SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

 February 12, 2024

VIA EDGAR AND E-MAIL

Ms. Ellie Quarles

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:
 Responses to U.S. Securities and Exchange Commission Staff Comments on Post-Effective Amendment No. 54
to the Registration Statement on Form N-1A of 1290 Funds (File Nos. 333-195390; 811-22959)

Dear Ms. Quarles:

On behalf of 1290 Funds (the “Trust”), set forth below are the Trust’s responses to the
comments that you provided by telephone on January 29, 2024, concerning Post-Effective Amendment No. 54 to the Trust’s Registration Statement on Form N-1A (the “Post-Effective
Amendment”) with respect to 1290 Avantis® U.S. Large Cap Growth Fund (formerly known as 1290 Retirement 2060 Fund) (the “Fund”). The Post-Effective Amendment was
filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2023, pursuant to the Securities Act of 1933, as amended, and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of
1940, as amended (the “1940 Act”), and the regulations thereunder. Your comments are set forth in italics and are followed by the Trust’s responses. Unless otherwise noted, defined terms used herein have the same meanings as in the
Post-Effective Amendment.

1.
 General Comments

a.
 Comment: Where a comment is made in one location, it is applicable to all similar
disclosure appearing elsewhere in the registration statement. We remind you that the Fund and its management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action or absence of action by the
staff. Please file your responses to the staff’s comments on EDGAR at least five business days in advance of the effective date of the filing. Please also send me notice by email.

Response: The Trust will apply any revisions made in response to the staff’s comments to disclosures throughout
the registration statement, to the extent applicable. The Trust confirms that it will file its responses to the staff’s comments on EDGAR at least five business days in advance of the effective date of the filing. The Trust further confirms
that it will send you notice by email.

 K&L GATES LLP

1601 K STREET NW WASHINGTON DC 20006

 T +1 202 778 9000 F +1 202 778 9100
klgates.com

 U.S. Securities and Exchange Commission

February 12, 2024

  Page
 2

2.
 Prospectus

a.
 Comment: In footnote 1 to the fee table, please revise “estimated” to refer to
actual fees for the prior fiscal year, restated to reflect the expenses for the current year.

Response: The Trust respectfully submits that footnote 1 to the fee table is accurate as currently drafted.
Class I was the only share class that was operational during the Fund’s most recent fiscal year ended October 31, 2023. The “Other Expenses” for Class I shares are based on amounts incurred during the most recent fiscal
year and have not been restated. (As indicated in the response to comment 2.b below, certain expense information – other than “Other Expenses” – to which footnote 2 attaches has been restated to reflect current fees, i.e., to
remove Acquired Fund Fees and Expenses.)

 Footnote 1 attaches only to the “Other Expenses” for Class A,
Class R and Class T shares. Class A shares commenced operations on November 29, 2023, and Class R and Class T shares have not commenced operations. Because Class A shares had not commenced operations during the
most recent fiscal year, and because Class R and Class T shares have not commenced operations, the registration statement does not include financial statements reporting operating results for these share classes. Therefore, in accordance
with Instruction 6.(a) to Item 3 of Form N-1A, the Fund discloses in footnote 1 that the “Other Expenses” for Class A, Class R and Class T shares are “[b]ased on estimated amounts
for the current fiscal year.”

b.
 Comment: In footnote 2 to the fee table, please revise the reference to “a fund-of-funds” to refer to the specific fund, i.e., the 1290 Retirement 2060 Fund.

Response: The Trust has revised footnote 2 to the fee table to read as follows: “Expenses have
information has been restated to reflect current fees in connection with the Fund’s change from restructuring of 1290 Retirement 2060 Fund, a
fund-of-funds, to 1290 Avantis® U.S. Large Cap Growth Fund, a fund that
invests directly in securities and other instruments. As a fund-of-funds, the Fund invested in underlying funds that incurred their own operating expenses, which
were reflected in the table as Acquired Fund Fees and Expenses. Expense information has been restated to remove Acquired Fund Fees and Expenses.”

c.
 Comment: In the “Principal Investment Strategy” section, please specify the
market capitalization of the smallest company in the Russell 1000 Growth Index as well, because you state that you may also include companies that are in that index. Please provide a range of sizes that will be considered large capitalization
companies. Please provide us with documentation supporting the range of capitalizations as of December 31, 2023.

