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SEC Company Response from WEITZ FUNDS (CIK 0001257927) — Sep 2, 2022

WEITZ FUNDS (CIK 0001257927)
Date: Sept. 2, 2022 · CIK: 0001257927 · Accession: 0001821268-22-000253

AI Filing Summary & Sentiment

File numbers found in text: 811-21410

Date
September 2, 2022
Author
Not clearly detected
Form
CORRESP
Company
WEITZ FUNDS (CIK 0001257927)

Letter

VIA EDGAR CORRESPONDENCE Division of Investment Management Washington, D.C. 20549 Re: The Weitz Funds Preliminary Proxy Statement File No. 811-21410

Dear Ms. Browning:

On behalf of The Weitz Funds (the “Registrant”), which filed a Preliminary Proxy Statement on Form PRE 14A (the “Proxy Statement”) with the Commission on June 30, 2022, I wish to respond to the comments on the Proxy Statement that you provided to me over the telephone: (i) initially on July 8, 2022 and (ii) subsequently on August 31, 2022, with respect to the contents of the Proxy Statement. The proposed responses on behalf of the Registrant to each of the initial comments and the subsequent comments are set forth below. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Proxy Statement.

1. Comment: Please be advised that in accordance with Rule 14a-6(e), preliminary proxy materials, including the proxy card, should be labeled as “Preliminary Copies” at the time that the preliminary filing is made.

Response: The Registrant notes the comment and will undertake to make such disclosures in any future filings of preliminary proxy materials.

2. Comment: In the Questions and Answers section (the “Q&As”), the disclosure uses the singular when referring to shareholders being asked to approve “a New Advisory Agreement”. This disclosure is potentially misleading because it seems to suggest there is a vote only on one single “New Advisory Agreement” when, in fact, each of the nine Funds are separately voting on their own respective New Advisory Agreements. Accordingly, please revise the disclosure to reflect the fact that shareholders of each individual Fund are being asked to vote separately with respect to approval of the New Advisory Agreement for their separate investment series, and not for a single, stand-alone New Advisory Agreement for all of the Funds collectively.

Response: The disclosure has been revised consistent with the comment.

3. Comment: Please confirm supplementally to the Staff that the action being taken with respect to the approval of each of the New Advisory Agreements will not result, either directly or indirectly, in the establishment of a new fee or expense or an increase in any existing fee or expense to be paid by any Fund or its shareholders. In addition, please also confirm supplementally that the terms of the currently effective Expense Limitation Agreements with respect to the Funds will continue to be applicable following the completion of the Transaction.

Response: This will confirm that the approval of each of the New Advisory Agreements will not result, either directly or indirectly, in the establishment of a new fee or expense or an increase in any existing fee or expense to be paid by any Fund or its shareholders. In connection with this response, it is further confirmed that the terms and conditions of the currently effective Expense Limitation Agreements will continue to be maintained at their present levels in connection with the new Expense Limitation Agreements.

4. Comment: The disclosure in various places throughout the Proxy Statement uses the term “we” without clearly identifying whom the phrase is specifically referring to. Please revise the disclosure to clearly indicate who the term “we” is referring to for these purposes.

Response: The disclosure has been revised consistent with the comment.

5. Comment: The disclosure in the Dear Shareholder Letter states that due to the health and safety concerns posed by the COVID-19 pandemic, there is a possibility that the Special Meeting, which is currently scheduled to be held as an in-person meeting, could potentially be convened instead as a virtual online meeting if a determination is ultimately made that it would be advisable to do so. Please therefore confirm supplementally to the Staff that in the event that a virtual online meeting is, in fact, to be convened, any such virtual online meeting will be conducted in a manner consistent with the Staff’s written statement titled “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns”.

Response: This will confirm that in the event that a determination is made that it is advisable to hold the Special Meeting as a virtual online meeting due to health and safety concerns as a result of COVID-19, such virtual online meeting will be conducted in a manner that is consistent with all relevant Staff guidance regarding virtual shareholder meetings, including the guidance set forth in “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns”.

6. Comment: The disclosure states that the Transaction will result in an assignment of each Fund’s Current Advisory Agreement for purposes of the 1940 Act. Please supplementally inform the Staff why an interim Investment Advisory Agreement in accordance with Rule 15a-4 is not being utilized.

