Correspondence 0001193125-25-013438 from Perpetual Americas Funds Trust (CIK 0001830437)
Perpetual Americas Funds Trust (CIK 0001830437)
Date: Jan. 27, 2025 · CIK: 0001830437 · Accession: 0001193125-25-013438
AI Filing Summary & Sentiment
File numbers found in text: 333-249784, 811-23615
Letter
VIA EDGAR Securities and Exchange Commission Attn: Ms. Ashley Vroman-Lee Re: Perpetual Americas Funds Trust Registration Statement on Form N-1A (File Numbers: 333-249784; 811-23615)
Dear Ms. Vroman-Lee
I am writing on behalf of Perpetual Americas Funds Trust (the “Trust”) to respond to comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) on the Trust’s Post-Effective Amendment (“PEA”) No. 27 (the “PAFT 485(a) Amendment”) to the above-referenced Registration Statement on Form N-1A, filed with the Commission on November 29, 2024, pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”). The PAFT 485(a) Amendment was filed as part of the annual update process for each series of the Trust (each a “Fund”, and collectively the Funds”).1
On January 3, 2025, the Staff provided comments regarding the PAFT 485(a) Amendment by telephone to George Raine, Angela Jaimes and myself of Ropes & Gray LLP, counsel to the Trust. Summaries of the comments and the Trust’s responses are set forth below. To the extent applicable, the responses below will be reflected in PEA No. 28 (the “PAFT 485(b) Amendment”) to the Trust’s Registration Statement, which will be filed with an effective date of February 1, 2025, pursuant to Rule 485(b) under the Securities Act. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. Existing disclosures below that have been revised are reflected, as applicable, with new language denoted by underline and deletions by strikethrough. Any references to a prospectus herein denote the prospectus in the relevant amendment, or the prospectuses in both amendments, as the context may dictate. The Staff has asked that its comments be applied globally. Consistent with your request, in cases where the Staff made reference to a particular Fund in providing its comments, the Trust has prepared a response with respect to each series of the Trust
1 Regnan Global Equity Impact Solutions is expected to liquidate prior to the filing of the PAFT 485(b) Amendment pursuant to an effective plan of liquidation and termination that has been approved by the Board of Trustees. Accordingly, unless context dictates otherwise, the below responses referencing “each Fund” or the “Funds” do not apply to Regnan Global Equity Impact Solutions.
- 2 -
January 27, 2025
to which the comment reasonably applies to notwithstanding the mention of a particular Fund name in the Staff’s comment.
GLOBAL COMMENTS
1. Comment: In your correspondence filing, please include completed fee tables. In the “Fees and Expenses of the Fund” table of the Fund Summary for certain of the Funds, the Staff notes that there are brackets in place of the dates through which fee waivers and/or expense limitation arrangements will extend for each of the applicable Funds. Please populate omitted or bracketed information with relevant dates and confirm that such dates are through at least one calendar year from the date of filing of the PAFT 485(b) Amendment.
Response: Each of the Fund’s completed fee tables along with accompanying footnotes disclosing fee waivers and reimbursements are appended as Appendix A to this letter. Each Fund’s fee waiver and reimbursement will extend for at least one year after the effective date of the PAFT 485(b) Amendment.
2. Comment: Please revise the fee waiver footnote to definitively state that the fee waiver can only be terminated by the Board of Trustees during its term.
Response: The Trust notes that shareholders may, however unlikely, vote to terminate the agreement to waive fees and reimburse expenses. Accordingly, the Trust believes the current formulation of the fee waiver footnote is accurate and avoids unnecessary complications, and respectfully declines to make the requested change.
3. Comment: The Staff notes that the “Example” section of the Fund Summary should include the below language required under Item 3 of Form N-1A.
“The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher.”
Response: The Trust confirms that the Funds do not impose a sales charge (load) on any class of shares, and therefore, references to sales charges are excluded from Fund Summary disclosures.
4. Comment: Please disclose in each Fund Summary if portfolio managers are jointly and primarily responsible for day-to-day management of the Fund.
