Correspondence 0001680359-25-000226 from NATIONWIDE VARIABLE INSURANCE TRUST (CIK 0000353905)
NATIONWIDE VARIABLE INSURANCE TRUST (CIK 0000353905)
Date: April 4, 2025 · CIK: 0000353905 · Accession: 0001680359-25-000226
AI Filing Summary & Sentiment
File numbers found in text: 811-03213
Letter
VIA EDGAR Division of Investment Management Attention: Ms. Alison White, Esquire Re: Nationwide Variable Insurance Trust File Nos. 002-73024 and 811-03213
Dear Ms. White:
On behalf of Nationwide Variable Insurance Trust (the “Registrant”) and its series the NVIT Fidelity Institutional AM® Worldwide Fund, NVIT NASDAQ-100 Index Fund and NVIT J.P. Morgan Inflation Managed Fund (each, a “Fund,” and collectively, the “Funds”), below you will find the Registrant’s responses to the comments conveyed by you on January 29, 2025, with regard to Post-Effective Amendment No. 258 (the “Amendment”) to the Registrant’s registration statement (the “Registration Statement”) on Form N-1A. The Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2024, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
Below we have provided your comments and the Registrant’s response to each comment. These responses will be incorporated into a post-effective amendment filing to be made pursuant to Rule 485(b) of the Securities Act. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement.
Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California
A Pennsylvania Limited Liability Partnership
U.S. Securities and Exchange Commission
Page 2
NVIT FIDELITY INSTITUTIONAL AM® WORLDWIDE FUND AND NVIT NASDAQ-100 INDEX FUND PROSPECTUS
1.
Comment: Consider clarifying somewhere in the prospectus the significance of “Institutional AM” in the NVIT Fidelity Institutional AM® Worldwide Fund’s name.
Response: “Institutional AM®” is included in the Fund’s name per the trademark licensing agreement into which Registrant has entered with the Fund’s subadviser, FIAM LLC.
2.
Comment: Please provide completed fee tables and expense examples prior to the effective date of the Registration Statement.
Response: The Registrant has included completed fee tables and expense examples for all Funds as an exhibit to this correspondence.
3.
Comment: In the second paragraph under “Example” for each Fund, please consider removing the disclosure regarding “any expense limitation or fee waivers” if there are none disclosed in the fee tables.
Response: The Registrant respectfully declines to revise the disclosure as requested, as it believes the use of the term “any” in the disclosure renders it broad enough to encompass both situations where (a) there is an expense limitation and/or fee waiver disclosed in the table, or (b) there is no such disclosure.
4.
Comment: The first sentence under “Principal Investment Strategies” for the NVIT Fidelity Institutional AM® Worldwide Fund on page 2 states, “The Fund invests in equity securities issued throughout the world, including the United States.” Please clarify in disclosure whether this means “located throughout the world” or “headquartered throughout the world.”
Response: The Registrant has revised the referenced disclosure as follows:
The Fund invests in equity securities issued of companies located throughout the world.
5.
Comment: The second to last sentence under “Principal Investment Strategies” for the NVIT NASDAQ-100 Index Fund on page 5 states, “Because the NASDAQ-100 Index includes securities from several technology industries, the Fund is permitted to invest more than 25% of its net assets in securities of companies in the technology sector.” Please specifically state in the Principal Investment Strategies section that the Fund may concentrate to the extent of the NASDAQ-100 Index (consistent with disclosure specific to the Fund in the SAI under “Investment Restrictions”). Additionally, if the NASDAQ-100 Index is currently concentrated in any industry or group of industries, please provide investment strategy disclosure with respect to such industry or group of industries. The Staff notes there is Item 9 risk disclosure with respect to consumer discretionary, consumer staples, health care, industrials and information technology.
U.S. Securities and Exchange Commission
Page 3
Response: The Registrant respectfully declines to revise its disclosure consistent with the below discussion.
