Correspondence 0001445546-24-005391 from FIRST TRUST EXCHANGE-TRADED FUND (CIK 0001329377)
FIRST TRUST EXCHANGE-TRADED FUND (CIK 0001329377)
Date: Aug. 6, 2024 · CIK: 0001329377 · Accession: 0001445546-24-005391
AI Filing Summary & Sentiment
File numbers found in text: 333-280035, 333-280036, 333-280037
Letter
VIA EDGAR CORRESPONDENCE Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: First Trust Exchange-Traded Fund, on behalf of First Trust WCM Developing World Equity ETF and First Trust WCM International Equity ETF, each a series of First Trust Exchange-Traded Fund, and First Trust Series Fund, on behalf of First Trust WCM Focused Global Growth Fund, a series of First Trust Series Fund File Nos. 333-280035, 333-280036, and 333-280037
Dear Mr. Williams, Mr. Cowan and Ms. Miller:
We received your oral comments via telephonic conference on June 26, 2024, July 8, 2024, and July 9, 2024 regarding the Registration Statements on Form N-14 (each a “Registration Statement” and collectively, the “Registrations Statements”) for First Trust Exchange-Traded Fund, on behalf of First Trust WCM Developing World Equity ETF (“FT WCM Developing World Fund”) and First Trust WCM International Equity ETF (“FT WCM International Equity Fund”), each a series of First Trust Exchange-Traded Fund, and First Trust Series Fund, on behalf of First Trust WCM Focused Global Growth Fund (“FT WCM Global Growth Fund” and, together with FT WCM Developing World Fund and FT WCM International Equity Fund, the “Funds”), filed on June 7, 2024. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statements and the prospectus contained therein (each a “Prospectus” and together, the “Prospectuses”). We are submitting via EDGAR this letter on behalf of the Funds, which is intended to respond to your comments, and revised, marked drafts of the Registration Statements is included for your review and convenience.
DISCLOSURE COMMENTS
Division of Investment Management August 6, 2024
Page 2
First Trust WCM Focused Global Growth Fund
Comment
In the Q&A “Has the Target Board approved the Reorganization?” please consider including the word “unanimously” when discussing the Board approval to be consistent with other disclosure in the Registration Statement.
Response to Comment 1
Pursuant to the comment, “unanimously” will be added to the referenced disclosure.
Comment
Please consider deleting the Q&A “What information did the Board Consider when evaluating the Reorganization?” or adding additional information to make the answer more helpful to shareholders.
Response to Comment 2
Pursuant to the comment, the referenced disclosure will be removed.
Comment
Under the Q&A entitled “How will the Reorganization affect me as a shareholder?” please consider revising the sentence, “Please refer to the section in the Proxy Statement/Prospectus entitled “The Reorganization – Synopsis – Comparison of the Funds” for more information about the Funds.” to reference the “ differences” between the Funds.
Response to Comment 3
Pursuant to the comment, the disclosure has been revised to say “for more information about the differences between Funds.”
Comment
Please revise the answer to the question “Will shareholders of the Target Fund have to pay any fees or expenses in connection with the Reorganization?” to begin with a “Yes” or “No”.
Response to Comment 4
Pursuant to the comment, the disclosure has been revised to begin with a “No.”
Division of Investment Management August 6, 2024
Page 3
Comment
Please consider including a separate Q&A addressing whether the portfolio of the Target Fund will be repositioned prior to the reorganization.
Response to Comment 5
Pursuant to the comment, a Q&A has been added addressing the Target Fund’s portfolio repositioning in connection with the Reorganization. The Registrant notes repositioning of the Target Fund’s portfolio is not anticipated.
Comment
Please revise the answer to the question “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Reorganization?” to begin with a “Yes” or “No”.
Response to Comment 6
Pursuant to the comment, the disclosure has been revised to begin with a “No.”
