Correspondence 0001193125-24-197889 from Harbor ETF Trust (CIK 0001860434)
Harbor ETF Trust (CIK 0001860434)
Date: Aug. 9, 2024 · CIK: 0001860434 · Accession: 0001193125-24-197889
AI Filing Summary & Sentiment
File numbers found in text: 333-255884, 811-23661
Letter
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
+1 617 728 7100 Main
+1 617 426 6567 Fax
www.dechert.com
STEPHANIE CAPISTRON
stephanie.capistron@dechert.com
+1 617 728 7127 Direct
+1 617 275 8364 Fax
August 9, 2024
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Harbor ETF Trust (the “Registrant”)
Post-Effective Amendment No. 52
File Nos. 333-255884; 811-23661
Ladies and Gentlemen:
This correspondence is being filed for the purpose of responding to comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by Ms. Rebecca Marquigny of the Division of Investment Management with respect to Post-Effective Amendment (“PEA”) No. 52 to the Registrant’s registration statement on Form N-1A.
PEA No. 52 was filed for the purpose of registering shares of Harbor Active Small Cap ETF (the “Fund”), a new series of the Registrant.
Set forth below are the Staff’s verbal comments together with the Registrant’s responses. Terms used but not defined herein have the same meaning as in PEA No. 52.
COMMENT 1:
(Prospectus – Fee Table)
Please provide the completed fee table and expense example in sufficient time for the Staff to review before the next filing.
Response:
The Registrant has provided a completed fee table and expense example in Appendix A.
COMMENT 2:
(Prospectus – Fee Table)
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Supplementally, please confirm that the “Other Expenses” line item will reflect the excluded operating expenses noted in footnote 1 of the fee table unless they are under one basis point.
Response:
The Registrant confirms that expenses not covered by the Adviser under the unitary fee are not expected to equal or exceed one basis point.
COMMENT 3:
(Prospectus – Principal Investment Strategy)
Please clarify whether the Fund will continue to hold portfolio securities if they no longer meet the stated small cap definition due to either a shift in the capitalization of the portfolio security itself or because there is a shift in the range of the Russell 2000 Index.
Response:
The Registrant notes that whether a security is a “small cap” security for purposes of the Fund’s 80% policy is currently determined at the time of purchase and that the Fund may continue to hold securities if they no longer meet the stated small cap definition following the time of purchase. The Registrant has revised the disclosure to include the following:
“The Fund may continue to hold securities that no longer meet this definition following the time of purchase.”
The Registrant acknowledges that the SEC has adopted amendments to Rule 35d-1 that impact how a fund tests for compliance with its 80% test. The Registrant will consider appropriate updates to its processes in advance of the December 11, 2025 compliance date for these amendments.
COMMENT 4:
(Prospectus – Principal Investment Strategy)
The third paragraph of the Fund’s Principal Investment Strategy is jargon heavy and describes selection criteria in unclear, subjective, and/or relative terms (i.e. competitive, durable, sustainable, high). Explain jargon in terms that illustrate how the Subadvisor recognizes portfolio companies with these target characteristics.
Response:
Please see the revisions to the principal investment strategy set forth in Appendix B to this letter.
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Page
COMMENT 5:
(Prospectus – Principal Investment Strategy)
Please review and reconcile the third paragraph of the Fund’s Principal Investment Strategy and the subsequent bullet points identifying the Subadvisor’s selection tools and process (e.g. metrics, data, analytical methods, calculations, etc.). Additionally, where selection characteristics are stated in subjective, relative or similarly vague terms, please add clarifying language.
Response:
The Registrant respectfully notes that the Subadvisor employs an active, fundamental strategy and the specific metrics and time periods it analyzes will generally vary by company and industry. The Registrant believes that its disclosures are appropriate and consistent with those of other active managers engaged in fundamental analysis. Accordingly, while the Registrant has made certain revisions as set forth in Appendix B, the Registrant respectfully declines to make additional changes.
COMMENT 6:
(Prospectus – Principal Investment Strategy)
Please restate the following portion of the second bullet in the Principal Investment Strategy section in ordinary plain English: “management team’s ability to execute the company’s track record as stewards of capital.”
