Correspondence 0001193125-24-083575 from EQ ADVISORS TRUST (CIK 0001027263)
EQ ADVISORS TRUST (CIK 0001027263)
Date: April 1, 2024 · CIK: 0001027263 · Accession: 0001193125-24-083575
AI Filing Summary & Sentiment
File numbers found in text: 333-17217, 811-07953
Letter
VIA EDGAR AND E-MAIL U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
Re: Responses to U.S. Securities and Exchange Commission Staff Comments on Post-Effective Amendment No. 175 to the Registration Statement on Form N-1A of EQ Advisors Trust (File Nos. 333-17217; 811-07953)
Dear Ms. Quarles:
On behalf of EQ Advisors Trust (the “Trust”), set forth below are the Trust’s responses to the comments that you provided by telephone on March 22, 2024, concerning Post-Effective Amendment No. 175 to the Trust’s Registration Statement on Form N-1A (the “Post-Effective Amendment”) with respect to EQ/JPMorgan Growth Stock Portfolio (formerly known as EQ/T. Rowe Price Growth Stock Portfolio) and EQ/Large Cap Growth Managed Volatility Portfolio. The Post-Effective Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024, pursuant to the Securities Act of 1933, as amended, and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder. Your comments are set forth in italics and are followed by the Trust’s responses. Unless otherwise noted, defined terms used herein have the same meanings as in the Post-Effective Amendment.
1. General Comments
a. Comment: We remind you that the Portfolios and their management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action, or absence of action by the Staff. Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement. Please ensure that corresponding changes are made to all similar disclosure. Please file your responses to the Staff’s comments on EDGAR at least five days in advance of the effective date of the filing, and please also send me notice by email.
Response: The Trust will apply any revisions made in response to the Staff’s comments to disclosures throughout the registration statement, to the extent applicable. The Trust confirms that it will file its responses to the Staff’s comments on EDGAR at least five days in advance of the effective date of the filing. The Trust further confirms that it will send you notice by email.
K&L GATES LLP
1601 K STREET NW WASHINGTON DC 20006
T +1 202 778 9000 F +1 202 778 9100 klgates.com
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b. Comment: Please supplementally provide a completed fee table and expense example for each Portfolio. If acquired fund fees and expenses (“AFFE”) are expected to exceed one basis point, please include a separate line item in the fee table.
Response: The completed fee table and expense example for each Portfolio are attached to this letter as Appendix A. The Trust confirms that AFFE are not expected to exceed one basis point for the EQ/JPMorgan Growth Stock Portfolio and, accordingly, any such amounts are included in the “Other Expenses” line item in its fee table. The Trust confirms that AFFE are expected to exceed one basis point for the EQ/Large Cap Growth Managed Volatility Portfolio and, accordingly, its fee table includes a separate “Acquired Fund Fees and Expenses” line item.
2. EQ/JPMorgan Growth Stock Portfolio (Summary Prospectus)
a. Comment: The principal investment strategy indicates that the Portfolio typically invests in companies within the universe of the Russell 1000® Growth Index. Please advise us whether the Portfolio’s principal investments will continue to include securities of foreign companies; if so, please provide disclosure in response to Items 4 and 9 of Form N-1A and provide related risk disclosure. To the extent the Portfolio will have principal investments in emerging markets or China, please provide related risk disclosure. Please advise us whether the Portfolio will continue to invest in other types of equity securities such as preferred stocks or warrants as principal investments; if so, please provide disclosure in response to Items 4 and 9 and provide related risk disclosure.
Response: The Trust notes that, pursuant to the principal investment strategy implemented by the Portfolio’s new investment sub-adviser, the Portfolio “typically invests in large, well-established companies with market capitalizations equal to those within the universe of the Russell 1000® Growth Index at the time of purchase.” The Portfolio does not limit its investments to the securities of companies included in the Russell 1000® Growth Index.
The Portfolio’s principal investment strategy changed in connection with the change in sub-adviser. The Portfolio no longer invests in foreign (including emerging market) securities as a principal strategy. The Portfolio does not invest in China as a principal strategy. The Portfolio no longer invests in preferred stocks or warrants as a principal strategy. Accordingly, corresponding risks are not principal risks of the Portfolio.
b. Comment: Please advise us why the Portfolio no longer includes information technology sector risk disclosure. We note that the Portfolio had over 40% of its investments in the information technology sector as of 12/31/23. Please also advise us how this is consistent with the Portfolio’s policy not to concentrate. Similarly, please advise us why the Portfolio no longer includes emerging markets risk, currency risk, IPO risk, or special situations risk disclosures.
