SEC Company Response from KIT COLE INVESTMENT TRUST (CIK 0001110219) — Feb 14, 2005
KIT COLE INVESTMENT TRUST (CIK 0001110219)
Date: Feb. 14, 2005 · CIK: 0001110219 · Accession: 0000897069-05-000434
AI Filing Summary & Sentiment
File numbers found in text: 811-09887
Letter
Via EDGAR 045731-0101 Ms. Christina Delano Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. Re: Kit Cole Investment Trust File No. 811-09887
Dear Ms. Delano:
Kit Cole Investment Trust (the “Registrant”) has asked me to supplement Registrant’s November 5, 2004 response to the Staff’s comments to the June 30, 2004 Annual Report to Shareholders of Registrant which you provided to Registrant on October 7, 2004. Subsequent to the November 5, 2004 response, the Registrant liquidated its investments and later this year will file a Form N-8F application to deregister as a SEC registered investment company. Accordingly, where in the November 5, 2004 response Registrant indicated that it would make a requested change in future filings, it is now likely that Registrant will not be making filings where it could incorporate some of the requested changes.
You asked why Note 1 of the Notes to Financial Statements referred to Kit Cole Strategic Growth Fund (the “Fund”) as a “diversified management investment company” whereas its prospectus referred to the Fund as a “non-diversified management investment company.” Registrant has advised me that it was an inadvertent oversight that resulted in the incorrect statement of the Fund’s classification. You also asked if the Fund was currently operating as a diversified investment company and whether it had operated as such continuously for three years so as to no longer be permitted to operate as a “non-diversified management investment company” without seeking shareholder approval. Registrant has advised me that it believes that the Fund had so operated as a “diversified management investment company” for the requisite three-year period and therefore would have needed shareholder approval to operate as a “non-diversified management investment company.” Registrant has advised me that the Fund operated as a “diversified management investment company” continuously from June 30, 2004 until its liquidation.
BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH
Ms. Christina Delano February 14, Page 2
You also asked Registrant to confirm that the Fund’s investment adviser will not recoup either amounts of its investment advisory fee that have been waived or amounts that it has reimbursed the Fund. At June 30, 2004, the amounts subject to potential recoupment were set forth in Note 3 of the Notes to the Financial Statements. In connection with the liquidation and deregistration of Registrant, Registrant set aside cash to pay expenses to be incurred during the liquidation process. Registrant has advised me that it believes the amount set aside will be approximately equal to the expenses that it will incur during the liquidation process. In the unlikely event that the expenses incurred by Registrant during the liquidation process are less than the amounts set aside, the independent trustees of Registrant may authorize the payment of any remaining amounts to the Fund’s investment adviser as a recoupment of a portion of the investment advisory fees that have been waived by the Fund’s investment adviser or amounts that the Fund’s investment adviser has reimbursed the Fund.
Accompanying this letter is a “Tandy” letter executed by Registrant.
Very truly yours,
/s/ Richard L. Teigen
Richard L. Teigen
Enclosure
cc: Jeff Tappan Starr Frohlich
January 28, 2005
Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549
Re: Kit Cole Investment Trust File No. 811-09887
Ladies and Gentlemen:
Kit Cole Investment Trust (the “Registrant”) acknowledges the following:
(1) The Registrant is responsible for the adequacy of the disclosure in its filings with the Securities and Exchange Commission;
(2) Comments of the Staff of the Securities and Exchange Commission or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to filings; and
(3) The Registrant may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.
Very truly yours,
KIT COLE INVESTMENT TRUST
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CORRESP
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sdc895.htm
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
February 14, 2005
WRITER'S DIRECT LINE
414.297-5660
rteigen@foley.com Email
Via EDGAR
CLIENT/MATTER NUMBER
045731-0101
Ms. Christina
Delano
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.
20549
Re:
Kit
Cole Investment Trust
File No. 811-09887
Dear Ms. Delano:
Kit
Cole Investment Trust (the “Registrant”) has asked me to supplement
Registrant’s November 5, 2004 response to the Staff’s comments to the June 30,
2004 Annual Report to Shareholders of Registrant which you provided to Registrant on
October 7, 2004. Subsequent to the November 5, 2004 response, the Registrant liquidated
its investments and later this year will file a Form N-8F application to deregister as a
SEC registered investment company. Accordingly, where in the November 5, 2004 response
Registrant indicated that it would make a requested change in future filings, it is now
likely that Registrant will not be making filings where it could incorporate some of the
requested changes.
You
asked why Note 1 of the Notes to Financial Statements referred to Kit Cole Strategic
Growth Fund (the “Fund”) as a “diversified management investment
company” whereas its prospectus referred to the Fund as a “non-diversified
management investment company.” Registrant has advised me that it was an inadvertent
oversight that resulted in the incorrect statement of the Fund’s classification. You
also asked if the Fund was currently operating as a diversified investment company and
whether it had operated as such continuously for three years so as to no longer be
permitted to operate as a “non-diversified management investment company”
without seeking shareholder approval. Registrant has advised me that it believes that the
Fund had so operated as a “diversified management investment company” for the
requisite three-year period and therefore would have needed shareholder approval to
operate as a “non-diversified management investment company.” Registrant has
advised me that the Fund operated as a “diversified management investment
company” continuously from June 30, 2004 until its liquidation.
BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH
Ms. Christina Delano
February 14,
2005
Page 2
You
also asked Registrant to confirm that the Fund’s investment adviser will not recoup
either amounts of its investment advisory fee that have been waived or amounts that it has
reimbursed the Fund. At June 30, 2004, the amounts subject to potential recoupment were
set forth in Note 3 of the Notes to the Financial Statements. In connection with the
liquidation and deregistration of Registrant, Registrant set aside cash to pay expenses to
be incurred during the liquidation process. Registrant has advised me that it believes the
amount set aside will be approximately equal to the expenses that it will incur during the
liquidation process. In the unlikely event that the expenses incurred by Registrant during
the liquidation process are less than the amounts set aside, the independent trustees of
Registrant may authorize the payment of any remaining amounts to the Fund’s
investment adviser as a recoupment of a portion of the investment advisory fees that have
been waived by the Fund’s investment adviser or amounts that the Fund’s
investment adviser has reimbursed the Fund.
Accompanying
this letter is a “Tandy” letter executed by Registrant.
Very truly yours,
/s/ Richard L. Teigen
Richard L. Teigen
Enclosure
cc:
Jeff Tappan
Starr Frohlich
January 28, 2005
Securities and Exchange
Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re:
Kit
Cole Investment Trust
File No. 811-09887
Ladies and Gentlemen:
Kit
Cole Investment Trust (the “Registrant”) acknowledges the following:
(1) The
Registrant is responsible for the adequacy of the disclosure in its filings
with the Securities and Exchange Commission;
(2) Comments
of the Staff of the Securities and Exchange Commission or changes to disclosure
in response to Staff comments do not foreclose the Securities and Exchange
Commission from taking any action with respect to filings; and
(3) The
Registrant may not assert Staff comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.
Very truly yours,
KIT COLE INVESTMENT TRUST
By:
/s/ Jeff Tappan
Jeff Tappan, Executive Vice President