Response:
Please see the revisions to the principal investment strategy set forth in Appendix B to this letter.
COMMENT 7:
(Prospectus – Principal Investment Strategy)
Please add disclosure to address any portfolio construction parameters or constraints the Advisor will apply (e.g. foreign versus domestic, industry or sector focus, geographic focus, instruments such as derivatives). If the Fund will cap exposures to any particular sectors, locations, geographies, industries or types of instruments specifically identify the type of exposure and the related cap or range that will apply.
Response:
The Registrant confirms that the Fund does not intend to invest in foreign securities as a principal strategy. The Registrant has revised the disclosure
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to indicate that the Fund focuses its investments on U.S. small cap companies.
The Registrant further confirms that the Fund does not intend to invest in derivatives as a principal investment strategy. The Fund may invest in securities through initial public offerings and in real estate investment trusts and has added disclosure to Item 9.
The Registrant notes that the Fund does not intend to focus its investments in any particular sectors or industries. While the Subadvisor does apply certain internal limits to its sector exposures relative to the benchmark weight (along with internal limits on the maximum percentage investment in a particular issuer), the Registrant notes that these are internal limits only and not formal investment guidelines. As such, the Registrant believes that the current disclosure is appropriate and respectfully declines to add additional disclosure.
COMMENT 8:
(Prospectus – Principal Investment Strategy)
In the last paragraph of the Principal Investment Strategy section please explain the practical effect of the term “non-diversified” more concretely.
Response:
The Registrant has revised the last paragraph of the “Principal Investment Strategy” section to read as follows:
The Fund is non-diversified and may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would.
COMMENT 9:
(Prospectus – Principal Risks)
The Staff notes that the Item 9 Principal Risks only include three of the eleven Item 4 risks. Please ensure consistency across the Item 4 and Item 9 Principal Risk sections per Item 9(c) of Form N-1A.
Response:
The Registrant believes that the level of detail in the description of the Fund’s principal investment strategy in Items 4 and 9 is appropriate. The disclosure in Item 9 makes clear that the principal investment strategy and principal risks are disclosed in the Fund Summary section of the Prospectus
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Page
and then provides certain additional details regarding the principal investment strategy and principal risks.
COMMENT 10:
(Prospectus – Principal Risks)
Please provide independent Item 4 and Item 9 risk disclosures for each of the following, or explain why each is not a principal risk based on Fund strategy:
Proprietary Valuation Analysis Risk
ETF Structure Risk
New Subadvisor Risk
Industry Risk
Sector Risk
Foreign Investment Risk
Response:
The Registrant has addressed each disclosure as follows:
Proprietary Valuation Analysis Risk – The Registrant directs the Staff to the “Selection Risk” disclosure, which discusses Subadvisor judgment. In addition, the Registrant believes the risks associated with the Subadvisor’s judgment are covered more generally throughout other disclosure in the prospectus.
ETF Structure Risk – The Registrant directs the Staff to the “Authorized Participant Concentration/Trading Risk” and “Premium/Discount Risk.” In addition, the Registrant has added the following to “Authorized Participant Concentration/Trading Risk”:
“Trading in shares on the exchange may be halted due to market conditions or for reasons that, in the view of the exchange, make trading in shares inadvisable. In addition, trading in shares on the exchange is subject to trading halts caused by extraordinary market volatility pursuant to the relevant exchange’s “circuit breaker” rules. If a trading halt or unanticipated early close of the exchange occurs, a shareholder may be unable to purchase or sell shares of the Fund. There can be no assurance that requirements of the exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.”
August 9, 2024
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With respect to New Subadvisor Risk, the Registrant has added the following in the summary section:
“New Subadvisor Risk – The Subadvisor has not previously served as advisor or sub-advisor to an exchange-traded fund or other registered fund. Funds and their advisors and subadvisors are subject to restrictions and limitations imposed by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules thereunder, and the Internal Revenue Code, that do not apply to the Subadvisor’s management of other types of individual and institutional accounts. As a result, investors do not have a long-term track record of managing a fund from which to judge the Subadvisor, and the Subadvisor may not achieve the intended result in managing the fund.”
