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Correspondence 0001193125-24-177685 from Legg Mason Global Asset Management Trust (CIK 0001474103)

Legg Mason Global Asset Management Trust (CIK 0001474103)
Date: July 11, 2024 · CIK: 0001474103 · Accession: 0001193125-24-177685

AI Filing Summary & Sentiment

File numbers found in text: 333-279246

Date
July 11, 2024
Author
Not clearly detected
Form
CORRESP
Company
Legg Mason Global Asset Management Trust (CIK 0001474103)

Letter

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0060

July 11, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Re: Legg Mason Global Asset Management Trust

(Filing relates to ClearBridge Small Cap Fund and ClearBridge Value Fund (each, a “Fund”)

(File No. 333-279246)

Ladies and Gentlemen:

On behalf of Legg Mason Global Asset Management Trust, a Maryland statutory trust (the “Acquiring Trust” or the “Registrant”), we are hereby submitting this letter to respond to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on May 31, 2024 and June 3, 2024. The comments related to the Form N-14 Registration Statement filed with the Commission on May 9, 2024 (the “Registration Statement”) with respect to the proposed reorganization of ClearBridge All Cap Value Fund, a series of Legg Mason Partners Investment Trust (the “Target Trust”) into ClearBridge Value Fund, a series of the Registrant, and ClearBridge Small Cap Value Fund, a series of the Target Trust, into ClearBridge Small Cap Fund, a series of the Registrant. The following is a summary of the comments received from the legal examiner, Karen Rossotto, and from the accounting examiner, Christina DiAngelo Fettig and the Trust’s response on behalf of the Funds. Capitalized terms used without definition have the meaning assigned to them in the Registration Statement.

General Comments

1. Comment: In the shareholder letter, please disclose what is prompting the merger. Why is the Adviser recommending it? If appropriate, please disclose the reasons that are stated at the bottom of page 27 that state that the Target Funds have limited prospects for future sales and long term viability. In addition, please disclose how the proposed transaction is designed to solve those problems.

Response: The shareholder letter has been amended to add the following disclosure:

In recommending the approval of each Reorganization to the Board, the Adviser highlighted the potential economies of scale that might be realized by combining the respective Funds and the relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term viability and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund).

In addition, the disclosure has been expanded in the subsequent paragraph to clarify that the Reorganization is designed to provide better future sales prospects.

2. Comment: Also in the shareholder letter, if there are any implications, please note the difference that the Funds will now be a series of the Acquiring Trust and its relationship to the Target Trust.

Response: As noted later in the Registration Statement, each Fund is a series of a Maryland statutory trust, and each Trust has a substantially similar Declaration of Trust and related organization documents, and, therefore, no change in shareholder rights is expected as a result of the Reorganization. Each Fund is also subject to the supervision of the same Board of Trustees. The Registrant therefore believes that there are no material implications related to the differences between the two Trusts, and that this topic is not necessary to cover in the shareholder letter.

3. Comment: In the fourth paragraph in the shareholder letter, it references a substantially similar investment strategy. Earlier in the letter it references a similar investment strategy. Please be consistent and highlight any differences in investment strategy in the shareholder letter.

Response: The requested change has been made to reference a “similar investment strategy.”

4. Comment: Later in the document, please address material differences between the Funds and how those differences impact investors from an investment perspective. For example, it is unclear how moving out of a value fund will impact the types of companies, sectors and risks investors will be exposed to. Please revise in appropriate locations to address or explain why such revisions are unnecessary.

Response: As discussed in the Registration Statement, each Target Fund and its corresponding Acquiring Fund have similar investment objectives and strategies. Further, each Target Fund and its corresponding Acquiring Fund pursue a value investing strategy, although the Registrant acknowledges that the ClearBridge Small Cap Fund does not specifically reference the value strategy in its name. The Registrant has revised the shareholder letter in order to clarify that each Fund follows a value investing strategy earlier in the document. The Registrant believes that any relevant differences (none of which the Registrant believes to be material) are thoroughly discussed under “Comparison of the Investment Objectives, Principal Investment Strategies, and Policies of each Target Fund with its Corresponding Acquiring Fund” and “Principal Risks of Each Fund.”

