Correspondence 0001580642-24-004126 from Mutual Fund & Variable Insurance Trust (CIK 0000810695)
Mutual Fund & Variable Insurance Trust (CIK 0000810695)
Date: Aug. 2, 2024 · CIK: 0000810695 · Accession: 0001580642-24-004126
AI Filing Summary & Sentiment
File numbers found in text: 811-05010
Letter
VIA EDGAR Division of Investment Management Washington, D.C. 20549-9303 Attention: Deborah O’Neal-Johnson Re: Mutual Fund & Variable Insurance Trust (“Registrant”) File Nos. 033-11905; 811-05010
Dear Ms. O’Neal-Johnson:
On behalf of the Registrant, below are responses to the comments you provided to us telephonically on July 10, 2024 with regard to Post-Effective Amendment No. 221 under the Securities Act of 1933, as amended, and Amendment No. 222 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registrant’s Registration Statement on Form N-1A (Accession No. 0001580642-24-002920), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2024 (the “Amendment”), relating to the registration of Rational/RGN Hedged Equity Fund, a series of the Registrant (the “Fund”).
Below we have provided your comments (in bold) and the Registrant’s response to each comment. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Amendment.
Philadelphia | Washington | New York | Chicago
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
August 2, 2024
Page 2
Prospectus
Fee Table
1. Comment: There is a footnote number (3) but it is not associated with corresponding line item in the fee table itself. Please reconcile.
Response: The Registrant has revised the fee table accordingly.
2. Comment: Since the Fund’s principal investment strategy includes investment in ETFs, please keep in mind that if AFFE is more than one basis point there needs to be a dedicated line item for AFFE.
Response: The Registrant acknowledges the Staff’s comment and has revised the fee table accordingly.
3. Comment: Footnote number (4) includes short sale dividends and interest expense as being excluded from the contractual fee waiver. Please keep in mind that any such amounts need to be included in the fee table.
Response: The Registrant acknowledges the Staff’s comment and confirms that projected short sale dividends and interest expense is zero.
4. Comment: Footnote number (4) states that the contractual fee waiver expires April 30, 2025. To include the fee waiver in the summary prospectus, the expiration date needs to be at least one year from the effective date of the Registration Statement. Please update accordingly.
Response: The Registrant has revised the date accordingly and confirms that the expiration of the contractual fee waiver is more than one year from the date of the Registration Statement’s effective date.
Principal Investment Strategies – Wholly-owned Subsidiary
5. Comment: Please confirm that the subsidiary and its board of directors will agree to designate a registered agent for service of process in the U.S.
Response: The Registrant confirms that the subsidiary will have a designated registered agent for service of process in the U.S.
6. Comment: Please confirm that the management fee, including any performance fees, and expenses of the subsidiary will be included be included in the management fee and expenses of the Fund.
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
August 2, 2024
Page 3
Response: The Registrant confirms that all of the subsidiary’s fees and expenses will be consolidated with that of the Fund.
Principal Investment Risks
7. Comment: The Principal Risks are listed alphabetically. Please consider the SEC Staff’s request that the Principal Risks be listed in order of importance.
Response: The Fund’s principal investment risks are presented in alphabetical order because the Registrant believes that the materiality of each such risk is dynamic and subject to changing market conditions. Accordingly, the Registrant respectfully declines to make any changes in response to this comment.
Please direct any questions or comments relating to this filing to me at the above-referenced telephone number or Michael O’Hare at (215) 564-8198.
Very truly yours,
/s/ Shawn A. Hendricks
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CORRESP
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filename1.htm
Stradley
Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
215.564.8000
www.stradley.com
Shawn A. Hendricks
(215) 564-8778
shendricks@stradley.com
August 2, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention:
Deborah O’Neal-Johnson
Re:
Mutual Fund & Variable Insurance Trust (“Registrant”)
File Nos. 033-11905; 811-05010
Dear Ms. O’Neal-Johnson:
On behalf of the Registrant,
below are responses to the comments you provided to us telephonically on July 10, 2024 with regard to Post-Effective Amendment No. 221
under the Securities Act of 1933, as amended, and Amendment No. 222 under the Investment Company Act of 1940, as amended (the “1940
Act”), to the Registrant’s Registration Statement on Form N-1A (Accession No. 0001580642-24-002920), which was filed with
the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2024 (the “Amendment”), relating to the registration
of Rational/RGN Hedged Equity Fund, a series of the Registrant (the “Fund”).
Below we have provided
your comments (in bold) and the Registrant’s response to each comment. Capitalized terms not otherwise defined in this letter have
the meanings assigned to the terms in the Amendment.
Philadelphia | Washington | New York | Chicago
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
August 2, 2024
Page 2
Prospectus
Fee Table
1. Comment: There is a footnote number (3) but it is not
associated with corresponding line item in the fee table itself. Please reconcile.
Response: The Registrant has revised the fee table accordingly.
2. Comment: Since the Fund’s principal investment strategy includes investment in
ETFs, please keep in mind that if AFFE is more than one basis point there needs to be a dedicated line item for AFFE.
Response: The Registrant acknowledges the Staff’s comment and has revised the fee table accordingly.
3. Comment: Footnote number (4) includes short sale dividends and interest expense as being
excluded from the contractual fee waiver. Please keep in mind that any such amounts need to be included in the fee table.
Response: The Registrant acknowledges the Staff’s comment and confirms that projected short sale dividends
and interest expense is zero.
4. Comment: Footnote number (4) states that the contractual fee waiver expires April 30, 2025.
To include the fee waiver in the summary prospectus, the expiration date needs to be at least one year from the effective date of the
Registration Statement. Please update accordingly.
Response: The Registrant has revised the date accordingly and confirms that the expiration of the contractual fee
waiver is more than one year from the date of the Registration Statement’s effective date.
Principal Investment Strategies – Wholly-owned
Subsidiary
5. Comment: Please confirm that the subsidiary and its
board of directors will agree to designate a registered agent for service of process in the U.S.
Response: The Registrant confirms that the subsidiary will have a designated registered agent for service of process
in the U.S.
6. Comment: Please confirm that the management fee, including any performance fees, and expenses
of the subsidiary will be included be included in the management fee and expenses of the Fund.
Ms. Deborah O’Neal-Johnson
U.S. Securities and Exchange Commission
August 2, 2024
Page 3
Response: The Registrant confirms that all of the subsidiary’s fees and expenses will be consolidated with
that of the Fund.
Principal Investment Risks
7. Comment: The Principal Risks are listed alphabetically. Please consider the SEC Staff’s
request that the Principal Risks be listed in order of importance.
Response: The Fund’s principal investment risks are presented in alphabetical order because the Registrant
believes that the materiality of each such risk is dynamic and subject to changing market conditions. Accordingly, the Registrant respectfully
declines to make any changes in response to this comment.
Please direct any questions or comments relating
to this filing to me at the above-referenced telephone number or Michael O’Hare at (215) 564-8198.
Very truly yours,
/s/ Shawn A. Hendricks
Shawn A. Hendricks