Correspondence 0001193125-25-062518 from LITMAN GREGORY FUNDS TRUST (CIK 0001020425)
LITMAN GREGORY FUNDS TRUST (CIK 0001020425)
Date: March 25, 2025 · CIK: 0001020425 · Accession: 0001193125-25-062518
AI Filing Summary & Sentiment
File numbers found in text: 333-10015, 811-07763
Letter
Brian F. Link, Esq.
Managing Director and Managing Counsel
T +1-617-662-1504
Brian.link@statestreet.com
State Street Corporation
One Congress Street
Boston, MA 02114-2016
statestreet.com
March 25, 2025
VIA EDGAR CORRESPONDENCE FILING
United States Securities and Exchange Commission
Division of Investment Management, Disclosure Review Office
F Street, N.E.
Washington, D.C. 20549-8626
Attn: Christina DiAngelo Fettig
Re: Litman Gregory Funds Trust (File Nos.: 333-10015 and 811-07763)
Ladies and Gentlemen:
On behalf of the above-named registrant (the “Registrant”), we provide the responses set forth below to the comments given orally by Ms. Christina DiAngelo Fettig of the staff (the “Staff”) of the Securities and Exchange Commission on March 25, 2025, with respect to the Registrant’s Form N-14, relating to the Reorganization of the iMGP Alternative Strategies Fund (the “Target Fund”) into the iMGP High Income Fund (the “Acquiring Fund”) (the “Reorganization”). Previous comments to the Registrant’s Form N-14 were received on February 19, 2025 and responded to on March 19, 2025. Additional comments to the Registrant’s Form N-14 were received on March 20, 2025 and responded to on March 24, 2025.
The Staff’s comments are set forth below in bold typeface for your reference. Capitalized terms have the same meaning ascribed to them in the N-14 unless otherwise indicated. Revised disclosure intended to address these comments will be included in a revised Form N-14 to be filed on or about the same date as the filing of this response letter. The Registrant acknowledges the Staff’s standard disclaimers with respect to these comments, including that the Registrant remains responsible for the accuracy and completeness of its disclosure. We have consulted with the Registrant and Fund Counsel in preparing and submitting this response letter.
* * * * * *
The Registrant’s responses to the Staff’s comments are as follows.
1. In the hypothetical example on page 24, the Acquiring Fund and Combined Fund (pro forma) expense examples are the same. Because the Acquiring Fund and the Combined Fund have different gross Total Annual Fund Operating Expenses, please consider amending the expense examples.
Comment acknowledged. The Registrant is disclosing the Acquiring Fund and Combined Fund (pro forma) expense examples after the effects of the contractual expense limitations in place. The Registrant has added the following bullet to the lead-in section prior to the expense examples: “The examples for the Acquiring Fund and the Combined Fund reflect the net expenses that result from the contractual expense limitations in the first year only.” The Revised table is below.
Costs are the same whether you redeem at the end of the period or not. Pro forma expenses are included assuming the consummation of the Reorganization of the Target Fund. The example is for comparison purposes only and is not a representation of any Fund’s actual expenses or returns, either past or future. Because actual return and expenses will be different, the example is for comparison only.
Number of Years You Own Your Shares
Target Fund
Acquiring Fund
Combined Fund (Pro Forma)
Institutional Class
Year 1
$
$
$
Year 3
$
$
$
Year 5
$
$
$
Year 10
$ 2,026
$ 1,581
$ 1,459
2. In the Capitalization table on page 27, include data points within 30 days from the mailing of the combined Information Statement/Prospectus.
Comment accepted. The Registrant will amend disclosure in the Capitalization table to include data points within 30 days from the mailing of the combined Information Statement/Prospectus. The Revised table, with data as of March 3, 2025, is below.
Page 2
Target Fund
iMGP Alternative
Strategies Fund
Acquiring Fund iMGP High Income Fund
Pro Forma Adjustments
Combined Fund (Pro Forma)
Net Assets
Institutional Class
$356,639,414 (consolidated)
$ 157,360,750
-$ 50,000
(a)
$ 513,950,165
Shares
Institutional Class
32,753,285 (consolidated)
15,791,682
3,058,289
(b)
51,603,256
NAV
Institutional Class
$10.89 (consolidated)
$ 9.96
—
(c)
$ 9.96
(a) To adjust Net Assets of the Pro Forma Fund to account for the estimated portion of the costs of the Reorganization that the Target Fund and the Acquiring Fund will bear.
(b) To adjust Shares Outstanding of the Pro Forma Fund based on combining the Target Fund at the Acquiring Fund’s net asset value.
(c) To adjust Net Asset Value of the Pro Forma Fund based on combining the Target Fund at the Acquiring Fund’s net asset value.