Comment
Please hyperlink the references to the prospectus, SAI, and audited financials on page ii. Please also include semiannual financials if available.
Response to Comment 7
The Registrant confirms that all items incorporated by reference will be hyperlinked in its amended Registration Statement.
Comment
Please consider including additional background information on the Target Fund that would help clarify why First Trust’s investment advisory services could be beneficial to Target Fund shareholders in the section entitled “The Proposed Reorganization.”
Response to Comment 8
Pursuant to the comment, disclosure regarding the history of the Target Fund has been added to the referenced section.
Division of Investment Management August 6, 2024
Page 4
Comment
In the section entitled “The Proposed Reorganization” please remove the statement “in general” or explain any potential tax recognition in connection with the exchange of Target Fund shares for Acquiring Fund shares.
Response to Comment 9
Pursuant to the comment, “in general” has been removed.
Comment
Under the section entitled “Background and Reasons for the Proposed Reorganization” please consider revising the disclosure which states the funds have “substantially similar” investment objectives to state they have “materially the same” investment objectives to be consistent with the remainder of the Registration Statement.
Response to Comment 10
Pursuant to the comment, the referenced disclosure will be revised to state the Acquiring Fund and Target Fund have “materially the same” investment objectives.
Comment
Under the section entitled “Background and Reasons for the Proposed Reorganization” please consider revising the disclosure to state that the Acquiring Fund’s total annual fund operating expenses will be the same as the Target Fund’s as opposed to lower than the Target Fund’s.
Response to Comment 11
Pursuant to the comment, the referenced disclosure has been revised to state that the Acquiring Fund’s total annual fund operating expenses will be the same as the Target Fund’s.
Comment
Under the section entitled “Background and Reasons for the Proposed Reorganization”, please indicate that the “direct” costs of the Reorganization will be covered by First Trust and WCM.
Division of Investment Management August 6, 2024
Page 5
Response to Comment 12
Pursuant to the comment, the referenced disclosure has been revised to state, “that First Trust and WCM, and not the Target Fund, will bear all direct costs of the Reorganization.”
Comment
Please include under the section entitled “Background and Reasons for the Proposed Reorganization” whether the approval of the ETF Board was unanimous.
Response to Comment 13
The Registrant confirms that the ETF Trust Board unanimously concluded that the Reorganization is in the best interests of the Fund and the referenced disclosure will be revised to include that disclosure.
Comment
Please ensure that all applicable comments received on the N-1A Registration Statement are incorporated into the Registration Statement.
Response to Comment 14
The Registrant confirms that all applicable changes to the N-1A Registration Statement for the Fund will be incorporated into the Registration Statement.
Comment
Please consider moving the “Fees and Expenses” discussion into a separate section after the Risk Factors discussion.
Response to Comment 15
The Registrant believes that the fee table required by Item 3(a) of Form N-14 is a significant consideration for shareholders that should be included in the synopsis per Item 3(b) of Form N-14. Therefore consistent with recent N-14s filed by other registrants in the First Trust family of funds, the Registrant will retain the “Fees and Expenses” discussion at the end of Synopsis section.
Comment
Please include a sentence in the introductory paragraph to the section entitled “Fees and Expenses” that indicates the date on which the Target Fund fees are based.
Division of Investment Management August 6, 2024
Page 6
Response to Comment 16
Pursuant to the comment, the following disclosure will be added to the introductory paragraph to the Fees and Expenses Table:
Expenses for the Target Fund are based on operating expenses of Target Fund for the fiscal year ended December 31, 2023.
Comment
In footnote 1 to the Fees and Expenses table it states that the fee waiver agreement of the Target Fund will be in place for two years from the date of the Reorganization. Please explain how this is the case when the date of the Reorganization is unknown.
Response to Comment 17
Footnote 1 to the Fees and Expenses table has been revised to reflect the Target Fund’s fee waiver is in effect until April 30, 2025.
