SEC Company Response from ICON FUNDS (CIK 0001025770) — Mar 3, 2020
ICON FUNDS (CIK 0001025770)
Date: March 3, 2020 · CIK: 0001025770 · Accession: 0001387131-20-002471
AI Filing Summary & Sentiment
Letter
Via EDGAR and Email to: ellingtonk@sec.gov Division of Investment Management, Disclosure Review and Accounting Washington, DC 20549-8626 Attn: Ken Ellington Staff Accountant Re: Comments to ICON Fund N-CSR
Dear Mr. Ellington:
On February 5, 2019, you provided comments, on behalf of the Staff, relating to the ICON Annual Report (Form N-CSR) for the fiscal year ended on September 30, 2019 (the “Annual Report”), filed with the United States Securities and Exchange Commission pursuant to the Investment Company Act of 1940 (the “Company Act”). For your convenience we will recite the comments and address how we intend to change our reporting going forward to address Staff Comments.
Below is a summary of the Staff Comments, along with our proposed resolutions.
1. Staff Comment – Under Schedule of Investments (all funds), Please disclose the total percentage of portfolio classified as Rule 144A Restricted Securities. Currently the footnote discloses dollar amounts, but we would like percentage included.
ICON Response: In future filings we will disclose the percentage of each portfolio classified as Rule 144A Restricted Securities for all ICON Funds.
2. Staff Comment – Under Statements of Assets and Liabilities (all funds), Please describe in correspondence the frequency that the “due from adviser account” on Balance Sheet is settled, including a discussion of whether the settlement terms are the same terms as the payments to the adviser. The amounts seem large which is why we issued the comment. We assume the settlement is monthly but would like confirmation of this item.
ICON Response: The “due from adviser account” is settled quarterly. Historically, these settlement terms were different from the payments to adviser, which were paid monthly. Going forward, we will change the settlement terms to monthly to match payments to the adviser.
Securities and Exchange Commission
March 3, 2020
Page 2
3. Staff Comment – Under Notes to Financial Statements (all funds), Note 3: Fees, Other Services and Other Transactions with Affiliates, please disclose that any recoupment will be limited to the lesser of: 1) the expense cap in effect at time of the waiver; or 2) the expense cap in effect at the time of recapture. Please also ensure that this recoupment language is updated throughout all disclosure documents.
ICON Response: In all future filings we will disclose that any recoupment will be limited to the lesser of:
1) the expense cap in effect at the time of waiver; or
2) the expense cap in effect at the time of recapture.
Further, we will ensure that this recoupment language is updated throughout all disclosure documents.
4. Staff Comment – Under Notes to Financial Statements (all funds), Note 3: Fees, Other Services and Other Transactions with Affiliates, please disclose the amount available for recoupment by Class going forward. (Class S, C, or A)
ICON Response: In all future filings ICON will disclose the amount available for recoupment by Class.
5. Staff Comment – Under Board of Trustees and Fund Officers (all funds), please include a statement that “additional information about Trustees and officers is included in the SAI.” See item 27(b)(6) of Form N-1A. This statement may already be in the document. If so, please point out where this statement is located in the document.
ICON Response: In all future filings we will include a statement that “additional information about Trustees and officers is included in the SAI.”
6. Staff Comment – Under Item 4 Principal Accountant Fees and Services, subsection (e)(2) of Annual Report (all funds), please confirm that this disclosure is accurate. This paragraph describes situations where pre-approval requirement was waived, not when pre-approval was obtained. Please confirm that this disclosure is accurate.
ICON Response: In future filings we will correct the disclosure to read 0% because the Audit Committee does not waive the pre-approval under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Securities and Exchange Commission
March 3, 2020
Page 3
7. ICON Energy Fund (Annual Report) – Return of Capital
a) Staff Comment – Please confirm the fund complied with shareholder notification requirements of Rule 19(a)(1) of the Company Act.
