SEC Company Response from DOMINI INVESTMENT TRUST (CIK 0000851680) — Oct 16, 2020
DOMINI INVESTMENT TRUST (CIK 0000851680)
Date: Oct. 16, 2020 · CIK: 0000851680 · Accession: 0001193125-20-271075
AI Filing Summary & Sentiment
File numbers found in text: 811-05823
Letter
Domini International Opportunities Fund
Domini Impact Investments LLC
180 Maiden Lane, Suite 1302
New York, NY 10038-4925
October 16, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Attn.: Ms. Kimberly Browning
Re: Domini Investment Trust (File Nos. 811-05823 and 33-29180)
Ladies and Gentlemen:
This letter responds to comments received from Ms. Kimberly Browning of the Staff of the Securities and Exchange Commission (the “Commission”) regarding Post-Effective Amendment No. 75 (the “Amendment”) to the Registration Statement on Form N-1A of Domini Investment Trust (the “Registrant”), with respect to its series Domini International Opportunities Fund (the “Fund”). Following are the Staff’s comments and the Registrant’s responses thereto.
1.
Comment:
The Staff notes that certain portions of the Amendment are incomplete. The Staff requested that the Registrant confirm that the Registrant will include complete information in the post-effective amendment to the Registration Statement filed with respect to the Fund pursuant to Rule 485(b) of the Securities Act of 1933 (the “1933 Act”).
Response:
The Registrant confirms that it will include complete information in the post-effective amendment to the Registration Statement filed with respect to the Fund pursuant to Rule 485(b) of the 1933 Act.
2.
Comment:
The Staff notes that the Registrant states that the Fund may invest in other investment companies, and requested that the Registrant confirm that the Fund does not intend to invest in such other investment companies to the extent that Acquired Fund Fees and Expenses should be reflected in the Fee Table, or revise the Fee Table to reflect Acquired Fund Fees and Expenses, as applicable.
Response:
The Registrant confirms that the Fund does not intend to invest in other investment companies and, accordingly, Acquired Fund Fees and Expenses are currently estimated to be zero. The Registrant confirms that, to the extent that the Fund invests in other investment companies in the future, it will revise the Fee Table to reflect Acquired Fund Fees and Expenses in a separate line item or, if such amounts are less than one basis point, in Other Expenses, as applicable.
www.domini.com | info@domini.com | Tel: 212-217-1100 | Fax: 212-217-1101 | Investor Services: 1-800-582-6757
180 Maiden Lane, Suite 1302 | New York, NY 10038-4925 | DSIL Investment Services LLC, Distributor
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3.
Comment:
The Staff requested that the Registrant confirm in its response that the Fund’s Adviser does not have the ability to recoup amounts waived or expenses reimbursed under the contractual fee waiver discussed in footnote 2 to the Fee Table or disclose the attendant rights of recoupment.
Response:
The Registrant confirms that the Fund’s Adviser does not have the ability to recoup amounts waived or expenses reimbursed under the contractual fee waiver arrangement reflected in footnote 2 to the Fee Table.
4.
Comment:
The Staff noted that the Registrant includes a currency risk factor in the principal risk disclosure in Item 4 of the Prospectus and requested that the Registrant clarify the extent to which investing in a particular currency or currencies is a principal investment strategy of the Fund in its Item 4 disclosure.
Response:
The Registrant notes that the Fund does not intend to invest in foreign currencies as a principal investment strategy. The Registrant has revised the disclosure to delete the currency risk factor from Item 4 of the Prospectus. The Registrant notes that foreign currency exchange rate fluctuation is a risk associated with investing in foreign securities generally and has revised the principal risk disclosure regarding foreign investing accordingly.
5.
Comment:
The Staff noted that the Registrant states in the investment strategy disclosure in Item 9 of the Prospectus that the Fund will primarily invest in securities of issuers tied economically to developed market companies throughout the world other than the U.S. and Canada, and requested that the Registrant include corresponding disclosure in the principal investment strategy disclosure in Item 4 of the Prospectus.
Response:
The Registrant will add disclosure to the principal investment strategy disclosure in Item 4 of the Prospectus to state that the Fund will primarily invest in securities of issuers tied economically to developed market companies throughout the world, other than the U.S. and Canada.
6.