Concentration Disclosure
Item 4(a)(1) and Instruction 4 to Item 9(b)(1) of Form N-1A require a fund to disclose “any policy to concentrate in securities of issuers in a particular industry or group of industries.” Section 8(b)(1)(E) of the 1940 Act permits a registrant to retain freedom of action to concentrate, provided it includes in its registration statement “a statement briefly indicating, insofar as is practicable, the extent to which the registrant intends to engage therein.” Such discretion is permitted as long as the surrounding circumstances are described “to the extent practicable.” See First Australia, SEC No-Action Letter (pub. avail. Jul. 29, 1999).
In addition to the disclosure referenced by the Staff, which is also included in Item 9 (fourth paragraph under “Principal Investment Strategies” on page 9), the Registrant also includes a “concentration risk” in both Item 4 (page 6) and Item 9 (page 10), which outlines “the risk[s] associated with exposure to any one industry or sector,” noting that the Fund “invests more than 25% of its total assets …. in the technology sector.” The SAI (page 34 under “The NVIT NASDAQ-100 Index Fund”) further provides that the Fund:
May not purchase the securities of any issuer if, as a result, 25% or more (taken at current value) of the Fund’s total assets would be invested in the securities of issuers, the principal activities of which are in the same industry; provided, that in replicating the weightings of a particular industry in its target index, the Fund may invest more than 25% of its total assets in securities of issuers in that industry.
The Registrant also directs the Staff to the edits made in response to Comment 17 below. Taken as a whole, the Registrant believes it has sufficiently stated the circumstances and extent to which the Fund may concentrate investments consistent with the 1940 Act, Form N-1A and Staff guidance.
Investment Strategy Disclosure
Item 9(b)(1) of Form N-1A requires the Fund to “Describe the Fund’s principal investment strategies, including the particular type or types of securities in which the Fund principally invests or will invest.” Item 4(a)(1) of Form N-1A states: “Based on the information given in response to Item 9(b), summarize how the Fund intends to achieve its investment objectives by identifying the Fund’s principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) …” (emphasis added). As such, by the terms of Form N-1A, Item 9 is meant
U.S. Securities and Exchange Commission
Page 4
to provide more robust investment strategy disclosure, and Item 4 is meant to provide pared down “summary” investment strategy disclosure.
The Registrant directs the Staff to the Fund’s Item 9 disclosure (fourth sentence of third paragraph under “Principal Investment Strategies” on Page 9) which states: “The largest component of the NASDAQ-100 Index consists of companies in the technology sector, such as software, hardware, communications and other information technology industries.” (emphasis added). The Registrant further directs the Staff to its Item 4 disclosure (fifth sentence of first paragraph under “Principal Investment Strategies” on Page 5), which states: “Because the NASDAQ-100 Index includes securities from several technology industries, the Fund is permitted to invest more than 25% of its net assets in securities of companies in the technology sector.” (emphasis added). The Registrant believes this disclosure adequately describes the “type or types of securities in which the Fund” will invest required by Item 9(b)(1), and that it has provided a sufficient “summar[y]” of the Item 9(b) investment strategies as required by Item 4(a)(1).
6.
Comment: The “Principal Risks” section for the NVIT NASDAQ-100 Index Fund on page 6 includes “foreign securities risk.” Please disclose in the principal investment strategies section that the Fund may invest in foreign securities.
Response: The Registrant respectfully directs the Staff to the Fund’s Item 9 disclosure (beginning of third paragraph under “Principal Investment Strategies” on page 9) which states (emphasis added):
The NASDAQ-100 Index is a stock market index made up of equity securities issued by 100 of the largest non-financial companies listed on the Nasdaq stock exchange. Some of these companies may be located outside the United States.
The Registrant has added the above italicized disclosure to the equivalent section in Item 4 (after the second sentence under “Principal Investment Strategies” on page 5) and in the SAI (after the second sentence under “The NVIT NASDAQ-100 Index Fund” on page 32) to address the Staff’s comment.
7.
Comment: Please consider including a discussion relating to the NASDAQ-100 Index in the Fund’s Item 4 “Principal Investment Strategies” section similar to that disclosed in the third paragraph under the Item 9 “Principal Investment Strategies” on page 9.
Response: The Registrant respectfully declines to revise its disclosure consistent with its response to Comment 5 under “Investment Strategy Disclosure” above.