Industry Risk/Sector Risk – The Registrant confirms that these disclosures are not applicable given that the Fund does focus its investments in a particular industry or sector.
Foreign Investment Risk – The Registrant confirms that this disclosure is not applicable given that the Fund focuses on U.S. investments.
COMMENT 11A:
(Prospectus – Principal Risks)
Please revise the second to last sentence in the “Premium/Discount Risk” for clarity (in particular, to better explain Creation Units and differentiate retail investors from Authorized Participants).
Response:
The Registrant has removed the second to last sentence in the “Premium/Discount Risk.” The Registrant believes that such deletion is appropriate as the statement addressed how the particular risk is designed to be mitigated, rather than disclosing the risk itself.
COMMENT 11B:
(Prospectus – Principal Risks)
Please move the first sentence of the Cash Transactions Risk disclosure into the Principal Strategy section and modify the risk disclosure accordingly.
August 9, 2024
Page
Response:
The Registrant respectfully declines to include cash transactions disclosure in the Fund’s Principal Investment Strategy. The Registrant notes that this is a feature of the Fund’s creation and redemption process, rather than the investment strategy, and therefore the Registrant believes the disclosure is appropriately located.
COMMENT 11C:
(Prospectus – Principal Risks)
The last sentence in the “Selection Risk” disclosure states that “the Subadvisor and the Fund may need to obtain the exposure through less advantageous or indirect investments.” If the Fund will use indirect investments to obtain exposure to principal markets or holdings, please directly disclose this in the Principal Strategy section and, if not, consider removing the reference to “indirect investments” from the risk.
Response:
The Registrant confirms that the Fund will not use indirect investments to gain exposure to principal markets or holdings. Accordingly, the Registrant has removed the reference to indirect investments.
COMMENT 12:
(Prospectus – Performance)
Please revise the performance preamble to include a brief explanation of how the information when included will illustrate the variability of Fund returns pursuant to Form N-1A Item 4(b)(2)(i).
Response:
The Registrant has revised the preamble as follows (deletions strikethrough; new language underlined):
Because the Fund is newly organized and does not yet have a complete calendar year of performance history, the bar chart and total return tables are not provided, the Fund has no reportable performance history. Once the Fund has operated for at least one calendar year, a bar chart and performance table will be included in the prospectus to show the performance of the Fund. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance and an additional index. Please note that the Fund’s past performance (before and after taxes) is not
August 9, 2024
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necessarily an indication of how the Fund will perform in the future. To obtain performance information, please visit the Fund’s website at harborcapital.com or call 800-422-1050.
COMMENT 13:
(Prospectus – Additional Information about the Fund’s Investments
Please revise the header on page 4 to read “Additional Information about the Fund’s Principal Investments.”
Response:
The Registrant respectfully declines to revise this disclosure. The header also refers to non-principal investments such as temporary defensive positions and as such, the Registrant believes it is appropriate to leave the header as is.
COMMENT 14:
(Prospectus – Investment Objective)
If shareholders will receive advance notice of a change in the Fund’s investment objective, please disclose this.
Response:
The Registrant confirms that shareholders will be notified of changes to the Fund’s investment objective. The Registrant notes that Form N-1A requires disclosure of whether a fund’s investment objective may be changed without shareholder approval, but does not require disclosure of any notice requirement or notice period. For this reason, the Registrant respectfully declines to make any changes in response to this comment.
COMMENT 15:
(Prospectus – Principal Investments)
Item 4(a)(1) of Form N-1A calls for summarized strategy information “based on the information in response to Item 9(b).” Consequently, Principal Strategy disclosure is required in both places with the earlier strategy information summarizing the latter. Similarly, Item 4(b)(1) of Form N-1A calls for summarized risk information “based on the information given in response to Item 9(c).” Please add more detailed strategy and risk disclosure in Item 9 to comply with these Form N-1A requirements.
August 9, 2024
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Response:
As noted above, the Registrant believes that the level of detail in the description of the Fund’s principal investment strategy in Items 4 and 9 is appropriate. The disclosure in Item 9 makes clear that the principal investment strategy and principal risks are disclosed in the Fund Summary section of the Prospectus and then provides certain additional details regarding the principal investment strategy and principal risks.
