Correspondence 0001193125-23-210846 from Perpetual Americas Funds Trust (CIK 0001830437)
Perpetual Americas Funds Trust (CIK 0001830437)
Date: Aug. 11, 2023 · CIK: 0001830437 · Accession: 0001193125-23-210846
AI Filing Summary & Sentiment
File numbers found in text: 333-249784, 811-23615
Letter
VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Rebecca Marquigny Re: Post-Effective Amendment No. 14 to Registration Statement under the Securities Act of 1933 of JOHCM Funds Trust (the “Trust”) (File Nos. 811-23615 and 333-249784) on Form N-1A filed on May 30, 2023 (the “485(a) Filing”)
Dear Ms. Marquigny:
I am writing on behalf of JOHCM Funds Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission,” or, the “SEC”) on post-effective amendment number 14 under the Securities Act of 1933 (the “1933 Act”) and amendment number 16 under the Investment Company Act of 1940 (the “1940 Act”) to the registration statement (the “Registration Statement”) of the Trust filed on Form N-1A filed on May 30, 2023 (the “Amendment”). The 485(a) Amendment was filed for the purpose of registering for public offer and sale under the 1933 Act the Institutional Shares, Advisor Shares, Investor Shares, and Class Z Shares of Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a newly organized series of the Trust (each a “Fund”, and collectively the Funds”).
On July 27, 2023, the Staff provided comments regarding the Amendment by telephone to Andrew Wilkins and Jonathan Upchurch of Ropes & Gray LLP, counsel to the Trust. For convenience of reference, each comment is included before the Trust’s corresponding response. These responses will be reflected, to the extent applicable, in a post-effective amendment to the Trust’s Registration Statement, which the Trust intends to file on or about August 14, 2023. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. Existing disclosures below that will be revised are reflected, as applicable, with the new text underlined and the deleted text shown in strikethrough. In addressing the Staff’s comments, the Funds will undertake a holistic approach to revising the Funds’ investment strategy and risk disclosures in addressing each of the Staff’s various comments on strategy and risk disclosures. As such, these responses do not identify each revision which may be relevant to a given comment. The Funds have instead provided as Appendix A, the complete revised investment strategy disclosure for each Fund, marked against the Funds’ the 485(a) filing. In each response, the
August 11, 2023
Funds have identified when disclosure has been revised in response to a Staff comment, or where the Funds have respectfully declined to amend disclosure in response to a Staff comment.
August 11, 2023
I. PROSPECTUS COMMENTS
Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund
Cover Page
1. Comment: Please explain supplementally, with respect to each Fund, if each of the share classes identified as “not currently offered” will be offered at the close of the reorganization of each of the Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a series of Professionally Managed Portfolios, with and into Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a newly organized series of the Trust (the “Reorganization”). Please supplementally explain any plans for launching each class identified as “not currently offered.”
Response: In connection with the Reorganization, the Trust intends to offer Institutional Class and Investor Class shares of the Trillium ESG Global Equity Fund and Institutional Class shares of the Trillium ESG Small/Mid Cap Fund at the closing of the Reorganization. Other share classes will be offered at a later time following the closing of the Reorganization as deemed appropriate and in light of circumstances including market demand.
General
2. Comment: Please explain supplementally if either of the Funds is subject to a manager of managers orders?
Response: Neither of the Funds is currently subject to a manager of managers order.
Fund Summary
3. Comment: Please provide the Staff with the Funds’ completed Fees and Expenses table and expense examples prior to the effective date of the Registration Statement.
Response: The Fund’s completed annual fund operating expenses tables and expense examples are set forth in Appendix B to this letter.
4. Comment: Please consider removing the “Shareholder Fees” reference section from the fee tables if neither Fund is subject to shareholder fees.
August 11, 2023
Response: The Funds respectfully decline to make the requested change at this time as the table accurately states the shareholder fees that shareholders will bear and the format of the disclosure is consistent with Form N-1A.
