Correspondence 0000894189-23-003797 from Managed Portfolio Series (CIK 0001511699)
Managed Portfolio Series (CIK 0001511699)
Date: May 19, 2023 · CIK: 0001511699 · Accession: 0000894189-23-003797
AI Filing Summary & Sentiment
File numbers found in text: 333-172080, 811-22525
Letter
VIA EDGAR TRANSMISSION Division of Investment Management Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Kensington Defender Fund
Dear Ms. Rossotto,
The purpose of this letter is to respond to the comments you provided on May 2, 2023, regarding the Trust’s Post-Effective Amendment (“PEA”) No. 563 to its Registration Statement on Form N-1A (the “Registration Statement”), filed for the purpose of adding the Kensington Capital Defender Fund (the “Fund”) as a series of the Trust. PEA No. 563 was filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 485(a) under the Securities Act of 1933, as amended (“1933 Act”), on Form N‑1A on March 16, 2023. For your convenience in reviewing the Trust’s responses, your comments and suggestions are included in bold typeface immediately followed by the Trust’s response. Capitalized terms used in this response letter, but not defined herein, shall have the same meaning as in the Registration Statement.
The Trust’s responses to your comments are as follows:
Prospectus
1.The Staff is concerned that use of the term “Capital Defender” in the Fund’s name is not appropriate if the Fund is not providing safety and protection from loss to investors, and such use may be misleading under Rule 35d-1. The Staff directs the Fund to IM Guidance Update No. 2013-12 from November 2013. Please confirm supplementally if a new name is chosen in light of this comment, or alternatively, explain why use of this term in the Fund’s name is appropriate.
Response: The Trust responds by confirming that the Fund’s name will be changed to the Kensington Defender Fund, which the Trust believes addresses the Staff’s concerns with respect to Rule 35d-1.
2.Please supplementally provide the final fee table and example for the Fund and also confirm that the expense limitation arrangement disclosed in footnote 2 to the fee table will be in place for at least one year from the effective date of the registration statement.
Response: The Trust responds by providing the following final fee table and example for the Fund. The Trust also supplementally confirms that the expense limitation arrangement disclosed in footnote 2 will be in place for at least one year from the effective date of the registration statement.
Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Examples below.
Shareholder Fees
(fees paid directly from your investment)
Institutional Class
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)
None
Maximum Deferred Sales Charge (Load) (as a % of original purchase price)
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Institutional Class
Management Fees 1.25%
Distribution and/or Service (12b-1) Fees None
Other Expenses(1)
1.00%
Acquired Fund Fees and Expenses(1)
0.23%
Total Annual Fund Operating Expenses 2.48%
Fee Waivers(2)
(0.76)%
Total Annual Fund Operating Expenses After Fee Waivers 1.72%
1.Other Expenses and Acquired Fund Fees and Expenses (“AFFE”) are estimated since the Fund had not launched as of the date of this prospectus.
2.Kensington Asset Management, LLC (the “Adviser”) has contractually agreed to waive its management fee and pay Fund expenses to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses (“AFFE”), leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions, extraordinary expenses, and distribution (12b‑1) fees and expenses) do not exceed 1.49% of the average net assets of the Fund. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in effect at the time of recoupment. The Operating Expense Limitation Agreement is indefinite in term and cannot be terminated through at least May 30, 2024. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser.
Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, taking into account the fee waiver for year one. Although your actual costs may be higher or lower, based upon these assumptions your costs would be:
1 Year 3 Years
Institutional Class $175 $700
3.In the Principal Investment Strategies section beginning on page 2, include disclosure stating the range of market capitalizations of the equity securities in which the Fund will invest or have exposure.
Response: The Trust responds by adding disclosure stating that the Fund may have exposure to equity securities of companies of any size, including small- and medium-capitalization sized companies.
4.Regarding the Subsidiary, please:
a.Disclose that the Fund complies with the provisions of the Investment Company Act governing investment policies (Section 8) on an aggregate basis with the Subsidiary.