5. Comment: The dates the Reorganizations are expected to close are in August and September. Please disclose that although they are not required to vote, shareholders may have the option of redeeming prior to that date.

Response: The following disclosure has been added:

If you do not want to receive Acquiring Fund shares in connection with the Reorganization, you may redeem or exchange your Target Fund shares into another eligible fund in the Franklin Templeton fund complex prior to the closing date of the Reorganization.

6. Comment: Please provide us your legal analysis as to why a shareholder vote is not required for the reorganization

Response: Each of the Target Trust and the Acquiring Trust is a Maryland statutory trust, and, under applicable state law and the charter documents of each Trust, no shareholder vote is required in connection with the Reorganizations. In addition, no shareholder vote is required by Rule 17a-8 under the Investment Company Act of 1940 because each Target Fund and its corresponding Acquiring Fund have virtually identical investment advisory contracts, the same independent trustees, identical fundamental investment policies, and pay the same distribution fees with respect to the corresponding share classes involved in the Reorganization.

7. Comment: With respect to the links to the documents incorporated by reference, there are references to the documents “as supplemented.” Please specifically identify what is being incorporated by reference.

Response: The requested change has been made to specifically identify the documents being incorporated by reference.

8. Comment: In the summary on page 1, there is a reference to transaction costs in connection with the repositioning of the Fund’s portfolio. Will there be any repositioning, and if so please explain why is it needed. Considering the similarities of the strategies why would repositioning be needed? Please supplementally explain to the staff.

Response: As noted above and in the Registration Statement, each Target Fund and its corresponding Acquiring Fund has similar investment strategies and the same fundamental investment policies. However, the portfolio management teams have implemented the Funds’ investment strategies by investing in different groups of portfolio securities. It is anticipated that after the Reorganization, each Acquiring Fund would engage in certain repositioning of its portfolio securities. This repositioning would not be undertaken as the result of differences in investment restrictions between an Acquiring Fund and a Target Fund, but rather to bring the post-closing portfolio of each Acquiring Fund more in line with the sector weightings and other characteristics of the investments selected by that Fund’s portfolio management team.

9. Comment: In the summary on page 1, there is also disclosure that the reorganizations are not contingent upon one another. As there is no shareholder vote, is there a reason a closing would not occur? Please supplementally explain to the staff.

Response: Section 12 of the Agreement and Plan of Reorganization provides that the Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the closing date without penalty to either Fund by resolution of the Board, if circumstances should develop that, in the opinion of that Board, make proceeding with the Agreement inadvisable with respect to the Acquiring Fund or the Target Fund. While the reorganizations are expected to close, the disclosure makes it clear that there still remains a possibility that one Reorganization would close even if the other did not.

10. Comment: On the top of page 2, there is discussion of the consideration of “the potential economies of scale that might be realized by combining the respective Funds, the relative size and long-term viability of each Target Fund, and the relative performance of each Acquiring Fund compared with the corresponding Target Fund.” Please clarify in the disclosure what that means. We state later that long term viability is questionable. Please clarify how the relative performance compares.

Response: The Registrant has revised the disclosure to clarify as follows:

In recommending the approval of each Reorganization to the Board, the Adviser noted that it considered various factors, including the overlap in portfolio management, the similarities between each Target Fund’s and corresponding Acquiring Fund’s investment objectives and investment strategies, the potential economies of scale that might be realized by combining the respective Funds, the

relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term viability and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund), and the relative performance of each Acquiring Fund compared with the corresponding Target Fund (including the Adviser’s view that each Acquiring Fund had experienced levels of volatility that were comparable to the corresponding Target Fund).

11. Comment: In general, consider using the terms Target Fund and Acquiring Fund in the discussion, as the names of the funds are similar.

Response: The Registrant respectfully notes that the terms “Target Fund” and “Acquiring Fund” are used in many places throughout the Registration Statement. However, the Registrant believes it is appropriate in certain places to use the specific names of the Funds, particularly where a matter impacts one Reorganization but not the other Reorganization.

