Correspondence 0001104659-25-038731 from Guardian Variable Products Trust (CIK 0001668512)
Guardian Variable Products Trust (CIK 0001668512)
Date: April 24, 2025 · CIK: 0001668512 · Accession: 0001104659-25-038731
AI Filing Summary & Sentiment
File numbers found in text: 333-210205, 811-23148
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Guardian Variable Products Trust (the “Registrant”) (File Nos. 333-210205 and 811-23148)
Dear Ms. Hahn:
We are writing on behalf of the Registrant in response to comments that you provided via telephone to Kathleen M. Moynihan of the Registrant and me on April 14, 2025 with respect to Post-Effective Amendment No. 25 under the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 29 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registrant’s registration statement on Form N-1A filed on February 27, 2025 (the “Registration Statement”). The Registration Statement was filed to make material changes to Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value VIP Fund (formerly known as Guardian Small Cap Core VIP Fund), Guardian Core Fixed Income VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Total Return Bond VIP Fund and Guardian U.S. Government/Credit VIP Fund (formerly known as Guardian U.S. Government Securities VIP Fund) (each a “Fund” and, collectively, the “Funds”), each an existing series of the Registrant.
For your convenience, we have restated your comments below, followed by the Registrant’s responses. Undefined capitalized terms used below have the same meaning as in the Registration Statement.
Jaea Hahn, Esq.
Page 2
Prospectus – Fund Summaries
Comments Applicable to all Funds
Comment 1: In the “Fees and Expenses of the Fund” section of the summary portion of the Prospectus relating to the Fund, please supplementally provide all the missing information and include a completed fee and expense table in the response letter.
Response: The Registrant has revised the disclosure in response to this comment and has provided the requested information as an appendix to this letter.
Guardian Large Cap Fundamental Growth VIP Fund
Comment 2: The “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund states that the Fund is non-diversified. Please disclose, supplementally, if this is a change to the Fund’s principal investment strategy. If so, please disclose, supplementally, if there was a shareholder vote approving the change.
Response: The Fund has changed from a diversified Fund to a non-diversified Fund. This change was approved by a shareholder vote on February 14, 2025.
Comment 3: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes “Sector Risk”. Please clarify whether the Fund currently focuses on one or more sectors of the economy and, if so, please identify those sectors and the related risks.
Response: The Fund does not have a principal investment strategy of focusing on any particular sector(s). Sector allocations typically are the result of the current investment opportunities identified by the portfolio managers pursuant to the Fund’s stated principal investment strategies. Depending upon market conditions, the implementation of the Fund’s principal investment strategies could result in a significant percentage of its assets being invested in a particular sector (e.g., the technology sector) due to market appreciation.
Guardian Large Cap Disciplined Growth VIP Fund
Comment 4: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund” section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement or fee waiver arrangement.
Jaea Hahn, Esq.
Page 3
Response: The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board, and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment rights.
Comment 5: The “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund states that the Fund is non-diversified. Please disclose, supplementally, if this is a change to the Fund’s principal investment strategy. If so, please disclose, supplementally, if there was a shareholder vote approving the change.
Response: The Fund has changed from a diversified Fund to a non-diversified Fund. This change was approved by a shareholder vote on February 14, 2025.
Guardian Small Cap Value VIP Fund
Comment 6: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please disclose whether the Fund may invest in emerging markets as suggested by the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund. Please clarify how the fund will define emerging markets if they are part of the Fund’s principal investment strategies.
Response: The Fund may invest in emerging markets, but doing so is not part of the Fund’s principal investment strategies. The Registrant has removed “Emerging Markets Risk” from the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Comment 7: In the first paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please clarify if “exchange-traded limited partnerships” are “master limited partnerships,” which we note are listed in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Guardian Core Fixed Income VIP Fund
Comment 8: In the second sentence of the first paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please clarify if the mortgage-related and other asset backed securities in which the Fund may invest are collateralized loan obligations (“CLOs”), which are included in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund. If so, please disclose whether the Fund may invest in lower-rated tranches of CLOs.
Jaea Hahn, Esq.