COMMENT 16:
(Prospectus – Non-Principal Investments)
Please delete the word “unusual” in the section under “Tempor
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CORRESP 1 filename1.htm CORRESP One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com STEPHANIE CAPISTRON stephanie.capistron@dechert.com +1 617 728 7127 Direct +1 617 275 8364 Fax August 9, 2024 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Harbor ETF Trust (the “Registrant”) Post-Effective Amendment No. 52 File Nos. 333-255884; 811-23661 Ladies and Gentlemen: This correspondence is being filed for the purpose of responding to comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by Ms. Rebecca Marquigny of the Division of Investment Management with respect to Post-Effective Amendment (“PEA”) No. 52 to the Registrant’s registration statement on Form N-1A. PEA No. 52 was filed for the purpose of registering shares of Harbor Active Small Cap ETF (the “Fund”), a new series of the Registrant. Set forth below are the Staff’s verbal comments together with the Registrant’s responses. Terms used but not defined herein have the same meaning as in PEA No. 52. COMMENT 1: (Prospectus – Fee Table) Please provide the completed fee table and expense example in sufficient time for the Staff to review before the next filing. Response: The Registrant has provided a completed fee table and expense example in Appendix A. COMMENT 2: (Prospectus – Fee Table) August 9, 2024 Page 2 Supplementally, please confirm that the “Other Expenses” line item will reflect the excluded operating expenses noted in footnote 1 of the fee table unless they are under one basis point. Response: The Registrant confirms that expenses not covered by the Adviser under the unitary fee are not expected to equal or exceed one basis point. COMMENT 3: (Prospectus – Principal Investment Strategy) Please clarify whether the Fund will continue to hold portfolio securities if they no longer meet the stated small cap definition due to either a shift in the capitalization of the portfolio security itself or because there is a shift in the range of the Russell 2000 Index. Response: The Registrant notes that whether a security is a “small cap” security for purposes of the Fund’s 80% policy is currently determined at the time of purchase and that the Fund may continue to hold securities if they no longer meet the stated small cap definition following the time of purchase. The Registrant has revised the disclosure to include the following: “The Fund may continue to hold securities that no longer meet this definition following the time of purchase.” The Registrant acknowledges that the SEC has adopted amendments to Rule 35d-1 that impact how a fund tests for compliance with its 80% test. The Registrant will consider appropriate updates to its processes in advance of the December 11, 2025 compliance date for these amendments. COMMENT 4: (Prospectus – Principal Investment Strategy) The third paragraph of the Fund’s Principal Investment Strategy is jargon heavy and describes selection criteria in unclear, subjective, and/or relative terms (i.e. competitive, durable, sustainable, high). Explain jargon in terms that illustrate how the Subadvisor recognizes portfolio companies with these target characteristics. Response: Please see the revisions to the principal investment strategy set forth in Appendix B to this letter. August 9, 2024 Page 3 COMMENT 5: (Prospectus – Principal Investment Strategy) Please review and reconcile the third paragraph of the Fund’s Principal Investment Strategy and the subsequent bullet points identifying the Subadvisor’s selection tools and process (e.g. metrics, data, analytical methods, calculations, etc.). Additionally, where selection characteristics are stated in subjective, relative or similarly vague terms, please add clarifying language. Response: The Registrant respectfully notes that the Subadvisor employs an active, fundamental strategy and the specific metrics and time periods it analyzes will generally vary by company and industry. The Registrant believes that its disclosures are appropriate and consistent with those of other active managers engaged in fundamental analysis. Accordingly, while the Registrant has made certain revisions as set forth in Appendix B, the Registrant respectfully declines to make additional changes. COMMENT 6: (Prospectus – Principal Investment Strategy) Please restate the following portion of the second bullet in the Principal Investment Strategy section in ordinary plain English: “management team’s ability to execute the company’s track record as stewards of capital.” Response: Please see the revisions to the principal investment strategy set forth in Appendix B to this letter. COMMENT 7: (Prospectus – Principal Investment Strategy) Please add disclosure to address any portfolio construction parameters or constraints the Advisor will apply (e.g. foreign versus domestic, industry or sector focus, geographic focus, instruments such