the proxy statement cover page, under “Rationale for the Reorganization” it states that the Reorganization is expected to allow the Target Fund to “pursue a similar investment objective, in a fund with substantially
similar principal investment strategies…” Please reconcile this statement against later disclosure stating that 50% of the of the Target Fund’s assets are expected to the sold in connection with the Reorganization.

Response to Comment 3 — The Trust has added the following disclosure under “Rationale for the Reorganization:”

While the Acquiring Fund and Target Fund have similar investment objectives and principal investment strategies and all securities held
by the Target Fund are consistent with the Acquiring Fund’s investment restrictions and can be held by the Acquiring Fund, prior to the Reorganization, the Target Fund is planning to sell approximately 50% of its investments in anticipation of
the Reorganization and invest the proceeds of such sales due to the investment preferences of the portfolio management team.

 Page
 3

 Securities and Exchange Commission

November 7, 2024

 Comment 4 — In the Proxy/Prospectus, under “Where to Get More Information,” please
confirm or revise as necessary the date of the SAI.

 Response to Comment 4 — The Trust has updated the date of the SAI.

Comment 5 — In the Proxy/Prospectus, under “Where to Get More Information,” please confirm whether the semiannual reports for the Target
Fund and Acquiring Fund should be included.

 Response to Comment 5 —The Trust notes that the May 31, 2024 annual reports
for the Target Fund and Acquiring Fund are the most recent reports. The November 30, 2023 semiannual reports were issued prior to the annual reports and as such, are not required to the included in the Proxy/Prospectus.

Comment 6 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND,” the Staff notes that there is an additional member of the
portfolio management team for the Acquiring Fund as opposed to the Target Fund. In the narrative, please make reference to the difference and explain any impact the difference in the portfolio management team will have on assets.

Response to Comment 6 —The Trust has added the following to the narrative description under “SUMMARY COMPARISONS OF TARGET
FUND TO ACQUIRING FUND:”

 There is one member of the portfolio management team for the Acquiring Fund, Pranay Sonalkar, CFA,
who is not a member of the Target Fund’s portfolio management team. No material differences in the management of the Target Fund and Acquiring Fund are attributable to Mr. Sonalkar’s investment expertise.

Comment 7 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND – Investment Objectives and Principal Investment
Strategies” please disclose the Target Fund’s secondary investment objective and explain any impact resulting from the difference in the secondary objective between the Target Fund and Acquiring Fund.

Response to Comment 7 — The Trust has updated the language to include the Target Fund’s secondary investment objective. The
difference in the secondary objective for the Target Fund as opposed to the investment objective of the Acquiring Fund does not result in a material difference in the management of the Target Fund as opposed to the Acquiring Fund, as such no
additional changes have been made to the disclosure.

 Comment 8 — Under “SUMMARY COMPARISONS OF TARGET FUND TO ACQUIRING FUND –
Comparison of Investment Restrictions,” please highlight any differences between the fundamental and non-fundamental investment policies of the Target Fund and Acquiring Fund.

Response to Comment 8 —The Trust has made the following additions to the disclosure:

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), each Fund has adopted investment policies
that can be changed only with shareholder approval. These policies are referred to as “fundamental investment restrictions.” In addition, the Target Fund has also adopted investment restrictions that are “non-fundamental,” i.e.,
restrictions that can be

 Page
 4

 Securities and Exchange Commission

November 7, 2024

changed by Board action alone. The fundamental investment restrictions of the Target Fund and Acquiring Fund are identical. The Target Fund has non-fundamental investment restrictions
regarding diversification and limiting investments in one issuer, each detailed in the below chart. The combined fund will continue to follow the fundamental and non-fundamental investment restrictions of the Acquiring Fund.

 Comment 10 — Under “COMPARISON OF FUND CLASSES” please state if the terms of each class are identical or if there are any
differences.

 Response to Comment 10 —The Trust confirms that as between the Target Fund and Acquiring Fund, each class is
identical, and has revised the disclosure accordingly.

 Comment 11 — Under “COMPARISON OF FUND CLASSES—Commencement Dates”
please insert “respectively” after the Acquiring Fund Class R6 commencement date of March 27, 2015.

 Response to Comment
11 —The Trust has made the requested revision.

 Comment 12 — Under “COMPARISON OF EXPENSES,” in each applicable Annual Fund
Operating Expenses table, please confirm or revise the reference to the “Target Fund’s reimbursement” under footnote 2.

Response to Comment 12 —The Trust has updated each applicable reference to the “Acquiring Fund’s reimbursement.”

 Comment 13 — Under “COMPARISON OF ADVISORY AGREEMENTS,” please confirm the inclusion of the sentence regarding aggregate net assets
or revise as necessary.

 Response to Comment 13 —The Trust has deleted the sentence.