Response: The Trust has expanded the “Sector Risk” disclosure in the Portfolio’s summary prospectus to include the following sub-risk factor:
Information Technology Sector Risk — Risks associated with investing in the information technology sector include the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being
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heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; rapid product obsolescence due to technological developments and frequent new product introduction; and increased government and regulatory scrutiny.
The Portfolio does not intend to concentrate in securities of issuers in a particular industry or group of industries within the information technology sector (or any other sector).
The Portfolio no longer invests in foreign (including emerging market) securities, IPOs, or special situations as a principal strategy and, accordingly, it is no longer subject to emerging markets risk, currency risk, IPO risk, or special situations risk as principal risks.
c. Comment: We note that the lower end of the Russell 1000 Growth Index includes securities with market caps of less than $1 billion. To the extent that mid-cap companies will be a principal investment, consider whether the Portfolio should include related risk disclosure.
Response: The Portfolio does not invest in securities of mid-cap companies as a principal investment strategy and, accordingly, does not consider mid-cap company risk to be a principal risk.
3. EQ/Large Cap Growth Managed Volatility Portfolio (Summary Prospectus)
a. Comment: Sector Risk – Please disclose any sectors in which the Portfolio has significant holdings such as the information technology sector. We note that the Portfolio had 26% of its holdings in the information technology sector as of 12/31/23.
Response: The Trust has expanded the “Sector Risk” disclosure in the Portfolio’s summary prospectus to include the following sub-risk factor:
Information Technology Sector Risk – Risks associated with investing in the information technology sector include the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; rapid product obsolescence due to technological developments and frequent new product introduction; and increased government and regulatory scrutiny.
b. Comment: ETFs Risk – Please revise this disclosure to more clearly state that when investing in underlying funds, the Portfolio will pay a proportional share of the fees and expenses of the underlying funds in which it invests in addition to incurring its own fees and expenses and, as a result, shareholders will be subject to two layers of fees and expenses with respect to investments in the Portfolio. (See also comment 4.g. below.)
Response: The Trust has revised the disclosure, in relevant part, to read as follows:
ETFs Risk — The Portfolio’s shareholders will indirectly bear fees and expenses paid by the ETFs in which it invests, in addition to the Portfolio’s direct fees and expenses. When the Portfolio invests in an ETF, it will indirectly bear its
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proportionate share of the fees and expenses incurred by the ETF. These fees and expenses are in addition to the advisory fees and other expenses that the Portfolio and its shareholders bear directly in connection with the Portfolio’s own operations. As a result, the Portfolio’s shareholders will be subject to two layers of fees and expenses with respect to investments in the Portfolio. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds….
c. Comment: Emerging Markets Risk – If the Portfolio will have principal investments in China, please discuss in response to Items 4 and 9 of Form N-1A and disclose the related risks.
Response: The Portfolio will not have principal investments in China.
d. Comment: Short Position Risk – Regarding the sentence that begins “[s]hort sales, at least theoretically, present a risk of unlimited loss on an individual security basis…,” we would propose that you delete the words “at least theoretically”.
Response: The Trust has made the requested change (i.e., “[s]hort sales, at least theoretically, present a risk of unlimited loss on an individual security basis….”).
4. Statutory Prospectus
a. Comment: As required by Item 9(b)(1) of Form N-1A, please describe each Portfolio’s principal investment strategies in this section. The Item 4 requirement to provide a summary of the Item 9 disclosure has not been met, as this disclosure does not expand on what is provided in Item 4. (See the June 2014 guidance regarding mutual fund enhanced disclosure.)
Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s principal investment strategy. Additional information associated with each Portfolio’s principal investment strategy is described within the statutory prospectus. The “Additional Information about the Investment Strategies” section of the statutory prospectus affirms that each Portfolio’s principal strategies are discussed in its summary prospectus and provides additional information regarding the principal investment strategies. General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in Items 2 through 8 need not be repeated elsewhere in the prospectus.” The Trust submits that the information disclosed in response to Item 4 need not be identified again as a principal strategy in response to Item 9(b). Accordingly, the Trust submits that no revisions are necessary.
b. Comment: Under the heading “80% Policies” in the section titled “More information on strategies, risks and benchmarks,” please provide each Portfolio’s 80% policy in response to Item 9 of Form N-1A instead of providing a cross reference to the disclosure provided in response to Item 4.
