SEC Company Response from VALIC Co I (CIK 0000719423) — Jan 23, 2020
VALIC Co I (CIK 0000719423)
Date: Jan. 23, 2020 · CIK: 0000719423 · Accession: 0001193125-20-013247
AI Filing Summary & Sentiment
File numbers found in text: 811-03738
Letter
VIA EDGAR Securities and Exchange Commission Division of Investment Management Attention: Jennifer Hardy Re: VALIC Company I (the “Registrant”) Securities Act File No. 002-83631 Investment Company Act File No. 811-03738
Dear Ms. Hardy:
This letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on January 9, 2020, regarding Post-Effective Amendment No. 86 to the Registrant’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 85 to the Registrant’s Registration Statement under the Investment Company Act of 1940, as amended (the “Amendment”). The Amendment contains the prospectus and statement of additional information (“SAI”) for the Global Strategy Fund (the “Fund”).
For your convenience, the substance of the Staff’s comments has been restated below to the best of the Registrant’s understanding in italicized text. The Registrant’s responses to each comment are set out immediately under the restated comment. A Post-Effective Amendment to the Registration Statement, which reflects changes made in response to the Staff’s comments, along with changes made to update certain other information in the Registration Statement will be filed separately. Defined terms, unless otherwise defined herein, have the meanings given them in the Amendment.
I. General
Comment 1:
Please note that where a comment is made in one section of the Prospectus, such comment is applicable to all similar disclosures appearing elsewhere in the Prospectus.
Jennifer Hardy
January 23, 2020
Page 2
Response 1:
The Registrant submits that comments to the Prospectus will be addressed consistently throughout the Prospectus to the extent applicable.
Comment 2:
Please file your responses to the Staff’s comments as correspondence with the SEC via EDGAR at least 5 business days prior to the effective date of the Registration Statement to give the Staff adequate time to review the responses. Please confirm that all excluded and bracketed language (i.e., the performance bar chart, the average annual total returns table and the financial highlights table) will be updated 5 days prior to effectiveness to allow the Staff time to review it.
Response 2:
The Registrant will seek to respond to the Staff’s comments at least five business days prior to the effective date of the Amendment. A completed fee table, expense example, performance bar chart and table and financial highlights table are attached hereto as Exhibit A. The Registrant will update all other information that was excluded or in brackets in the Amendment.
II. Prospectus
Comment 3:
In the subsection entitled “Fund Summary: Global Strategy Fund – Fees and Expenses of the Fund – Expense Example,” the second sentence states that “[t]he Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.” Please revise the phrase “redeem all of your shares” to “redeem or hold all of your shares.”
Response 3:
The above-referenced language tracks Item 3 of Form N-1A. Therefore, the requested change has not been made.
Comment 4:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please be more specific as to the types of “fixed income (debt) securities” the Fund intends to invest in and add appropriate risk disclosure for each type of fixed income investment. For example, will the Fund invest in corporate bonds, asset-backed securities, mortgage-backed securities, etc.?
Response 4:
The Registrant submits that the Fund principally invests in sovereign debt securities in the form of bonds, bills, notes and debentures, and it also invests in high-yield fixed income securities (i.e., junk bonds). The Registrant notes that the second and fifth paragraphs of the above-referenced subsection already identify the Fund’s investments with respect to these securities and the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund” already contains appropriate risk disclosure.
Jennifer Hardy
January 23, 2020
Page 3
Comment 5:
In the second sentence of the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please specifically spell out the name of the MSCI ACWI Index.
Response 5:
The requested change has been made.
Comment 6:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” in regard to debt obligations, please disclose any requirement as to duration and if there are requirements as to duration, please provide a definition and an example of duration. For example, duration measures sensitivity to interest rates and not time and provide an example of duration (i.e., if the portfolio has a duration of 3 years and interest rates increase by 1% than the portfolio would decline in value by approximately 3%.) The example should be in response to Item 9 disclosure. Please also explain in the risk disclosure that a longer duration tends to mean a greater sensitivity to changes in interest rates which typically correspond to higher volatility and higher risk.
Response 6:
The Registrant submits that the Fund may invest in debt obligations of any duration and has revised the disclosure in the above-referenced subsection accordingly. In addition, the Registrant has revised its risk disclosure to add additional information about duration.
Comment 7:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please provide examples of when the “mix of investments will be adjusted.”
Response 7:
The Registrant submits that the mix of investments will be adjusted as a result of the subadviser’s independent analysis of countries, interest rates and exchange rates, among other factors. The Registrant has revised the disclosure in the above-referenced subsection accordingly.