8.
Comment: Given the inclusion of Item 9 risk disclosure on pages 10-11 regarding consumer discretionary, consumer staples, health care, industrials and information technology, please provide corresponding Item 4 risk disclosure.
U.S. Securities and Exchange Commission
Page 5
Response: Item 9(c) of Form N-1A requires a Fund to “Disclose the principal risks of investing in the Fund, including the risks to which the Fund’s particular portfolio as a whole is expected to be subject and the circumstances reasonably likely to affect adversely the Fund’s net asset value, yield, or total return.” Item 4(b)(1)(i) states: “Based on the information given in response to Item 9(c), summarize the principal risks of investing in the Fund, including the risks to which the Fund’s portfolio as a whole is subject and the circumstances reasonably likely to affect adversely the Fund’s net asset value, yield, and total return.” (emphasis added). As such, by the terms of Form N-1A, Item 9 is meant to provide more robust risk disclosure, and Item 4 is meant to provide pared down “summary” risk disclosure.
The Registrant respectfully directs the Staff to “Country or sector risk” on Page 3 and “Sector risk” on Page 6, each under “Principal Risks.” The Registrant submits that these risks are designed to “summarize” the risks posed by investments in the various sectors cited by the Staff. Therefore, the Registrant respectfully declines to revise its disclosure, as the Registrant believes it has sufficiently summarized the principal risks of the Fund based on the disclosures made under Item 9(c).
9.
Comment: The Staff notes there is disclosure with respect to depositary receipts under “Foreign securities risk” on page 12. If the NVIT Fidelity Institutional AM® Worldwide Fund will invest in depositary receipts as a principal investment strategy, please provide corresponding Item 4 principal investment strategy disclosure. Similarly, if unsponsored depositary receipts will be a principal investment strategy, please provide specific disclosure.
Response: The Registrant confirms that the NVIT Fidelity Institutional AM® Worldwide Fund will not invest in depositary receipts as a principal investment strategy.
10.
Comment: Please reconcile the disclosure under “temporary investments” in the last paragraph on page 13 with the disclosure in Item 4 (page 6) and Item 9 (page 12) under “Index fund risk,” which provides that the NVIT NASDAQ-100 Index Fund will not use defensive strategies.
Response: The Registrant has added the below directly following the disclosure referenced by the Staff:
The NVIT NASDAQ-100 Index Fund uses an indexing strategy and does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor securities performance, although the Fund may use temporary investments pending investment of cash balances or to manage anticipated redemption activity.
U.S. Securities and Exchange Commission
Page 6
NVIT J.P. MORGAN INFLATION MANAGED FUND PROSPECTUS
11.
Comment: On page 2 under “Principal Investment Strategies,” if the Fund has a targeted maturity or duration for its fixed income securities, please add appliable disclosure.
Response: The Registrant confirms that the Fund does not have a targeted maturity or duration for its fixed income securities.
12.
Comment: The Staff notes references to the Non-Seasonally Adjusted Consumer Price Index for all Urban Consumers (“CPI-U”) in the Fund’s principal investment strategies on pages 2-3. Please briefly explain what items that are included in the CPI-U. To the extent investors are likely to have significant expenses that would not be included in the CPI-U, please also consider the need to address that and the potential that while the Fund’s investment strategy may hedge inflation generally, the Fund will not necessarily hedge the types of inflation likely experienced by investors.
Response: The Registrant has added the following disclosure following the third sentence of the first paragraph under “Principal Investment Strategies” on page 7:
The CPI-U measures the changes in the cost of living, made up of components such as housing, food, transportation and energy. There can be no assurance that the CPI-U will accurately measure the real rate of inflation in the prices of goods and services, and it may not be fully representative of an investor’s personal inflation experience.
13.
Comment: The Staff notes that there is disclosure with respect to “Corporate loans risk” on pages 4-5. If the Fund will hold covenant-lite loans, please consider providing applicable investment strategy and risk disclosure.
Response: The Fund does not intend to hold covenant-lite loans as a principal investment strategy.
14.