Response: The Trust confirms that the portfolio managers listed in the Fund Summary and the “Portfolio Management” subsection of the prospectus are primarily responsible for day-to-day management of the applicable Fund(s). The Trust believes that the current disclosure
- 3 -
January 27, 2025
is appropriate and compliant with Items 5(b) and 10(a)(2) of Form N-1A, but will incorporate language in the “Portfolio Management” subsection to make clear that the listed portfolio manager(s) are “primarily responsible for the day-to-day management of the respective Fund’s portfolio.”
5. Comment: Please supplementally confirm that no private funds were directly merged into the Funds.
Response: The Trust confirms that no private funds were merged into any series of the Trust. Each predecessor fund referenced in the Trust’s registration statement was a mutual fund registered under the Investment Company Act of 1940 (the “1940 Act”). As disclosed in the PAFT 485(a) Amendment, certain Funds sub-advised by Barrow, Hanley, Mewhinney & Strauss LLC (“Barrow Hanley”) had predecessor funds that were themselves successors to private funds managed by Barrow Hanley. Reorganizations of these private funds into the predecessor funds predated the reorganizations of the predecessor funds into the Trust.
PAST PERFORMANCE GLOBAL COMMENTS
6. Comment: To the extent that a Fund directly acquired a private fund, please disclose that the predecessor Account’s objectives, policies, guidelines and restrictions are, in all material respects, equivalent to the Fund’s.
Response: Please see our response to Comment 5 above. No series of the Trust directly acquired a private fund.
7. Comment: For any Fund that has acquired a private fund as a result of a direct merger, the heading should state that the performance is that of the fund; it should not state that it is the performance of a predecessor fund. Instead, the fund should state in the narrative that the performance shown is that of a predecessor Account, which was not subject to the same restrictions applicable to investment companies, and disclose the date when the predecessor Account transferred its assets to the fund.
Response: Please see our responses to Comments 5 and 6 above.
8. Comment: Any Fund that has directly acquired a private fund may be unable to compute standardized after-tax returns for the predecessor for periods prior to registration because of different tax treatment for those years. Such funds may include in the summary prospectus and risk/return summary standardized after-tax returns for the post-registration period only, provided that the fund also includes standardized before-tax returns for the post-registration period.
Response: Please see our responses to Comments 5 and 6 above.
9. Comment: Fees/Expenses. To the extent a Fund has directly acquired a private predecessor fund, the prior performance of the predecessor Account must be adjusted to reflect the
- 4 -
January 27, 2025
maximum sales load of the fund or each class of the fund if a multi-class fund. The prior performance of the predecessor Account may use either the gross fees/expenses, i.e., before waivers and/or reimbursements, incurred by the Account; or make a one-time adjustment for the fund’s gross fees/expenses, i.e., before waivers and/or reimbursements. If the adjusted fees/expenses are less than the gross fees/expenses of the Account, the adjustment would not be permitted. In either case, because the fund as a whole is adopting the predecessor’s performance as its own, the average annual total return table should reflect the prior performance for each share class of the fund, and not just the share class receiving the assets from the predecessor Account.
Response: Please see our responses to Comments 5 and 6 above.
10. Comment: With respect to any Fund that has directly acquired a private fund, please provide the following information supplementally in correspondence.
a. Describe the background of the predecessor Account, including information about when and why the predecessor Account was created. If the response indicates that the Account was created solely for purposes of establishing a performance record, the performance should not be presented.
Response: Please see our responses to Comments 5 and 6 above.
b. State that the adviser for the fund was the adviser for the predecessor Account for the entire performance period shown. Also, state whether the adviser managed any other Accounts that were materially equivalent to the fund. Were these other Accounts converted to registered companies, and if not, why not? Please explain why the predecessor Account was chosen to be registered and if any other materially equivalent Account had lower performance as compared with the predecessor Account. The response should be reviewed to determine that an Account was not chosen to be converted to a registered investment company solely because it had the highest performance. State whether the predecessor Account transferred substantially all its portfolio securities or whether the predecessor Account transferred only a portion of its assets to the newly registered fund.
Response: Please see our responses to Comments 5 and 6 above.
c. State whether the adviser believes that the predecessor Account could have complied with Subchapter M of the Internal Revenue Code.