Comment 8:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please provide more details about how the debt and money market investments will be chosen for purchase and how the adviser determines when to sell an investment. Please briefly disclose these details in this subsection and in more detail in Item 9. Please also disclose how the adviser determines when the equity investments will be sold briefly in this subsection and in more detail in Item 9. Please describe the four investment style factors – quality, value, momentum and low volatility – in more detail in the Item 9 disclosure and discuss how these factors are weighted.
Response 8:
The Registrant has revised the disclosure in the above-referenced subsection and in Item 9.
Comment 9:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please move the statement, “[i]f the value of
Jennifer Hardy
January 23, 2020
Page 4
the assets of the Fund goes down, you could lose money” to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund,” pursuant to Item 4(b)(1)(i) of Form N-1A.
Response 9:
The requested change has been made.
Comment 10:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Foreign Investment Risk,” please address Brexit risks, if applicable, here and in Item 9.
Response 10:
The Registrant submits that the Fund does not intend to invest a significant portion of its assets in securities or instruments from the United Kingdom, and therefore, risks associated with Brexit are not principal risks with respect to the Fund.
Comment 11:
With respect to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Interest Rate Risk,” please consider whether the expected discontinuation of LIBOR is a principal risk for the Fund. If the Registrant believes that the discontinuation of LIBOR is not a principal risk, please explain why. If the discontinuation of LIBOR is a principal risk, please tailor any such principal risk to describe how the expected discontinuation of LIBOR could affect the Fund’s investments, including: (i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do not include a fallback provision that addresses how interest rates will be determined if LIBOR stops being published and how it will affect the liquidity of these investments, and (ii) how the transition to any successor rate could impact the value of investments that reference LIBOR.
Response 11:
The Registrant submits that the expected discontinuation of LIBOR is not a principal risk of the Fund, as the transition to any successor rate is unlikely to result in material changes to the value of investments of the Fund.
Comment 12:
In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Derivatives Risk,” please discuss the risks from currency index futures contracts and financial futures contracts.
Response 12:
The Registrant has added “Futures Risk” to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund.”
Comment 13:
In the subsection entitled “Fund Summary: Global Strategy Fund – Performance Information,” please provide the disclosure required by Item 4(b)(2); Instruction 2(b) of Form N-1A in regard to the blended index.
Response 13:
The requested change has been made.
Jennifer Hardy
January 23, 2020
Page 5
Comment 14:
In the subsection entitled “Fund Summary: Global Strategy Fund – Purchases and Sales of Portfolio Shares,” please clarify what is meant by the statement, “[t]he prospectus (or other offering document) for your Variable Contract may contain additional information about purchase and redemptions of the Fund’s shares.” Please state whether the prospectus contains the information.
Response 14:
The Registrant has revised the last sentence of the above-referenced subsection as follows (additions bolded and underlined; deletions in strikethrough text): “The prospectus (or other offering document) for your Variable Contract may contains additional information about purchases and redemptions of the Fund’s shares.”
Comment 15:
Please revise the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks.” Item 9 disclosure is to be a completed description of a fund’s investment objectives, principal strategies, investments and risks. The summary is to be derived from the detailed disclosure in Item 9 of Form N-1A and the current language does not comply with the layered disclosure requirement adopted by the SEC for Form N-1A.
Response 15:
The Registrant has disclosed all of the principal investment strategies of the Fund in the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” as required by Item 4(a) of Form N-1A. General Instruction C.3(a) to Form N-1A states that “[i]nformation that is included in response to Items 2 through 8 need not be repeated.” Accordingly, the Registrant has not repeated the principal investment strategies disclosed in the Fund’s subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund.” The Registrant also submits that the current disclosure in response to Item 4 with respect to the Fund is presented in a manner consistent with the requirements of Item 4.
To the extent that the Registrant believes that additional disclosure with respect to the risks disclosed in the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund,” as required by Item 4(b)(1) of Form N-1A, is necessary or appropriate, the Registrant has provided additional disclosure for such risk factors in the subsection entitled “Investment Glossary – Investment Risks,” in response to Item 9(c) of Form N-1A.