Comment
In footnote 2 to the Fees and Expenses table, the date through which fees have been agreed to be waived for the Acquiring Fund is blank. Please confirm this fee waiver will run at least one year from the date of the Reorganization.
Response to Comment 18
The Registrant confirms that the fee waiver for the Acquiring Fund will run at least one year from the date of the Reorganization.
Comment
Please confirm that under the section “Background and Trustees’ Considerations Relating to the proposed Reorganization” all material adverse factors relating to the Reorganization and considered by the Target Board are included.
Response to Comment 19
The Registrant confirms that all material adverse factors considered by the Target Board are disclosed in the Prospectus.
Division of Investment Management August 6, 2024
Page 7
Comment
Please disclose whether the Target Board considered the potential for any repositioning of the Target Fund’s portfolio in advance of the reorganization.
Response to Comment 20
The Target Board considered that no repositioning is anticipated as part of the Reorganization and applicable disclosure has been added to the Registration Statement.
Comment
Under the section “Background and Trustees’ Considerations Relating to the proposed Reorganization” it states “that WCM believes that reorganizing the Acquired Fund into the Acquiring Fund will create greater potential for long-term viability than continuing to operate the Acquired Fund as a mutual fund.” Please consider removing this disclosure.
Response to Comment 21
Pursuant to the comment, the referenced disclosure has been removed.
Comment
Please disclose additional information on the proxy solicitor in the section entitled “Voting Process.”
Response to Comment 22
The Registrant believes it has disclosed all material information regarding the proxy solicitor under the sections entitled “Terms of the Reorganization–Expenses” and “Voting Process” pursuant to Item 7(a) of Form N-14 and therefore respectfully declines to include additional information regarding the proxy solicitor.
Comment
Please either file the Purchase Agreement as an exhibit to the Registration Statement or revise the Agreement and Plan of Reorganization so that the Closing Date definition does not reference the Purchase Agreement.
Response to Comment 23
The Registrant confirms the Agreement and Plan of Reorganization will be revised so that the Closing Date definition will refer to a date certain and not the Purchase Agreement.
Division of Investment Management August 6, 2024
Page 8
Comment
Please include the file number for the Target Fund’s annual report which is being incorporated by reference under the section entitled “Financial Statements” in the Statement of Additional Information.
Response to Comment 24
Pursuant to the comment, the 1933 file number for the Target Fund’s Annual Report incorporated by reference under “Financial Statements” will be included.
Comment
Please include an updated Auditor’s consent with any Amended Registration Statement filing.
Response to Comment 25
The Registrant confirms it will include an amended auditor’s consent with its amended Registration Statement.
First Trust WCM Developing World Equity ETF
&
First Trust WCM International Equity ETF
Comment
In the Q&A “Has the Target Board approved the Reorganization?” please consider including the word “unanimously” when discussing the Board approval to be consistent with other disclosure in the Registration Statement.
Response to Comment 1
Pursuant to the comment, “unanimously” will be added to the referenced disclosure.
Comment
Please consider deleting the Q&A “What information did the Board Consider when evaluating the Reorganization?” or adding additional information to make the answer more helpful to shareholders.
Response to Comment 2
Pursuant to the comment, the referenced disclosure will be removed.
Comment
Please supplementally provide information on how many Target Fund shares are held in Non-Qualifying Accounts. Additionally, please supplementally provide information as to whether any direct communication has been made to shareholders who hold their Target Fund shares in Non-Qualifying Accounts regarding moving their shares to Qualifying Accounts prior to the Reorganization.
Division of Investment Management August 6, 2024
Page 9
Response to Comment 3
With respect to the WCM Developing World Equity Fund, the Registrant confirms that as of June 20, 2024, 54,771.155 shares (39.72%) of the Target Fund are held directly with the Target Fund. WCM Investment Management, LLC owns 100% of these shares and has indicated it will move these shares to a Qualifying Account prior to the reorganization. With respect to the WCM International Equity Fund, the Registrant confirms that as of June 20, 2024, 1,493,755.248 shares (24.76%) of the Target Fund are held directly with the Target Fund. WCM Investment Management, LLC and Natixis Investment Managers LP own, in the aggregate, 100% of these shares and each has indicated it will move its respective shares to a Qualifying Account prior to the reorganization.
