SEC Company Response from Series Portfolios Trust (CIK 0001650149) — Apr 22, 2020
Series Portfolios Trust (CIK 0001650149)
Date: April 22, 2020 · CIK: 0001650149 · Accession: 0000894189-20-002860
AI Filing Summary & Sentiment
File numbers found in text: 333-206240, 811-23084
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management Re: Series Portfolios Trust (the “Trust”) File Nos. 333-206240 and 811-23084 Kayne Anderson Renewable Infrastructure Fund S000068511
Dear Ms. Marquigny:
We are responding to comments received from the Securities and Exchange Commission’s (the “SEC”) Division of Investment Management staff (the “Staff”) on March 30, 2020, via telephone regarding the Trust’s Post-Effective Amendment (“PEA”) No. 71 to its registration statement. PEA No. 71 was filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”) on Form N‑1A on February 14, 2020, for the purposes of registering a new series of the Trust, the Kayne Anderson Renewable Infrastructure Fund (the “Fund”). A summary of the Staff’s comments, along with the Trust’s responses, is set forth below. With respect to responses showing revisions made to the registration statement, new language is underlined, and deleted language has a strike-through. Undefined capitalized terms used herein have the same meaning as in PEA No. 71.
For your convenience, the Staff’s comments have been reproduced in bold typeface immediately followed by the Trust’s responses.
GENERAL
1.
Staff Comment: In compliance with Rule 313 of Regulation S-T, please update the series and class identifiers for the Trust in EDGAR to reflect the ticker symbols for each class of the Fund.
Response: The Trust responds by representing that it will update EDGAR with the ticker symbols for each class of the Fund once those tickers have been determined.
2.
Staff Comment: Since the prospectus indicates that Class A shares and Class C shares will not be available for purchase upon effectiveness of the registration statement, consider whether Class A shares and Class C shares should be not be registered at this time. Instead, to the extent those classes of shares are intended to be available for purchase in the future, a separate preliminary registration statement under Rule 485(a) under the Securities Act could be submitted to register those classes of shares.
Response: The Trust is not aware of any rule or regulation that prevents the Trust from registering classes of shares that will not be immediately available for purchase upon effectiveness of the registration statement. The Adviser has considered the Fund’s class structure and has determined that registering Class A shares and Class I shares is administratively efficient. The Fund will not be registering Class C shares. The Trust responds by supplementally representing that, to the extent material changes are made to the structure or disclosure related
to a share class that is registered but not yet offered for purchase, it will submit another filing under Rule 485(a) of the Securities Act for review by the Staff.
PROSPECTUS
Summary Section - Fees and Expenses of the Fund
3.
Staff Comment: The Staff notes the Fund’s Statement of Additional Information (“SAI”) includes investments in other investment companies. If acquired fund fees and expenses (“AFFE”) exceeds more than 0.01% of the Fund’s average net assets, please include a separate caption to the Fees and Expenses of the Fund table. If not, please supplementally represent that AFFE will not exceed 0.01% of the Fund’s average net assets.
Response: The Trust responds by confirming supplementally that the Trust expects AFFE to be less than or equal to 0.01% in the Fund’s first year of operations, and will include AFFE, if any, in the calculation of “Other Expenses.”
4.
Staff Comment: The Staff notes an operating expense limitation agreement was not included as an exhibit to this filing. Please confirm supplementally that an operating expense limitation agreement will be filed as an exhibit.
Response: The Trust confirms supplementally that an operating expense limitation agreement will be filed as an exhibit.
5.
Staff Comment: Please revise footnote 3 to the Fees and Expenses of the Fund table to clarify that recoupment is permitted on if the Fund will not exceed the lesser of the Expense Cap: (i) in effect at the time of the waiver or reimbursement, or (ii) in effect at the time of recoupment, “after recoupment has been taken into account”.