* * * * * *
Please direct any further comments or questions regarding this response letter to the undersigned at (617) 821-5257.
Very truly yours,
/s/ Brian F. Link
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CORRESP 1 filename1.htm CORRESP Brian F. Link, Esq. Managing Director and Managing Counsel T +1-617-662-1504 Brian.link@statestreet.com State Street Corporation One Congress Street Boston, MA 02114-2016 statestreet.com March 25, 2025 VIA EDGAR CORRESPONDENCE FILING United States Securities and Exchange Commission Division of Investment Management, Disclosure Review Office 100 F Street, N.E. Washington, D.C. 20549-8626 Attn: Christina DiAngelo Fettig Re: Litman Gregory Funds Trust (File Nos.: 333-10015 and 811-07763) Ladies and Gentlemen: On behalf of the above-named registrant (the “Registrant”), we provide the responses set forth below to the comments given orally by Ms. Christina DiAngelo Fettig of the staff (the “Staff”) of the Securities and Exchange Commission on March 25, 2025, with respect to the Registrant’s Form N-14, relating to the Reorganization of the iMGP Alternative Strategies Fund (the “Target Fund”) into the iMGP High Income Fund (the “Acquiring Fund”) (the “Reorganization”). Previous comments to the Registrant’s Form N-14 were received on February 19, 2025 and responded to on March 19, 2025. Additional comments to the Registrant’s Form N-14 were received on March 20, 2025 and responded to on March 24, 2025. The Staff’s comments are set forth below in bold typeface for your reference. Capitalized terms have the same meaning ascribed to them in the N-14 unless otherwise indicated. Revised disclosure intended to address these comments will be included in a revised Form N-14 to be filed on or about the same date as the filing of this response letter. The Registrant acknowledges the Staff’s standard disclaimers with respect to these comments, including that the Registrant remains responsible for the accuracy and completeness of its disclosure. We have consulted with the Registrant and Fund Counsel in preparing and submitting this response letter. * * * * * * The Registrant’s responses to the Staff’s comments are as follows. 1. In the hypothetical example on page 24, the Acquiring Fund and Combined Fund (pro forma) expense examples are the same. Because the Acquiring Fund and the Combined Fund have different gross Total Annual Fund Operating Expenses, please consider amending the expense examples. Comment acknowledged. The Registrant is disclosing the Acquiring Fund and Combined Fund (pro forma) expense examples after the effects of the contractual expense limitations in place. The Registrant has added the following bullet to the lead-in section prior to the expense examples: “The examples for the Acquiring Fund and the Combined Fund reflect the net expenses that result from the contractual expense limitations in the first year only.” The Revised table is below. Costs are the same whether you redeem at the end of the period or not. Pro forma expenses are included assuming the consummation of the Reorganization of the Target Fund. The example is for comparison purposes only and is not a representation of any Fund’s actual expenses or returns, either past or future. Because actual return and expenses will be different, the example is for comparison only. Number of Years You Own Your Shares Target Fund Acquiring Fund Combined Fund (Pro Forma) Institutional Class Year 1 $ 163 $ 100 $ 100 Year 3 $ 528 $ 379 $ 357 Year 5 $ 922 $ 692 $ 643 Year 10 $ 2,026 $ 1,581 $ 1,459 2. In the Capitalization table on page 27, include data points within 30 days from the mailing of the combined Information Statement/Prospectus. Comment accepted. The Registrant will amend disclosure in the Capitalization table to include data points within 30 days from the mailing of the combined Information Statement/Prospectus. The Revised table, with data as of March 3, 2025, is below. Page 2 Target Fund iMGP Alternative Strategies Fund Acquiring Fund iMGP High Income Fund Pro Forma Adjustments Combined Fund (Pro Forma) Net Assets Institutional Class $356,639,414 (consolidated) $ 157,360,750 -$ 50,000 (a) $ 513,950,165 Shares Institutional Class 32,753,285 (consolidated) 15,791,682 3,058,289 (b) 51,603,256 NAV Institutional Class $10.89 (consolidated) $ 9.96 — (c) $ 9.96 (a) To adjust Net Assets of the Pro Forma Fund to account for the estimated portion of the costs of the Reorganization that the Target Fund and the Acquiring Fund will bear. (b) To adjust Shares Outstanding of the Pro Forma Fund based on combining the Target Fund at the Acquiring Fund’s net asset value. (c) To adjust Net Asset Value of the Pro Forma Fund based on combining the Target Fund at the Acquiring Fund’s net asset value. * * * * * * Please direct any further comments or questions regarding this response letter to the undersigned at (617) 821-5257. Very truly yours, /s/ Brian F. Link Brian F. Link cc: iM Global Partner Fund Management, LLC David A. Hearth, PAUL HASTINGS LLP Page 3