Comment
Please consider bolding the sentence, “If you do not currently hold your shares of the Target Fund through a Qualifying Account, please see the information below for additional actions that you must take to receive shares of the Acquiring Fund on the Closing Date as part of the Reorganization.” on page 6.
Response to Comment 4
Pursuant to the comment, the referenced disclosure has been bolded.
Comment
Please consider reorganizing the Q&A section so that the question “How can I purchase and sell Acquiring Fund Shares after the Reorganization” is moved prior to the Q&A that precedes it.
Division of Investment Management August 6, 2024
Page 10
Response to Comment 5
Pursuant to the comment, the referenced disclosure has been moved before the prior Q&A question.
Comment
Please revise the answer to the question “Will shareholders of the Target Fund have to pay any fees or expenses in connection with the Reorganization?” to begin with a “Yes” or “No”.
Response to Comment 6
Pursuant to the comment, the disclosure has been revised to begin with a “No.”
Comment
Please consider including a separate Q&A addressing whether the portfolio of the Target Fund will be repositioned prior to the reorganization.
Response to Comment 7
Pursuant to the comment, a Q&A has been added addressing each Target Fund’s portfolio repositioning in connection with the Reorganization. The Registrant notes repositioning of either Target Fund’s portfolio is not anticipated.
Comment
Please revise the answer to the question “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Reorganization?” to begin with a “Yes” or “No”.
Response to Commen
Show Raw Text
CORRESP
1
filename1.htm
Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T 312.845.3000
F 312.701.2361
www.chapman.com
August 6, 2024
VIA EDGAR
CORRESPONDENCE
Matthew Williams
Mark Cowan
Megan F. Miller
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: First Trust Exchange-Traded Fund,
on behalf of First Trust WCM Developing World Equity ETF and First Trust WCM International Equity ETF, each a series of First Trust Exchange-Traded
Fund, and First Trust Series Fund, on behalf of First Trust WCM Focused Global Growth Fund, a series of First Trust Series Fund
File Nos. 333-280035, 333-280036, and
333-280037
Dear Mr. Williams, Mr. Cowan and Ms. Miller:
We received your oral
comments via telephonic conference on June 26, 2024, July 8, 2024, and July 9, 2024 regarding the Registration Statements on Form N-14
(each a “Registration Statement” and collectively, the “Registrations Statements”) for First Trust
Exchange-Traded Fund, on behalf of First Trust WCM Developing World Equity ETF (“FT WCM Developing World Fund”) and
First Trust WCM International Equity ETF (“FT WCM International Equity Fund”), each a series of First Trust Exchange-Traded
Fund, and First Trust Series Fund, on behalf of First Trust WCM Focused Global Growth Fund (“FT WCM Global Growth Fund”
and, together with FT WCM Developing World Fund and FT WCM International Equity Fund, the “Funds”), filed on June
7, 2024. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statements and the
prospectus contained therein (each a “Prospectus” and together, the “Prospectuses”). We are submitting
via EDGAR this letter on behalf of the Funds, which is intended to respond to your comments, and revised, marked drafts of the Registration
Statements is included for your review and convenience.
DISCLOSURE COMMENTS
Division of Investment Management
August 6, 2024
Page 2
First Trust WCM Focused
Global Growth Fund
Comment
1
In the Q&A “Has
the Target Board approved the Reorganization?” please consider including the word “unanimously” when discussing the
Board approval to be consistent with other disclosure in the Registration Statement.
Response
to Comment 1
Pursuant to the comment,
“unanimously” will be added to the referenced disclosure.