Comment:
The Staff noted that the Registrant refers to depositary receipts in the principal investment strategies disclosure in Item 9 of the Prospectus, but also indicates in Item 9 that investing in depositary receipts is not a principal investment strategy of the Fund. The Staff requested that the Registrant confirm the extent to which investing in depositary receipts is a principal investment strategy of the Fund and revise the Item 4 and Item 9 disclosure accordingly.
Response:
The Registrant confirms that investing in depositary receipts is not an element of the Fund’s principal investment strategy and will revise Item 9 of the Prospectus accordingly.
7.
Comment:
The Staff noted that the Registrant states that investment selections are made by the Fund’s adviser, based on research and fundamental analysis of environmental and social criteria. The Staff requested that the Registrant provide a brief description of such environmental and social criteria in the principal investment strategy disclosure in Item 4 of the Prospectus and provide additional detail regarding such criteria in the investment strategy disclosure in Item 9 of the Prospectus.
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Response:
The Registrant will revise the disclosure to address the Staff’s comment as set forth in Appendix A hereto.
8.
Comment:
The Staff noted that the Registrant states in the principal investment strategy disclosure in Item 4 of the Prospectus that the Fund will invest in companies that demonstrate a commitment to sustainability solutions. The Staff noted that the Registrant discusses what it means by sustainability solutions in the investment strategy disclosure in Item 9 of the Prospectus. The Staff requested that the Registrant briefly define what it means by sustainability solutions in its Item 4 disclosure.
Response:
The Registrant will add a brief definition of sustainability solutions to its Item 4 disclosure as set forth in Appendix A hereto.
9.
Comment:
The Staff noted that the Registrant states in the principal investment strategy disclosure in Item 4 of the Prospectus that not more than 15% of the Fund’s net assets will invested in the securities of issuers tied economically to the U.S., Canada, and emerging markets countries, and requested that the Registrant include summary risk disclosure with respect to emerging markets risk to the extent applicable.
Response:
The Registrant notes that the disclosure referenced by the Staff was intended to clarify that exposure to emerging markets countries is not a principal investment strategy of the Fund and, accordingly, will remove the disclosure referenced by the Staff from its Item 4 disclosure.
10.
Comment:
The Staff requested that the Registrant re-order the principal risks set forth in Item 4 of the Prospectus to prioritize those risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. The Staff suggested that, as “international” is included in the Fund’s name, risks related to investing in international securities, including Foreign Investing Risk, Geographic Focus Risk and Country Risk, should be prioritized.
Response:
The Registrant will re-order the principal risks and prioritize risks related to investing in international securities to address the Staff’s comment as set forth in Appendix A hereto.
11.
Comment:
The Staff noted that significant market events have occurred as a result of the COVID-19 pandemic since the Registrant filed the Amendment. The Staff requested that the Registrant consider whether the Fund’s disclosure should be revised based on how these events may affect the Fund and its investments.
Response:
The Registrant noted that the Amendment includes disclosure under the Recent Events risk factor which addresses the COVID-19 pandemic and its potential effect on the Fund and its investments, as set forth in Appendix A hereto, and respectfully submits that no additional disclosure is required.
12.
Comment:
The Staff noted that the Registrant includes an Impact Investing Risk factor in the Item 4 principal risk disclosure and requested that the Registrant include corresponding disclosure in the principal investment strategy disclosure in Item 4 of the Prospectus, such as a brief definition of Impact Investing.
Page
Response:
The Registrant will revise the disclosure to address the Staff’s comment as set forth in Appendix A hereto.
13.
Comment:
The Staff noted that the Registrant indicates in the principal investment strategy disclosure in Item 4 of the Prospectus that the Fund’s investments may have significant exposure to the United Kingdom and requested that the Registrant add disclosure to the Item 4 principal risk disclosure that further addresses Brexit risk.
Response:
The Registrant will add disclosure to the Item 4 principal risk disclosure, as set forth in Appendix A hereto, that further addresses Brexit risk to address the Staff’s comment.
14.
Comment:
The Staff requested that the Registrant confirm that all principal investment strategies and risks of the Fund that are summarized in Item 9 of the Prospectus are summarized in Item 4 of the Prospectus or revise the disclosure accordingly.
Response:
The Registrant confirms that all principal investment strategies and risks of the Fund are summarized in Item 4 of the Prospectus.
15.