as derivatives). If the Fund will cap exposures to any particular sectors, locations, geographies, industries or types of instruments specifically identify the type of exposure and the related cap or range that will apply. Response: The Registrant confirms that the Fund does not intend to invest in foreign securities as a principal strategy. The Registrant has revised the disclosure August 9, 2024 Page 4 to indicate that the Fund focuses its investments on U.S. small cap companies. The Registrant further confirms that the Fund does not intend to invest in derivatives as a principal investment strategy. The Fund may invest in securities through initial public offerings and in real estate investment trusts and has added disclosure to Item 9. The Registrant notes that the Fund does not intend to focus its investments in any particular sectors or industries. While the Subadvisor does apply certain internal limits to its sector exposures relative to the benchmark weight (along with internal limits on the maximum percentage investment in a particular issuer), the Registrant notes that these are internal limits only and not formal investment guidelines. As such, the Registrant believes that the current disclosure is appropriate and respectfully declines to add additional disclosure. COMMENT 8: (Prospectus – Principal Investment Strategy) In the last paragraph of the Principal Investment Strategy section please explain the practical effect of the term “non-diversified” more concretely. Response: The Registrant has revised the last paragraph of the “Principal Investment Strategy” section to read as follows: The Fund is non-diversified and may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. COMMENT 9: (Prospectus – Principal Risks) The Staff notes that the Item 9 Principal Risks only include three of the eleven Item 4 risks. Please ensure consistency across the Item 4 and Item 9 Principal Risk sections per Item 9(c) of Form N-1A. Response: The Registrant believes that the level of detail in the description of the Fund’s principal investment strategy in Items 4 and 9 is appropriate. The disclosure in Item 9 makes clear that the principal investment strategy and principal risks are disclosed in the Fund Summary section of the Prospectus August 9, 2024 Page 5 and then provides certain additional details regarding the principal investment strategy and principal risks. COMMENT 10: (Prospectus – Principal Risks) Please provide independent Item 4 and Item 9 risk disclosures for each of the following, or explain why each is not a principal risk based on Fund strategy: Proprietary Valuation Analysis Risk ETF Structure Risk New Subadvisor Risk Industry Risk Sector Risk Foreign Investment Risk Response: The Registrant has addressed each disclosure as follows: Proprietary Valuation Analysis Risk – The Registrant directs the Staff to the “Selection Risk” disclosure, which discusses Subadvisor judgment. In addition, the Registrant believes the risks associated with the Subadvisor’s judgment are covered more generally throughout other disclosure in the prospectus. ETF Structure Risk – The Registrant directs the Staff to the “Authorized Participant Concentration/Trading Risk” and “Premium/Discount Risk.” In addition, the Registrant has added the following to “Authorized Participant Concentration/Trading Risk”: “Trading in shares on the exchange may be halted due to market conditions or for reasons that, in the view of the exchange, make trading in shares inadvisable. In addition, trading in shares on the exchange is subject to trading halts caused by extraordinary market volatility pursuant to the relevant exchange’s “circuit breaker” rules. If a trading halt or unanticipated early close of the exchange occurs, a shareholder may be unable to purchase or sell shares of the Fund. There can be no assurance that requirements of the exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.” August 9, 2024 Page 6 With respect to New Subadvisor Risk, the Registrant has added the following in the summary section: “New Subadvisor Risk – The Subadvisor has not previously served as advisor or sub-advisor to an exchange-traded fund or other registered fund. Funds and their advisors and subadvisors are subject to restrictions and limitations imposed by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules thereunder, and the Internal Revenue Code, that do not apply to the Subadvisor’s management of other types of individual and institutional accounts. As a result, investors do not have a long-term track record of managing a fund from which to judge the Subadvisor, and the Subadvisor may not achieve the intended result in managing the fund.” Industry Risk/Sector Risk – The Registrant confirms that these disclosures are not applicable given that the Fund does focus its investments in a particular industry or sector. Foreign Investment Risk – The Registrant confirms that this disclosure is not applicable given that the Fund focuses on