Comment
2
Please consider deleting
the Q&A “What information did the Board Consider when evaluating the Reorganization?” or adding additional information
to make the answer more helpful to shareholders.
Response
to Comment 2
Pursuant to the comment,
the referenced disclosure will be removed.
Comment
3
Under the Q&A entitled
“How will the Reorganization affect me as a shareholder?” please consider revising the sentence, “Please refer to the
section in the Proxy Statement/Prospectus entitled “The Reorganization – Synopsis – Comparison of the Funds” for
more information about the Funds.” to reference the “ differences” between the Funds.
Response
to Comment 3
Pursuant to the comment,
the disclosure has been revised to say “for more information about the differences between Funds.”
Comment
4
Please revise the answer
to the question “Will shareholders of the Target Fund have to pay any fees or expenses in connection with the Reorganization?”
to begin with a “Yes” or “No”.
Response
to Comment 4
Pursuant to the comment,
the disclosure has been revised to begin with a “No.”
Division of Investment Management
August 6, 2024
Page 3
Comment
5
Please consider including
a separate Q&A addressing whether the portfolio of the Target Fund will be repositioned prior to the reorganization.
Response
to Comment 5
Pursuant to the comment,
a Q&A has been added addressing the Target Fund’s portfolio repositioning in connection with the Reorganization. The Registrant
notes repositioning of the Target Fund’s portfolio is not anticipated.
Comment
6
Please revise the answer
to the question “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Reorganization?”
to begin with a “Yes” or “No”.
Response
to Comment 6
Pursuant to the comment,
the disclosure has been revised to begin with a “No.”
Comment
7
Please hyperlink the references
to the prospectus, SAI, and audited financials on page ii. Please also include semiannual financials if available.
Response
to Comment 7
The Registrant confirms that
all items incorporated by reference will be hyperlinked in its amended Registration Statement.
Comment
8
Please consider including
additional background information on the Target Fund that would help clarify why First Trust’s investment advisory services could
be beneficial to Target Fund shareholders in the section entitled “The Proposed Reorganization.”
Response
to Comment 8
Pursuant to the comment,
disclosure regarding the history of the Target Fund has been added to the referenced section.
Division of Investment Management
August 6, 2024
Page 4
Comment
9
In the section entitled
“The Proposed Reorganization” please remove the statement “in general” or explain any potential tax recognition
in connection with the exchange of Target Fund shares for Acquiring Fund shares.
Response
to Comment 9
Pursuant to the comment,
“in general” has been removed.
Comment
10
Under the section entitled
“Background and Reasons for the Proposed Reorganization” please consider revising the disclosure which states the funds have
“substantially similar” investment objectives to state they have “materially the same” investment objectives to
be consistent with the remainder of the Registration Statement.
Response
to Comment 10
Pursuant to the comment,
the referenced disclosure will be revised to state the Acquiring Fund and Target Fund have “materially the same” investment
objectives.
Comment
11
Under the section entitled
“Background and Reasons for the Proposed Reorganization” please consider revising the disclosure to state that the Acquiring
Fund’s total annual fund operating expenses will be the same as the Target Fund’s as opposed to lower than the Target Fund’s.
Response
to Comment 11
Pursuant to the comment,
the referenced disclosure has been revised to state that the Acquiring Fund’s total annual fund operating expenses will be the same
as the Target Fund’s.
Comment
12
Under the section entitled
“Background and Reasons for the Proposed Reorganization”, please indicate that the “direct” costs of the Reorganization
will be covered by First Trust and WCM.
Division of Investment Management
August 6, 2024
Page 5
Response
to Comment 12
Pursuant to the comment,
the referenced disclosure has been revised to state, “that First Trust and WCM, and not the Target Fund, will bear all direct costs
of the Reorganization.”
Comment
13
Please include under the
section entitled “Background and Reasons for the Proposed Reorganization” whether the approval of the ETF Board was unanimous.