Comment:
The Staff noted that the Registrant states in Item 9 of the Prospectus that the Fund may hold cash or other short-term investments to provide the Fund flexibility to meet redemptions and expenses and to readjust its portfolio holdings. The Staff requested that the Registrant revise the disclosure to clarify this policy.
Response:
The Registrant will delete the statement referenced by the Staff.
16.
Comment:
The Staff requested that the Registrant confirm that all principal investment strategies and risks of the Fund that are summarized in the Statement of Additional Information, as applicable, are summarized in Item 4 of the Prospectus, or revise the disclosure accordingly.
Response:
The Registrant confirms that all principal investment strategies and risks of the Fund are summarized in Item 4 of the Prospectus.
Please note that Appendix B is the same as Appendix A but marked to show changes against the disclosure originally included in the Amendment.
Please call the undersigned at 212-217-1114 with any questions.
Sincerely,
/s/ Megan L. Dunphy
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CORRESP 1 filename1.htm Domini International Opportunities Fund Domini Impact Investments LLC 180 Maiden Lane, Suite 1302 New York, NY 10038-4925 October 16, 2020 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.C. 20549 Attn.: Ms. Kimberly Browning Re: Domini Investment Trust (File Nos. 811-05823 and 33-29180) Ladies and Gentlemen: This letter responds to comments received from Ms. Kimberly Browning of the Staff of the Securities and Exchange Commission (the “Commission”) regarding Post-Effective Amendment No. 75 (the “Amendment”) to the Registration Statement on Form N-1A of Domini Investment Trust (the “Registrant”), with respect to its series Domini International Opportunities Fund (the “Fund”). Following are the Staff’s comments and the Registrant’s responses thereto. 1. Comment: The Staff notes that certain portions of the Amendment are incomplete. The Staff requested that the Registrant confirm that the Registrant will include complete information in the post-effective amendment to the Registration Statement filed with respect to the Fund pursuant to Rule 485(b) of the Securities Act of 1933 (the “1933 Act”). Response: The Registrant confirms that it will include complete information in the post-effective amendment to the Registration Statement filed with respect to the Fund pursuant to Rule 485(b) of the 1933 Act. 2. Comment: The Staff notes that the Registrant states that the Fund may invest in other investment companies, and requested that the Registrant confirm that the Fund does not intend to invest in such other investment companies to the extent that Acquired Fund Fees and Expenses should be reflected in the Fee Table, or revise the Fee Table to reflect Acquired Fund Fees and Expenses, as applicable. Response: The Registrant confirms that the Fund does not intend to invest in other investment companies and, accordingly, Acquired Fund Fees and Expenses are currently estimated to be zero. The Registrant confirms that, to the extent that the Fund invests in other investment companies in the future, it will revise the Fee Table to reflect Acquired Fund Fees and Expenses in a separate line item or, if such amounts are less than one basis point, in Other Expenses, as applicable. www.domini.com | info@domini.com | Tel: 212-217-1100 | Fax: 212-217-1101 | Investor Services: 1-800-582-6757 180 Maiden Lane, Suite 1302 | New York, NY 10038-4925 | DSIL Investment Services LLC, Distributor Page 2 3. Comment: The Staff requested that the Registrant confirm in its response that the Fund’s Adviser does not have the ability to recoup amounts waived or expenses reimbursed under the contractual fee waiver discussed in footnote 2 to the Fee Table or disclose the attendant rights of recoupment. Response: The Registrant confirms that the Fund’s Adviser does not have the ability to recoup amounts waived or expenses reimbursed under the contractual fee waiver arrangement reflected in footnote 2 to the Fee Table. 4. Comment: The Staff noted that the Registrant includes a currency risk factor in the principal risk disclosure in Item 4 of the Prospectus and requested that the Registrant clarify the extent to which investing in a particular currency or currencies is a principal investment strategy of the Fund in its Item 4 disclosure. Response: The Registrant notes that the Fund does not intend to invest in foreign currencies as a principal investment strategy. The Registrant has revised the disclosure to delete the currency risk factor from Item 4 of the Prospectus. The Registrant notes that foreign currency exchange rate fluctuation is a risk associated with investing in foreign securities generally and has revised the principal risk disclosure regarding foreign investing accordingly. 5. Comment: The Staff noted that the Registrant states in the investment strategy disclosure in Item 9 of the Prospectus that the Fund will primarily invest in securities of issuers tied economically to developed market companies throughout the world other than the U.S. and Canada, and requested that the Registrant include corresponding disclosure in the principal investment strategy disclosure in Item 4 of the Prospectus. Response: The Registrant will add disclosure to the principal investment strategy disclosure in Item 4 of the Prospectus to state that the Fund will primarily invest in securities of issuers tied economically to developed market companies throughout the world, other than the U.S. and Canada. 