Response: The Trust responds by making the suggested revision as follows:
“The Adviser may request recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date they were waived or reimbursed, provided that, after recoupment has been taken into account, the Fund is able to make the recoupment without exceeding the lesser of the Expense Cap: (i) in effect at the time of the waiver or reimbursement, or (ii) in effect at the time of recoupment.”
Summary Section - Principal Investment Strategies
6.
Staff Comment: With respect to the characterization and liquidity of assets in the Fund’s portfolio:
a)
Please explain how the Fund will comply with the liquidity requirements applicable to open end funds under the Investment Company Act of 1940, as amended, (the “1940 Act”). In your explanation, please discuss whether any investments that the Fund considers “liquid” were previously characterized as illiquid, restricted class as Level 3 assets (as that term is defined in Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, issued by the Financial Accounting Standards Board). If so, please identify those investments and provide the basis for such recharacterization.
b)
Please confirm supplementally the Fund has completed, or will complete, a liquidity risk assessment consistent with Rule 22e-4 under the 1940 Act.
c)
Will the Fund need to change its portfolio to comply with Rule 22e-4? If so, in what ways?
Response: The Trust responds as follows:
a)
The Trust confirms that the Fund will comply with Rule 22e-4 in accordance with the Trust’s liquidity risk management program (“LRMP”). In preparing for the Predecessor Partnership’s (as the term is
defined in the registration statement) conversion to the Fund, Kayne Anderson Fund Advisors, LLC (the “Adviser”) analyzed the Predecessor Partnership’s current portfolio to determine how each investment held in the portfolio would be characterized for purposes of Rule 22e-4. The Adviser has determined that the portfolio is primarily Highly Liquid (100% “Highly Liquid”, 0% “Moderately Liquid” and 0% “Less Liquid”). Additionally, none of the Highly Liquid investments had previously been characterized as illiquid or restricted, and none were previously characterized as a Level 3 asset.
b)
The Trust supplementally confirms the Fund will complete a liquidity risk assessment consistent with the requirements of Rule 22e-4 prior to the conversion of the Predecessor Partnership to the Fund.
c)
The Trust supplementally confirms that the Adviser has concluded that the Fund will not need to change its portfolio in order to comply with Rule 22e-4.
7.
Staff Comment: Please add disclosure to the Summary Section specifically addressing the Fund’s strategy to concentrate in the renewable energy infrastructure industry.
Response: The Trust responds by adding the following disclosure:
“In addition, the Fund has a policy of concentrating its investments in the renewable energy industry.”
8.
Staff Comment: The Staff notes the second paragraph under the Principal Investment Strategies section discusses the universe of companies in which the Fund may invest, including companies that “are investing the majority of their growth capital into renewable infrastructure assets with the intention of renewable infrastructure becoming a significant part of their business.” In Item 9, please clarify how the Adviser makes this determination in light of the selection tools identified in the Summary Section.
Response: The Trust responds by adding the following disclosure to Item 9 of the Prospectus:
“The Adviser periodically reviews the growth capital spending plans of companies to ensure that the majority of spending is allocated to their renewable infrastructure business. Company disclosures about their strategy and vision provide information to determine the extent to which the company is likely to focus on renewable infrastructure as its primary growth strategy over the long-term. Companies that meet these requirements, among others, are considered to be part of the investment universe for the Fund.”
9.
Staff Comment: If the Fund will be investing in initial public offerings as a principal investment strategy, please state more clearly rather than “from time to time”. If not, please delete the reference.
Response: The Trust responds by revising the applicable disclosure as follows:
“From time to time, tThe Fund may also invest in shares of companies through “new issues” or initial public offerings (“IPOs”).”
10.
Staff Comment: With respect to investments in derivatives, the Principal Investment Strategies section notes the Fund may invest in options and options on futures. However, the corresponding risk disclosure refers to other types of derivatives. Please identify each of those instruments in both Item 4 and Item 9 or revise the applicable risk factors to discuss only options and options on futures.