Response: Please see our responses to Comments 5 and 6 above.
d. Describe supplementally whether the predecessor Account made any investment strategy changes to the Account within a one year period prior to the date the
- 5 -
January 27, 2025
registration statement was filed and whether such changes were made in anticipation of the conversion to a registered investment company. In addition, please discuss any variation in the level of assets (e.g., via redemptions, transfers of assets to another person or fund, cash infusions) of the predecessor Account within a one year period prior to the date the registration statement was filed. If any investors in the predecessor Account redeemed out of the predecessor Account within a one year of this date, please describe whether such investors were able to invest in an Account with substantially similar investment strategies to that of the predecessor Account.
Response: Please see our responses to Comments 5 and 6 above.
GLOBAL COMMENTS RELATED TO ESG FUNDS
11. Comment: Where ESG is included in a Fund’s name but not already included in its investment objective, please either include ESG in the investment objective or explain in your correspondence filing why it is not included.
Response: The Trust has reviewed the relevant regulatory guidance for registration of ESG impact funds, including the EXAMS Risk Alert on ESG2, OIEA Investor Bulletin on ESG Investing3, Chair/Commissioner Statements on ESG4 and AMAC ESG Subcommittee5 recommendations. The Trust notes that the Barrow Hanley Concentrated Emerging Markets ESG Opportunities Fund is not an “impact fund” as that term is defined in the proposed ESG disclosure rule6 (the “Proposed ESG Rule”). Further, while the Fund has “ESG” in its name, the objective of the Fund is not specifically to achieve any “ESG” outcome, much as the objective is not to achieve any “emerging market” outcome, despite that term also being in the Fund’s name. “ESG” refers to types of investment the Fund makes, rather than to its objective in making those investments. For the foregoing reasons, the Trust believes that the current disclosure is appropriate and compliant with Form N-1A, Rule 35d-1 and is consistent with the Staff’s guidance in that
2 Division of Examinations, The Division of Examinations’ Review of ESG Investing (Apr. 9, 2021).
3 Office of Investor Education and Advocacy, Environmental, Social and Governance (ESG) Funds – Investor Bulletin (Feb. 26, 2021).
4 Commissioner Hester M. Peirce, Statement on Environmental, Social, and Governance Disclosures for Investment Advisers and Investment Companies (May 25, 2022).
U.S. Securities and Exchange Commission: Asset Management Advisory Committee, Recommendations for ESG (July 7, 2021). The Trust notes that in the July 7, 2021 AMAC ESG Subcommittee recommendations, the Subcommittee made clear that it had “concluded it was premature to broadly recommend specific mandated disclosure of material ESG matters through SEC rulemaking or required adoption of third-party standards.”
6 Securities and Exchange Commission, Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, Social, and Governance Investment Practices, Release No. IA-6034; IC-34594 (May 25, 2022).
- 6 -
January 27, 2025
the information is not incomplete, inaccurate, or misleading and does not impede understanding of required information.
The Trust further notes that the series of the Trust sub-advised by Trillium Asset Management, LLC (“Trillium”) (the “Trillium Funds”) may be categorized as “impact funds” under the Proposed ESG Rule and each Trillium Fund does include elements relating to ESG in its investment objective.
The Staff has kindly furnished the above referenced guidance to support comments related to ESG disclosure. The Trust notes that many of the ESG-related comments received for the PAFT 485(a) Amendment reflect guidance in the Proposed ESG Rule. In the absence of an adopted rule, the Trust believes the inherently complex nature of any such additional disclosure would run the risk of causing undue confusion to investors. In the event the Proposed ESG Rule is ultimately adopted, the Trust will further review its approach to compliance with Form N-1A for “impact funds” and/or Funds incorporating ESG criteria in their investment processes.
12. Comment: Please supplementally explain what criteria “the Adviser’s own internal analysis” and “information provided by third party data analytics service providers” will include to determine that a company is economically tied to a certain country.