6. Comment: The Staff noted that the Registrant refers to depositary receipts in the principal investment strategies disclosure in Item 9 of the Prospectus, but also indicates in Item 9 that investing in depositary receipts is not a principal investment strategy of the Fund. The Staff requested that the Registrant confirm the extent to which investing in depositary receipts is a principal investment strategy of the Fund and revise the Item 4 and Item 9 disclosure accordingly. Response: The Registrant confirms that investing in depositary receipts is not an element of the Fund’s principal investment strategy and will revise Item 9 of the Prospectus accordingly. 7. Comment: The Staff noted that the Registrant states that investment selections are made by the Fund’s adviser, based on research and fundamental analysis of environmental and social criteria. The Staff requested that the Registrant provide a brief description of such environmental and social criteria in the principal investment strategy disclosure in Item 4 of the Prospectus and provide additional detail regarding such criteria in the investment strategy disclosure in Item 9 of the Prospectus. Page 3 Response: The Registrant will revise the disclosure to address the Staff’s comment as set forth in Appendix A hereto. 8. Comment: The Staff noted that the Registrant states in the principal investment strategy disclosure in Item 4 of the Prospectus that the Fund will invest in companies that demonstrate a commitment to sustainability solutions. The Staff noted that the Registrant discusses what it means by sustainability solutions in the investment strategy disclosure in Item 9 of the Prospectus. The Staff requested that the Registrant briefly define what it means by sustainability solutions in its Item 4 disclosure. Response: The Registrant will add a brief definition of sustainability solutions to its Item 4 disclosure as set forth in Appendix A hereto. 9. Comment: The Staff noted that the Registrant states in the principal investment strategy disclosure in Item 4 of the Prospectus that not more than 15% of the Fund’s net assets will invested in the securities of issuers tied economically to the U.S., Canada, and emerging markets countries, and requested that the Registrant include summary risk disclosure with respect to emerging markets risk to the extent applicable. Response: The Registrant notes that the disclosure referenced by the Staff was intended to clarify that exposure to emerging markets countries is not a principal investment strategy of the Fund and, accordingly, will remove the disclosure referenced by the Staff from its Item 4 disclosure. 10. Comment: The Staff requested that the Registrant re-order the principal risks set forth in Item 4 of the Prospectus to prioritize those risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. The Staff suggested that, as “international” is included in the Fund’s name, risks related to investing in international securities, including Foreign Investing Risk, Geographic Focus Risk and Country Risk, should be prioritized. Response: The Registrant will re-order the principal risks and prioritize risks related to investing in international securities to address the Staff’s comment as set forth in Appendix A hereto. 11. Comment: The Staff noted that significant market events have occurred as a result of the COVID-19 pandemic since the Registrant filed the Amendment. The Staff requested that the Registrant consider whether the Fund’s disclosure should be revised based on how these events may affect the Fund and its investments. Response: The Registrant noted that the Amendment includes disclosure under the Recent Events risk factor which addresses the COVID-19 pandemic and its potential effect on the Fund and its investments, as set forth in Appendix A hereto, and respectfully submits that no additional disclosure is required. 12. Comment: The Staff noted that the Registrant includes an Impact Investing Risk factor in the Item 4 principal risk disclosure and requested that the Registrant include corresponding disclosure in the principal investment strategy disclosure in Item 4 of the Prospectus, such as a brief definition of Impact Investing. Page 4 Response: The Registrant will revise the disclosure to address the Staff’s comment as set forth in Appendix A hereto. 13. Comment: The Staff noted that the Registrant indicates in the principal investment strategy disclosure in Item 4 of the Prospectus that the Fund’s investments may have significant exposure to the United Kingdom and requested that the Registrant add disclosure to the Item 4 principal risk disclosure that further addresses Brexit risk. Response: The Registrant will add disclosure to the Item 4 principal risk disclosure, as set forth in Appendix A hereto, that further addresses Brexit risk to address the Staff’s comment. 14. Comment: The Staff requested that the Registrant confirm that all principal investment strategies and risks of the Fund that are summarized in Item 9 of the Prospectus are summarized in Item 4 of the Prospectus or revise the disclosure accordingly. Response: The Registrant confirms that all principal investment strategies and risks of the Fund are summarized in Item 4 of the Prospectus. 