5. Comment: Footnote 1 to the Funds’ fee tables states that “Other Expenses have been adjusted from amounts incurred during the [Funds’] most recent fiscal year to reflect estimated current expenses.” Please confirm supplementally whether the estimated current expenses include any anticipated costs/expenses related to the reorganization? If included, and such costs/expenses equal or exceed 0.01% of the value of an investment in a Fund please include a separate line item breaking out these costs/expenses.
Response: As disclosed in Form N-14 relating to the Reorganization, the Funds will not bear any fees or expenses in connection with the Reorganization as the Funds’ adviser, JOHCM (USA) Inc (the “Adviser”), will pay for all such fees and expenses. The Funds will bear (i) the costs of buying and selling portfolio securities necessary to effect the Reorganization, (ii) taxes on capital gains that may be realized as a result of selling portfolio securities necessary to effect the Reorganization; and (iii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the Funds. These fees and expenses are expected to be zero or otherwise de minimis with respect to the Trillium ESG Small/Mid Cap Fund and de minimis with respect to the Trillium Global Equity Fund. In addition, none of these expenses will be subject to the Funds’ contractual expense waivers or recoupment. Accordingly, the Funds believe the current disclosure in the fee table and Footnote 1 is accurate and no additional revisions are necessary.
6. Comment: Footnote 2 of the Funds’ fee tables states “JOHCM USA has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) . . .” Please explain supplementally which reorganization related expenses that may be borne by a Fund are excluded from the Fund’s fee waiver, considering the exclusions as stated in footnote 2, and may be subject to recapture. If they are subject to recapture, please consider disclosing in footnote 2.
Response: As noted above in response to Comment 5, the Funds will not bear any fees and expenses in connection with the Reorganization. The restatement of the exclusions in footnote 2 is factually correct and matches those items marked as excluded from the Fee Waiver and Expense Reimbursement in Section 1 of the Fund’s Expense Limitation Agreement. The Funds therefore respectfully decline to revise this disclosure.
7. Comment: If applicable, please describe under what circumstances a Fund can terminate the contractual expense limitation.
August 11, 2023
Response: The expense limitation with respect to a Fund and its share classes shall be effective for the period set forth in the Registration Statement, which may be amended to shorten such period only by the Board of Trustees of the Trust. All other provisions of the expense limitation shall continue from time to time unless terminated by the Trust or the Adviser upon written notice. The Funds believe the current disclosure is accurate as stated and no additional revisions are necessary.
Trillium ESG Global Equity Fund
Principal Investment Strategies – Fund Summary
8. Comment: Please revise the disclosure to clarify how the Fund’s investments in depositary receipts, participatory notes and any other indirect investments will be characterized for purposes of the Fund’s 80% investment policy.
Response: Throughout this comment response letter, new language denoted by underline and deletions by strikethrough).
In response to the Staff’s comment, the disclosure will be revised to remove references to participatory notes and clarify that: “Depositary receipts and other investments intended to achieve investment exposure to equities indirectly will be counted towards the Fund’s 80% investment policy.”
9. Comment: Please amend the disclosure to clarify the specific ESG criteria that must be met for an investment to count toward the Fund’s stated 80% investment policy.
Response: The disclosure will be revised to specify that: “For purposes of its 80% investment policy, the equity securities that meet Trillium’s ESG criteria are those that satisfy Trillium’s proprietary fundamental and ESG analysis and screening described below under ‘Portfolio Analysis and Construction’ and ‘ESG Considerations and Active Ownership.’”
10. Comment: The Staff notes that participatory notes are referenced in the principal investment strategy disclosure and lack corresponding principal risk disclosure. If participatory notes are a principal investment strategy of the Fund please include a principal risk for participatory notes in both the Item 4 Fund Summary Section and Item 9 disclosure under Form N-1A. Please also amend the strategy disclosure to include additional detail on the Fund’s strategic use of participatory notes. If not a principal investment strategy, consider removing references to participatory notes from the principal investment strategy disclosure.
August 11, 2023
Response: Investment in participatory notes is not a principal investment strategy of the Fund. Accordingly, and in response to the Staff’s comment, references to participatory notes will be removed from the Fund’s principal investment strategy disclosure.