Page 4
Response: The Registrant notes that CLOs are not part of the principal investment strategy of the Fund. The Registrant has removed “Collateralized Loan Obligations Risk” from the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Comment 9: In the third paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please clarify if the 20% of assets that the Fund may invest in foreign debt includes foreign debt from emerging markets. If so, please disclose how the Fund defines emerging markets and include a risk factor for emerging markets in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant notes that emerging markets are not part of the Fund’s principal investment strategies.
Guardian Multi-Sector Bond VIP Fund
Comment 10: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 11: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please clarify whether the Fund may invest in “covenant-lite” loans and, if so, please add corresponding risk disclosure to the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 12: Please confirm, supplementally, that the Fund will not invest more than 15% of its assets, plus any borrowings, in illiquid securities.
Response: The Registrant confirms that the Fund will not invest more than 15% of its assets, plus any borrowings, in illiquid securities.
Jaea Hahn, Esq.
Page 5
Comment 13: Please disclose how the Fund will define emerging markets, as referenced in the third paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 14: The third paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund states that the Fund may seek exposure to debt securities through investments in ETFs, which may include ETFs affiliated with the Subadviser. Please include a risk factor discussing potential conflicts of interest of investments in affiliated ETFs in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 15: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes Geographic Focus Risk. If the Fund is focused in any specific region, please so state and add specific geographic focus risk for that region.
Response: The Fund does not have a principal investment strategy of focusing its investments in any particular geographic region(s). Depending upon market conditions, the implementation of the Fund’s principal investment strategies could result in a significant percentage of its assets being invested in a particular geographic region due to market appreciation.
Guardian Short Duration Bond VIP Fund
Comment 16: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund” section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement or fee waiver arrangement.
Response: The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board, and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment rights.
Jaea Hahn, Esq.
Page 6
Comment 17: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 18: In the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund, if applicable, please add specific risks related to collateralized mortgage obligations (“CMOs”) to “Mortgage-Backed and Other Asset-Backed Securities Risk.”
Response: The Registrant has revised the disclosure in response to this comment.
Guardian Total Return Bond VIP Fund
Comment 19: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund” section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement or fee waiver arrangement.
Response: The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board, and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment rights.
Comment 20: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response: The Registrant has revised the disclosure in response to this comment.
Comment 21: Please disclose how the Fund will define “emerging markets,” as referenced in the first paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund.
Jaea Hahn, Esq.
Page 7
Response: The Registrant has revised the disclosure in response to this comment.
Comment 22: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund, please clarify the forms of derivatives in which the Fund intends to principally invest. We note that the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes “Forwards and Futures Contracts” and “Swaps Risk.”
Response: The Registrant has revised the disclosure in response to this comment.
Comment 23: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes “Sector Risk.” Please confirm supplementally that the Fund is not focused in any particular sector or disclose that it is.
Response: The Fund does not have a principal investment strategy of focusing on any particular sector(s). Sector allocations typically are the result of the current investment opportunities identified by the portfolio managers pursuant to the Fund’s stated principal investment strategies. Depending upon market conditions, the implementation of the Fund’s principal investment strategies could result in a significant percentage of its assets being invested in a particular sector (e.g., the technology sector) due to market appreciation.
Comment 24: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes “Geographic Focus Risk.” Please confirm supplementally that the Fund is not focused in any particular regions or disclose that it is.
Response: The Fund does not have a principal investment strategy of focusing its investments in any particular geographic region(s). Depending u
Show Raw Text
CORRESP
1
filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Corey F. Rose
corey.rose@dechert.com
+1 202 261 3314 Direct
+1 202 261 3158 Fax
April 24, 2025
VIA EDGAR
Jaea Hahn, Esq.
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Guardian Variable Products Trust (the “Registrant”)
(File Nos. 333-210205 and 811-23148)
Dear Ms. Hahn:
We are writing on behalf of
the Registrant in response to comments that you provided via telephone to Kathleen M. Moynihan of the Registrant and me on April 14,
2025 with respect to Post-Effective Amendment No. 25 under the Securities Act of 1933, as amended (the “1933 Act”), and
Amendment No. 29 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registrant’s registration
statement on Form N-1A filed on February 27, 2025 (the “Registration Statement”). The Registration Statement was
filed to make material changes to Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian
Small Cap Value VIP Fund (formerly known as Guardian Small Cap Core VIP Fund), Guardian Core Fixed Income VIP Fund, Guardian Multi-Sector
Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Total Return Bond VIP Fund and Guardian U.S. Government/Credit VIP Fund
(formerly known as Guardian U.S. Government Securities VIP Fund) (each a “Fund” and, collectively, the “Funds”),
each an existing series of the Registrant.