12. Comment: On the bottom of page 2 in the comparison of the principal investment strategies for the Funds, consider displaying this information in chart form showing similarities and differences between both sets of Funds.

Response: The Registrant respectfully declines to make this change. The Registrant had considered displaying the information in chart form. However, because the relevant differences between the principal investment strategies of the Funds are fairly subtle, the Registrant determined that using a chart format which merely indicates, for example, that each Fund can invest in equity securities and foreign securities, would not be as effective in explaining the relevant differences. The Registrant believes that adding a chart would lengthen the Registration Statement without providing a material benefit to investors.

13. Comment: On page 4 in the fee comparison, please be clear in the introduction that the fees are based on different breakpoints. It is discussed below the chart but make sure it is clear in the introduction.

Response: The Registrant has moved the language regarding breakpoints below the chart to the introduction above the chart in order to give it greater prominence.

14. Comment: On page 8 in the expense table for the ClearBridge Value Fund, in the pro forma it seems that the resulting fees are higher for Class A shares following the reorganization. Please revise or clarify as may be needed as other disclosures seem to state that expenses will not increase.

Response: The Registrant acknowledges that the pro forma gross expenses for Class A shares of the ClearBridge Value Fund following the Reorganization were higher than the gross expenses for Class A shares of the ClearBridge Value Fund prior to the Reorganization in the Registration Statement filing. The increase in expenses is driven by the acquisition of a different shareholder base with a higher proportion of retail investors with higher servicing costs. However, after waivers and reimbursements, the net expenses are expected to be the same for Class A shares following the Reorganization. The Registrant did not include disclosure on this point in the Registration Statement because the relevant comparison for Target Fund shareholders is a comparison between the expenses of the Target Fund and the applicable Acquiring Fund following the Reorganization. The Registrant believes that the comparison of the expenses of the Acquiring Fund before and after the Reorganization is not material to Target Fund shareholders. The Registrant supplementally confirms that the Board of the ClearBridge Value Fund received and considered information regarding the gross expense ratio increase for Class A shares of the ClearBridge Value Fund and the reason for the increase.

In addition, please note that the fee tables for each Fund have been updated to reflect the information in the recently filed semi-annual reports for each Fund. The updated fee table no longer reflects a gross expense ratio increase for the Class A shares of the ClearBridge Value Fund.

15. Comment: With respect to the historical investment performance disclosed on page 12, please summarize the performance differences among the Funds in addition to providing the charts.

Response: The Registrant has added the following disclosure summarizing performance differences:

In recommending the Reorganization of each Target Fund, the Adviser noted that:

ClearBridge Value Fund outperformed the ClearBridge All Cap Value Fund for the 1-, 5- and 10-year periods ended December 31, 2023 with similar levels of volatility

ClearBridge Small Cap Fund outperformed the ClearBridge Small Cap Value Fund for the 1- and 10-year periods ended December 31, 2023, with lower levels of volatility (but underperformed the ClearBridge Small Cap Value Fund for the 5-years ended December 31, 2023).

16. Comment: On page 23 in the “Risk” section, there are short-hand references to Large Cap Funds and Small Cap Funds. Please review those terms and consider whether they are clear as to which funds are being referenced.

Response: The requested change has been made to clarify that “Large Cap Funds” refers to the ClearBridge All Cap Value Fund and the ClearBridge Value Fund, and that “Small Cap Funds” refers to the ClearBridge Small Cap Value Fund and the ClearBridge Small Cap Fund.

17. Comment: On the bottom of page 25, there are references to reorganization costs “except for the trading costs associated with the liquidations described above.” Is it also appropriate to except repositioning costs? If so please include that reference as appropriate.

Response: The disclosure was intended to reference repositioning costs and has been revised accordingly.