-2-

Response: This will confirm that the Transaction will not be completed until after shareholders have approved each of the New Advisory Agreements, and therefore, the type of interim investment advisory agreement provided for in Rule 15a-4 is not required to be used.

7. Comment: In the disclosure under Proposal 1 – Introduction and Background – when describing the timing of the Transaction, it is stated in the last line of the second paragraph that: “The Transaction is expected to occur sometime in 2022.” Please revise this disclosure to provide more specificity as to exactly when the Transaction is expected to be completed.

Response: The disclosure has been revised to state that: “The Transaction is expected to occur shortly after the Special Meeting is held in October”. During our subsequent telephone call on August 31, 2022, you indicated that the Staff is of the view that this revised disclosure is still too vague and should therefore be further revised to clarify the timing of the anticipated completion of the Transaction. The Registrant respectfully maintains that the revised disclosure provides shareholders with reasonable and appropriate information with respect to the expected timing of the Transaction by informing them that it is expected to be consummated shortly after the Special Meeting is being held.

8. Comment: The disclosure describing Proposal 1 indicates that as part of the Adviser’s succession planning arrangements, Mr. Wallace Weitz will be exchanging his voting stock in the Adviser for non-voting stock currently held by his son Mr. Drew Weitz. Please confirm supplementally to the Staff that no other consideration has been or will be exchanged between Mr. Wallace Weitz and Mr. Drew Weitz in connection with carrying out the Transaction.

Response: This will confirm that in connection with carrying out the Transaction, no other consideration has been or will be exchanged between Mr. Wallace Weitz and Mr. Drew Weitz other than the interest in the shares of the Adviser that are being exchanged.

9. Comment: In the Q&A section for Proposal 1, the Question asks: “Will the Funds’ net expenses increase?”. Please add additional disclosure affirmatively stating that none of the contractual fees with respect to the service providers currently servicing the Funds will be increased in connection with the Transaction. In addition, please confirm supplementally to the Staff that pro forma financial statements are not required to be provided in connection with the Proposal.

Response: The disclosure has been revised consistent with the comment. In addition, this will confirm that pro forma financial statements are not required to be presented in connection with these matters because none of the current fees are changing as a result of the Transaction.

10. Comment: Please include additional disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, no Fund will experience a change in its currently effective investment objective, strategies, policies or restrictions

-3-

(other than with respect to Partners III Fund, which will be subject to a change in its classification status as a result of Proposal 3). In addition, please add this disclosure to the text of the Proxy Statement.

Response: The disclosure has been revised consistent with the comment.

11. Comment: Please include additional disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, there will be no change in the amount of a shareholder’s investment in the Fund(s) that they currently own and that they will continue to own the same number of shares in the Fund(s) that were owned immediately prior to the closing of the Transaction.

Response: The disclosure has been revised consistent with the comment.

12. Comment: In the disclosure throughout the Proxy Statement regarding the Board making “best interest” determinations, if applicable, please consistently reference that the Board made such determinations with respect to both the subject Fund or Funds and their shareholders.

Response: The disclosure has been revised consistent with the comment.

13. Comment: Please include additional disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, the terms of the currently effective Expense Limitation Agreements will not change and that they will remain at the currently effective levels following the completion of the Transaction.

Response: This will confirm that the subject disclosure has been added.

14. Comment: Please include additional disclosure in the Proxy Statement, including a new Q&A, indicating what will happen if the proposed New Advisory Agreements are not approved.

Response: The disclosure has been revised consistent with the comment.

15. Comment: In the Answer provided under the Q&As for Proposal 2 – The Election of Trustees – “Why am I being asked to elect the Nominees to the Board?” – please add additional disclosure stating that if all of the Nominees are elected at this time, then it is not expected that shareholders will have the opportunity to vote on the election of new Trustees until such time as a vote on the election of new Trustees is required in accordance with relevant provisions of the 1940 Act with respect to the need for shareholder approval of new Trustees.

Response: The disclosure has been revised consistent with the comment.