ICON Response: We confirm that the ICON Energy fund complied with all shareholder notification requirements of Rule 19(a)(1) of the Company Act, and specifically relied on Regulation 19a – 1(3)(e) in 2019 in that a correction was reported to shareholders in the first report following discovery of an inaccuracy.
b) Staff Comment – Please explain why return of capital distributions were not identified on Form N-CEN Item B.23. No amendment is necessary, just correct this going forward.
ICON Response: We failed to identify return of capital distributions because of oversight. In the future we will identify return of capital distributions on the Form N-CEN.
8. Website Comments
a) Staff Comment – Under Dividend History Section, please update and/or explain why this section does not include dividend history for all funds and all dates that dividends were paid. Please update and/or explain in correspondence.
ICON Response: This section of our website has been updated to include the dividend history for all funds for all dates in the past two years that dividends were paid.
b) Staff Comment – Under 2019 Distribution Section there is a link to read about a Special Dividend in ICON Energy Fund, but this link leads to Dividend History section and does not include disclosure about the Special Dividend. Please update and/or explain.
ICON Response: No Special Dividend was paid in 2019. We have updated our website to remove this reference.
The Registrant is aware of its obligations under the U.S. Federal Securities Laws of the United States and acknowledges that:
● The ICON Funds, not the Staff, are responsible for the adequacy and accuracy of the disclosure in our reports filed with the Commission;
● Staff comments or changes to disclosure by the ICON Funds in response to Staff comments does not relieve the ICON Funds in response to Staff comments, does not relieve the ICON Funds of our responsibility for disclosure; and
Securities and Exchange Commission
March 3, 2020
Page 4
● The ICON Funds may not assert Staff comments as an affirmative defense in any proceeding initiated by the Commission or any person under the U.S. Federal Securities Laws.
If you have any questions, please contact Theresa M. Mehringer, Esq., as counsel to the Trust, at 303-796-2626.
Sincerely,
/s/
Christopher Ambruso
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CORRESP
1
filename1.htm
5299
DTC Boulevard, 12th Floor Greenwood Village, CO 80111
800.828.4881
phone | 303.790.1600 local
March
3, 2020
Via
EDGAR and Email to: ellingtonk@sec.gov
U.S.
Securities and Exchange Commission
Division
of Investment Management, Disclosure Review and Accounting
100
F. Street N.E.
Washington,
DC 20549-8626
Attn:
Ken
Ellington
Staff
Accountant
Re: Comments to ICON Fund N-CSR
Dear
Mr. Ellington:
On
February 5, 2019, you provided comments, on behalf of the Staff, relating to the ICON Annual Report (Form N-CSR) for the fiscal
year ended on September 30, 2019 (the “Annual Report”), filed with the United States Securities and Exchange Commission
pursuant to the Investment Company Act of 1940 (the “Company Act”). For your convenience we will recite the comments
and address how we intend to change our reporting going forward to address Staff Comments.
Below
is a summary of the Staff Comments, along with our proposed resolutions.
1. Staff
Comment – Under Schedule of Investments (all funds), Please disclose the total
percentage of portfolio classified as Rule 144A Restricted Securities. Currently
the footnote discloses dollar amounts, but we would like percentage included.
ICON
Response: In future filings we will disclose the percentage of each portfolio classified as Rule 144A Restricted Securities for
all ICON Funds.
2. Staff
Comment – Under Statements of Assets and Liabilities (all funds), Please describe
in correspondence the frequency that the “due from adviser account” on Balance
Sheet is settled, including a discussion of whether the settlement terms are the same
terms as the payments to the adviser. The amounts seem large which is why we issued
the comment. We assume the settlement is monthly but would like confirmation of this
item.
ICON
Response: The “due from adviser account” is settled quarterly. Historically, these settlement terms were different
from the payments to adviser, which were paid monthly. Going forward, we will change the settlement terms to monthly to match
payments to the adviser.