Response
to Comment 13
The Registrant confirms that
the ETF Trust Board unanimously concluded that the Reorganization is in the best interests of the Fund and the referenced disclosure will
be revised to include that disclosure.
Comment
14
Please ensure that all
applicable comments received on the N-1A Registration Statement are incorporated into the Registration Statement.
Response
to Comment 14
The Registrant confirms that
all applicable changes to the N-1A Registration Statement for the Fund will be incorporated into the Registration Statement.
Comment
15
Please consider moving
the “Fees and Expenses” discussion into a separate section after the Risk Factors discussion.
Response
to Comment 15
The Registrant believes that
the fee table required by Item 3(a) of Form N-14 is a significant consideration for shareholders that should be included in the synopsis
per Item 3(b) of Form N-14. Therefore consistent with recent N-14s filed by other registrants in the First Trust family of funds, the
Registrant will retain the “Fees and Expenses” discussion at the end of Synopsis section.
Comment
16
Please include a sentence
in the introductory paragraph to the section entitled “Fees and Expenses” that indicates the date on which the Target Fund
fees are based.
Division of Investment Management
August 6, 2024
Page 6
Response
to Comment 16
Pursuant to the comment,
the following disclosure will be added to the introductory paragraph to the Fees and Expenses Table:
Expenses for the Target Fund are based
on operating expenses of Target Fund for the fiscal year ended December 31, 2023.
Comment
17
In footnote 1 to the Fees
and Expenses table it states that the fee waiver agreement of the Target Fund will be in place for two years from the date of the Reorganization.
Please explain how this is the case when the date of the Reorganization is unknown.
Response
to Comment 17
Footnote 1 to the Fees and
Expenses table has been revised to reflect the Target Fund’s fee waiver is in effect until April 30, 2025.
Comment
18
In footnote 2 to the Fees
and Expenses table, the date through which fees have been agreed to be waived for the Acquiring Fund is blank. Please confirm this fee
waiver will run at least one year from the date of the Reorganization.
Response
to Comment 18
The Registrant confirms that
the fee waiver for the Acquiring Fund will run at least one year from the date of the Reorganization.
Comment
19
Please confirm that under
the section “Background and Trustees’ Considerations Relating to the proposed Reorganization” all material adverse factors
relating to the Reorganization and considered by the Target Board are included.
Response
to Comment 19
The Registrant confirms that
all material adverse factors considered by the Target Board are disclosed in the Prospectus.
Division of Investment Management
August 6, 2024
Page 7
Comment
20
Please disclose whether
the Target Board considered the potential for any repositioning of the Target Fund’s portfolio in advance of the reorganization.
Response
to Comment 20
The Target Board considered
that no repositioning is anticipated as part of the Reorganization and applicable disclosure has been added to the Registration Statement.
Comment
21
Under the section “Background
and Trustees’ Considerations Relating to the proposed Reorganization” it states “that WCM believes that reorganizing
the Acquired Fund into the Acquiring Fund will create greater potential for long-term viability than continuing to operate the Acquired
Fund as a mutual fund.” Please consider removing this disclosure.
Response
to Comment 21
Pursuant to the comment,
the referenced disclosure has been removed.
Comment
22
Please disclose additional
information on the proxy solicitor in the section entitled “Voting Process.”
Response
to Comment 22
The Registrant believes it
has disclosed all material information regarding the proxy solicitor under the sections entitled “Terms of the Reorganization–Expenses”
and “Voting Process” pursuant to Item 7(a) of Form N-14 and therefore respectfully declines to include additional information
regarding the proxy solicitor.
Comment
23
Please either file the
Purchase Agreement as an exhibit to the Registration Statement or revise the Agreement and Plan of Reorganization so that the Closing
Date definition does not reference the Purchase Agreement.