Response: The “Location of Issuers” sub-section within the “More Information about Investment Strategies Related to the Funds” section on p. 67 of the Prospectuses will be revised as follows in response to this comment (deleted language denoted by strikethrough and new language denoted by underline):
A number of the Funds’ policies are determined by reference to whether an issuer is “located in” a particular country or group of countries or whether the issuer is located outside the U.S. more generally. Being “located in” a particular country reflects a judgment that an issuer is economically tied to that country, and in determining where an issuer is located for these purposes the Adviser will consider a number of factors, including but not limited to:
•
the markets in which the issuer’s securities are principally traded;
•
where the issuer’s headquarters, principal offices, or operations are located;
•
where the issuer is organized; and
- 7 -
January 27, 2025
•
the percentage of the issuer’s revenues or profits deriv
Show Raw Text
CORRESP 1 filename1.htm CORRESP ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM January 27, 2025 Tyler J. DiBrino T +1 617-854-2203 tyler.dibrino@ropesgray.com VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Ashley Vroman-Lee Re: Perpetual Americas Funds Trust Registration Statement on Form N-1A (File Numbers: 333-249784; 811-23615) Dear Ms. Vroman-Lee I am writing on behalf of Perpetual Americas Funds Trust (the “Trust”) to respond to comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) on the Trust’s Post-Effective Amendment (“PEA”) No. 27 (the “PAFT 485(a) Amendment”) to the above-referenced Registration Statement on Form N-1A, filed with the Commission on November 29, 2024, pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”). The PAFT 485(a) Amendment was filed as part of the annual update process for each series of the Trust (each a “Fund”, and collectively the Funds”).1 On January 3, 2025, the Staff provided comments regarding the PAFT 485(a) Amendment by telephone to George Raine, Angela Jaimes and myself of Ropes & Gray LLP, counsel to the Trust. Summaries of the comments and the Trust’s responses are set forth below. To the extent applicable, the responses below will be reflected in PEA No. 28 (the “PAFT 485(b) Amendment”) to the Trust’s Registration Statement, which will be filed with an effective date of February 1, 2025, pursuant to Rule 485(b) under the Securities Act. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. Existing disclosures below that have been revised are reflected, as applicable, with new language denoted by underline and deletions by strikethrough. Any references to a prospectus herein denote the prospectus in the relevant amendment, or the prospectuses in both amendments, as the context may dictate. The Staff has asked that its comments be applied globally. Consistent with your request, in cases where the Staff made reference to a particular Fund in providing its comments, the Trust has prepared a response with respect to each series of the Trust 1 Regnan Global Equity Impact Solutions is expected to liquidate prior to the filing of the PAFT 485(b) Amendment pursuant to an effective plan of liquidation and termination that has been approved by the Board of Trustees. Accordingly, unless context dictates otherwise, the below responses referencing “each Fund” or the “Funds” do not apply to Regnan Global Equity Impact Solutions. - 2 - January 27, 2025 to which the comment reasonably applies to notwithstanding the mention of a particular Fund name in the Staff’s comment. GLOBAL COMMENTS 1. Comment: In your correspondence filing, please include completed fee tables. In the “Fees and Expenses of the Fund” table of the Fund Summary for certain of the Funds, the Staff notes that there are brackets in place of the dates through which fee waivers and/or expense limitation arrangements will extend for each of the applicable Funds. Please populate omitted or bracketed information with relevant dates and confirm that such dates are through at least one calendar year from the date of filing of the PAFT 485(b) Amendment. Response: Each of the Fund’s completed fee tables along with accompanying footnotes disclosing fee waivers and reimbursements are appended as Appendix A to this letter. Each Fund’s fee waiver and reimbursement will extend for at least one year after the effective date of the PAFT 485(b) Amendment. 2. Comment: Please revise the fee waiver footnote to definitively state that the fee waiver can only be terminated by the Board of Trustees during its term. Response: The Trust notes that shareholders may, however unlikely, vote to terminate the agreement to waive fees and reimburse expenses. Accordingly, the Trust believes the current formulation of the fee waiver footnote is accurate and avoids unnecessary complications, and respectfully declines to make the requested change. 3. Comment: The Staff notes that the “Example” section of the Fund Summary should include the below language required under Item 3 of Form N-1A. “The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher.” Response: The Trust confirms that the Funds do not impose a sales charge (load) on any class of shares, and therefore, references to sales charges are excluded from Fund Summary disclosures. 