Comment: The Staff notes that the Fund’s principal investment stra
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CORRESP
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filename1.htm
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W. Suite 700
Washington, DC 20006
Telephone 202.822.9611
Fax 202.822.0140
www.stradley.com
Jessica D. Burt
Partner
jburt@stradley.com
202.419.8409
April 4, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention:
Ms. Alison White, Esquire
Re:
Nationwide Variable Insurance Trust
File Nos. 002-73024 and 811-03213
Dear Ms. White:
On behalf of Nationwide Variable Insurance Trust (the “Registrant”) and its series the NVIT Fidelity Institutional AM®
Worldwide Fund, NVIT NASDAQ-100 Index Fund and NVIT J.P. Morgan Inflation Managed Fund (each, a “Fund,” and collectively, the “Funds”), below you will find the Registrant’s responses to the comments conveyed by you on January 29, 2025, with regard to
Post-Effective Amendment No. 258 (the “Amendment”) to the Registrant’s registration statement (the “Registration Statement”) on Form N-1A. The Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2024,
pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
Below we have provided your comments and the Registrant’s response to each comment. These responses will be incorporated into a
post-effective amendment filing to be made pursuant to Rule 485(b) of the Securities Act. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement.
Pennsylvania • New Jersey • Delaware • DC • New York • Illinois • California
A Pennsylvania Limited Liability Partnership
U.S. Securities and Exchange Commission
Page 2
NVIT FIDELITY INSTITUTIONAL AM® WORLDWIDE FUND AND NVIT NASDAQ-100 INDEX FUND PROSPECTUS
1.
Comment: Consider clarifying somewhere in the prospectus the significance of “Institutional AM” in the NVIT Fidelity Institutional AM®
Worldwide Fund’s name.
Response: “Institutional AM®” is included in the Fund’s name per the trademark licensing agreement into which Registrant has entered with the Fund’s
subadviser, FIAM LLC.
2.
Comment: Please provide completed fee tables and expense examples prior to the effective date of the Registration Statement.
Response: The Registrant has included completed fee tables and expense examples for all Funds as an exhibit to this correspondence.
3.
Comment: In the second paragraph under “Example” for each Fund, please consider removing the disclosure regarding “any expense limitation or fee
waivers” if there are none disclosed in the fee tables.
Response: The Registrant respectfully declines to revise the disclosure as requested, as it believes the use of the term “any” in the disclosure renders it broad enough
to encompass both situations where (a) there is an expense limitation and/or fee waiver disclosed in the table, or (b) there is no such disclosure.
4.
Comment: The first sentence under “Principal Investment Strategies” for the NVIT Fidelity Institutional AM® Worldwide Fund on page 2
states, “The Fund invests in equity securities issued throughout the world, including the United States.” Please clarify in disclosure whether this means “located throughout the world” or “headquartered throughout the world.”
Response: The Registrant has revised the referenced disclosure as follows:
The Fund invests in equity securities issued of companies located throughout the world.
5.
Comment: The second to last sentence under “Principal Investment Strategies” for the NVIT NASDAQ-100 Index Fund on page 5 states, “Because the
NASDAQ-100 Index includes securities from several technology industries, the Fund is permitted to invest more than 25% of its net assets in securities of companies in the technology sector.” Please specifically state in the Principal Investment
Strategies section that the Fund may concentrate to the extent of the NASDAQ-100 Index (consistent with disclosure specific to the Fund in the SAI under “Investment Restrictions”). Additionally, if the NASDAQ-100 Index is currently
concentrated in any industry or group of industries, please provide investment strategy disclosure with respect to such industry or group of industries. The Staff notes there is Item 9 risk disclosure with respect to consumer discretionary,
consumer staples, health care, industrials and information technology.
U.S. Securities and Exchange Commission
Page 3
Response: The Registrant respectfully declines to revise its disclosure consistent with the below discussion.
Concentration Disclosure
Item 4(a)(1) and Instruction 4 to Item 9(b)(1) of Form N-1A require a fund to disclose “any policy to concentrate in securities of issuers in a particular industry or group of
industries.” Section 8(b)(1)(E) of the 1940 Act permits a registrant to retain freedom of action to concentrate, provided it includes in its registration statement “a statement briefly indicating, insofar as is practicable, the extent to which
the registrant intends to engage therein.” Such discretion is permitted as long as the surrounding circumstances are described “to the extent practicable.” See First Australia, SEC No-Action Letter
(pub. avail. Jul. 29, 1999).