Comment 14 —– Under “COMPARISON OF ADVISORY AGREEMENTS,” please confirm the effective management fees disclosed for the last fiscal
year are accurate.

 Response to Comment 14 —The Trust confirms the effective management fees disclosed for the last fiscal year
are accurate.

 Comment 15 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION—Reasons for the Reorganization,”
the disclosure states that the Reorganization is expected to result in lower total expenses after waivers. Please confirm if the disclosure should instead read “lower total expenses before and after waivers,” consistent with other
disclosure in the Proxy/Prospectus.

 Response to Comment 15 —The Trust confirms that the disclosure should read “before
and after waivers” and has revised the disclosure accordingly.

 Comment 16 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION—Reasons for the Reorganization,” please disclose the secondary objective of the Target Fund.

 Response to
Comment 16 — The Trust has revised the disclosure to include the Target Fund’s secondary investment objective.

 Page
 5

 Securities and Exchange Commission

November 7, 2024

 Comment 17 — Please disclose any adverse considerations by the Board as applicable.

Response to Comment 17 —The Trust confirms that the Board considered all material factors related to the Proposal, as they deemed
appropriate in their reasonable business judgment.

 Comment 18 — Under “PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION—Board Considerations of the Reorganization,” there is disclosure that states net expense ratios are expected to be lower “before and after exchange waivers,” please confirm the disclosure should instead read
“before and after expense waivers.”

 Response to Comment 18 —The Trust confirms that the disclosure should
read “before and after expense waivers” and has revised accordingly.

 Comment 19 — Under “FUNDS’ PAST
PERFORMANCE,” the Staff notes that Form N-14 follows the requirements of Form N-1A, as such, performance should be as of calendar year end. The Staff notes that May 31, 2024 is given as the date of the performance information. Please
revise.

 Response to Comment 19 —The Trust confirms that calendar year total returns are shown in the bar chart and that the
heading before the bar chart has been revised to state December 31, 2023.

 Comment 20 — Under “FUNDS’ PAST PERFORMANCE,”
the Staff notes that pursuant to N-1A Item 4(b)(2)(ii) regarding year to date total return, if a fund’s fiscal year end is not calendar year end, the most recent calendar quarter should be included, as such, please include this
information.

 Response to Comment 20 —The Trust has revised the performance information to show year to date total return as of
the most recent calendar year quarter.

 Comment 21— Under “FUNDS’ PAST PERFORMANCE,” the Staff notes that pursuant to N-1A
Item 4(b)(2)(iii) regarding average annual total returns, calendar year total return should be used. Please revise.

 Response to
Comment 21 —The Trust has updated the “Average annual total return” tables to reflect calendar year information.

 Comment 22
— Under “Additional Terms of the Agreement and Plan of Reorganization – Expenses of the Reorganization,” please reconcile the statement that the Target Fund is expected to sell approximately 50% of its investments in
anticipation of the Reorganization with the disclosure that the Target Fund and Acquiring Fund have similar investment objectives and principal investment strategies.

Response to Comment 22 —The Trust has added the following disclosure under “Expenses of the Reorganization:”

While the Acquiring Fund and Target Fund have similar investment objectives and principal investment strategies and all securities held
by the Target Fund are consistent with the Acquiring Fund’s investment restrictions and can be held by the Acquiring Fund, prior to the Reorganization, the Target Fund is planning to sell approximately 50% of its investments in anticipation of
the Reorganization and invest the proceeds of such sales due to the investment preferences of the portfolio management team.

 Comment 23
— The Staff notes that the Advisor is ultimately responsible for the costs of the Reorganization due the Target Fund being subject to an expense reimbursement agreement. Please supplementally confirm that the costs are not subject to
recoupment by the Advisor.

 Response to Comment 23 —The Trust confirms that the costs of the Reorganization are not subject to
recoupment by the Advisor.

 Page
 6

 Securities and Exchange Commission

November 7, 2024

 Comment 24 — Under “INFORMATION CONCERNING THE MEETING – Solicitation of Proxies,”
there is a reference to a “third party solicitation firm,” please confirm if a third party solicitation firm will be used and if so, provide applicable details including estimated cost.

Response to Comment 24 —The Trust confirms that a third party solicitation firm will not be used and has deleted the reference.

 Comment 25 — In the SAI, under “Supplemental Financial Information” please supplementally explain why pro forma financial
information is not included.

 Response to Comment 25 —Supplementally, as disclosed, the Trust confirms that all of the Target
Fund’s holdings are eligible to be held by the Acquiring Fund, as such, there are no forced sales contemplated in connection with the Reorganization and therefore the pro forma financial information is not required to be included.

Comment 26 — In the SAI, under “Supplemental Financial Information,” the disclosure states that the Reorganization will result in no
change to the Target Fund’s investment portfolio. Pleas