Response
to Comment 23
The Registrant confirms the
Agreement and Plan of Reorganization will be revised so that the Closing Date definition will refer to a date certain and not the Purchase
Agreement.
Division of Investment Management
August 6, 2024
Page 8
Comment
24
Please include the file
number for the Target Fund’s annual report which is being incorporated by reference under the section entitled “Financial
Statements” in the Statement of Additional Information.
Response
to Comment 24
Pursuant to the comment,
the 1933 file number for the Target Fund’s Annual Report incorporated by reference under “Financial Statements” will
be included.
Comment
25
Please include an updated
Auditor’s consent with any Amended Registration Statement filing.
Response
to Comment 25
The Registrant confirms it
will include an amended auditor’s consent with its amended Registration Statement.
First Trust WCM Developing
World Equity ETF
&
First Trust WCM International
Equity ETF
Comment
1
In the Q&A “Has
the Target Board approved the Reorganization?” please consider including the word “unanimously” when discussing the
Board approval to be consistent with other disclosure in the Registration Statement.
Response
to Comment 1
Pursuant to the comment,
“unanimously” will be added to the referenced disclosure.
Comment
2
Please consider deleting
the Q&A “What information did the Board Consider when evaluating the Reorganization?” or adding additional information
to make the answer more helpful to shareholders.
Response
to Comment 2
Pursuant to the comment,
the referenced disclosure will be removed.
Comment
3
Please supplementally
provide information on how many Target Fund shares are held in Non-Qualifying Accounts. Additionally, please supplementally provide information
as to whether any direct communication has been made to shareholders who hold their Target Fund shares in Non-Qualifying Accounts regarding
moving their shares to Qualifying Accounts prior to the Reorganization.
Division of Investment Management
August 6, 2024
Page 9
Response
to Comment 3
With respect to the WCM Developing
World Equity Fund, the Registrant confirms that as of June 20, 2024, 54,771.155 shares (39.72%) of the Target Fund are held directly with
the Target Fund. WCM Investment Management, LLC owns 100% of these shares and has indicated it will move these shares to a Qualifying
Account prior to the reorganization. With respect to the WCM International Equity Fund, the Registrant confirms that as of June 20, 2024,
1,493,755.248 shares (24.76%) of the Target Fund are held directly with the Target Fund. WCM Investment Management, LLC and Natixis Investment
Managers LP own, in the aggregate, 100% of these shares and each has indicated it will move its respective shares to a Qualifying Account
prior to the reorganization.
Comment
4
Please consider bolding
the sentence, “If you do not currently hold your shares of the Target Fund through a Qualifying Account, please see the information
below for additional actions that you must take to receive shares of the Acquiring Fund on the Closing Date as part of the Reorganization.”
on page 6.
Response
to Comment 4
Pursuant to the comment,
the referenced disclosure has been bolded.
Comment
5
Please consider reorganizing
the Q&A section so that the question “How can I purchase and sell Acquiring Fund Shares after the Reorganization” is moved
prior to the Q&A that precedes it.
Division of Investment Management
August 6, 2024
Page 10
Response
to Comment 5
Pursuant to the comment,
the referenced disclosure has been moved before the prior Q&A question.
Comment
6
Please revise the answer
to the question “Will shareholders of the Target Fund have to pay any fees or expenses in connection with the Reorganization?”
to begin with a “Yes” or “No”.
Response
to Comment 6
Pursuant to the comment,
the disclosure has been revised to begin with a “No.”
Comment
7
Please consider including
a separate Q&A addressing whether the portfolio of the Target Fund will be repositioned prior to the reorganization.
Response
to Comment 7
Pursuant to the comment,
a Q&A has been added addressing each Target Fund’s portfolio repositioning in connection with the Reorganization. The Registrant
notes repositioning of either Target Fund’s portfolio is not anticipated.
Comment
8
Please revise the answer
to the question “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Reorganization?”
to begin with a “Yes” or “No”.
Response
to Commen