18. Comment: On page 26, in the references to the Trustees’ considerations relating to each reorganization, the discussion starts by discussing the May 2-3, 2024 Board meeting. However, the business reasons underlying the reorganization existed before that. Briefly expand in the disclosure the backgroun

Show Raw Text
CORRESP
1
filename1.htm

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

 Morgan, Lewis & Bockius LLP

101 Park Avenue

 New York, NY
10178-0060

 July 11, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Legg Mason Global Asset Management Trust

(Filing relates to ClearBridge Small Cap Fund and ClearBridge Value Fund (each, a “Fund”)

(File No. 333-279246)

Ladies and Gentlemen:

 On behalf of Legg Mason
Global Asset Management Trust, a Maryland statutory trust (the “Acquiring Trust” or the “Registrant”), we are hereby submitting this letter to respond to comments received from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) on May 31, 2024 and June 3, 2024. The comments related to the Form N-14 Registration Statement filed with the Commission on May 9, 2024 (the
“Registration Statement”) with respect to the proposed reorganization of ClearBridge All Cap Value Fund, a series of Legg Mason Partners Investment Trust (the “Target Trust”) into ClearBridge Value Fund, a series of the
Registrant, and ClearBridge Small Cap Value Fund, a series of the Target Trust, into ClearBridge Small Cap Fund, a series of the Registrant. The following is a summary of the comments received from the legal examiner, Karen Rossotto, and from the
accounting examiner, Christina DiAngelo Fettig and the Trust’s response on behalf of the Funds. Capitalized terms used without definition have the meaning assigned to them in the Registration Statement.

General Comments

 1. Comment: In
the shareholder letter, please disclose what is prompting the merger. Why is the Adviser recommending it? If appropriate, please disclose the reasons that are stated at the bottom of page 27 that state that the Target Funds have limited prospects
for future sales and long term viability. In addition, please disclose how the proposed transaction is designed to solve those problems.

Response: The shareholder letter has been amended to add the following disclosure:

In recommending the approval of each Reorganization to the Board, the Adviser highlighted the potential economies of scale that might be
realized by combining the respective Funds and the relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term viability
and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund).

In addition, the disclosure has been expanded in the subsequent paragraph to clarify that the Reorganization is designed to provide better future sales
prospects.

 2. Comment: Also in the shareholder letter, if there are any implications, please note the difference that
the Funds will now be a series of the Acquiring Trust and its relationship to the Target Trust.

 Response: As noted later in the
Registration Statement, each Fund is a series of a Maryland statutory trust, and each Trust has a substantially similar Declaration of Trust and related organization documents, and, therefore, no change in shareholder rights is expected as a result
of the Reorganization. Each Fund is also subject to the supervision of the same Board of Trustees. The Registrant therefore believes that there are no material implications related to the differences between the two Trusts, and that this topic is
not necessary to cover in the shareholder letter.

 3. Comment: In the fourth paragraph in the shareholder letter, it references a substantially
similar investment strategy. Earlier in the letter it references a similar investment strategy. Please be consistent and highlight any differences in investment strategy in the shareholder letter.

Response: The requested change has been made to reference a “similar investment strategy.”

4. Comment: Later in the document, please address material differences between the Funds and how those differences impact investors from an investment
perspective. For example, it is unclear how moving out of a value fund will impact the types of companies, sectors and risks investors will be exposed to. Please revise in appropriate locations to address or explain why such revisions are
unnecessary.

 Response: As discussed in the Registration Statement, each Target Fund and its corresponding Acquiring Fund have
similar investment objectives and strategies. Further, each Target Fund and its corresponding Acquiring Fund pursue a value investing strategy, although the Registrant acknowledges that the ClearBridge Small Cap Fund does not specifically reference
the value strategy in its name. The Registrant has revised the shareholder letter in order to clarify that each Fund follows a value investing strategy earlier in the document. The Registrant believes that any relevant differences (none of which the
Registrant believes to be material) are thoroughly discussed under “Comparison of the Investment Objectives, Principal Investment Strategies, and Policies of each Target Fund with its Corresponding Acquiring Fund” and “Principal Risks
of Each Fund.”

 5. Comment: The dates the Reorganizations are expected to close are in August and September. Please disclose that although
they are not required to vote, shareholders may have the option of redeeming prior to that date.