Response: The Trust responds by supplementally stating that the Adviser has determined that options will not be a principal investment strategy of the Fund and has removed all applicable strategy and risk disclosure. Please also see the Trust’s responses to Comments 20, 23 and 25 below.
11.
Staff Comment: If investments in derivatives will be included in the Fund’s 80% test, please state how those investments will be measured (e.g., notional value).
Response: The Trust responds by supplementally stating that derivatives will be included in the Fund’s 80% test and will be measured at the instrument’s market value.
12.
Staff Comment: In an appropriate place, please state how the Fund will define non-US markets as “emerging markets”. Please also state the factors the Adviser uses to consider/determine whether the Fund will invest in emerging market issuers.
Response: The Trust responds by adding the following disclosure to the summary section:
“The Adviser considers emerging markets to be countries outside of the Organisation for Economic Co-operation and Development (“OECD”) member group.
The Trust further responds by adding the following disclosure to the Item 9:
“The Adviser considers emerging markets to be countries outside of the OECD member group. These countries typically have lower levels of economic and market development compared to OECD members. Countries widely considered to be emerging markets include Brazil, India and China. The Adviser evaluates investments in Renewable Infrastructure Companies in emerging markets the same way as companies in developed markets, but a higher potential return is expected from emerging market investments to compensate for the higher risks associated with emerging market countries.”
13.
Staff Comment: If the Fund will invest in unsponsored depositary receipts, please add specific risk disclosure in Item 4 and Item 9. The Staff notes the Statement of Additional Information (“SAI”) includes references to both sponsored and unsponsored depositary receipts.
Response: The Trust responds by adding the following risk disclosure to Item 4 and Item 9:
“Issuers of unsponsored ADRs are not contractually obligated to disclose material information in the U.S., so there may not be a correlation between such information and the market value of the unsponsored ADR.”
14.
Staff Comment: In addition to the statement referring to Rule 144A under the Securities Act, please include a practical description of the types of Rule 144A securities the Fund is likely to hold.
Response: The Trust responds by revising the disclosure as follows:
“The Fund may invest in securities that are illiquid, thinly traded or subject to special resale restrictions, such as those imposed by Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Rule 144A securities in which the Fund may invest include corporate bonds, broadly syndicated bank loans and unregistered equity securities acquired via a private placement.”
15.
Staff Comment: Please revise the definition of “non-diversified” to state that a high percentage of the Fund’s assets will be invested in a limited number of issuers of securities.
Response: The Trust responds by making the requested revision.
16.
Staff Comment: Please explain what is meant by “limiting its investment in entities taxed as qualified publicly traded partnerships to 25%.” Alternatively, provide the types of holdings that are subject to the 25% limitation. Please also identify the value to which the 25% refers (i.e., 25% of the Fund’s net assets).
Response: The Trust responds by removing this disclosure as qualified publicly traded partnerships are not a principal investment strategy.
17.
Staff Comment: In the discussion of the Fund’s distribution policy, please include in greater detail the consequences of return of capital. For example, that a shareholder’s cost basis will be reduced so that a shareholder may be required to pay capital gains even if the sales price is less than the purchase price.
Response: The Trust responds by adding the following disclosure:
“If the Fund’s distributions include return of capital, a shareholder’s cost basis will be reduced so that a shareholder may be required to pay capital gains even if the sales price is less than the purchase price.”
18.
Staff Comment: Please delete the last two paragraphs under the Principal Investment Strategies section, as they are duplicative of disclosure already included in this section.
Response: The Trust responds by making the requested revision.
Summary Section - Principal Risks
19.
Staff Comment: Significant market events have occurred following the filing of this PEA, due to the COVID-19 pandemic. Please revise your disclosure, based on how this pandemic has affected both debt and equity markets. If not, please supplementally explain why no additional disclosure is necessary.
Response: The Trust responds by adding the following risk disclosure to both Item 4 and Item 9:
“Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on a Fund and its investments. In addition, economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.”
