Correspondence 0001174947-24-001353 from Guardian Variable Products Trust (CIK 0001668512)
Guardian Variable Products Trust (CIK 0001668512)
Date: Dec. 18, 2024 · CIK: 0001668512 · Accession: 0001174947-24-001353
AI Filing Summary & Sentiment
File numbers found in text: 333-210205, 811-23148
Letter
VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Guardian Variable Products Trust (the “Trust”) File Nos. 333-210205; 811-23148
Dear Mr. Zapata:
On behalf of the Trust, this letter responds to the comments on the preliminary proxy statement for certain series of the Trust, filed by the Trust on EDGAR on December 6, 2024, that were provided to Corey F. Rose of Dechert and me by telephone on December 16, 2024 by the staff of the Securities and Exchange Commission (“Commission”). Set forth below are the staff’s comments and the Trust’s responses. We note that any capitalized terms not defined herein have the same definitions provided in the Proxy Statement.
1. Comment: In the third paragraph Proposal One, please consider noting that, if Proposal One is approved, the Proposal One Funds would have additional flexibility as non-diversified funds to invest in a manner that may have the potential for better performance correlation with the primary benchmark index.
Response: The Trust has revised the proxy statement to clarify that the proposed increased investment flexibility may allow the Proposal One Funds to experience better performance relative to their primary benchmark index. However, the Trust notes that the Proposal One Funds are actively managed and do not seek to replicate the performance of any index.
2. Comment: In Proposal Two, please clarify the disclosure regarding how the Substitution Order impacts the ability of the Proposal Two Funds to rely on the manager of managers exemptive order (“Manager of Managers Order”). Further, please supplementally explain how the Substitution Order affects the ability of the Proposal Two Funds to rely on the Order.
Response: The Trust has revised the disclosure in response to this comment. One of the conditions to reliance on the Substitution Order is that after the date of the relevant substitutions, PAIA “will not change a Replacement Portfolio’s sub-adviser, add a new sub-adviser, or otherwise rely on the Manager of Managers Order or any replacement order from the Commission with respect to any Replacement Portfolio without first obtaining shareholder approval of the change in sub-adviser, the new sub-adviser, or the Replacement Portfolio’s ability to rely on the Manager of Managers Order . . . .” Because the Proposal Two Funds were part of a substitution relating to the Substitution Order, they must reobtain shareholder approval to operate pursuant to the Manager of Managers Order, which is the purpose of Proposal Two.
3. Comment: Please consider revising the disclosure in the fourth paragraph of Proposal Two clarify that shareholders would be approving the operation of each Proposal Two Fund under the terms and conditions of the Order.
Response: The applicable disclosure has been revised in response to this comment.
We believe that the foregoing has been responsive to your comments. Please contact the undersigned at (646) 283-7117 or Corey F. Rose of Dechert LLP at (202) 261-3314 if you wish to discuss this correspondence further.
Sincerely,
/s/ Kathleen M. Moynihan
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GUARDIAN VARIABLE
PRODUCTS TRUST
10 Hudson Yards
New York, NY 10001
December 18, 2024
VIA
EDGAR
Mr. Alberto Zapata
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Guardian Variable
Products Trust (the “Trust”)
File Nos. 333-210205; 811-23148
Dear Mr. Zapata:
On behalf of the Trust,
this letter responds to the comments on the preliminary proxy statement for certain series of the Trust, filed by the Trust on EDGAR
on December 6, 2024, that were provided to Corey F. Rose of Dechert and me by telephone on December 16, 2024 by the staff of the Securities
and Exchange Commission (“Commission”). Set forth below are the staff’s comments and the Trust’s responses. We
note that any capitalized terms not defined herein have the same definitions provided in the Proxy Statement.
1. Comment:
In the third paragraph Proposal One, please consider noting that, if Proposal One is approved, the Proposal One Funds would have
additional flexibility as non-diversified funds to invest in a manner that may have the potential for better performance correlation
with the primary benchmark index.
Response:
The Trust has revised the proxy statement to clarify that the proposed increased investment flexibility may allow the Proposal One
Funds to experience better performance relative to their primary benchmark index. However, the Trust notes that the Proposal One Funds
are actively managed and do not seek to replicate the performance of any index.
2. Comment:
In Proposal Two, please clarify the disclosure regarding how the Substitution Order impacts the ability of the Proposal Two Funds
to rely on the manager of managers exemptive order (“Manager of Managers Order”). Further, please supplementally explain
how the Substitution Order affects the ability of the Proposal Two Funds to rely on the Order.
Response:
The Trust has revised the disclosure in response to this comment. One of the conditions to reliance on the Substitution Order is
that after the date of the relevant substitutions, PAIA “will not change a Replacement Portfolio’s sub-adviser, add
a new sub-adviser, or otherwise rely on the Manager of Managers Order or any replacement order from the Commission with respect
to any Replacement Portfolio without first obtaining shareholder approval of the change in sub-adviser, the new sub-adviser, or
the Replacement Portfolio’s ability to rely on the Manager of Managers Order . . . .” Because the Proposal Two Funds were
part of a substitution relating to the Substitution Order, they must reobtain shareholder approval to operate pursuant to the Manager
of Managers Order, which is the purpose of Proposal Two.
3. Comment:
Please consider revising the disclosure in the fourth paragraph of Proposal Two clarify that shareholders would be approving the
operation of each Proposal Two Fund under the terms and conditions of the Order.
Response:
The applicable disclosure has been revised in response to this comment.
We believe that the
foregoing has been responsive to your comments. Please contact the undersigned at (646) 283-7117 or Corey F. Rose of Dechert LLP at (202)
261-3314 if you wish to discuss this correspondence further.
Sincerely,
/s/ Kathleen M. Moynihan
Kathleen M. Moynihan
Senior Counsel
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to: Corey F. Rose, Dechert LLP