Response: The section titled “More information on strategies, risks and benchmarks” discloses that “[e]ach of the…Portfolios has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment connoted by its name, as described in the section of the Prospectus entitled ‘About the Investment Portfolios.’” The section of the Prospectus entitled “About the Investment Portfolios” includes information in response to
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Items 2 through 8 of Form N-1A. Because General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in response to Items 2 through 8 need not be repeated elsewhere in the prospectus,” the Trust submits that each Portfolio’s 80% policy disclosed in response to Item 4 need not be disclosed again in response to Item 9(b). Accordingly, the Trust respectfully declines to make this revision.
c. Comment: Regarding the discussion under the heading “80% Policies” in the section titled “More information on strategies, risks and benchmarks,” the Staff notes the following disclosure: “As applicable, to the extent a Portfolio invests in securities of other investment companies or investment vehicles (such as exchange-traded funds), it takes into consideration the investment policies of such investment companies and investment vehicles at the time of investment in determining compliance with its 80% policy.” Please disclose which Portfolios have investments in investment companies or investment vehicles.
Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s principal investment strategy, which, in the case of the EQ/Large Cap Growth Managed Volatility Portfolio (the “Large Cap Portfolio”), includes principal investments in ETFs. (The EQ/JPMorgan Growth Stock Portfolio (the “Growth Stock Portfolio”) does not have principal investments in ETFs.) Additional information associated with the Large Cap Portfolio’s principal investments in ETFs is described within the statutory prospectus. General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in Items 2 through 8 need not be repeated elsewhere in the prospectus.” The Trust submits that the Large Cap Portfolio’s principal investments in ETFs disclosed in response to Item 4 need not be identified again as principal investments in response to Item 9(b). Accordingly, the Trust submits that no revisions are necessary.
d. Comment: Additional Information about the Investment Strategies – Please clarify whether this additional information describes non-principal investment strategies.
Response: The section titled “Additional Information about the Investment Strategies” discloses that “[t]he following provides additional information regarding the principal investment strategies discussed in the “About the Portfolios — Investments, Risks, and Performance — Principal Investment Strategy” section for each Portfolio, and information regarding additional investment strategies that a Portfolio may employ. The Trust believes that the disclosure is appropriate and sufficient and respectfully submits that no revisions are necessary.
e. Comment: Derivatives Risk – The Staff notes the following sentence: “A derivative instrument is generally an investment contract the value of which depends upon (or is derived from), in whole or in part, the value of an underlying asset, reference rate, index or event (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes).” Please clarify whether the Portfolios will be investing in derivatives relating to these underlying assets.
Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s pri
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CORRESP 1 filename1.htm EQ Advisors Trust April 1, 2024 VIA EDGAR AND E-MAIL Ms. Ellie Quarles U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Responses to U.S. Securities and Exchange Commission Staff Comments on Post-Effective Amendment No. 175 to the Registration Statement on Form N-1A of EQ Advisors Trust (File Nos. 333-17217; 811-07953) Dear Ms. Quarles: On behalf of EQ Advisors Trust (the “Trust”), set forth below are the Trust’s responses to the comments that you provided by telephone on March 22, 2024, concerning Post-Effective Amendment No. 175 to the Trust’s Registration Statement on Form N-1A (the “Post-Effective Amendment”) with respect to EQ/JPMorgan Growth Stock Portfolio (formerly known as EQ/T. Rowe Price Growth Stock Portfolio) and EQ/Large Cap Growth Managed Volatility Portfolio. The Post-Effective Amendment was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024, pursuant to the Securities Act of 1933, as amended, and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder. Your comments are set forth in italics and are followed by the Trust’s responses. Unless otherwise noted, defined terms used herein have the same meanings as in the Post-Effective Amendment. 1. General Comments a. Comment: We remind you that the Portfolios and their management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action, or absence of action by the Staff. Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement. Please ensure that corresponding changes are made to all similar disclosure. Please file your responses to the Staff’s comments on EDGAR at least five days in advance of the effective date of the filing, and please also send me notice by email. Response: The Trust will apply any revisions made in response to the Staff’s comments to disclosures throughout the registration statement, to the extent applicable. The Trust confirms that it will file its responses to the Staff’s comments on EDGAR at least five days in advance of the effective date of the filing. The Trust further confirms that it will send you notice by email. K&L GATES LLP 1601 K STREET NW WASHINGTON DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com U.S. Securities and Exchange Commission April 1, 2024 Page 2 b. Comment: Please supplementally provide a completed fee table and expense example for each Portfolio. If acquired fund fees and expenses (“AFFE”) are expected to exceed one basis point, please include a separate line item in the fee