 Response: The following
disclosure has been added:

 If you do not want to receive Acquiring Fund shares in connection with the Reorganization, you may redeem or
exchange your Target Fund shares into another eligible fund in the Franklin Templeton fund complex prior to the closing date of the Reorganization.

 6.
Comment: Please provide us your legal analysis as to why a shareholder vote is not required for the reorganization

 2

 Response: Each of the Target Trust and the Acquiring Trust is a Maryland statutory trust,
and, under applicable state law and the charter documents of each Trust, no shareholder vote is required in connection with the Reorganizations. In addition, no shareholder vote is required by Rule 17a-8 under
the Investment Company Act of 1940 because each Target Fund and its corresponding Acquiring Fund have virtually identical investment advisory contracts, the same independent trustees, identical fundamental investment policies, and pay the same
distribution fees with respect to the corresponding share classes involved in the Reorganization.

 7. Comment: With respect to the links to the
documents incorporated by reference, there are references to the documents “as supplemented.” Please specifically identify what is being incorporated by reference.

Response: The requested change has been made to specifically identify the documents being incorporated by reference.

8. Comment: In the summary on page 1, there is a reference to transaction costs in connection with the repositioning of the Fund’s portfolio. Will
there be any repositioning, and if so please explain why is it needed. Considering the similarities of the strategies why would repositioning be needed? Please supplementally explain to the staff.

Response: As noted above and in the Registration Statement, each Target Fund and its corresponding Acquiring Fund has similar
investment strategies and the same fundamental investment policies. However, the portfolio management teams have implemented the Funds’ investment strategies by investing in different groups of portfolio securities. It is anticipated that after
the Reorganization, each Acquiring Fund would engage in certain repositioning of its portfolio securities. This repositioning would not be undertaken as the result of differences in investment restrictions between an Acquiring Fund and a Target
Fund, but rather to bring the post-closing portfolio of each Acquiring Fund more in line with the sector weightings and other characteristics of the investments selected by that Fund’s portfolio management team.

9. Comment: In the summary on page 1, there is also disclosure that the reorganizations are not contingent upon one another. As there is no shareholder
vote, is there a reason a closing would not occur? Please supplementally explain to the staff.

 Response: Section 12 of the
Agreement and Plan of Reorganization provides that the Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the closing date without penalty to either Fund by resolution of the Board, if
circumstances should develop that, in the opinion of that Board, make proceeding with the Agreement inadvisable with respect to the Acquiring Fund or the Target Fund. While the reorganizations are expected to close, the disclosure makes it clear
that there still remains a possibility that one Reorganization would close even if the other did not.

 10. Comment: On the top of page 2, there is
discussion of the consideration of “the potential economies of scale that might be realized by combining the respective Funds, the relative size and long-term viability of each Target Fund, and the relative performance of each Acquiring Fund
compared with the corresponding Target Fund.” Please clarify in the disclosure what that means. We state later that long term viability is questionable. Please clarify how the relative performance compares.

Response: The Registrant has revised the disclosure to clarify as follows:

In recommending the approval of each Reorganization to the Board, the Adviser noted that it considered various factors, including the overlap
in portfolio management, the similarities between each Target Fund’s and corresponding Acquiring Fund’s investment objectives and investment strategies, the potential economies of scale that might be realized by combining the respective
Funds, the

 3

relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term
viability and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund), and the relative performance of each Acquiring Fund compared with the corresponding
Target Fund (including the Adviser’s view that each Acquiring Fund had experienced levels of volatility that were comparable to the corresponding Target Fund).

11. Comment: In general, consider using the terms Target Fund and Acquiring Fund in the discussion, as the names of the funds are similar.

Response: The Registrant respectfully notes that the terms “Target Fund” and “Acquiring Fund” are used in many
places throughout the Registration Statement. However, the Registrant believes it is appropriate in certain places to use the specific names of the Funds, particularly where a matter impacts one Reorganization but not the other Reorganization.