Response: The Trust confirms that, consistent with the Staff’s guidance in treating wholly owned subsidiaries as disregarded entities for purposes of the various provisions of the 1940 Act1 and for accounting purposes, the Fund will look through the Subsidiary (i.e., will disregard the separate corporate existence of the Subsidiary) for purposes of determining the Fund’s compliance with Section 8 of the 1940 Act. As a result, the Subsidiary individually may not be in compliance with certain provisions - e.g., the Subsidiary does not separately comply with the disclosure requirements of Section 8(b)(1) because the Subsidiary is not required to be registered as an investment company under the 1940 Act.
The Trust responds by directing the Staff to existing disclosure on page 3 which states that, “In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis . . .” Accordingly, the Trust respectfully declines to make revisions associated with this comment.
b.Disclose that the Fund complies with the provisions of the Investment Company Act governing capital structure and leverage (Section 18) on an aggregate basis with the Subsidiary so that the Fund treats the Subsidiary’s debt as its own for purposes of Section 18.
Response: The Trust confirms that, consistent with the Staff’s guidance in treating wholly owned subsidiaries as disregarded entities for purposes of the various provisions of the 1940 Act2 and for accounting purposes, the Fund will look through the Subsidiary (i.e., will disregard the separate corporate existence of the Subsidiary) for purposes of determining the Fund’s compliance with Section 18 of the 1940 Act.
The Trust responds by revising the section entitled “Derivatives” on page 8 as follows:
“The Fund and the Subsidiary may each invest in certain derivative instruments, such as futures, options and swaps, as set forth in the Fund’s Principal Investment Strategies. In October 2020, the SEC adopted Under Rule 18f-4 under the 1940 Act, with a compliance date of August 19, 2022. Funds funds that are subject to the rule are required to adopt and implement a written derivatives risk management program and quantitatively limit their use of derivatives based on the estimated potential risk of loss that the funds incur from their derivatives transactions. Funds that limit derivatives exposure to 10% of net assets are exempt from many of the requirements of Rule 18f-4 but must still adopt and implement policies and procedures reasonably
1 See, e.g., Templeton Vietnam Opportunities Fund, SEC No-Action Letter (pub. avail. Sept. 10, 1996) and South Asia Portfolio, SEC No-Action Letter (pub. avail. March 12, 1997).
2 See, e.g., Templeton Vietnam Opportunities Fund, SEC No-Action Letter (pub. avail. Sept. 10, 1996) and South Asia Portfolio, SEC No-Action Letter (pub. avail. March 12, 1997).
designed to manage the fund’s derivatives risks. Rule 18f-4 governs the way funds must comply with the asset segregation and coverage requirements of Section 18 of the 1940 Act with respect to derivatives and certain other financing transactions. The Fund and the Subsidiary will comply with the provisions of Rule 18f-4 on an aggregate basis.”
c.Disclose that the Adviser, as the investment adviser to the Subsidiary, complies with provisions of the Investment Company Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the Investment Company Act. Any investment advisory agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. For purposes of complying with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory agreements may be combined.
Response: The Trust confirms that the investment advisory and sub-advisory agreements for the Subsidiary will be presented for approval by the Trust’s Board of Trustees in connection with the Board’s initial approval of the investment advisory and sub-advisory agreements for the Fund under Section 15 of the 1940 Act. Thereafter, the Subsidiary’s investment advisory and sub-advisory agreements will be presented to the Trust’s Board of Trustees as part of the annual consideration of the renewal of the Fund’s investment advisory and sub-advisory agreements under Section 15 of the 1940 Act. Also, the investment advisory and sub-advisory agreements for the Subsidiary will be filed as exhibits to the Trust’s registration statement. Finally, while the Subsidiary’s investment advisory and sub-advisory agreements will comply with some provisions of Section 15 of the 1940 Act (e.g., the agreements are in writing and precisely describe the compensation to be paid), given the context, they do not comply with every provision of Section 15 (e.g., since the Subsidiary does not have independent directors, independent director approval is not required).
d.Disclose that the Subsidiary complies with provisions relating to affiliated transactions and custody (Section 17). Identify the custodian of the Subsidiary, if any.
Response: The Trust responds by revising the first paragraph on page 3 as follows. The Trust also responds by identifying in the registration statement the custodian of the Subsidiary (U.S. Bank, N.A.).
