SEC Comment Letter 0000000000-23-003286 to Mason Capital Fund Trust (CIK 0001953487)
Mason Capital Fund Trust (CIK 0001953487)
Date: March 31, 2023 · CIK: 0001953487 · Accession: 0000000000-23-003286
AI Filing Summary & Sentiment
File numbers found in text: 333-270294, 811-23853
Letter
March 30, 2023
VIA E-mail
Andrew Davalla, Esq. Thompson Hine 41 South High Street, Suite 1700 Columbus, Ohio 43215-6101 Re: Mason Capital Fund Trust File Nos. 333-270294, 811-23853 Dear Mr. Davalla: On March 6, 2023, you filed a registration statement on Form N-1A on behalf of the Mason Capital Fund Trust (the “Fund”). We have reviewed the registration statement and have provided our comments below. Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement. PROSPECTUS
1. Please paginate the prospectus. 2. Please include a table of contents meeting the requirements of r ule 481(c) under the Securities Act of 1933 (the “Securities Act”). Also, confirm the table of contents will immediately follow the cover page in any prospectus delivered electronically . Id.
Investment Objectives/Goals
3. Please delete the phrase “general approach” as it suggests the Fund’s description of its investment objective is incomplete and revise the text to disclose in plain English, “the Fund’s investment objectives or goals.” See Item 2 of Form N-1A. See also the SEC’s plain English requirements of Rule 421 under Regulation C under the Securities Act and IM Guidance Regarding Mutual Fund Enhanced Disclosure, IM Guidance Update (2014-08) (June 2014) (“IM Guidance Update (2014-08)”).
Andrew Davalla, Esq. Mason Capital Fund Trust Page 2
Fees and Expenses
4. Please revise the Shareholder Fees section to conform to the language of Item 3 of Form N- 1A (e.g., revise “Sales Charge (Load) Imposed on Purchases” to “Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)).” 5. While the Annual Fund Operating Expenses heading is marked with an asterisk, there is neither a footnote nor other explanatory text correlating to the asterisk. Please clarify accordingly. 6. Since the Fund is a new fund, please add a footnote to the fee table indicating “Other Expenses” are based on estimated amounts for the current fiscal year. See Instruction 6(a) to Item 3 of Form N-1A. 7. Please clarify supplementally to the staff why the "Other Expenses" caption states "None." We note that while the Statement of Additional Information (“SAI”), starting on page 28, describes an advisory “unitary fee arrangement,” the prospectus is silent regarding any such arrangement. Please note a fund’s Item 10 disclosure should describe in detail any “unitary fee arrangement” ( e.g., specify the terms of any compensation the advisor will receive under the arrangement, as well as each expense the advisor will not pay under the arrangement). Please revise the prospectus accordingly. a. For the excluded expenses under the unitary fee arrangement, the SAI provides an incomplete list of such expenses ( i.e., the text states the advisor pays all operating expenses of the Fund, except for certain expenses, including but not limited to , interest expenses”). Please revise the disclosure in Item 10 to indicate each such excluded expense the advisor will not pay and make correlated revisions in any related text. i. If any excluded expense is one that that should be reflected in the fee table ( e.g., acquired fund fees and expenses), advise the staff supplementally of any such expense and confirm that any such expense is included in the fee table.
Principal Investment Strategies
8. Please briefly explain in plain English, the "investment strategy [of a] long-only, long-term approach" as stated in the first sentence of the first paragraph. We note the Item 4 risks section has a Holding Period Risk paragraph stating in part, "[i]t is the intention of the Fund to hold a position in securities selected for the portfolio by the Advisor for multiple years." Is this part of the Fund’s "long-only, long-term approach"? Please clarify and harmonize the Item 4 sections accordingly. 9. The prospectus is silent about the securities the Fund will use as principal investments beyond disclosing in the Item 4 summary a: (1) brief reference to equity securities; and (2) a list fixed-income securities that is generalized. Please revise the prospectus to specify each type of equity
Andrew Davalla, Esq. Mason Capital Fund Trust Page 3
security ( e.g., common stock and American Depositary Receipts) and fixed-income security (e.g., mortgage-backed securities) in which the Fund will invest principally along with all attendant principal risks. See Items 4 and 9 of Form N-1A. The Fund may add this detailed information to Item 9. 10. In the first paragraph, the second sentence states, “ equity investments may be made . . . [in] any . . . geographical location including foreign and emerging market countries.” (Emphasis added.) Please also specify in Item 4 the issuers of the fixed-income securities in which the Fund will invest principally. We note Item 9 states the “Fund expects to invest in both U.S. and non-U.S. based companies.” Please clarify and harmonize the Item 4 and Item 9 sections accordingly and for purposes of plain English, use correlating terms and phrases. For example, if the Fund will use the term “Non-U.S. based company,” it must define that term and give the source of the definition. 11. The second sentence indicates the Fund will invest in “foreign . . . countries.” Please disclose the specific criteria the Fund will use to determine investments are foreign investments (i.e., investments economically tied to a country or countries outside of the United States). The Fund may add this detailed information to Item 9. 12. If the Fund will invest principally in unrated fixed income instruments, please state so in Item 4 and indicate how such instruments’ credit quality will be assessed ( e.g., fixed income securities of comparable quality as determined by the advisor). See Items 4 and 9.
