SEC Company Response from Gallery Trust (CIK 0001651872) — Feb 21, 2020
Gallery Trust (CIK 0001651872)
Date: Feb. 21, 2020 · CIK: 0001651872 · Accession: 0001398344-20-003876
AI Filing Summary & Sentiment
File numbers found in text: 333-206713, 811-23091
Letter
U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Gallery Trust 485(a) Filing (File Nos. 333-206713 and 811-23091)
Dear Ms. Bentzinger:
On behalf of our client, Gallery Trust (the “Trust”), this letter responds to the comments provided on behalf of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) via telephone, regarding the Trust’s post-effective amendment no. 17, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 20, under the Investment Company Act of 1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the 1933 Act (the “Amendment”) with respect to the Mondrian Emerging Markets Value Equity Fund, Mondrian International Government Fixed Income Fund and Mondrian Global Listed Infrastructure Fund (the “Funds”). Below, we have briefly summarized your comments and questions, followed by our responses. Where indicated, certain of the responses are based on information provided by Mondrian Investment Partners Limited (the “Adviser”), the investment adviser of the Funds, for the specific purpose of responding to the Staff’s comments. Capitalized terms not defined herein should be given the meaning provided in the Amendment.
Comments on the Prospectus
1. Comment. In the Mondrian International Government Fixed Income Fund’s “Principal Risks” section, given that the Fund may invest up to 15% of its assets (determined at time of purchase) in fixed-income securities rated below investment grade as part of its principal investment strategies, please consider moving the “High Yield Bond Risk” disclosure higher in the section.
Response. The requested change has been made.
2. Comment. For the Mondrian Global Listed Infrastructure Fund, please supplementally identify the broad-based securities market index whose returns will be shown in the Fund’s “Average Annual Total Returns” table.
Morgan, Lewis & Bockius llp
1701 Market Street
Philadelphia, PA 19103-2921 +1.215.963.5000
United States +1.215.963.5001
Elisabeth M. Bentzinger, Esq.
February 21, 2020
Page 2
Response. For the Mondrian Global Listed Infrastructure Fund, the MSCI ACWI Index will be the broad-based securities market index whose returns will be shown in the Fund’s “Average Annual Total Returns” table, and the MSCI ACWI Core Infrastructure Index will be an additional index whose returns will be shown in the Fund’s “Average Annual Total Returns” table.
Comments on the SAI
3. Comment. In the “Description of Permitted Investments” section, please update the disclosure relating to Brexit to reflect recent events.
Response. The requested change has been made.
4. Comment. Please confirm that risk relating to Brexit is not a principal risk of any Fund or, alternatively, add appropriate disclosure to the Prospectus.
Response. The Adviser confirms that risk relating to Brexit is not a principal risk of any Fund.
5. Comment. Please confirm that risk relating to the expected discontinuation of LIBOR is not a principal risk of any Fund or, alternatively, add appropriate disclosure to the Prospectus.
Response. The Adviser confirms that risk relating to the expected discontinuation of LIBOR is not a principal risk of any Fund.
* * * * * * * * * * * *
If you have any questions, need any additional information or would like any clarification, please contact me at (215) 963-4660.
Very truly yours,
/s/ Christine M. Nassauer
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CORRESP
1
filename1.htm
Christine M. Nassauer
Associate
+1.215.963.4660
christine.nassauer@morganlewis.com
February 21,
2020
FILED AS EDGAR CORRESPONDENCE
Elisabeth M. Bentzinger, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Gallery Trust 485(a) Filing (File Nos. 333-206713
and 811-23091)
Dear Ms. Bentzinger:
On behalf of our client, Gallery Trust (the
“Trust”), this letter responds to the comments provided on behalf of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) via telephone, regarding the Trust’s post-effective amendment no. 17, under
the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 20, under the Investment Company Act of
1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the
1933 Act (the “Amendment”) with respect to the Mondrian Emerging Markets Value Equity Fund, Mondrian International
Government Fixed Income Fund and Mondrian Global Listed Infrastructure Fund (the “Funds”). Below, we have briefly summarized
your comments and questions, followed by our responses. Where indicated, certain of the responses are based on information provided
by Mondrian Investment Partners Limited (the “Adviser”), the investment adviser of the Funds, for the specific purpose
of responding to the Staff’s comments. Capitalized terms not defined herein should be given the meaning provided in the Amendment.
Comments on the Prospectus
1. Comment. In the Mondrian International Government Fixed Income Fund’s “Principal
Risks” section, given that the Fund may invest up to 15% of its assets (determined at time of purchase) in fixed-income securities
rated below investment grade as part of its principal investment strategies, please consider moving the “High Yield Bond
Risk” disclosure higher in the section.
Response. The requested
change has been made.
2. Comment. For the Mondrian Global Listed Infrastructure Fund, please supplementally
identify the broad-based securities market index whose returns will be shown in the Fund’s “Average Annual Total Returns”
table.
Morgan, Lewis & Bockius llp
1701 Market Street
Philadelphia, PA 19103-2921
+1.215.963.5000
United States
+1.215.963.5001
Elisabeth
M. Bentzinger, Esq.
February 21, 2020
Page 2
Response. For the
Mondrian Global Listed Infrastructure Fund, the MSCI ACWI Index will be the broad-based securities market index whose returns
will be shown in the Fund’s “Average Annual Total Returns” table, and the MSCI ACWI Core Infrastructure Index
will be an additional index whose returns will be shown in the Fund’s “Average Annual Total Returns” table.
Comments
on the SAI
3. Comment. In the “Description of Permitted Investments” section, please
update the disclosure relating to Brexit to reflect recent events.
Response.
The requested change has been made.
4. Comment. Please confirm that risk relating to Brexit is not a principal risk of any
Fund or, alternatively, add appropriate disclosure to the Prospectus.
Response.
The Adviser confirms that risk relating to Brexit is not a principal risk of any Fund.
5. Comment. Please confirm that risk relating to the expected discontinuation of LIBOR
is not a principal risk of any Fund or, alternatively, add appropriate disclosure to the Prospectus.
Response.
The Adviser confirms that risk relating to the expected discontinuation of LIBOR is not a principal risk of any Fund.
* * * * * * * * * * * *
If you have any questions, need any additional
information or would like any clarification, please contact me at (215) 963-4660.
Very truly yours,
/s/ Christine M. Nassauer
Christine M. Nassauer