For your convenience, we have
restated your comments below, followed by the Registrant’s responses. Undefined capitalized terms used below have the same meaning
as in the Registration Statement.
Jaea
Hahn, Esq.
Page 2
Prospectus – Fund Summaries
Comments Applicable to all Funds
Comment
1: In the “Fees and Expenses of the Fund” section of the summary portion of the Prospectus relating to the Fund,
please supplementally provide all the missing information and include a completed fee and expense table in the response letter.
Response:
The Registrant has revised the disclosure in response to this comment and has provided the requested information as an appendix to this
letter.
Guardian Large Cap Fundamental Growth VIP Fund
Comment
2: The “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund
states that the Fund is non-diversified. Please disclose, supplementally, if this is a change to the Fund’s principal investment
strategy. If so, please disclose, supplementally, if there was a shareholder vote approving the change.
Response:
The Fund has changed from a diversified Fund to a non-diversified Fund. This change was approved by a shareholder vote on February 14,
2025.
Comment
3: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes
“Sector Risk”. Please clarify whether the Fund currently focuses on one or more sectors of the economy and, if so, please
identify those sectors and the related risks.
Response:
The Fund does not have a principal investment strategy of focusing on any particular sector(s). Sector allocations typically are
the result of the current investment opportunities identified by the portfolio managers pursuant to the Fund’s stated principal
investment strategies. Depending upon market conditions, the implementation of the Fund’s principal investment strategies could
result in a significant percentage of its assets being invested in a particular sector (e.g., the technology sector) due to market appreciation.
Guardian Large Cap Disciplined Growth VIP Fund
Comment
4: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund”
section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain
fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s
registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement
or fee waiver arrangement.
Jaea
Hahn, Esq.
Page 3
Response:
The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date
that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board,
and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment
rights.
Comment
5: The “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund
states that the Fund is non-diversified. Please disclose, supplementally, if this is a change to the Fund’s principal investment
strategy. If so, please disclose, supplementally, if there was a shareholder vote approving the change.
Response:
The Fund has changed from a diversified Fund to a non-diversified Fund. This change was approved by a shareholder vote on February 14,
2025.
Guardian Small Cap Value VIP Fund
Comment
6: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please disclose whether the Fund may invest in emerging markets as suggested by the “Principal Investment Risks” section of
the summary portion of the Prospectus relating to the Fund. Please clarify how the fund will define emerging markets if they are part
of the Fund’s principal investment strategies.
Response:
The Fund may invest in emerging markets, but doing so is not part of the Fund’s principal investment strategies. The Registrant
has removed “Emerging Markets Risk” from the “Principal Investment Risks” section of the summary portion of the
Prospectus relating to the Fund.
Comment
7: In the first paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus
relating to the Fund, please clarify if “exchange-traded limited partnerships” are “master limited partnerships,”
which we note are listed in the “Principal Investment Risks” section of the summary portion of the Prospectus relating to
the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Guardian Core Fixed Income VIP Fund
Comment
8: In the second sentence of the first paragraph of the “Principal Investment Strategies” section of the summary
portion of the Prospectus relating to the Fund, please clarify if the mortgage-related and other asset backed securities in which the
Fund may invest are collateralized loan obligations (“CLOs”), which are included in the “Principal Investment Risks”
section of the summary portion of the Prospectus relating to the Fund. If so, please disclose whether the Fund may invest in lower-rated
tranches of CLOs.
Jaea
Hahn, Esq.
Page 4
Response:
The Registrant notes that CLOs are not part of the principal investment strategy of the Fund. The Registrant has removed “Collateralized
Loan Obligations Risk” from the “Principal Investment Risks” section of the summary portion of the Prospectus relating
to the Fund.
Comment
9: In the third paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus
relating to the Fund, please clarify if the 20% of assets that the Fund may invest in foreign debt includes foreign debt from emerging
markets. If so, please disclose how the Fund defines emerging markets and include a risk factor for emerging markets in the “Principal
Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant notes that emerging markets are not part of the Fund’s principal investment strategies.