Comment 16:
In the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” it is not clear whether the “Investment Glossary” is supposed to set forth the Fund’s principal investment strategies. The information in the first paragraph on page 5 is confusing as it references strategies other than principal strategies and it states that it has “identified below those securities and techniques and the non-principal risks associated with them, if any.” It also states that “[d]escriptions of these investments and risks are provided in the ‘Glossary’ section under ‘Investment Terms’ or ‘Investment Risks.’” Please clearly provide a caption that the Registrant is disclosing the Fund’s investment objectives and principal investment strategies and describe
Jennifer Hardy
January 23, 2020
Page 6
them by providing the information required by Items 9(a) and 9(b) of Form N-1A, including Instructions 1-7 of Item 9(b)(1) of Form N-1A and the information required by Item 9(b)(2) of Form N-1A. In this respect, please make it clear by separate caption which strategies are principal strategies and which are non-principal strategies.
Response 16:
Please see Response 15. The Registrant submits that the above-referenced paragraph is written in plain English and clearly specifies that the investments and techniques that are not part of the Fund’s principal strategies and the non-principal risks associated with them are set out in the above-referenced section and described in the Glossary.
Comment 17:
In the seventh paragraph of the subsection entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” please provide more details regarding equity and debt investments. Please also explain in general terms how the Fund’s sub-adviser decides which securities to buy and sell (e.g., for an equity fund, discuss, if applicable, whether the fund emphasizes value or growth or blends the two approaches (see Item 9(b)(2) of Form N-1A)).
Response 17:
The requested changes have been made.
Comment 18:
In the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” please move all non-principal risks to the SAI (see ADI – 2019-08).
Response 18:
The Registrant respectfully declines to move the Fund’s non-principal risk (i.e., Cybersecurity Risk) to the SAI, as General Instruction C.3(b) of Form N-1A permits a fund to include “information in the prospectus . . . that is not otherwise required . . . so long as the information is not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure or impede understanding of the information that is required to be included.”
Comment 19:
In the section entitled “Investment Glossary,” please remove “Temporary Defensive Strategy,” as this is duplicative of earlier disclosure on page 5.
Response 19:
The requested change has been made.
Comment 20:
Please confirm whether repurchase agreements are part of the Fund’s principal investment strategies. If not, please remove “Repurchase Agreements” from the section entitled “Investment Glossary.”
Response 20:
The Registrant submits that the Fund’s investment in repurchase agreements is a non-principal strategy. The Reg
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CORRESP 1 filename1.htm CORRESP SunAmerica Asset Management, LLC Harborside 5 185 Hudson Street Suite 3300 Jersey City, NJ 07311 www.aig.com Christopher J. Tafone Vice President SunAmerica Asset Management, LLC Associate General Counsel AIG Life & Retirement T +1 201 324 6390 F +1 201 324 6364 christopher.tafone@aig.com January 23, 2020 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attention: Jennifer Hardy Re: VALIC Company I (the “Registrant”) Securities Act File No. 002-83631 Investment Company Act File No. 811-03738 Dear Ms. Hardy: This letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on January 9, 2020, regarding Post-Effective Amendment No. 86 to the Registrant’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 85 to the Registrant’s Registration Statement under the Investment Company Act of 1940, as amended (the “Amendment”). The Amendment contains the prospectus and statement of additional information (“SAI”) for the Global Strategy Fund (the “Fund”). For your convenience, the substance of the Staff’s comments has been restated below to the best of the Registrant’s understanding in italicized text. The Registrant’s responses to each comment are set out immediately under the restated comment. A Post-Effective Amendment to the Registration Statement, which reflects changes made in response to the Staff’s comments, along with changes made to update certain other information in the Registration Statement will be filed separately. Defined terms, unless otherwise defined herein, have the meanings given them in the Amendment. I. General Comment 1: Please note that where a comment is made in one section of the Prospectus, such comment is applicable to all similar disclosures appearing elsewhere in the Prospectus. Jennifer Hardy January 23, 2020 Page 2 Response 1: The Registrant submits that comments to the Prospectus will be addressed consistently throughout the Prospectus to the extent applicable. Comment 2: Please file your responses to the Staff’s comments as correspondence with the SEC via EDGAR at least 5 business days prior to the effective date of the Registration Statement to give the Staff adequate time to review the responses. Please confirm that all excluded and bracketed language (i.e., the performance bar chart, the average annual total returns table and the financial highlights table) will be updated 5 days prior to effectiveness to allow the Staff time to review it. Response 2: The Registrant will seek to respond to the Staff’s comments at least five business days prior to the effective date of the Amendment. A completed fee table, expense example, performance bar chart and table and financial highlights table are attached hereto as Exhibit A. The Registrant will