20.
Staff Comment: Please reconcile the principal risks between Items 4 and 9. Should be the same with expanded discussion in Item 9. The Staff not
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CORRESP 1 filename1.htm Document Series Portfolios Trust c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 April [ ], 2020 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny United States Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington D.C. 20549 Re: Series Portfolios Trust (the “Trust”) File Nos. 333-206240 and 811-23084 Kayne Anderson Renewable Infrastructure Fund S000068511 Dear Ms. Marquigny: We are responding to comments received from the Securities and Exchange Commission’s (the “SEC”) Division of Investment Management staff (the “Staff”) on March 30, 2020, via telephone regarding the Trust’s Post-Effective Amendment (“PEA”) No. 71 to its registration statement. PEA No. 71 was filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”) on Form N‑1A on February 14, 2020, for the purposes of registering a new series of the Trust, the Kayne Anderson Renewable Infrastructure Fund (the “Fund”). A summary of the Staff’s comments, along with the Trust’s responses, is set forth below. With respect to responses showing revisions made to the registration statement, new language is underlined, and deleted language has a strike-through. Undefined capitalized terms used herein have the same meaning as in PEA No. 71. For your convenience, the Staff’s comments have been reproduced in bold typeface immediately followed by the Trust’s responses. GENERAL 1. Staff Comment: In compliance with Rule 313 of Regulation S-T, please update the series and class identifiers for the Trust in EDGAR to reflect the ticker symbols for each class of the Fund. Response: The Trust responds by representing that it will update EDGAR with the ticker symbols for each class of the Fund once those tickers have been determined. 2. Staff Comment: Since the prospectus indicates that Class A shares and Class C shares will not be available for purchase upon effectiveness of the registration statement, consider whether Class A shares and Class C shares should be not be registered at this time. Instead, to the extent those classes of shares are intended to be available for purchase in the future, a separate preliminary registration statement under Rule 485(a) under the Securities Act could be submitted to register those classes of shares. Response: The Trust is not aware of any rule or regulation that prevents the Trust from registering classes of shares that will not be immediately available for purchase upon effectiveness of the registration statement. The Adviser has considered the Fund’s class structure and has determined that registering Class A shares and Class I shares is administratively efficient. The Fund will not be registering Class C shares. The Trust responds by supplementally representing that, to the extent material changes are made to the structure or disclosure related 1 to a share class that is registered but not yet offered for purchase, it will submit another filing under Rule 485(a) of the Securities Act for review by the Staff. PROSPECTUS Summary Section - Fees and Expenses of the Fund 3. Staff Comment: The Staff notes the Fund’s Statement of Additional Information (“SAI”) includes investments in other investment companies. If acquired fund fees and expenses (“AFFE”) exceeds more than 0.01% of the Fund’s average net assets, please include a separate caption to the Fees and Expenses of the Fund table. If not, please supplementally represent that AFFE will not exceed 0.01% of the Fund’s average net assets. Response: The Trust responds by confirming supplementally that the Trust expects AFFE to be less than or equal to 0.01% in the Fund’s first year of operations, and will include AFFE, if any, in the calculation of “Other Expenses.” 4. Staff Comment: The Staff notes an operating expense limitation agreement was not included as an exhibit to this filing. Please confirm supplementally that an operating expense limitation agreement will be filed as an exhibit. Response: The Trust confirms supplementally that an operating expense limitation agreement will be filed as an exhibit. 