Guardian Multi-Sector Bond VIP Fund
Comment
10: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks”
section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
11: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please clarify whether the Fund may invest in “covenant-lite” loans and, if so, please add corresponding risk disclosure to
the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
12: Please confirm, supplementally, that the Fund will not invest more than 15% of its assets, plus any borrowings, in illiquid
securities.
Response:
The Registrant confirms that the Fund will not invest more than 15% of its assets, plus any borrowings, in illiquid securities.
Jaea
Hahn, Esq.
Page 5
Comment
13: Please disclose how the Fund will define emerging markets, as referenced in the third paragraph of the “Principal
Investment Strategies” section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
14: The third paragraph of the “Principal Investment Strategies” section of the summary portion of the Prospectus
relating to the Fund states that the Fund may seek exposure to debt securities through investments in ETFs, which may include ETFs affiliated
with the Subadviser. Please include a risk factor discussing potential conflicts of interest of investments in affiliated ETFs in the
“Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
15: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes
Geographic Focus Risk. If the Fund is focused in any specific region, please so state and add specific geographic focus risk for that
region.
Response:
The Fund does not have a principal investment strategy of focusing its investments in any particular geographic region(s). Depending upon
market conditions, the implementation of the Fund’s principal investment strategies could result in a significant percentage of
its assets being invested in a particular geographic region due to market appreciation.
Guardian Short Duration Bond VIP Fund
Comment
16: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund”
section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain
fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s
registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement
or fee waiver arrangement.
Response:
The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date
that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board,
and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment
rights.
Jaea
Hahn, Esq.
Page 6
Comment
17: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks”
section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
18: In the “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund,
if applicable, please add specific risks related to collateralized mortgage obligations (“CMOs”) to “Mortgage-Backed
and Other Asset-Backed Securities Risk.”
Response:
The Registrant has revised the disclosure in response to this comment.
Guardian Total Return Bond VIP Fund
Comment
19: Please revise footnote 1 to the Annual Fund Operating Expenses Table in the “Fees and Expenses of the Fund”
section of the summary portion of the Prospectus relating to the Fund to reflect that the Manager has contractually agreed to waive certain
fees and/or reimburse certain expenses incurred through a date that is no less than one year from the effective date of the Fund’s
registration statement or delete the footnote. Please also revise footnote 1 to note any recoupment terms under the expense reimbursement
or fee waiver arrangement.
Response:
The Registrant hereby confirms that the contractual expense limitation agreement with respect to the Fund will continue through a date
that is no less than one year after the date of the effectiveness of the registration statement, unless earlier terminated by the Board,
and has revised the disclosure in response to this comment. Please note that the Fund is no longer subject to the Manager’s recoupment
rights.
Comment
20: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please confirm if the Fund may invest in lower-rated tranches of CLOs, which are mentioned in the “Principal Investment Risks”
section of the summary portion of the Prospectus relating to the Fund.
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
21: Please disclose how the Fund will define “emerging markets,” as referenced in the first paragraph of the
“Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund.
Jaea
Hahn, Esq.
Page 7
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
22: In the “Principal Investment Strategies” section of the summary portion of the Prospectus relating to the Fund,
please clarify the forms of derivatives in which the Fund intends to principally invest. We note that the “Principal Investment
Risks” section of the summary portion of the Prospectus relating to the Fund includes “Forwards and Futures Contracts”
and “Swaps Risk.”
Response:
The Registrant has revised the disclosure in response to this comment.
Comment
23: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes
“Sector Risk.” Please confirm supplementally that the Fund is not focused in any particular sector or disclose that it is.
Response:
The Fund does not have a principal investment strategy of focusing on any particular sector(s). Sector allocations typically are
the result of the current investment opportunities identified by the portfolio managers pursuant to the Fund’s stated principal
investment strategies. Depending upon market conditions, the implementation of the Fund’s principal investment strategies could
result in a significant percentage of its assets being invested in a particular sector (e.g., the technology sector) due to market appreciation.
Comment
24: The “Principal Investment Risks” section of the summary portion of the Prospectus relating to the Fund includes
“Geographic Focus Risk.” Please confirm supplementally that the Fund is not focused in any particular regions or disclose
that it is.
Response:
The Fund does not have a principal investment strategy of focusing its investments in any particular geographic region(s). Depending u