16. Comment: In the Q&A Section of Proposal 3 – Change in the Sub-Classification (Partners III Opportunity Fund) – in the first sentence of the Answer it is stated that: “A non-diversified fund typically presents a heightened degree of investment risk due to its ability to make more concentrated investments.” The use of the phrase “concentrated

-4-

investments” in this context may be confusing to shareholders as it may connote the concept of concentrated investments as used in Section 8(b)(1) of the 1940 Act regarding the ability of a fund to concentrate its investments in a particular industry or group of industries. Accordingly, please revise the disclosure used in this sentence by removing the reference to “concentrated investments” and instead using a different term or phrase that connotes a more non-diversified investment portfolio for purposes of the 1940 Act.

Response: The disclosure has been revised consistent with the comment.

17. Comment: Please include an additional new Q&A that addresses who is responsible for paying for the proxy solicitation fees and expenses, which information is currently disclosed under the section of the Proxy Statement titled “Expenses”, and indicate if any of the parties intend to seek reimbursement in connection with the fees and expenses that they have agreed to pay.

Response: The disclosure has been revised consistent with the comment.

18. Comment: Please include an additional new Q&A that addresses how shareholders may revoke their vote after it has been submitted, which includes information disclosing where the shareholders should direct any revocation request and indicating whether this may be done electronically.

Response: The disclosure has been revised consistent with the comment.

19. Comment: Please include an additional new Q&A that discloses whether anyone may be contacting shareholders regarding the voting process.

Response: The disclosure has been revised consistent with the comment.

20. Comment: Please include an additional new Q&A that discloses whether any one Proposal is contingent on another Proposal.

Response: The disclosure has been revised consistent with the comment.

21. Comment: Certain of the defined terms used in the Proxy Statement are not consistently defined. Accordingly, please review the use of the defined terms and apply them consistently.

Response: The disclosure has been revised consistent with the comment.

22. Comment: On Page 15, the disclosure states that each one of the New Advisory Agreements: “…will be substantially similar to each Fund’s Current Advisory Agreement”. If applicable, please revise this disclosure to state that each one of the New Advisory Agreements is not materially different from its respective Current Advisory Agreement, and please consistently apply this comment throughout the Proxy Statement when reference is made to things being “substantially similar”.

Response: The disclosure has been revised consistent with the comment.

-5-

23. Comment: On Page 16, in the section titled “Comparison of Current Advisory Agreements and New Advisory Agreements”, the disclosure in the section captioned “Limitation of Liability” states that: “Under the Current Advisory Agreement for each Fund, the Adviser shall not be liable to the Trust for any act or omission by the Adviser or for any losses sustained by the Trust or its shareholders except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of duty..” Please confirm supplementally to the Staff that the New Advisory Agreements’ provisions with respect to the Adviser’s liability comply in all respects with the relevant requirements of Section 17(i) of the 1940 Act. In addition, please consider revising the disclosure in a manner that is consistent with Section 17(i).

Response: This will confirm that provisions in the New Advisory Agreements with respect to the Adviser’s limitation on liability comply in all respects with the relevant provisions of Section 17(i) and are based in full on Section 17(i). In addition, the Registrant notes that the disclosure presented is taken verbatim from the language included in both the Current Advisory Agreements and the New Advisory Agreements, and accordingly, the Registrant has determined that it would not be advisable to revise this disclosure because it is taken directly from each of the respective Agreements and thus cannot be modified for disclosure purposes.

24. Comment: Under the section titled “Board Considerations”, please indicate whether the Board retained separate independent legal counsel in connection with its consideration of the Transaction and the related contract approval process. In addition, please confirm supplementally to the Staff whether the Board considered the use of separate independent legal counsel in connection with its consideration of the Transaction and the related contract approval process.

Response: The disclosure has been revised consistent with the comment. In addition, this will confirm that the Board considered the possible use of separate independent legal counsel and made a determination to rely upon Fund counsel for these purposes based upon the nature of the Transaction and the parties involved.