In addition to the disclosure referenced by the Staff, which is also included in Item 9 (fourth paragraph under “Principal Investment Strategies” on page 9), the Registrant also
includes a “concentration risk” in both Item 4 (page 6) and Item 9 (page 10), which outlines “the risk[s] associated with exposure to any one industry or sector,” noting that the Fund “invests more than 25% of its total assets …. in the
technology sector.” The SAI (page 34 under “The NVIT NASDAQ-100 Index Fund”) further provides that the Fund:
May not purchase the securities of any issuer if, as a result, 25% or more (taken at current value) of the Fund’s total assets would be invested in the securities of issuers,
the principal activities of which are in the same industry; provided, that in replicating the weightings of a particular industry in its target index, the Fund may invest more than 25% of its total assets in securities of issuers in that
industry.
The Registrant also directs the Staff to the edits made in response to Comment 17 below. Taken as a whole, the Registrant believes it has sufficiently stated the circumstances
and extent to which the Fund may concentrate investments consistent with the 1940 Act, Form N-1A and Staff guidance.
Investment Strategy Disclosure
Item 9(b)(1) of Form N-1A requires the Fund to “Describe the Fund’s principal investment strategies, including the particular type or types of securities in which the Fund
principally invests or will invest.” Item 4(a)(1) of Form N-1A states: “Based on the information given in response to Item 9(b), summarize how the Fund intends to achieve its investment objectives by
identifying the Fund’s principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) …” (emphasis added). As such, by the terms of Form N-1A, Item 9 is meant
U.S. Securities and Exchange Commission
Page 4
to provide more robust investment strategy disclosure, and Item 4 is meant to provide pared down “summary” investment strategy disclosure.
The Registrant directs the Staff to the Fund’s Item 9 disclosure (fourth sentence of third paragraph under “Principal Investment Strategies” on Page 9) which states: “The
largest component of the NASDAQ-100 Index consists of companies in the technology sector, such as software, hardware, communications and other information technology industries.” (emphasis added). The
Registrant further directs the Staff to its Item 4 disclosure (fifth sentence of first paragraph under “Principal Investment Strategies” on Page 5), which states: “Because the NASDAQ-100 Index includes securities from several technology industries, the Fund is permitted to invest more than 25% of its net assets in securities of companies in the technology sector.” (emphasis added). The
Registrant believes this disclosure adequately describes the “type or types of securities in which the Fund” will invest required by Item 9(b)(1), and that it has provided a sufficient “summar[y]” of the Item 9(b) investment strategies as
required by Item 4(a)(1).
6.
Comment: The “Principal Risks” section for the NVIT NASDAQ-100 Index Fund on page 6 includes “foreign securities risk.” Please disclose in the
principal investment strategies section that the Fund may invest in foreign securities.
Response: The Registrant respectfully directs the Staff to the Fund’s Item 9 disclosure (beginning of third paragraph under “Principal Investment Strategies” on page 9)
which states (emphasis added):
The NASDAQ-100 Index is a stock market index made up of equity securities issued by 100 of the largest non-financial companies listed on the Nasdaq stock exchange. Some of these companies may be located outside the United States.
The Registrant has added the above italicized disclosure to the equivalent section in Item 4 (after the second sentence under “Principal Investment Strategies” on page 5) and in
the SAI (after the second sentence under “The NVIT NASDAQ-100 Index Fund” on page 32) to address the Staff’s comment.
7.
Comment: Please consider including a discussion relating to the NASDAQ-100 Index in the Fund’s Item 4 “Principal Investment Strategies” section
similar to that disclosed in the third paragraph under the Item 9 “Principal Investment Strategies” on page 9.
Response: The Registrant respectfully declines to revise its disclosure consistent with its response to Comment 5 under “Investment Strategy Disclosure” above.
8.