12. Comment: On the bottom of page 2 in the comparison of the principal investment strategies for the Funds, consider displaying this information in
chart form showing similarities and differences between both sets of Funds.

 Response: The Registrant respectfully declines to make
this change. The Registrant had considered displaying the information in chart form. However, because the relevant differences between the principal investment strategies of the Funds are fairly subtle, the Registrant determined that using a chart
format which merely indicates, for example, that each Fund can invest in equity securities and foreign securities, would not be as effective in explaining the relevant differences. The Registrant believes that adding a chart would lengthen the
Registration Statement without providing a material benefit to investors.

 13. Comment: On page 4 in the fee comparison, please be clear in the
introduction that the fees are based on different breakpoints. It is discussed below the chart but make sure it is clear in the introduction.

Response: The Registrant has moved the language regarding breakpoints below the chart to the introduction above the chart in order to
give it greater prominence.

 14. Comment: On page 8 in the expense table for the ClearBridge Value Fund, in the pro forma it seems that the
resulting fees are higher for Class A shares following the reorganization. Please revise or clarify as may be needed as other disclosures seem to state that expenses will not increase.

Response: The Registrant acknowledges that the pro forma gross expenses for Class A shares of the ClearBridge Value Fund following
the Reorganization were higher than the gross expenses for Class A shares of the ClearBridge Value Fund prior to the Reorganization in the Registration Statement filing. The increase in expenses is driven by the acquisition of a different
shareholder base with a higher proportion of retail investors with higher servicing costs. However, after waivers and reimbursements, the net expenses are expected to be the same for Class A shares following the Reorganization. The Registrant
did not include disclosure on this point in the Registration Statement because the relevant comparison for Target Fund shareholders is a comparison between the expenses of the Target Fund and the applicable Acquiring Fund following the
Reorganization. The Registrant believes that the comparison of the expenses of the Acquiring Fund before and after the Reorganization is not material to Target Fund shareholders. The Registrant supplementally confirms that the Board of the
ClearBridge Value Fund received and considered information regarding the gross expense ratio increase for Class A shares of the ClearBridge Value Fund and the reason for the increase.

 4

 In addition, please note that the fee tables for each Fund have been updated to reflect the
information in the recently filed semi-annual reports for each Fund. The updated fee table no longer reflects a gross expense ratio increase for the Class A shares of the ClearBridge Value Fund.

15. Comment: With respect to the historical investment performance disclosed on page 12, please summarize the performance differences among the Funds
in addition to providing the charts.

 Response: The Registrant has added the following disclosure summarizing performance
differences:

 In recommending the Reorganization of each Target Fund, the Adviser noted that:

•

 ClearBridge Value Fund outperformed the ClearBridge All Cap Value Fund for the
1-, 5- and 10-year periods ended December 31, 2023 with similar levels of volatility

•

 ClearBridge Small Cap Fund outperformed the ClearBridge Small Cap Value Fund for the 1- and 10-year periods ended December 31, 2023, with lower levels of volatility (but underperformed the ClearBridge Small Cap Value Fund for the 5-years ended December 31, 2023).

 16. Comment: On page 23 in the “Risk”
section, there are short-hand references to Large Cap Funds and Small Cap Funds. Please review those terms and consider whether they are clear as to which funds are being referenced.

Response: The requested change has been made to clarify that “Large Cap Funds” refers to the ClearBridge All Cap Value Fund
and the ClearBridge Value Fund, and that “Small Cap Funds” refers to the ClearBridge Small Cap Value Fund and the ClearBridge Small Cap Fund.

17. Comment: On the bottom of page 25, there are references to reorganization costs “except for the trading costs associated with the liquidations
described above.” Is it also appropriate to except repositioning costs? If so please include that reference as appropriate.

Response: The disclosure was intended to reference repositioning costs and has been revised accordingly.

18. Comment: On page 26, in the references to the Trustees’ considerations relating to each reorganization, the discussion starts by discussing
the May 2-3, 2024 Board meeting. However, the business reasons underlying the reorganization existed before that. Briefly expand in the disclosure the backgroun