11. Comment: The Fund states that the “[i]n its selection process, of the three ESG components, the portfolio managers typically emphasize “Environmental” factors, such as ecological limits, environmental stewardship and environmental strategies for the Fund.” Please amend the disclosure to clarify how the portfolio managers typically emphasize environmental factors compared to social and governance factors and whether consideration of environmental factors typically outweigh or can override consideration of social and governance factors, when conducting investment analysis.
Response: The Fund will amend the investment strategy disclosure to reflect its current approach to the relative prioritization of “E”, “S” and “G” factors. Please see the revised disclosure as shown marked in Appendix A in the section titled “Portfolio Analysis and Construction.”
12. Comment: Please amend the Fund’s strategy disclosure to clarify and define what the Fund considers as “Environmental”, “Social” and “Governance” factors used in making investment decisions. Please amend the disclosure to clarify what the terms “ecological limits”, “environmental stewardship” and “environmental strategies” mean in the context of Environmental Factors.
Response: The Fund will amend the investment strategy disclosure to clarify the “Environmental”, “Social” and “Governance” factors used in making investment decisions. Please see the revised disclosure as shown marked in Appendix A in the section titled “Portfolio Analysis and Construction.”
13. Comment: The Fund states that in valuing a company, Trillium Asset Management (“Trillium” or the “Subadviser”) considers “traditional analysis of the company’s stock price, balance sheet and debt service.” Please amend the disclosure to clarify the meaning of “traditional analysis.”
Response: In response to the Staff’s comment, the Fund will amend the investment strategy disclosure to remove reference to “traditional analysis,” and replace with “fundamental analysis.” The Fund will also amend the investment strategy disclosure to clarify the meaning of “fundamental analysis.” Please see the revised disclosure as shown marked in Appendix A.
14. Comment: The Fund states “[t]he portfolio managers monitor the portfolio closely in an effort to assure prudent diversification based on exposure to a variety of economic trends and
August 11, 2023
investment themes.” Please amend the disclosure to identify specific economic trends and investment themes.
Response: In response to the Staff’s comment, the Fund will amend the investment strategy disclosure to remove reference to “economic trends” and “investment themes.” Please see the revised disclosure as shown marked in Appendix A in the section titled Portfolio Analysis and Construction”, which includes updated disclosure regarding the Fund’s investment allocations and exposures, risk mitigation considerations relating to portfolio construction. The Fund’s Item 9 investment strategy disclosure has also been amended to add further disclosure regarding the Fund’s allocations across economic sectors, countries or regions, and company size.
15. Comment: The Staff notes that the Fund’s investment strategy describes in detail those industries and business activities that the Fund avoids or excludes from investment. The Staff, however, requests the disclosure be amended to add further detail as to how the Subadviser constructs the universe of potential or permitted investments and determines to avoid or exclude particular types of investments in the context of weighting ESG factors. Please explain this selection process in greater detail, while noting how the Subadviser prioritizes impact versus returns.
Response: The Fund will amend the investment strategy disclosure to clarify the Fund’s permitted investment universe, the application of quantitative and qualitative screening, as well as the relationship of impact and investment returns. The Fund will also add disclosure regarding its exclusionary screening process. Please see the revised disclosures as shown marked in Appendix A.
16. Comment: The Fund states “[a]lthough the Fund did not invest significantly in derivatives instruments as of the most recent fiscal year end, it may engage in certain currency and interest rate hedging transactions at any time.” Please explain supplementally whether the derivatives strategy, and specifically the interest rate and hedging strategies used, are principal to the achievement of the Fund’s investment objective? If so please amend the disclosure to clarify how these strategies function and when they apply.
Response: The Fund will amend the disclosure as follows: “Although the Fund did not invest significantly in derivatives instruments as of the most recent fiscal year end, it may engage in certain currency and interest rate hedging transactions at any time.”
The Fund confirms that use of derivatives is not principal to the achievement of the Fund’s investment objective, and that the Fund intends to use derivative instruments only for hedging, for the purposes of efficient portfolio management.