4. Comment: Please disclose in each Fund Summary if portfolio managers are jointly and primarily responsible for day-to-day management of the Fund. Response: The Trust confirms that the portfolio managers listed in the Fund Summary and the “Portfolio Management” subsection of the prospectus are primarily responsible for day-to-day management of the applicable Fund(s). The Trust believes that the current disclosure - 3 - January 27, 2025 is appropriate and compliant with Items 5(b) and 10(a)(2) of Form N-1A, but will incorporate language in the “Portfolio Management” subsection to make clear that the listed portfolio manager(s) are “primarily responsible for the day-to-day management of the respective Fund’s portfolio.” 5. Comment: Please supplementally confirm that no private funds were directly merged into the Funds. Response: The Trust confirms that no private funds were merged into any series of the Trust. Each predecessor fund referenced in the Trust’s registration statement was a mutual fund registered under the Investment Company Act of 1940 (the “1940 Act”). As disclosed in the PAFT 485(a) Amendment, certain Funds sub-advised by Barrow, Hanley, Mewhinney & Strauss LLC (“Barrow Hanley”) had predecessor funds that were themselves successors to private funds managed by Barrow Hanley. Reorganizations of these private funds into the predecessor funds predated the reorganizations of the predecessor funds into the Trust. PAST PERFORMANCE GLOBAL COMMENTS 6. Comment: To the extent that a Fund directly acquired a private fund, please disclose that the predecessor Account’s objectives, policies, guidelines and restrictions are, in all material respects, equivalent to the Fund’s. Response: Please see our response to Comment 5 above. No series of the Trust directly acquired a private fund. 7. Comment: For any Fund that has acquired a private fund as a result of a direct merger, the heading should state that the performance is that of the fund; it should not state that it is the performance of a predecessor fund. Instead, the fund should state in the narrative that the performance shown is that of a predecessor Account, which was not subject to the same restrictions applicable to investment companies, and disclose the date when the predecessor Account transferred its assets to the fund. Response: Please see our responses to Comments 5 and 6 above. 8. Comment: Any Fund that has directly acquired a private fund may be unable to compute standardized after-tax returns for the predecessor for periods prior to registration because of different tax treatment for those years. Such funds may include in the summary prospectus and risk/return summary standardized after-tax returns for the post-registration period only, provided that the fund also includes standardized before-tax returns for the post-registration period. Response: Please see our responses to Comments 5 and 6 above. 9. Comment: Fees/Expenses. To the extent a Fund has directly acquired a private predecessor fund, the prior performance of the predecessor Account must be adjusted to reflect the - 4 - January 27, 2025 maximum sales load of the fund or each class of the fund if a multi-class fund. The prior performance of the predecessor Account may use either the gross fees/expenses, i.e., before waivers and/or reimbursements, incurred by the Account; or make a one-time adjustment for the fund’s gross fees/expenses, i.e., before waivers and/or reimbursements. If the adjusted fees/expenses are less than the gross fees/expenses of the Account, the adjustment would not be permitted. In either case, because the fund as a whole is adopting the predecessor’s performance as its own, the average annual total return table should reflect the prior performance for each share class of the fund, and not just the share class receiving the assets from the predecessor Account. Response: Please see our responses to Comments 5 and 6 above. 10. Comment: With respect to any Fund that has directly acquired a private fund, please provide the following information supplementally in correspondence. a. Describe the background of the predecessor Account, including information about when and why the predecessor Account was created. If the response indicates that the Account was created solely for purposes of establishing a performance record, the performance should not be presented. Response: Please see our responses to Comments 5 and 6 above. b. State that the adviser for the fund was the adviser for the predecessor Account for the entire performance period shown. Also, state whether the adviser managed any other Accounts that were materially equivalent to the fund. Were these other Accounts converted to registered companies, and if not, why not? Please explain why the predecessor Account was chosen to be registered and if any other materially equivalent Account had lower performance as compared with the predecessor Account. The response should be reviewed to determine that an Account was not chosen to be converted to a registered investment company solely because it had the highest performance. State whether the predecessor Account transferred substantially all its portfolio securities or whether the predecessor Account transferred only a portion of its assets to the newly registered fund. Response: Please see our responses to Comments 5 and 6 above. c. State whether the adviser believes that the predecessor Account could have complied with Subchapter M of the Internal Revenue Code. Response: Please see our responses to Comments 5 and 6 above. d. Describe supplementally whether the predecessor