update all other information that was excluded or in brackets in the Amendment. II. Prospectus Comment 3: In the subsection entitled “Fund Summary: Global Strategy Fund – Fees and Expenses of the Fund – Expense Example,” the second sentence states that “[t]he Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.” Please revise the phrase “redeem all of your shares” to “redeem or hold all of your shares.” Response 3: The above-referenced language tracks Item 3 of Form N-1A. Therefore, the requested change has not been made. Comment 4: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please be more specific as to the types of “fixed income (debt) securities” the Fund intends to invest in and add appropriate risk disclosure for each type of fixed income investment. For example, will the Fund invest in corporate bonds, asset-backed securities, mortgage-backed securities, etc.? Response 4: The Registrant submits that the Fund principally invests in sovereign debt securities in the form of bonds, bills, notes and debentures, and it also invests in high-yield fixed income securities (i.e., junk bonds). The Registrant notes that the second and fifth paragraphs of the above-referenced subsection already identify the Fund’s investments with respect to these securities and the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund” already contains appropriate risk disclosure. Jennifer Hardy January 23, 2020 Page 3 Comment 5: In the second sentence of the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please specifically spell out the name of the MSCI ACWI Index. Response 5: The requested change has been made. Comment 6: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” in regard to debt obligations, please disclose any requirement as to duration and if there are requirements as to duration, please provide a definition and an example of duration. For example, duration measures sensitivity to interest rates and not time and provide an example of duration (i.e., if the portfolio has a duration of 3 years and interest rates increase by 1% than the portfolio would decline in value by approximately 3%.) The example should be in response to Item 9 disclosure. Please also explain in the risk disclosure that a longer duration tends to mean a greater sensitivity to changes in interest rates which typically correspond to higher volatility and higher risk. Response 6: The Registrant submits that the Fund may invest in debt obligations of any duration and has revised the disclosure in the above-referenced subsection accordingly. In addition, the Registrant has revised its risk disclosure to add additional information about duration. Comment 7: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please provide examples of when the “mix of investments will be adjusted.” Response 7: The Registrant submits that the mix of investments will be adjusted as a result of the subadviser’s independent analysis of countries, interest rates and exchange rates, among other factors. The Registrant has revised the disclosure in the above-referenced subsection accordingly. Comment 8: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please provide more details about how the debt and money market investments will be chosen for purchase and how the adviser determines when to sell an investment. Please briefly disclose these details in this subsection and in more detail in Item 9. Please also disclose how the adviser determines when the equity investments will be sold briefly in this subsection and in more detail in Item 9. Please describe the four investment style factors – quality, value, momentum and low volatility – in more detail in the Item 9 disclosure and discuss how these factors are weighted. Response 8: The Registrant has revised the disclosure in the above-referenced subsection and in Item 9. Comment 9: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” please move the statement, “[i]f the value of Jennifer Hardy January 23, 2020 Page 4 the assets of the Fund goes down, you could lose money” to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund,” pursuant to Item 4(b)(1)(i) of Form N-1A. Response 9: The requested change has been made. Comment 10: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Foreign Investment Risk,” please address Brexit risks, if applicable, here and in Item 9. Response 10: The Registrant submits that the Fund does not intend to invest a significant portion of its assets in securities or instruments from the United Kingdom, and therefore, risks associated with Brexit are not principal risks with respect to the Fund. Comment 11: With respect to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Interest Rate Risk,” please consider whether the expected discontinuation of LIBOR is a principal risk for the Fund. If the Registrant believes that the discontinuation of LIBOR is not a principal risk, please explain why. If the discontinuation of LIBOR is a principal risk, please tailor any such principal risk to describe how the expected discontinuation of LIBOR could affect the Fund’s investments, including: (i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do not include a fallback provision that addresses how interest rates will be determined if LIBOR stops being published and how it will affect the liquidity of these investments, and (ii) how the transition to any successor rate could impact the value of investments that reference LIBOR. Response 11: The Registrant submits that the expected discontinuation of LIBOR is not a principal risk of the Fund, as the transition to any successor rate is unlikely to result in material changes to the value of investments of the Fund. Comment 12: In the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund – Derivatives Risk,” please discuss the risks from currency index futures contracts and financial futures contracts. Response 