17. Comment: Please add principal risk disclosures specific to the following investment instruments and techniques that are described in the principal investment strategies: initial public
August 11, 2023
offerings, depositary receipts, and participatory notes. Please summarize the relevant risks in the Fund
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CORRESP 1 filename1.htm CORRESP ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 11, 2023 Andrew Wilkins T +1 617-235-4144 andrew.wilkins@ropesgray.com VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Rebecca Marquigny Re: Post-Effective Amendment No. 14 to Registration Statement under the Securities Act of 1933 of JOHCM Funds Trust (the “Trust”) (File Nos. 811-23615 and 333-249784) on Form N-1A filed on May 30, 2023 (the “485(a) Filing”) Dear Ms. Marquigny: I am writing on behalf of JOHCM Funds Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission,” or, the “SEC”) on post-effective amendment number 14 under the Securities Act of 1933 (the “1933 Act”) and amendment number 16 under the Investment Company Act of 1940 (the “1940 Act”) to the registration statement (the “Registration Statement”) of the Trust filed on Form N-1A filed on May 30, 2023 (the “Amendment”). The 485(a) Amendment was filed for the purpose of registering for public offer and sale under the 1933 Act the Institutional Shares, Advisor Shares, Investor Shares, and Class Z Shares of Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a newly organized series of the Trust (each a “Fund”, and collectively the Funds”). On July 27, 2023, the Staff provided comments regarding the Amendment by telephone to Andrew Wilkins and Jonathan Upchurch of Ropes & Gray LLP, counsel to the Trust. For convenience of reference, each comment is included before the Trust’s corresponding response. These responses will be reflected, to the extent applicable, in a post-effective amendment to the Trust’s Registration Statement, which the Trust intends to file on or about August 14, 2023. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. Existing disclosures below that will be revised are reflected, as applicable, with the new text underlined and the deleted text shown in strikethrough. In addressing the Staff’s comments, the Funds will undertake a holistic approach to revising the Funds’ investment strategy and risk disclosures in addressing each of the Staff’s various comments on strategy and risk disclosures. As such, these responses do not identify each revision which may be relevant to a given comment. The Funds have instead provided as Appendix A, the complete revised investment strategy disclosure for each Fund, marked against the Funds’ the 485(a) filing. In each response, the August 11, 2023 Funds have identified when disclosure has been revised in response to a Staff comment, or where the Funds have respectfully declined to amend disclosure in response to a Staff comment. 2 August 11, 2023 I. PROSPECTUS COMMENTS Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund Cover Page 1. Comment: Please explain supplementally, with respect to each Fund, if each of the share classes identified as “not currently offered” will be offered at the close of the reorganization of each of the Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a series of Professionally Managed Portfolios, with and into Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund, each a newly organized series of the Trust (the “Reorganization”). Please supplementally explain any plans for launching each class identified as “not currently offered.” Response: In connection with the Reorganization, the Trust intends to offer Institutional Class and Investor Class shares of the Trillium ESG Global Equity Fund and Institutional Class shares of the Trillium ESG Small/Mid Cap Fund at the closing of the Reorganization. Other share classes will be offered at a later time following the closing of the Reorganization as deemed appropriate and in light of circumstances including market demand. General 2. Comment: Please explain supplementally if either of the Funds is subject to a manager of managers orders? Response: Neither of the Funds is currently subject to a manager of managers order. Fund Summary 3. Comment: Please provide the Staff with the Funds’ completed Fees and Expenses table and expense examples prior to the effective date of the Registration Statement. Response: The Fund’s completed annual fund operating expenses tables and expense examples are set forth in Appendix B to this letter. 