“The Fund intends to make investments through the Subsidiary and may invest up to 25% of its total assets in the Subsidiary. The Subsidiary is a wholly-owned and controlled subsidiary of the Fund, organized under the laws of the Cayman Islands. Generally, the Subsidiary will invest primarily in commodity futures and other commodity-linked derivative instruments. The Fund will invest in the Subsidiary in order to gain exposure to the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies. Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives. In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis and, to the extent applicable to the investment activities of the Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund, including policies related to affiliated transactions and custody of assets. Unlike the Fund, the Subsidiary will not seek to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code). The Fund is the sole shareholder of the
Subsidiary and does not expect shares of the Subsidiary to be offered or sold to other investors.”
e.Disclose the Subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a Fund that invests in a Subsidiary should reflect aggregate operations of the Fund and the Subsidiary.
Response: The Trust responds supplementally by stating that the Subsidiary’s principal investment strategies and its related risks are the same as those of the Fund with respect to the Fund’s investments in commodity-related investments. The Trust believes that the principal investment strategies and principal risks described in the Fund’s prospectus reflect the aggregate operations of the Fund and the Subsidiary. The role of the Subsidiary is already fully disclosed in the principal investment strategies section where it states that the “Fund will invest in the Subsidiary in order to gain exposure to the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies.” Accordingly, the Trust respectfully declines to make revisions associated with this comment.
f.Explain in correspondence whether the financial statements of the Subsidiary will be consolidated with those of the Fund. If not, please explain why not.
Response: The Trust responds by supplementally confirming that the Subsidiary’s financial statements will be consolidated with those of the Fund.
g.Confirm in correspondence that the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.
Response: The Trust responds supplementally by confirming that the Subsidiary and its board of directors will agree to inspection by the Staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.
h.Please confirm in correspondence the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States.
Response: The Trust responds supplementally by confirming that the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States.
i.Please confirm the Subsidiary’s management fee (including any performance fee), if any, will be included in “Management Fees,” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.
Response: The Trust responds supplementally by confirming that the management fees of the Subsidiary have been included in the “Management Fees” line item and the estimated other expenses of the Subsidiary have been included in “Other Expenses” of the Fund’s fee table, as applicable.
j.Please disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.
Response: The Trust responds by confirming that it will add disclosure stating that the Fund does not intend to create or
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CORRESP 1 filename1.htm Document Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 May 19, 2023 VIA EDGAR TRANSMISSION Ms. Karen Rossotto U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Kensington Defender Fund Dear Ms. Rossotto, The purpose of this letter is to respond to the comments you provided on May 2, 2023, regarding the Trust’s Post-Effective Amendment (“PEA”) No. 563 to its Registration Statement on Form N-1A (the “Registration Statement”), filed for the purpose of adding the Kensington Capital Defender Fund (the “Fund”) as a series of the Trust. PEA No. 563 was filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 485(a) under the Securities Act of 1933, as amended (“1933 Act”), on Form N‑1A on March 16, 2023. For your convenience in reviewing the Trust’s responses, your comments and suggestions are included in bold typeface immediately followed by the Trust’s response. Capitalized terms used in this response letter, but not defined herein, shall have the same meaning as in the Registration Statement. The Trust’s responses to your comments are as follows: Prospectus 1.The Staff is concerned that use of the term “Capital Defender” in the Fund’s name is not appropriate if the Fund is not providing safety and protection from loss to investors, and such use may be misleading under Rule 35d-1. The Staff directs the Fund to IM Guidance Update No. 2013-12 from November 2013. Please confirm supplementally if a new name is chosen in light of this comment, or alternatively, explain why use of this term in the Fund’s name is appropriate. Response: The Trust responds by confirming that the Fund’s name will be changed to the Kensington Defender Fund, which the Trust believes addresses the Staff’s concerns with respect to Rule 35d-1. 2.Please supplementally provide the final fee table and example for the Fund and also confirm that the expense limitation arrangement disclosed in footnote 2 to the fee table will be in place for at least one year from the effective date of the registration statement. Response: The Trust responds by providing the following final fee table and example for the Fund. The Trust also supplementally confirms that the expense limitation arrangement disclosed in footnote 2 will be in place for at least one year from the effective date of the registration statement. Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Examples below. Shareholder Fees (fees paid directly from your investment) Institutional Class Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) None Maximum Deferred Sales Charge (Load) (as a % of original purchase price) None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Institutional Class Management Fees 1.25% Distribution and/or Service (12b-1) Fees None Other Expenses(1) 1.00% Acquired Fund Fees and Expenses(1) 0.23% Total Annual Fund Operating Expenses 2.48% Fee Waivers(2) (0.76)% Total Annual Fund Operating Expenses After Fee Waivers 1.72% 1.Other Expenses and Acquired Fund Fees and Expenses (“AFFE”) are estimated since the Fund had not launched as of the date of this prospectus. 2.Kensington Asset Management, LLC (the “Adviser”) has contractually agreed to waive its management fee and pay Fund expenses to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses (“AFFE”), leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions, extraordinary expenses, and distribution (12b‑1) fees and expenses) do not exceed 1.49% of the average net assets of the Fund. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in effect at the time of recoupment. The Operating Expense Limitation Agreement is indefinite in term and cannot be terminated through at least May 30, 2024. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser. Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, taking into account the fee waiver for year one. Although your actual costs may be higher or lower, based upon these assumptions your costs would be: 1 Year 3 Years Institutional Class $175 $700 3.In the Principal Investment Strategies section beginning on page 2, include disclosure stating the range of market capitalizations of the equity securities in which the Fund will invest or have exposure. Response: The Trust responds by adding disclosure stating that the Fund may have exposure to equity securities of companies of any size, including small- and medium-capitalization sized companies. 4.Regarding the Subsidiary, please: a.Disclose that the Fund complies with the provisions of the Investment Company Act governing investment policies (Section 8) on an aggregate basis with the Subsidiary. Response: The Trust confirms that, consistent with the Staff’s guidance in treating wholly owned subsidiaries as disregarded entities for purposes of the various provisions of the 1940 Act1 and for accounting purposes, the Fund will look through the Subsidiary (i.e., will disregard the separate corporate existence of the Subsidiary) for purposes of determining the Fund’s compliance with Section 8 of the 1940 Act. As a result, the Subsidiary individually may not be in compliance with certain provisions - e.g., the Subsidiary does not separately comply with the disclosure requirements of Section 8(b)(1) because the Subsidiary is not required to be registered as an investment company under the 1940 Act. The Trust responds by directing the Staff to existing disclosure on page 3 which states that, “In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis . . .” Accordingly, the Trust respectfully declines to make revisions associated with this comment. b.Disclose that the Fund complies with the provisions of the Investment Company Act governing capital structure and leverage (Section 18) on an aggregate basis with the Subsidiary so that the Fund treats the Subsidiary’s debt as its own for purposes of Section 18. Response: The Trust confirms that, consistent with the Staff’s guidance in treating wholly owned subsidiaries as disregarded entities for purposes of the various provisions of the 1940 Act2 and for accounting purposes, the Fund will look through the Subsidiary (i.e., will disregard the separate corporate existence of the Subsidiary) for purposes of determining the Fund’s compliance with Section 18 of the 1940 Act. The Trust responds by revising the section entitled “Derivatives” on page 8 as follows: “The Fund and the Subsidiary may each invest in certain derivative instruments, such as futures, options and swaps, as set forth in the Fund’s Principal Investment Strategies. In October 2020, the SEC adopted Under Rule 18f-4 under the 1940 Act, with a compliance date of August 19, 2022. Funds funds that are subject to the rule are required to adopt and implement a written derivatives risk management program and quantitatively limit their use of derivatives based on the estimated potential risk of loss that the funds incur from their derivatives transactions. Funds that limit derivatives exposure to 10% of net assets are exempt from many of the requirements of Rule 18f-4 but must still adopt and implement policies and procedures reasonably 1 See, e.g., Templeton Vietnam Opportunities Fund, SEC No-Action Letter (pub. avail. Sept. 10, 1996) and South Asia Portfolio, SEC No-Action Letter (pub. avail. March 12, 1997). 