Response: The Trust confirms that, for the Fund, large capitalization companies are those companies with market
capitalizations at least as large as the smallest company in the Russell 1000® Index or companies included in the Russell 1000® Growth
Index. The Fund’s principal investment strategy has been revised as follows: “Though market capitalizations will change from time to time, as of September 29
December 31, 2023, the market capitalizations of the smallest company companies in the Russell 1000® Index
was ranged from approximately $3.8 $270.2 million to $1.1 billion $3.0 trillion, and the market capitalizations of the companies in the
Russell 1000® Growth Index ranged from approximately $978.1 million to $3.0 trillion.” The Trust will supplementally provide, via email,
documentation providing support for the index capitalization ranges as of December 31, 2023.

 U.S. Securities and Exchange Commission

February 12, 2024

  Page
 3

d.
 Comment: Please state whether a company organized outside of the United States could be
considered a U.S. company if the other factors showed a nexus with the United States, and explain how the other factors are used to determine whether a company is a U.S. company. Please clarify what combination of factors would lead to a
company’s being considered a U.S. company.

 Response: The Trust submits that the
current disclosure adequately describes the factors the Sub-Adviser considers to determine whether a company is a U.S. company and that no additional disclosure is required. The current disclosure provides:
“To determine whether a company is a U.S. company, the Sub-Adviser will consider various factors, including where the company is headquartered, where the company’s principal operations are located,
where a majority of the company’s revenues are derived, where the company’s principal trading market is located, the country in which the company was legally organized, and whether the company is in the Russell 1000® Index.” The country in which a company is legally organized is only one factor considered by the Sub-Adviser; a company organized outside of the
United States could be considered a U.S. company if other factors showed a nexus with the United States. In addition, the Trust notes that (i) the index provider describes the Russell
1000® Index as an index that measures the performance of the large-cap segment of the U.S. equity universe, and (ii) the index currently includes
companies that are listed on a U.S. exchange, but not all companies are domiciled in the United States.

e.
 Comment: The second paragraph of the “Principal Investment Strategy” section
provides that “[t]he Fund normally invests across a range of market sectors and industry groups.” Please disclose the market sectors across which the Fund allocates its assets and provide any corresponding principal risks of such
sectors.

 Response: The Fund does not have a principal investment strategy to focus its
investments in, or concentrate its investments in, any particular industry or sector, but the Fund may, from time to time, based on market or economic conditions, have significant positions in one or more sectors of the market. The “Principal
Risk” section in the summary prospectus includes the following general “Sector Risk” disclosure, which is introduced by a statement to that effect:

Sector Risk — From time to time, based on market or economic conditions, the Fund may have
significant positions in one or more sectors of the market. To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly affect those sectors. Individual sectors
may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.

For the Fund, industry and sector allocation is a result of the then-current investment opportunities identified by the
Fund’s portfolio managers pursuant to the principal investment strategy identified in the Fund’s prospectus. Accordingly, the Fund’s investments in an industry or sector will vary over time depending on the portfolio managers’
then-current view of the investment opportunities presented by such industry or sector. Therefore, the Trust believes that the general “Sector Risk” disclosure is consistent with, and appropriately tailored to, the broad investment mandate
of the Fund, and that no additional disclosure in the principal investment strategy or risk section is necessary.

 U.S. Securities and Exchange Commission

February 12, 2024

 Page
 4

f.
 Comment: Please explain briefly in response to Item 4 and in more detail in response
to Item 9 each criteria used by the sub-adviser, and how such criteria are weighted by the sub-adviser, when selecting investments.

Response: The Trust notes that, as required by Item 4 of Form N-1A, the
Fund’s summary prospectus describes the Fund’s principal investment strategy. The Trust believes that the current disclosure adequately describes the criteria used by the Sub-Adviser. The Trust
submits that the information disclosed in response to Item 4 need not be identified again as a principal strategy in response to Item 9(b) (please see also the response to comment 2.l below). Accordingly, the Trust respectfully declines to make any
changes in response to this comment.

g.
 Comment: The “Principal Risks” section includes Large Transaction Risk.
Please advise whether this risk is relevant for a large cap growth fund.