4. Comment: Please consider removing the “Shareholder Fees” reference section from the fee tables if neither Fund is subject to shareholder fees. 3 August 11, 2023 Response: The Funds respectfully decline to make the requested change at this time as the table accurately states the shareholder fees that shareholders will bear and the format of the disclosure is consistent with Form N-1A. 5. Comment: Footnote 1 to the Funds’ fee tables states that “Other Expenses have been adjusted from amounts incurred during the [Funds’] most recent fiscal year to reflect estimated current expenses.” Please confirm supplementally whether the estimated current expenses include any anticipated costs/expenses related to the reorganization? If included, and such costs/expenses equal or exceed 0.01% of the value of an investment in a Fund please include a separate line item breaking out these costs/expenses. Response: As disclosed in Form N-14 relating to the Reorganization, the Funds will not bear any fees or expenses in connection with the Reorganization as the Funds’ adviser, JOHCM (USA) Inc (the “Adviser”), will pay for all such fees and expenses. The Funds will bear (i) the costs of buying and selling portfolio securities necessary to effect the Reorganization, (ii) taxes on capital gains that may be realized as a result of selling portfolio securities necessary to effect the Reorganization; and (iii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the Funds. These fees and expenses are expected to be zero or otherwise de minimis with respect to the Trillium ESG Small/Mid Cap Fund and de minimis with respect to the Trillium Global Equity Fund. In addition, none of these expenses will be subject to the Funds’ contractual expense waivers or recoupment. Accordingly, the Funds believe the current disclosure in the fee table and Footnote 1 is accurate and no additional revisions are necessary. 6. Comment: Footnote 2 of the Funds’ fee tables states “JOHCM USA has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) . . .” Please explain supplementally which reorganization related expenses that may be borne by a Fund are excluded from the Fund’s fee waiver, considering the exclusions as stated in footnote 2, and may be subject to recapture. If they are subject to recapture, please consider disclosing in footnote 2. Response: As noted above in response to Comment 5, the Funds will not bear any fees and expenses in connection with the Reorganization. The restatement of the exclusions in footnote 2 is factually correct and matches those items marked as excluded from the Fee Waiver and Expense Reimbursement in Section 1 of the Fund’s Expense Limitation Agreement. The Funds therefore respectfully decline to revise this disclosure. 7. Comment: If applicable, please describe under what circumstances a Fund can terminate the contractual expense limitation. 4 August 11, 2023 Response: The expense limitation with respect to a Fund and its share classes shall be effective for the period set forth in the Registration Statement, which may be amended to shorten such period only by the Board of Trustees of the Trust. All other provisions of the expense limitation shall continue from time to time unless terminated by the Trust or the Adviser upon written notice. The Funds believe the current disclosure is accurate as stated and no additional revisions are necessary. Trillium ESG Global Equity Fund Principal Investment Strategies – Fund Summary 8. Comment: Please revise the disclosure to clarify how the Fund’s investments in depositary receipts, participatory notes and any other indirect investments will be characterized for purposes of the Fund’s 80% investment policy. Response: Throughout this comment response letter, new language denoted by underline and deletions by strikethrough). In response to the Staff’s comment, the disclosure will be revised to remove references to participatory notes and clarify that: “Depositary receipts and other investments intended to achieve investment exposure to equities indirectly will be counted towards the Fund’s 80% investment policy.” 9. Comment: Please amend the disclosure to clarify the specific ESG criteria that must be met for an investment to count toward the Fund’s stated 80% investment policy. Response: The disclosure will be revised to specify that: “For purposes of its 80% investment policy, the equity securities that meet Trillium’s ESG criteria are those that satisfy Trillium’s proprietary fundamental and ESG analysis and screening described below under ‘Portfolio Analysis and Construction’ and ‘ESG Considerations and Active Ownership.’” 10. Comment: The Staff notes that participatory notes are referenced in the principal investment strategy disclosure and lack corresponding principal risk disclosure. If participatory notes are a principal investment strategy of the Fund please include a principal risk for participatory notes in both the Item 4 Fund Summary Section and Item 9 disclosure under Form N-1A. Please also amend the strategy disclosure to include additional detail on the Fund’s strategic use of participatory notes. If not a principal investment strategy, consider removing references to participatory notes from the principal investment strategy disclosure. 5 August 11, 2023 Response: Investment in participatory notes is not a principal investment strategy of the Fund. Accordingly, and in response to the Staff’s comment, references to participatory notes will be removed from the Fund’s principal investment strategy disclosure. 