25. Comment: On Page 17, in the section titled “Board Considerations”, in the fourth paragraph of that section,

Show Raw Text
CORRESP
1
filename1.htm

DECHERT LLP

1900 K Street, NW

Washington, D.C. 20006

(202) 261-3300

September 2, 2022

VIA EDGAR CORRESPONDENCE

Kimberly Browning, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

 Re: The Weitz Funds

Preliminary Proxy Statement

File No. 811-21410

Dear Ms. Browning:

On behalf of The Weitz
Funds (the “Registrant”), which filed a Preliminary Proxy Statement on Form PRE 14A (the “Proxy Statement”) with
the Commission on June 30, 2022, I wish to respond to the comments on the Proxy Statement that you provided to me over the telephone:
(i) initially on July 8, 2022 and (ii) subsequently on August 31, 2022, with respect to the contents of the Proxy Statement. The proposed
responses on behalf of the Registrant to each of the initial comments and the subsequent comments are set forth below. Capitalized terms
not otherwise defined herein shall have the meanings given to them in the Proxy Statement.

1. Comment:
Please be advised that in accordance with Rule 14a-6(e), preliminary proxy materials, including the
proxy card, should be labeled as “Preliminary Copies” at the time that the preliminary filing is made.

Response: The Registrant notes the comment
and will undertake to make such disclosures in any future filings of preliminary proxy materials.

2. Comment: In the Questions and Answers
section (the “Q&As”), the disclosure uses the singular when referring to shareholders being asked to approve “a
New Advisory Agreement”. This disclosure is potentially misleading because it seems to suggest there is a vote only on one single
“New Advisory Agreement” when, in fact, each of the nine Funds are separately voting on their own respective New Advisory
Agreements. Accordingly, please revise the disclosure to reflect the fact that shareholders of each individual Fund are being asked to
vote separately with respect to approval of the New Advisory Agreement for their separate investment series, and not for a single, stand-alone
New Advisory Agreement for all of the Funds collectively.

Response: The disclosure has been revised
consistent with the comment.

3. Comment:
Please confirm supplementally to the Staff that the action being taken with respect to the approval of each of the New Advisory Agreements
will not result, either directly or indirectly, in the establishment of a new fee or expense or an increase in any existing fee or expense
to be paid by any Fund or its shareholders. In addition, please also confirm supplementally that the terms of the currently effective
Expense Limitation Agreements with respect to the Funds will continue to be applicable following the completion of the Transaction.

Response: This will confirm that the
approval of each of the New Advisory Agreements will not result, either directly or indirectly, in the establishment of a new fee or expense
or an increase in any existing fee or expense to be paid by any Fund or its shareholders. In connection with this response, it is further
confirmed that the terms and conditions of the currently effective Expense Limitation Agreements will continue to be maintained at their
present levels in connection with the new Expense Limitation Agreements.

4. Comment: The disclosure in various
places throughout the Proxy Statement uses the term “we” without clearly identifying whom the phrase is specifically referring
to. Please revise the disclosure to clearly indicate who the term “we” is referring to for these purposes.

Response: The disclosure has been revised
consistent with the comment.

5. Comment: The disclosure in the Dear
Shareholder Letter states that due to the health and safety concerns posed by the COVID-19 pandemic, there is a possibility that the Special
Meeting, which is currently scheduled to be held as an in-person meeting, could potentially be convened instead as a virtual online meeting
if a determination is ultimately made that it would be advisable to do so. Please therefore confirm supplementally to the Staff that in
the event that a virtual online meeting is, in fact, to be convened, any such virtual online meeting will be conducted in a manner consistent
with the Staff’s written statement titled “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns”.

Response: This will confirm that in
the event that a determination is made that it is advisable to hold the Special Meeting as a virtual online meeting due to health and
safety concerns as a result of COVID-19, such virtual online meeting will be conducted in a manner that is consistent with all relevant
Staff guidance regarding virtual shareholder meetings, including the guidance set forth in “Staff Guidance for Conducting Shareholder
Meetings in Light of COVID-19 Concerns”.

6. Comment: The disclosure states that
the Transaction will result in an assignment of each Fund’s Current Advisory Agreement for purposes of the 1940 Act. Please supplementally
inform the Staff why an interim Investment Advisory Agreement in accordance with Rule 15a-4 is not being utilized.