5. Staff Comment: Please revise footnote 3 to the Fees and Expenses of the Fund table to clarify that recoupment is permitted on if the Fund will not exceed the lesser of the Expense Cap: (i) in effect at the time of the waiver or reimbursement, or (ii) in effect at the time of recoupment, “after recoupment has been taken into account”. Response: The Trust responds by making the suggested revision as follows: “The Adviser may request recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date they were waived or reimbursed, provided that, after recoupment has been taken into account, the Fund is able to make the recoupment without exceeding the lesser of the Expense Cap: (i) in effect at the time of the waiver or reimbursement, or (ii) in effect at the time of recoupment.” Summary Section - Principal Investment Strategies 6. Staff Comment: With respect to the characterization and liquidity of assets in the Fund’s portfolio: a) Please explain how the Fund will comply with the liquidity requirements applicable to open end funds under the Investment Company Act of 1940, as amended, (the “1940 Act”). In your explanation, please discuss whether any investments that the Fund considers “liquid” were previously characterized as illiquid, restricted class as Level 3 assets (as that term is defined in Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, issued by the Financial Accounting Standards Board). If so, please identify those investments and provide the basis for such recharacterization. b) Please confirm supplementally the Fund has completed, or will complete, a liquidity risk assessment consistent with Rule 22e-4 under the 1940 Act. c) Will the Fund need to change its portfolio to comply with Rule 22e-4? If so, in what ways? Response: The Trust responds as follows: a) The Trust confirms that the Fund will comply with Rule 22e-4 in accordance with the Trust’s liquidity risk management program (“LRMP”). In preparing for the Predecessor Partnership’s (as the term is 2 defined in the registration statement) conversion to the Fund, Kayne Anderson Fund Advisors, LLC (the “Adviser”) analyzed the Predecessor Partnership’s current portfolio to determine how each investment held in the portfolio would be characterized for purposes of Rule 22e-4. The Adviser has determined that the portfolio is primarily Highly Liquid (100% “Highly Liquid”, 0% “Moderately Liquid” and 0% “Less Liquid”). Additionally, none of the Highly Liquid investments had previously been characterized as illiquid or restricted, and none were previously characterized as a Level 3 asset. b) The Trust supplementally confirms the Fund will complete a liquidity risk assessment consistent with the requirements of Rule 22e-4 prior to the conversion of the Predecessor Partnership to the Fund. c) The Trust supplementally confirms that the Adviser has concluded that the Fund will not need to change its portfolio in order to comply with Rule 22e-4. 7. Staff Comment: Please add disclosure to the Summary Section specifically addressing the Fund’s strategy to concentrate in the renewable energy infrastructure industry. Response: The Trust responds by adding the following disclosure: “In addition, the Fund has a policy of concentrating its investments in the renewable energy industry.” 8. Staff Comment: The Staff notes the second paragraph under the Principal Investment Strategies section discusses the universe of companies in which the Fund may invest, including companies that “are investing the majority of their growth capital into renewable infrastructure assets with the intention of renewable infrastructure becoming a significant part of their business.” In Item 9, please clarify how the Adviser makes this determination in light of the selection tools identified in the Summary Section. Response: The Trust responds by adding the following disclosure to Item 9 of the Prospectus: “The Adviser periodically reviews the growth capital spending plans of companies to ensure that the majority of spending is allocated to their renewable infrastructure business. Company disclosures about their strategy and vision provide information to determine the extent to which the company is likely to focus on renewable infrastructure as its primary growth strategy over the long-term. Companies that meet these requirements, among others, are considered to be part of the investment universe for the Fund.” 9. Staff Comment: If the Fund will be investing in initial public offerings as a principal investment strategy, please state more clearly rather than “from time to time”. If not, please delete the reference. Response: The Trust responds by revising the applicable disclosure as follows: “From time to time, tThe Fund may also invest in shares of companies through “new issues” or initial public offerings (“IPOs”).” 10. Staff Comment: With respect to investments in derivatives, the Principal Investment Strategies section notes the Fund may invest in options and options on futures. However, the corresponding risk disclosure refers to other types of derivatives. Please identify each of those instruments in both Item 4 and Item 9 or revise the applicable risk factors to discuss only options and options on futures. Response: The Trust responds by supplementally stating that the Adviser has determined that options will not be a principal investment strategy of the Fund and has removed all applicable strategy and risk disclosure. Please also see the Trust’s responses to Comments 20, 23 and 25 below. 