12: The Registrant has added “Futures Risk” to the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund.” Comment 13: In the subsection entitled “Fund Summary: Global Strategy Fund – Performance Information,” please provide the disclosure required by Item 4(b)(2); Instruction 2(b) of Form N-1A in regard to the blended index. Response 13: The requested change has been made. Jennifer Hardy January 23, 2020 Page 5 Comment 14: In the subsection entitled “Fund Summary: Global Strategy Fund – Purchases and Sales of Portfolio Shares,” please clarify what is meant by the statement, “[t]he prospectus (or other offering document) for your Variable Contract may contain additional information about purchase and redemptions of the Fund’s shares.” Please state whether the prospectus contains the information. Response 14: The Registrant has revised the last sentence of the above-referenced subsection as follows (additions bolded and underlined; deletions in strikethrough text): “The prospectus (or other offering document) for your Variable Contract may contains additional information about purchases and redemptions of the Fund’s shares.” Comment 15: Please revise the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks.” Item 9 disclosure is to be a completed description of a fund’s investment objectives, principal strategies, investments and risks. The summary is to be derived from the detailed disclosure in Item 9 of Form N-1A and the current language does not comply with the layered disclosure requirement adopted by the SEC for Form N-1A. Response 15: The Registrant has disclosed all of the principal investment strategies of the Fund in the subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund,” as required by Item 4(a) of Form N-1A. General Instruction C.3(a) to Form N-1A states that “[i]nformation that is included in response to Items 2 through 8 need not be repeated.” Accordingly, the Registrant has not repeated the principal investment strategies disclosed in the Fund’s subsection entitled “Fund Summary: Global Strategy Fund – Principal Investment Strategies of the Fund.” The Registrant also submits that the current disclosure in response to Item 4 with respect to the Fund is presented in a manner consistent with the requirements of Item 4. To the extent that the Registrant believes that additional disclosure with respect to the risks disclosed in the subsection entitled “Fund Summary: Global Strategy Fund – Principal Risks of Investing in the Fund,” as required by Item 4(b)(1) of Form N-1A, is necessary or appropriate, the Registrant has provided additional disclosure for such risk factors in the subsection entitled “Investment Glossary – Investment Risks,” in response to Item 9(c) of Form N-1A. Comment 16: In the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” it is not clear whether the “Investment Glossary” is supposed to set forth the Fund’s principal investment strategies. The information in the first paragraph on page 5 is confusing as it references strategies other than principal strategies and it states that it has “identified below those securities and techniques and the non-principal risks associated with them, if any.” It also states that “[d]escriptions of these investments and risks are provided in the ‘Glossary’ section under ‘Investment Terms’ or ‘Investment Risks.’” Please clearly provide a caption that the Registrant is disclosing the Fund’s investment objectives and principal investment strategies and describe Jennifer Hardy January 23, 2020 Page 6 them by providing the information required by Items 9(a) and 9(b) of Form N-1A, including Instructions 1-7 of Item 9(b)(1) of Form N-1A and the information required by Item 9(b)(2) of Form N-1A. In this respect, please make it clear by separate caption which strategies are principal strategies and which are non-principal strategies. Response 16: Please see Response 15. The Registrant submits that the above-referenced paragraph is written in plain English and clearly specifies that the investments and techniques that are not part of the Fund’s principal strategies and the non-principal risks associated with them are set out in the above-referenced section and described in the Glossary. Comment 17: In the seventh paragraph of the subsection entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” please provide more details regarding equity and debt investments. Please also explain in general terms how the Fund’s sub-adviser decides which securities to buy and sell (e.g., for an equity fund, discuss, if applicable, whether the fund emphasizes value or growth or blends the two approaches (see Item 9(b)(2) of Form N-1A)). Response 17: The requested changes have been made. Comment 18: In the section entitled “Additional Information About the Fund’s Investment Objective, Strategies and Risks,” please move all non-principal risks to the SAI (see ADI – 2019-08). Response 18: The Registrant respectfully declines to move the Fund’s non-principal risk (i.e., Cybersecurity Risk) to the SAI, as General Instruction C.3(b) of Form N-1A permits a fund to include “information in the prospectus . . . that is not otherwise required . . . so long as the information is not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure or impede understanding of the information that is required to be included.” Comment 19: In the section entitled “Investment Glossary,” please remove “Temporary Defensive Strategy,” as this is duplicative of earlier disclosure on page 5. Response 19: The requested change has been made. Comment 20: Please confirm whether repurchase agreements are part of the Fund’s principal investment strategies. If not, please remove “Repurchase Agreements” from the section entitled “Investment Glossary.” Response 20: The Registrant submits that the Fund’s investment in repurchase agreements is a non-principal strategy. The Reg