Securities and Exchange Commission
March 3, 2020
Page 2
3. Staff
Comment – Under Notes to Financial Statements (all funds), Note 3: Fees, Other
Services and Other Transactions with Affiliates, please disclose that any recoupment
will be limited to the lesser of: 1) the expense cap in effect at time of the waiver;
or 2) the expense cap in effect at the time of recapture. Please also ensure that this
recoupment language is updated throughout all disclosure documents.
ICON
Response: In all future filings we will disclose that any recoupment will be limited to the lesser of:
1)
the expense cap in effect at the time of waiver; or
2)
the expense cap in effect at the time of recapture.
Further,
we will ensure that this recoupment language is updated throughout all disclosure documents.
4. Staff
Comment – Under Notes to Financial Statements (all funds), Note 3: Fees, Other
Services and Other Transactions with Affiliates, please disclose the amount available
for recoupment by Class going forward. (Class S, C, or A)
ICON
Response: In all future filings ICON will disclose the amount available for recoupment by Class.
5. Staff
Comment – Under Board of Trustees and Fund Officers (all funds), please include
a statement that “additional information about Trustees and officers is included
in the SAI.” See item 27(b)(6) of Form N-1A. This statement may already be in the
document. If so, please point out where this statement is located in the document.
ICON
Response: In all future filings we will include a statement that “additional information about Trustees and officers is
included in the SAI.”
6. Staff
Comment – Under Item 4 Principal Accountant Fees and Services, subsection (e)(2)
of Annual Report (all funds), please confirm that this disclosure is accurate. This paragraph
describes situations where pre-approval requirement was waived, not when pre-approval
was obtained. Please confirm that this disclosure is accurate.
ICON
Response: In future filings we will correct the disclosure to read 0% because the Audit Committee does not waive the pre-approval
under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Securities and Exchange Commission
March 3, 2020
Page 3
7.
ICON
Energy Fund (Annual Report) – Return of Capital
a) Staff
Comment – Please confirm the fund complied with shareholder notification requirements
of Rule 19(a)(1) of the Company Act.
ICON
Response: We confirm that the ICON Energy fund complied with all shareholder notification requirements of Rule 19(a)(1) of the
Company Act, and specifically relied on Regulation 19a – 1(3)(e) in 2019 in that a correction was reported to shareholders
in the first report following discovery of an inaccuracy.
b) Staff
Comment – Please explain why return of capital distributions were not identified
on Form N-CEN Item B.23. No amendment is necessary, just correct this going forward.
ICON
Response: We failed to identify return of capital distributions because of oversight. In the future we will identify return of
capital distributions on the Form N-CEN.
8. Website
Comments
a) Staff
Comment – Under Dividend History Section, please update and/or explain why this
section does not include dividend history for all funds and all dates that dividends
were paid. Please update and/or explain in correspondence.
ICON
Response: This section of our website has been updated to include the dividend history for all funds for all dates in the past
two years that dividends were paid.
b) Staff
Comment – Under 2019 Distribution Section there is a link to read about a Special
Dividend in ICON Energy Fund, but this link leads to Dividend History section and does
not include disclosure about the Special Dividend. Please update and/or explain.
ICON
Response: No Special Dividend was paid in 2019. We have updated our website to remove this reference.
The
Registrant is aware of its obligations under the U.S. Federal Securities Laws of the United States and acknowledges that:
● The
ICON Funds, not the Staff, are responsible for the adequacy and accuracy of the disclosure
in our reports filed with the Commission;
● Staff
comments or changes to disclosure by the ICON Funds in response to Staff comments does
not relieve the ICON Funds in response to Staff comments, does not relieve the ICON Funds
of our responsibility for disclosure; and
Securities and Exchange Commission
March 3, 2020
Page 4
● The
ICON Funds may not assert Staff comments as an affirmative defense in any proceeding
initiated by the Commission or any person under the U.S. Federal Securities Laws.
If
you have any questions, please contact Theresa M. Mehringer, Esq., as counsel to the Trust, at 303-796-2626.
Sincerely,
/s/
Christopher Ambruso
Christopher
Ambruso, Secretary of Trust