Account made any investment strategy changes to the Account within a one year period prior to the date the - 5 - January 27, 2025 registration statement was filed and whether such changes were made in anticipation of the conversion to a registered investment company. In addition, please discuss any variation in the level of assets (e.g., via redemptions, transfers of assets to another person or fund, cash infusions) of the predecessor Account within a one year period prior to the date the registration statement was filed. If any investors in the predecessor Account redeemed out of the predecessor Account within a one year of this date, please describe whether such investors were able to invest in an Account with substantially similar investment strategies to that of the predecessor Account. Response: Please see our responses to Comments 5 and 6 above. GLOBAL COMMENTS RELATED TO ESG FUNDS 11. Comment: Where ESG is included in a Fund’s name but not already included in its investment objective, please either include ESG in the investment objective or explain in your correspondence filing why it is not included. Response: The Trust has reviewed the relevant regulatory guidance for registration of ESG impact funds, including the EXAMS Risk Alert on ESG2, OIEA Investor Bulletin on ESG Investing3, Chair/Commissioner Statements on ESG4 and AMAC ESG Subcommittee5 recommendations. The Trust notes that the Barrow Hanley Concentrated Emerging Markets ESG Opportunities Fund is not an “impact fund” as that term is defined in the proposed ESG disclosure rule6 (the “Proposed ESG Rule”). Further, while the Fund has “ESG” in its name, the objective of the Fund is not specifically to achieve any “ESG” outcome, much as the objective is not to achieve any “emerging market” outcome, despite that term also being in the Fund’s name. “ESG” refers to types of investment the Fund makes, rather than to its objective in making those investments. For the foregoing reasons, the Trust believes that the current disclosure is appropriate and compliant with Form N-1A, Rule 35d-1 and is consistent with the Staff’s guidance in that 2 Division of Examinations, The Division of Examinations’ Review of ESG Investing (Apr. 9, 2021). 3 Office of Investor Education and Advocacy, Environmental, Social and Governance (ESG) Funds – Investor Bulletin (Feb. 26, 2021). 4 Commissioner Hester M. Peirce, Statement on Environmental, Social, and Governance Disclosures for Investment Advisers and Investment Companies (May 25, 2022). 5 U.S. Securities and Exchange Commission: Asset Management Advisory Committee, Recommendations for ESG (July 7, 2021). The Trust notes that in the July 7, 2021 AMAC ESG Subcommittee recommendations, the Subcommittee made clear that it had “concluded it was premature to broadly recommend specific mandated disclosure of material ESG matters through SEC rulemaking or required adoption of third-party standards.” 6 Securities and Exchange Commission, Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, Social, and Governance Investment Practices, Release No. IA-6034; IC-34594 (May 25, 2022). - 6 - January 27, 2025 the information is not incomplete, inaccurate, or misleading and does not impede understanding of required information. The Trust further notes that the series of the Trust sub-advised by Trillium Asset Management, LLC (“Trillium”) (the “Trillium Funds”) may be categorized as “impact funds” under the Proposed ESG Rule and each Trillium Fund does include elements relating to ESG in its investment objective. The Staff has kindly furnished the above referenced guidance to support comments related to ESG disclosure. The Trust notes that many of the ESG-related comments received for the PAFT 485(a) Amendment reflect guidance in the Proposed ESG Rule. In the absence of an adopted rule, the Trust believes the inherently complex nature of any such additional disclosure would run the risk of causing undue confusion to investors. In the event the Proposed ESG Rule is ultimately adopted, the Trust will further review its approach to compliance with Form N-1A for “impact funds” and/or Funds incorporating ESG criteria in their investment processes. 12. Comment: Please supplementally explain what criteria “the Adviser’s own internal analysis” and “information provided by third party data analytics service providers” will include to determine that a company is economically tied to a certain country. Response: The “Location of Issuers” sub-section within the “More Information about Investment Strategies Related to the Funds” section on p. 67 of the Prospectuses will be revised as follows in response to this comment (deleted language denoted by strikethrough and new language denoted by underline): A number of the Funds’ policies are determined by reference to whether an issuer is “located in” a particular country or group of countries or whether the issuer is located outside the U.S. more generally. Being “located in” a particular country reflects a judgment that an issuer is economically tied to that country, and in determining where an issuer is located for these purposes the Adviser will consider a number of factors, including but not limited to: • the markets in which the issuer’s securities are principally traded; • where the issuer’s headquarters, principal offices, or operations are located; • where the issuer is organized; and - 7 - January 27, 2025 • the percentage of the issuer’s revenues or profits deriv