    -2-

Response: This will confirm that the
Transaction will not be completed until after shareholders have approved each of the New Advisory Agreements, and therefore, the type
of interim investment advisory agreement provided for in Rule 15a-4 is not required to be used.

7. Comment: In the disclosure under
Proposal 1 – Introduction and Background – when describing the timing of the Transaction, it is stated in the last line of
the second paragraph that: “The Transaction is expected to occur sometime in 2022.” Please revise this disclosure to provide
more specificity as to exactly when the Transaction is expected to be completed.

Response: The disclosure has been revised
to state that: “The Transaction is expected to occur shortly after the Special Meeting is held in October”. During our subsequent
telephone call on August 31, 2022, you indicated that the Staff is of the view that this revised disclosure is still too vague and should
therefore be further revised to clarify the timing of the anticipated completion of the Transaction. The Registrant respectfully maintains
that the revised disclosure provides shareholders with reasonable and appropriate information with respect to the expected timing of the
Transaction by informing them that it is expected to be consummated shortly after the Special Meeting is being held.

8. Comment: The disclosure describing
Proposal 1 indicates that as part of the Adviser’s succession planning arrangements, Mr. Wallace Weitz will be exchanging his voting
stock in the Adviser for non-voting stock currently held by his son Mr. Drew Weitz. Please confirm supplementally to the Staff that no
other consideration has been or will be exchanged between Mr. Wallace Weitz and Mr. Drew Weitz in connection with carrying out the Transaction.

Response: This will confirm that in
connection with carrying out the Transaction, no other consideration has been or will be exchanged between Mr. Wallace Weitz and Mr. Drew
Weitz other than the interest in the shares of the Adviser that are being exchanged.

9. Comment: In the Q&A section for
Proposal 1, the Question asks: “Will the Funds’ net expenses increase?”. Please add additional disclosure affirmatively
stating that none of the contractual fees with respect to the service providers currently servicing the Funds will be increased in connection
with the Transaction. In addition, please confirm supplementally to the Staff that pro forma financial statements are not required to
be provided in connection with the Proposal.

Response: The disclosure has been revised
consistent with the comment. In addition, this will confirm that pro forma financial statements are not required to be presented in connection
with these matters because none of the current fees are changing as a result of the Transaction.

10. Comment: Please include additional
disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, no Fund will experience
a change in its currently effective investment objective, strategies, policies or restrictions

    -3-

(other than with respect to Partners III
Fund, which will be subject to a change in its classification status as a result of Proposal 3). In addition, please add this disclosure
to the text of the Proxy Statement.

Response: The disclosure has been revised
consistent with the comment.

11. Comment: Please include additional
disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, there will be no change
in the amount of a shareholder’s investment in the Fund(s) that they currently own and that they will continue to own the same number
of shares in the Fund(s) that were owned immediately prior to the closing of the Transaction.

Response: The disclosure has been revised
consistent with the comment.

12. Comment: In the disclosure throughout
the Proxy Statement regarding the Board making “best interest” determinations, if applicable, please consistently reference
that the Board made such determinations with respect to both the subject Fund or Funds and their shareholders.

Response: The disclosure has been revised
consistent with the comment.

13. Comment: Please include additional
disclosure in the Proxy Statement, including a new Q&A, confirming that, in connection with the Transaction, the terms of the currently
effective Expense Limitation Agreements will not change and that they will remain at the currently effective levels following the completion
of the Transaction.

Response: This will confirm that the
subject disclosure has been added.

14. Comment: Please include additional
disclosure in the Proxy Statement, including a new Q&A, indicating what will happen if the proposed New Advisory Agreements are not
approved.

Response: The disclosure has been revised
consistent with the comment.

15. Comment: In the Answer provided
under the Q&As for Proposal 2 – The Election of Trustees – “Why am I being asked to elect the Nominees to the Board?”
– please add additional disclosure stating that if all of the Nominees are elected at this time, then it is not expected that shareholders
will have the opportunity to vote on the election of new Trustees until such time as a vote on the election of new Trustees is required
in accordance with relevant provisions of the 1940 Act with respect to the need for shareholder approval of new Trustees.

Response: The disclosure has been revised
consistent with the comment.