table. Response: The completed fee table and expense example for each Portfolio are attached to this letter as Appendix A. The Trust confirms that AFFE are not expected to exceed one basis point for the EQ/JPMorgan Growth Stock Portfolio and, accordingly, any such amounts are included in the “Other Expenses” line item in its fee table. The Trust confirms that AFFE are expected to exceed one basis point for the EQ/Large Cap Growth Managed Volatility Portfolio and, accordingly, its fee table includes a separate “Acquired Fund Fees and Expenses” line item. 2. EQ/JPMorgan Growth Stock Portfolio (Summary Prospectus) a. Comment: The principal investment strategy indicates that the Portfolio typically invests in companies within the universe of the Russell 1000® Growth Index. Please advise us whether the Portfolio’s principal investments will continue to include securities of foreign companies; if so, please provide disclosure in response to Items 4 and 9 of Form N-1A and provide related risk disclosure. To the extent the Portfolio will have principal investments in emerging markets or China, please provide related risk disclosure. Please advise us whether the Portfolio will continue to invest in other types of equity securities such as preferred stocks or warrants as principal investments; if so, please provide disclosure in response to Items 4 and 9 and provide related risk disclosure. Response: The Trust notes that, pursuant to the principal investment strategy implemented by the Portfolio’s new investment sub-adviser, the Portfolio “typically invests in large, well-established companies with market capitalizations equal to those within the universe of the Russell 1000® Growth Index at the time of purchase.” The Portfolio does not limit its investments to the securities of companies included in the Russell 1000® Growth Index. The Portfolio’s principal investment strategy changed in connection with the change in sub-adviser. The Portfolio no longer invests in foreign (including emerging market) securities as a principal strategy. The Portfolio does not invest in China as a principal strategy. The Portfolio no longer invests in preferred stocks or warrants as a principal strategy. Accordingly, corresponding risks are not principal risks of the Portfolio. b. Comment: Please advise us why the Portfolio no longer includes information technology sector risk disclosure. We note that the Portfolio had over 40% of its investments in the information technology sector as of 12/31/23. Please also advise us how this is consistent with the Portfolio’s policy not to concentrate. Similarly, please advise us why the Portfolio no longer includes emerging markets risk, currency risk, IPO risk, or special situations risk disclosures. Response: The Trust has expanded the “Sector Risk” disclosure in the Portfolio’s summary prospectus to include the following sub-risk factor: Information Technology Sector Risk — Risks associated with investing in the information technology sector include the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being U.S. Securities and Exchange Commission April 1, 2024 Page 3 heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; rapid product obsolescence due to technological developments and frequent new product introduction; and increased government and regulatory scrutiny. The Portfolio does not intend to concentrate in securities of issuers in a particular industry or group of industries within the information technology sector (or any other sector). The Portfolio no longer invests in foreign (including emerging market) securities, IPOs, or special situations as a principal strategy and, accordingly, it is no longer subject to emerging markets risk, currency risk, IPO risk, or special situations risk as principal risks. c. Comment: We note that the lower end of the Russell 1000 Growth Index includes securities with market caps of less than $1 billion. To the extent that mid-cap companies will be a principal investment, consider whether the Portfolio should include related risk disclosure. Response: The Portfolio does not invest in securities of mid-cap companies as a principal investment strategy and, accordingly, does not consider mid-cap company risk to be a principal risk. 3. EQ/Large Cap Growth Managed Volatility Portfolio (Summary Prospectus) a. Comment: Sector Risk – Please disclose any sectors in which the Portfolio has significant holdings such as the information technology sector. We note that the Portfolio had 26% of its holdings in the information technology sector as of 12/31/23. Response: The Trust has expanded the “Sector Risk” disclosure in the Portfolio’s summary prospectus to include the following sub-risk factor: Information Technology Sector Risk – Risks associated with investing in the information technology sector include the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; rapid product obsolescence due to technological developments and frequent new product introduction; and increased government and regulatory scrutiny. b. Comment: ETFs Risk – Please revise this disclosure to more clearly state that when investing in underlying funds, the Portfolio will pay a proportional share of the fees and expenses of the underlying funds in which it invests in addition to incurring its own fees and expenses and, as a result, shareholders will be subject to two layers of fees and expenses with respect to investments in the Portfolio. (See also comment 4.g. below.) Response: The Trust has revised the disclosure, in relevant part, to read as follows: ETFs Risk — The Portfolio’s shareholders will indirectly bear fees and expenses paid by the ETFs in which it invests, in addition to the Portfolio’s direct fees and expenses. When the Portfolio invests in an ETF, it will indirectly bear its U.S. Securities and Exchange Commission April 1, 2024 Page 4 proportionate share of the fees and expenses incurred by the ETF. These fees and expenses are in addition to the advisory fees and other expenses that the Portfolio and its shareholders bear directly in connection with the Portfolio’s own operations. As a result, the Portfolio’s shareholders will be subject to two layers of fees and expenses with respect to investments in the Portfolio. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds…. c. Comment: Emerging Markets Risk – If the Portfolio will have principal investments in China, please discuss in response to Items 4 and 9 of Form N-1A and disclose the related risks. Response: The Portfolio will not have principal investments in China. d. Comment: Short Position Risk – Regarding the sentence that begins “[s]hort sales, at least theoretically, present a risk of unlimited loss on an individual security basis…,” we would propose that you delete the words “at least theoretically”. Response: The Trust has made the requested change (i.e., “[s]hort sales, at least theoretically, present a risk of unlimited loss on an individual security basis….”). 4. Statutory Prospectus a. Comment: As required by Item 9(b)(1) of Form N-1A, please describe each Portfolio’s principal investment strategies in this section. The Item 4 requirement to provide a summary of the Item 9 disclosure has not been met, as this disclosure does not expand on what is provided in Item 4. (See the June 2014 guidance regarding mutual fund enhanced disclosure.) Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s principal investment strategy. Additional information associated with each Portfolio’s principal investment strategy is described within the statutory prospectus. The “Additional Information about the Investment Strategies” section of the statutory prospectus affirms that each Portfolio’s principal strategies are discussed in its summary prospectus and provides additional information regarding the principal investment strategies. General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in Items 2 through 8 need not be repeated elsewhere in the prospectus.” The Trust submits that the information disclosed in response to Item 4 need not be identified again as a principal strategy in response to Item 9(b). Accordingly, the Trust submits that no revisions are necessary. b. Comment: Under the heading “80% Policies” in the section titled “More information on strategies, risks and benchmarks,” please provide each Portfolio’s 80% policy in response to Item 9 of Form N-1A instead of providing a cross reference to the disclosure provided in response to Item 4. Response: The section titled “More information on strategies, risks and benchmarks” discloses that “[e]ach of the…Portfolios has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment connoted by its name, as described in the section of the Prospectus entitled ‘About the Investment Portfolios.’” The section of the Prospectus entitled “About the Investment Portfolios” includes information in response to U.S. Securities and Exchange Commission April 1, 2024 Page 5 Items 2 through 8 of Form N-1A. Because General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in response to Items 2 through 8 need not be repeated elsewhere in the prospectus,” the Trust submits that each Portfolio’s 80% policy disclosed in response to Item 4 need not be disclosed again in response to Item 9(b). Accordingly, the Trust respectfully declines to make this revision. c. Comment: Regarding the discussion under the heading “80% Policies” in the section titled “More information on strategies, risks and benchmarks,” the Staff notes the following disclosure: “As applicable, to the extent a Portfolio invests in securities of other investment companies or investment vehicles (such as exchange-traded funds), it takes into consideration the investment policies of such investment companies and investment vehicles at the time of investment in determining compliance with its 80% policy.” Please disclose which Portfolios have investments in investment companies or investment vehicles. Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s principal investment strategy, which, in the case of the EQ/Large Cap Growth Managed Volatility Portfolio (the “Large Cap Portfolio”), includes principal investments in ETFs. (The EQ/JPMorgan Growth Stock Portfolio (the “Growth Stock Portfolio”) does not have principal investments in ETFs.) Additional information associated with the Large Cap Portfolio’s principal investments in ETFs is described within the statutory prospectus. General Instruction C.(3)(a) of Form N-1A provides that “[i]nformation that is included in Items 2 through 8 need not be repeated elsewhere in the prospectus.” The Trust submits that the Large Cap Portfolio’s principal investments in ETFs disclosed in response to Item 4 need not be identified again as principal investments in response to Item 9(b). Accordingly, the Trust submits that no revisions are necessary. d. Comment: Additional Information about the Investment Strategies – Please clarify whether this additional information describes non-principal investment strategies. Response: The section titled “Additional Information about the Investment Strategies” discloses that “[t]he following provides additional information regarding the principal investment strategies discussed in the “About the Portfolios — Investments, Risks, and Performance — Principal Investment Strategy” section for each Portfolio, and information regarding additional investment strategies that a Portfolio may employ. The Trust believes that the disclosure is appropriate and sufficient and respectfully submits that no revisions are necessary. e. Comment: Derivatives Risk – The Staff notes the following sentence: “A derivative instrument is generally an investment contract the value of which depends upon (or is derived from), in whole or in part, the value of an underlying asset, reference rate, index or event (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes).” Please clarify whether the Portfolios will be investing in derivatives relating to these underlying assets. Response: The Trust notes that, as required by Item 4 of Form N-1A, each Portfolio’s summary prospectus describes the Portfolio’s pri