Comment: Given the inclusion of Item 9 risk disclosure on pages 10-11 regarding consumer discretionary, consumer staples, health care, industrials
and information technology, please provide corresponding Item 4 risk disclosure.
U.S. Securities and Exchange Commission
Page 5
Response: Item 9(c) of Form N-1A requires a Fund to “Disclose the principal risks of investing in the Fund, including the risks to which the Fund’s particular portfolio
as a whole is expected to be subject and the circumstances reasonably likely to affect adversely the Fund’s net asset value, yield, or total return.” Item 4(b)(1)(i) states: “Based on the information given in
response to Item 9(c), summarize the principal risks of investing in the Fund, including the risks to which the Fund’s portfolio as a whole is subject and the circumstances reasonably likely to affect adversely the Fund’s net asset
value, yield, and total return.” (emphasis added). As such, by the terms of Form N-1A, Item 9 is meant to provide more robust risk disclosure, and Item 4 is meant to provide pared down “summary” risk disclosure.
The Registrant respectfully directs the Staff to “Country or sector risk” on Page 3 and “Sector risk” on Page 6, each under “Principal Risks.” The Registrant submits that these
risks are designed to “summarize” the risks posed by investments in the various sectors cited by the Staff. Therefore, the Registrant respectfully declines to revise its disclosure, as the Registrant believes it has sufficiently summarized the
principal risks of the Fund based on the disclosures made under Item 9(c).
9.
Comment: The Staff notes there is disclosure with respect to depositary receipts under “Foreign securities risk” on page 12. If the NVIT Fidelity
Institutional AM® Worldwide Fund will invest in depositary receipts as a principal investment strategy, please provide corresponding Item 4 principal investment strategy disclosure. Similarly, if unsponsored depositary receipts will
be a principal investment strategy, please provide specific disclosure.
Response: The Registrant confirms that the NVIT Fidelity Institutional AM® Worldwide Fund will not invest in depositary receipts as a principal investment
strategy.
10.
Comment: Please reconcile the disclosure under “temporary investments” in the last paragraph on page 13 with the disclosure in Item 4 (page 6) and
Item 9 (page 12) under “Index fund risk,” which provides that the NVIT NASDAQ-100 Index Fund will not use defensive strategies.
Response: The Registrant has added the below directly following the disclosure referenced by the Staff:
The NVIT NASDAQ-100 Index Fund uses an indexing strategy and does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term
periods of poor securities performance, although the Fund may use temporary investments pending investment of cash balances or to manage anticipated redemption activity.
U.S. Securities and Exchange Commission
Page 6
NVIT J.P. MORGAN INFLATION MANAGED FUND PROSPECTUS
11.
Comment: On page 2 under “Principal Investment Strategies,” if the Fund has a targeted maturity or duration for its fixed income securities, please
add appliable disclosure.
Response: The Registrant confirms that the Fund does not have a targeted maturity or duration for its fixed income securities.
12.
Comment: The Staff notes references to the Non-Seasonally Adjusted Consumer Price Index for all Urban Consumers (“CPI-U”) in the Fund’s principal
investment strategies on pages 2-3. Please briefly explain what items that are included in the CPI-U. To the extent investors are likely to have significant expenses that would not be included in the CPI-U, please also consider the need to
address that and the potential that while the Fund’s investment strategy may hedge inflation generally, the Fund will not necessarily hedge the types of inflation likely experienced by investors.
Response: The Registrant has added the following disclosure following the third sentence of the first paragraph under “Principal Investment Strategies” on page 7:
The CPI-U measures the changes in the cost of living, made up of components such as housing, food, transportation and energy. There can be no assurance that the CPI-U will
accurately measure the real rate of inflation in the prices of goods and services, and it may not be fully representative of an investor’s personal inflation experience.
13.
Comment: The Staff notes that there is disclosure with respect to “Corporate loans risk” on pages 4-5. If the Fund will hold covenant-lite loans,
please consider providing applicable investment strategy and risk disclosure.
Response: The Fund does not intend to hold covenant-lite loans as a principal investment strategy.
14.
Comment: The Staff notes that the Fund’s principal investment stra