15. Comment: The Staff noted that the Registrant states in Item 9 of the Prospectus that the Fund may hold cash or other short-term investments to provide the Fund flexibility to meet redemptions and expenses and to readjust its portfolio holdings. The Staff requested that the Registrant revise the disclosure to clarify this policy. Response: The Registrant will delete the statement referenced by the Staff. 16. Comment: The Staff requested that the Registrant confirm that all principal investment strategies and risks of the Fund that are summarized in the Statement of Additional Information, as applicable, are summarized in Item 4 of the Prospectus, or revise the disclosure accordingly. Response: The Registrant confirms that all principal investment strategies and risks of the Fund are summarized in Item 4 of the Prospectus. Please note that Appendix B is the same as Appendix A but marked to show changes against the disclosure originally included in the Amendment. Please call the undersigned at 212-217-1114 with any questions. Sincerely, /s/ Megan L. Dunphy Megan L. Dunphy General Counsel Page 5 Appendix A Principal investment strategies: The Fund may invest in equity securities issued by companies of any market capitalization located throughout the world. For purposes of the Fund’s investment policies, equity securities include common stocks, warrants, rights, and preferred shares. Under normal circumstances, the Fund primarily invests in mid-and large-capitalization companies located outside of the U.S. and Canada and its investments will be tied economically to at least 10 different countries, other than the U.S. Domini Impact Investments LLC (the “Adviser”), the Fund’s adviser, seeks to identify investment opportunities for the Fund that create positive environmental and social outcomes for people and the planet while seeking competitive financial returns (“Impact Investing”). Investment selections are made by the Adviser based on the evaluation of environmental and social factors including the core business in which a company engages and/or how a company treats its key stakeholders, such as its customers, employees, suppliers, ecosystems, local, national and global communities, and investors. In addition, the Fund will invest in companies that demonstrate a commitment to sustainability solutions. The Adviser will consider a company to demonstrate a commitment to sustainability solutions if, based on the Adviser’s fundamental analysis, the company provides, invests in or creates products or services that help: accelerate the transition to a low-carbon future, contribute to the development of sustainable communities, ensure access to clean water, support more sustainable food systems, promote societal health and well-being, broaden financial inclusion, or bridge the digital divide and/or expand access to economic opportunity. The Fund will primarily invest in securities of issuers tied economically to developed market companies throughout the world, other than the U.S. and Canada. The Fund may have significant exposure to securities of companies tied economically to Japan, the United Kingdom, and France. The Fund also may have significant exposure to securities of companies in the financial, industrial, consumer discretionary, and health care sectors. The Fund may have significant exposure to any region, country or sector at any time. SSGA Funds Management, Inc., (the “Subadviser”), the Fund’s subadviser, will purchase or sell securities to implement the Adviser’s investment selections at a time determined appropriate by the Subadviser and in accordance with, but not necessarily in the identical amounts as provided with the Adviser’s investment selections. Principal risks: Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly in the short and long term. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You may lose all or part of your investment in the Fund or your investment may not perform as well as other similar investments. There is no guarantee that the Fund’s investment objective will be achieved. The following is a summary description of certain risks of investing in the Fund. Each risk summarized below is a principal risk of investing in the Fund and different risks may be more significant at different times depending on market conditions or other factors. • Foreign Investing Risk. Investments in foreign regions or in securities of issuers with significant exposure to foreign markets may be more volatile and less liquid than U.S. investments due to adverse political, social, and economic developments, such as nationalization or expropriation of assets, imposition of currency controls or restrictions, confiscatory taxation, terrorism and political or financial instability; regulatory differences such as accounting, auditing, and financial reporting standards and practices; natural disasters; and the degree of government oversight and supervision. Less information may be publicly available regarding foreign issuers. Foreign investing risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. These risks may be more pronounced in connection with the Fund’s investments in securities of issuers located in emerging countries. Page 6 • Geographic Focus Risk. To the extent that the Fund invests from time to time a significant portion of its assets in issuers organized or located in a particular country or geographic region, the Fund may be particularly affected by adverse securities markets, exchange rates and soci