11. Staff Comment: If investments in derivatives will be included in the Fund’s 80% test, please state how those investments will be measured (e.g., notional value). Response: The Trust responds by supplementally stating that derivatives will be included in the Fund’s 80% test and will be measured at the instrument’s market value. 3 12. Staff Comment: In an appropriate place, please state how the Fund will define non-US markets as “emerging markets”. Please also state the factors the Adviser uses to consider/determine whether the Fund will invest in emerging market issuers. Response: The Trust responds by adding the following disclosure to the summary section: “The Adviser considers emerging markets to be countries outside of the Organisation for Economic Co-operation and Development (“OECD”) member group. The Trust further responds by adding the following disclosure to the Item 9: “The Adviser considers emerging markets to be countries outside of the OECD member group. These countries typically have lower levels of economic and market development compared to OECD members. Countries widely considered to be emerging markets include Brazil, India and China. The Adviser evaluates investments in Renewable Infrastructure Companies in emerging markets the same way as companies in developed markets, but a higher potential return is expected from emerging market investments to compensate for the higher risks associated with emerging market countries.” 13. Staff Comment: If the Fund will invest in unsponsored depositary receipts, please add specific risk disclosure in Item 4 and Item 9. The Staff notes the Statement of Additional Information (“SAI”) includes references to both sponsored and unsponsored depositary receipts. Response: The Trust responds by adding the following risk disclosure to Item 4 and Item 9: “Issuers of unsponsored ADRs are not contractually obligated to disclose material information in the U.S., so there may not be a correlation between such information and the market value of the unsponsored ADR.” 14. Staff Comment: In addition to the statement referring to Rule 144A under the Securities Act, please include a practical description of the types of Rule 144A securities the Fund is likely to hold. Response: The Trust responds by revising the disclosure as follows: “The Fund may invest in securities that are illiquid, thinly traded or subject to special resale restrictions, such as those imposed by Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Rule 144A securities in which the Fund may invest include corporate bonds, broadly syndicated bank loans and unregistered equity securities acquired via a private placement.” 15. Staff Comment: Please revise the definition of “non-diversified” to state that a high percentage of the Fund’s assets will be invested in a limited number of issuers of securities. Response: The Trust responds by making the requested revision. 16. Staff Comment: Please explain what is meant by “limiting its investment in entities taxed as qualified publicly traded partnerships to 25%.” Alternatively, provide the types of holdings that are subject to the 25% limitation. Please also identify the value to which the 25% refers (i.e., 25% of the Fund’s net assets). Response: The Trust responds by removing this disclosure as qualified publicly traded partnerships are not a principal investment strategy. 17. Staff Comment: In the discussion of the Fund’s distribution policy, please include in greater detail the consequences of return of capital. For example, that a shareholder’s cost basis will be reduced so that a shareholder may be required to pay capital gains even if the sales price is less than the purchase price. Response: The Trust responds by adding the following disclosure: 4 “If the Fund’s distributions include return of capital, a shareholder’s cost basis will be reduced so that a shareholder may be required to pay capital gains even if the sales price is less than the purchase price.” 18. Staff Comment: Please delete the last two paragraphs under the Principal Investment Strategies section, as they are duplicative of disclosure already included in this section. Response: The Trust responds by making the requested revision. Summary Section - Principal Risks 19. Staff Comment: Significant market events have occurred following the filing of this PEA, due to the COVID-19 pandemic. Please revise your disclosure, based on how this pandemic has affected both debt and equity markets. If not, please supplementally explain why no additional disclosure is necessary. Response: The Trust responds by adding the following risk disclosure to both Item 4 and Item 9: “Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Securities markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on a Fund and its investments. In addition, economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.” 20. Staff Comment: Please reconcile the principal risks between Items 4 and 9. Should be the same with expanded discussion in Item 9. The Staff not