 Response: The
Trust confirms that Large Transaction Risk is relevant for the Fund. A significant percentage of the Fund’s shares may be owned or controlled by the Adviser and its affiliates (due to, e.g., a contribution of seed capital), other funds
advised by the Adviser or its affiliates (e.g., funds of funds), or other large shareholders (e.g., financial intermediaries that may include the Fund in their investment models). Accordingly, the Fund is subject to large inflows and outflows as a
result of purchases and redemptions of its shares by such shareholders.

h.
 Comment: The “Principal Risks” section includes Sector Risk. To the extent that
the Information Technology Sector Risk that is discussed in Item 9 is a principal risk, it should be discussed here.

Response: As explained in the response to comment 2.e above, the Fund does not have a principal investment strategy to
focus its investments in, or concentrate its investments in, any particular industry or sector, but the Fund may, from time to time, based on market or economic conditions, have significant positions in one or more sectors of the market (e.g., the
Information Technology Sector). Information Technology Sector Risk is discussed in the “Additional Information about Risks” section of the statutory prospectus, which (as the introductory language to that section states) provides
“additional information that may be associated with the Fund’s principal risks but that may not be principal to the Fund’s investment strategies.”

i.
 Comment: Risk/Return Bar Chart and Table: Please tell us whether the 1290 Retirement 2060
Fund was considerably different from the 1290 Avantis® U.S. Large Cap Growth Fund. For example, did it invest significantly in foreign stocks, value stocks, small cap stocks,
etc.? If the Fund retains prior performance, please restate using current fees because a target date fund of ETFs may have had much lower operating expenses.

Response: The Trust notes that the restructuring of the 1290 Retirement 2060 Fund as the re-named 1290 Avantis® U.S. Large Cap Growth Fund was previously discussed in a proxy statement dated August 28, 2023, and, as discussed in the
proxy statement, the restructured Fund has substantially similar domestic equity exposure as the 1290 Retirement 2060 Fund had, and continues to have significant exposure to large capitalization domestic equity securities.

At a special meeting held on October 23, 2023, the Fund’s shareholders approved a new investment sub-advisory agreement between the Adviser and American Century Investment Management, Inc. with respect to the Fund, in connection with which approval the Fund would change from a target date fund-of-funds (“FOF”) structure to a sub-advised structure. As discussed in the proxy

 U.S. Securities and Exchange Commission

February 12, 2024

  Page
 5

statement seeking such shareholder approval, because the Fund’s 2060 target date was many years in the future, the Fund’s asset allocation mix was comprised largely of underlying ETFs
that emphasized investments in equity securities (FOF domestic equity allocation was approximately 69%; FOF international equity allocation was approximately 29%), and furthermore, although the Fund would no longer operate as a target date fund-of-funds, the restructured Fund would continue to have significant exposure to large capitalization domestic equity securities and the risks associated with these
investments (FOF large capitalization domestic equity allocation was approximately 57%).

 The Fund has retained its
actual performance record and has not restated its performance information. The total annual fund operating expenses, both before and after fee waiver and/or expense reimbursement, of the 1290 Avantis® U.S. Large Cap Growth Fund (the restructured Fund) are not higher than the total annual fund operating expenses of the 1290 Retirement 2060 Fund, which was a target date fund of
ETFs.

 The approval of the new investment sub-advisory agreement for the
restructured Fund did not result in any change to the investment advisory fee paid by the Fund to the Adviser. The 1290 Retirement 2060 Fund had higher total annual fund operating expenses before fee waiver and/or expense reimbursement than the 1290
Avantis® U.S. Large Cap Growth Fund has because, as a fund-of-funds, the 1290 Retirement 2060 Fund incurred
acquired fund fees and expenses (“AFFE”). (As noted in the response to comment 2.b above, the Trust has revised footnote 2 to the fee table to clarify, among other things, that certain expense information has been restated to remove AFFE.)
The 1290 Avantis® U.S. Large Cap Growth Fund is subject to the same expense limit (which includes AFFE) as the 1290 Retirement 2060 Fund; accordingly, the 1290 Avantis® U.S. Large Cap Growth Fund has the same total annual fund operating expenses after fee waiver and/or expense reimbursement as the 1290 Retirement 2060 Fund had.

The Trust notes that the introduction to the Risk/Return Bar Chart and Table disclosure includes a paragraph stating that,
“Prior to November 29, 2023, the Fund was managed by the Adviser as a fund-of-funds under the name ‘1290 Retirement 2060 Fund’ and pursued its
investment objective through investments i