U.S. investments. COMMENT 11A: (Prospectus – Principal Risks) Please revise the second to last sentence in the “Premium/Discount Risk” for clarity (in particular, to better explain Creation Units and differentiate retail investors from Authorized Participants). Response: The Registrant has removed the second to last sentence in the “Premium/Discount Risk.” The Registrant believes that such deletion is appropriate as the statement addressed how the particular risk is designed to be mitigated, rather than disclosing the risk itself. COMMENT 11B: (Prospectus – Principal Risks) Please move the first sentence of the Cash Transactions Risk disclosure into the Principal Strategy section and modify the risk disclosure accordingly. August 9, 2024 Page 7 Response: The Registrant respectfully declines to include cash transactions disclosure in the Fund’s Principal Investment Strategy. The Registrant notes that this is a feature of the Fund’s creation and redemption process, rather than the investment strategy, and therefore the Registrant believes the disclosure is appropriately located. COMMENT 11C: (Prospectus – Principal Risks) The last sentence in the “Selection Risk” disclosure states that “the Subadvisor and the Fund may need to obtain the exposure through less advantageous or indirect investments.” If the Fund will use indirect investments to obtain exposure to principal markets or holdings, please directly disclose this in the Principal Strategy section and, if not, consider removing the reference to “indirect investments” from the risk. Response: The Registrant confirms that the Fund will not use indirect investments to gain exposure to principal markets or holdings. Accordingly, the Registrant has removed the reference to indirect investments. COMMENT 12: (Prospectus – Performance) Please revise the performance preamble to include a brief explanation of how the information when included will illustrate the variability of Fund returns pursuant to Form N-1A Item 4(b)(2)(i). Response: The Registrant has revised the preamble as follows (deletions strikethrough; new language underlined): Because the Fund is newly organized and does not yet have a complete calendar year of performance history, the bar chart and total return tables are not provided, the Fund has no reportable performance history. Once the Fund has operated for at least one calendar year, a bar chart and performance table will be included in the prospectus to show the performance of the Fund. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance and an additional index. Please note that the Fund’s past performance (before and after taxes) is not August 9, 2024 Page 8 necessarily an indication of how the Fund will perform in the future. To obtain performance information, please visit the Fund’s website at harborcapital.com or call 800-422-1050. COMMENT 13: (Prospectus – Additional Information about the Fund’s Investments Please revise the header on page 4 to read “Additional Information about the Fund’s Principal Investments.” Response: The Registrant respectfully declines to revise this disclosure. The header also refers to non-principal investments such as temporary defensive positions and as such, the Registrant believes it is appropriate to leave the header as is. COMMENT 14: (Prospectus – Investment Objective) If shareholders will receive advance notice of a change in the Fund’s investment objective, please disclose this. Response: The Registrant confirms that shareholders will be notified of changes to the Fund’s investment objective. The Registrant notes that Form N-1A requires disclosure of whether a fund’s investment objective may be changed without shareholder approval, but does not require disclosure of any notice requirement or notice period. For this reason, the Registrant respectfully declines to make any changes in response to this comment. COMMENT 15: (Prospectus – Principal Investments) Item 4(a)(1) of Form N-1A calls for summarized strategy information “based on the information in response to Item 9(b).” Consequently, Principal Strategy disclosure is required in both places with the earlier strategy information summarizing the latter. Similarly, Item 4(b)(1) of Form N-1A calls for summarized risk information “based on the information given in response to Item 9(c).” Please add more detailed strategy and risk disclosure in Item 9 to comply with these Form N-1A requirements. August 9, 2024 Page 9 Response: As noted above, the Registrant believes that the level of detail in the description of the Fund’s principal investment strategy in Items 4 and 9 is appropriate. The disclosure in Item 9 makes clear that the principal investment strategy and principal risks are disclosed in the Fund Summary section of the Prospectus and then provides certain additional details regarding the principal investment strategy and principal risks. COMMENT 16: (Prospectus – Non-Principal Investments) Please delete the word “unusual” in the section under “Tempor