11. Comment: The Fund states that the “[i]n its selection process, of the three ESG components, the portfolio managers typically emphasize “Environmental” factors, such as ecological limits, environmental stewardship and environmental strategies for the Fund.” Please amend the disclosure to clarify how the portfolio managers typically emphasize environmental factors compared to social and governance factors and whether consideration of environmental factors typically outweigh or can override consideration of social and governance factors, when conducting investment analysis. Response: The Fund will amend the investment strategy disclosure to reflect its current approach to the relative prioritization of “E”, “S” and “G” factors. Please see the revised disclosure as shown marked in Appendix A in the section titled “Portfolio Analysis and Construction.” 12. Comment: Please amend the Fund’s strategy disclosure to clarify and define what the Fund considers as “Environmental”, “Social” and “Governance” factors used in making investment decisions. Please amend the disclosure to clarify what the terms “ecological limits”, “environmental stewardship” and “environmental strategies” mean in the context of Environmental Factors. Response: The Fund will amend the investment strategy disclosure to clarify the “Environmental”, “Social” and “Governance” factors used in making investment decisions. Please see the revised disclosure as shown marked in Appendix A in the section titled “Portfolio Analysis and Construction.” 13. Comment: The Fund states that in valuing a company, Trillium Asset Management (“Trillium” or the “Subadviser”) considers “traditional analysis of the company’s stock price, balance sheet and debt service.” Please amend the disclosure to clarify the meaning of “traditional analysis.” Response: In response to the Staff’s comment, the Fund will amend the investment strategy disclosure to remove reference to “traditional analysis,” and replace with “fundamental analysis.” The Fund will also amend the investment strategy disclosure to clarify the meaning of “fundamental analysis.” Please see the revised disclosure as shown marked in Appendix A. 14. Comment: The Fund states “[t]he portfolio managers monitor the portfolio closely in an effort to assure prudent diversification based on exposure to a variety of economic trends and 6 August 11, 2023 investment themes.” Please amend the disclosure to identify specific economic trends and investment themes. Response: In response to the Staff’s comment, the Fund will amend the investment strategy disclosure to remove reference to “economic trends” and “investment themes.” Please see the revised disclosure as shown marked in Appendix A in the section titled Portfolio Analysis and Construction”, which includes updated disclosure regarding the Fund’s investment allocations and exposures, risk mitigation considerations relating to portfolio construction. The Fund’s Item 9 investment strategy disclosure has also been amended to add further disclosure regarding the Fund’s allocations across economic sectors, countries or regions, and company size. 15. Comment: The Staff notes that the Fund’s investment strategy describes in detail those industries and business activities that the Fund avoids or excludes from investment. The Staff, however, requests the disclosure be amended to add further detail as to how the Subadviser constructs the universe of potential or permitted investments and determines to avoid or exclude particular types of investments in the context of weighting ESG factors. Please explain this selection process in greater detail, while noting how the Subadviser prioritizes impact versus returns. Response: The Fund will amend the investment strategy disclosure to clarify the Fund’s permitted investment universe, the application of quantitative and qualitative screening, as well as the relationship of impact and investment returns. The Fund will also add disclosure regarding its exclusionary screening process. Please see the revised disclosures as shown marked in Appendix A. 16. Comment: The Fund states “[a]lthough the Fund did not invest significantly in derivatives instruments as of the most recent fiscal year end, it may engage in certain currency and interest rate hedging transactions at any time.” Please explain supplementally whether the derivatives strategy, and specifically the interest rate and hedging strategies used, are principal to the achievement of the Fund’s investment objective? If so please amend the disclosure to clarify how these strategies function and when they apply. Response: The Fund will amend the disclosure as follows: “Although the Fund did not invest significantly in derivatives instruments as of the most recent fiscal year end, it may engage in certain currency and interest rate hedging transactions at any time.” The Fund confirms that use of derivatives is not principal to the achievement of the Fund’s investment objective, and that the Fund intends to use derivative instruments only for hedging, for the purposes of efficient portfolio management. 17. Comment: Please add principal risk disclosures specific to the following investment instruments and techniques that are described in the principal investment strategies: initial public 7 August 11, 2023 offerings, depositary receipts, and participatory notes. Please summarize the relevant risks in the Fund