2 See, e.g., Templeton Vietnam Opportunities Fund, SEC No-Action Letter (pub. avail. Sept. 10, 1996) and South Asia Portfolio, SEC No-Action Letter (pub. avail. March 12, 1997). designed to manage the fund’s derivatives risks. Rule 18f-4 governs the way funds must comply with the asset segregation and coverage requirements of Section 18 of the 1940 Act with respect to derivatives and certain other financing transactions. The Fund and the Subsidiary will comply with the provisions of Rule 18f-4 on an aggregate basis.” c.Disclose that the Adviser, as the investment adviser to the Subsidiary, complies with provisions of the Investment Company Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the Investment Company Act. Any investment advisory agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. For purposes of complying with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory agreements may be combined. Response: The Trust confirms that the investment advisory and sub-advisory agreements for the Subsidiary will be presented for approval by the Trust’s Board of Trustees in connection with the Board’s initial approval of the investment advisory and sub-advisory agreements for the Fund under Section 15 of the 1940 Act. Thereafter, the Subsidiary’s investment advisory and sub-advisory agreements will be presented to the Trust’s Board of Trustees as part of the annual consideration of the renewal of the Fund’s investment advisory and sub-advisory agreements under Section 15 of the 1940 Act. Also, the investment advisory and sub-advisory agreements for the Subsidiary will be filed as exhibits to the Trust’s registration statement. Finally, while the Subsidiary’s investment advisory and sub-advisory agreements will comply with some provisions of Section 15 of the 1940 Act (e.g., the agreements are in writing and precisely describe the compensation to be paid), given the context, they do not comply with every provision of Section 15 (e.g., since the Subsidiary does not have independent directors, independent director approval is not required). d.Disclose that the Subsidiary complies with provisions relating to affiliated transactions and custody (Section 17). Identify the custodian of the Subsidiary, if any. Response: The Trust responds by revising the first paragraph on page 3 as follows. The Trust also responds by identifying in the registration statement the custodian of the Subsidiary (U.S. Bank, N.A.). “The Fund intends to make investments through the Subsidiary and may invest up to 25% of its total assets in the Subsidiary. The Subsidiary is a wholly-owned and controlled subsidiary of the Fund, organized under the laws of the Cayman Islands. Generally, the Subsidiary will invest primarily in commodity futures and other commodity-linked derivative instruments. The Fund will invest in the Subsidiary in order to gain exposure to the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies. Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives. In addition, the Fund and the Subsidiary will be subject to the same fundamental investment restrictions on a consolidated basis and, to the extent applicable to the investment activities of the Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund, including policies related to affiliated transactions and custody of assets. Unlike the Fund, the Subsidiary will not seek to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code). The Fund is the sole shareholder of the Subsidiary and does not expect shares of the Subsidiary to be offered or sold to other investors.” e.Disclose the Subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a Fund that invests in a Subsidiary should reflect aggregate operations of the Fund and the Subsidiary. Response: The Trust responds supplementally by stating that the Subsidiary’s principal investment strategies and its related risks are the same as those of the Fund with respect to the Fund’s investments in commodity-related investments. The Trust believes that the principal investment strategies and principal risks described in the Fund’s prospectus reflect the aggregate operations of the Fund and the Subsidiary. The role of the Subsidiary is already fully disclosed in the principal investment strategies section where it states that the “Fund will invest in the Subsidiary in order to gain exposure to the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies.” Accordingly, the Trust respectfully declines to make revisions associated with this comment. f.Explain in correspondence whether the financial statements of the Subsidiary will be consolidated with those of the Fund. If not, please explain why not. Response: The Trust responds by supplementally confirming that the Subsidiary’s financial statements will be consolidated with those of the Fund. g.Confirm in correspondence that the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder. Response: The Trust responds supplementally by confirming that the Subsidiary and its board of directors will agree to inspection by the Staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder. h.Please confirm in correspondence the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States. Response: The Trust responds supplementally by confirming that the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States. i.Please confirm the Subsidiary’s management fee (including any performance fee), if any, will be included in “Management Fees,” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table. Response: The Trust responds supplementally by confirming that the management fees of the Subsidiary have been included in the “Management Fees” line item and the estimated other expenses of the Subsidiary have been included in “Other Expenses” of the Fund’s fee table, as applicable. j.Please disclose that the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund. Response: The Trust responds by confirming that it will add disclosure stating that the Fund does not intend to create or