16. Comment: In the Q&A Section
of Proposal 3 – Change in the Sub-Classification (Partners III Opportunity Fund) – in the first sentence of the Answer it
is stated that: “A non-diversified fund typically presents a heightened degree of investment risk due to its ability to make more
concentrated investments.” The use of the phrase “concentrated

    -4-

investments” in this context may be confusing to shareholders
as it may connote the concept of concentrated investments as used in Section 8(b)(1) of the 1940 Act regarding the ability of a fund to
concentrate its investments in a particular industry or group of industries. Accordingly, please revise the disclosure used in this sentence
by removing the reference to “concentrated investments” and instead using a different term or phrase that connotes a more
non-diversified investment portfolio for purposes of the 1940 Act.

Response: The disclosure has been revised
consistent with the comment.

17. Comment: Please include an additional
new Q&A that addresses who is responsible for paying for the proxy solicitation fees and expenses, which information is currently
disclosed under the section of the Proxy Statement titled “Expenses”, and indicate if any of the parties intend to seek reimbursement
in connection with the fees and expenses that they have agreed to pay.

Response: The disclosure has been revised
consistent with the comment.

18. Comment: Please include an additional
new Q&A that addresses how shareholders may revoke their vote after it has been submitted, which includes information disclosing where
the shareholders should direct any revocation request and indicating whether this may be done electronically.

Response: The disclosure has been revised
consistent with the comment.

19. Comment: Please include an additional
new Q&A that discloses whether anyone may be contacting shareholders regarding the voting process.

Response: The disclosure has been revised
consistent with the comment.

20. Comment: Please include an additional
new Q&A that discloses whether any one Proposal is contingent on another Proposal.

Response: The disclosure has been revised
consistent with the comment.

21. Comment: Certain of the defined
terms used in the Proxy Statement are not consistently defined. Accordingly, please review the use of the defined terms and apply them
consistently.

Response: The disclosure has been revised
consistent with the comment.

22. Comment: On Page 15, the disclosure
states that each one of the New Advisory Agreements: “…will be substantially similar to each Fund’s Current Advisory
Agreement”. If applicable, please revise this disclosure to state that each one of the New Advisory Agreements is not materially
different from its respective Current Advisory Agreement, and please consistently apply this comment throughout the Proxy Statement when
reference is made to things being “substantially similar”.

Response: The disclosure has been revised
consistent with the comment.

    -5-

23. Comment: On Page 16, in the section
titled “Comparison of Current Advisory Agreements and New Advisory Agreements”, the disclosure in the section captioned “Limitation
of Liability” states that: “Under the Current Advisory Agreement for each Fund, the Adviser shall not be liable to the Trust
for any act or omission by the Adviser or for any losses sustained by the Trust or its shareholders except in the case of willful misfeasance,
bad faith, gross negligence or reckless disregard of duty..” Please confirm supplementally to the Staff that the New Advisory Agreements’
provisions with respect to the Adviser’s liability comply in all respects with the relevant requirements of Section 17(i) of the
1940 Act. In addition, please consider revising the disclosure in a manner that is consistent with Section 17(i).

Response: This will confirm that provisions
in the New Advisory Agreements with respect to the Adviser’s limitation on liability comply in all respects with the relevant provisions
of Section 17(i) and are based in full on Section 17(i). In addition, the Registrant notes that the disclosure presented is taken verbatim
from the language included in both the Current Advisory Agreements and the New Advisory Agreements, and accordingly, the Registrant has
determined that it would not be advisable to revise this disclosure because it is taken directly from each of the respective Agreements
and thus cannot be modified for disclosure purposes.

24. Comment: Under the section titled
“Board Considerations”, please indicate whether the Board retained separate independent legal counsel in connection with its
consideration of the Transaction and the related contract approval process. In addition, please confirm supplementally to the Staff whether
the Board considered the use of separate independent legal counsel in connection with its consideration of the Transaction and the related
contract approval process.

Response: The disclosure has been revised
consistent with the comment. In addition, this will confirm that the Board considered the possible use of separate independent legal counsel
and made a determination to rely upon Fund counsel for these purposes based upon the nature of the Transaction and the parties involved.

25. Comment: On Page 17, in the section
titled “Board Considerations”, in the fourth paragraph of that section,