13. While the SAI defines duration, the prospectus provides no such definition. As duration is part of the Fund’s principal investment strategies, please define this term in the prospectus and include a related brief example ( e.g., duration is a measure of the price sensitivity of a debt security or portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates). The Fund may add this detailed information to Item 9. 14. The penultimate sentence of the first paragraph states the Fund may invest in "cash and cash-equivalent positions." Please: (1) specify these "cash-equivalent positions" along with any attendant risks (the Fund may add this detailed disclosure to Item 9); and (2) summarize in Item 4 how the Fund will achieve its investment objective of “income with growth” by investing in "cash and cash-equivalent positions." See Items 4(a) and 9(b) of Form N-1A. 15. In the first paragraph, the penultimate sentence states, “[i]nvestments in any one portfolio holding will be limited to 5% of the Fund’s assets . . . measured at the time of purchase.” Does the Fund have a policy to address when any such holding exceeds 5% of the Fund’s assets? For example, based on the disclosure, beyond this “at the time of purchase policy,” it appears the Fund has no policy restricting the amount of portfolio holdings the Fund may invest in a particular type of investments (e.g., at any given time, the Fund could be invested up to 50% or more in junk bonds). Please clarify the disclosure with an eye toward the avoidance of misleading disclosure.
Andrew Davalla, Esq. Mason Capital Fund Trust Page 4
a. If the Fund may invest significantly in below investment grade bonds, including junk bonds, state so in plain English and disclose the maximum percentage for such investments. 16. In the first paragraph, the last sentence states, “[u]nder normal market conditions, the Fund is expected to invest approximately 50%-100% of its net assets in equity securities and up to 50% of its net assets in fixed-income securities. (Emphasis added.) Please revise this disclosure to conform to the language of Form N-1A ( i.e., change “is expected” to “intends”). See Items 4(a) and 9(b) of Form N-1A. Principal Risks of Investing in the Fund
17. Please re-order the principal risks to prioritize those risks that are most likely to adversely affect each Fund’s net asset value, yield and total return. See ADI 2019-08 - Improving Principal Risks Disclosure. See also , Dalia Blass, Division Director, Division of Investment Management, remarks at the Keynote Address - ICI Securities Law Developments Conference on Oct. 25, 2018 . 18. The Item 4 risks section is silent about the risks of certain principal investments ( e.g., equity securities, fixed income securities risk, and government securities). As a fund’s principal risks and principal investment strategies should correlate, please revise the Fund’s Item 4 sections accordingly. See Items 4 and 9 of Form N-1A (as noted above, the Fund may add more detailed disclosure about the Fund’s strategies and risks to Item 9). a. With respect to the principal risks arising from investing in fixed income securities, given the current inflationary environment and the Federal Reserve’s response to it, please summarize in the Item 4 risks section the effect s that inflation and interest rate increases may have on the Fund’s investments and strategies. ETF Structure Risk
19. Under this ETF Structure Risk, please add an International Securities Risk sub-heading or otherwise disclose that where all or a portion of the Fund’s underlying securities trade in a market that is closed when the market in which the Fund’s shares are listed and trading in that market is open, there may be changes between the last quote from its closed foreign market and the value of such security during the Fund’s domestic trading day. In addition, please disclose that this in turn could lead to differences between the market price of the Fund’s shares and the underlying value of those shares. Trading Issues
20. While the current disclosure does not include a separate Authorized Participant-Related Risks paragraph, certain disclosures under this Trading Issues paragraph suggest such a risk is applicable to the Fund (e.g., it appears securities underlying the Fund are traded outside of a collateralized settlement system). As applicable, please add an Authorized Participant-Related Risk paragraph and disclose therein that:
Andrew Davalla, Esq. Mason Capital Fund Trust Page 5
a. there are a limited number of financial institutions that may act as authorized participants that post collateral for certain trades on an agency basis ( i.e., on behalf of other market participants). Please also disclose that, to the extent that those authorized participants exit the business or are unable to process creation and/or redemption orders and no other authorized participant is able to step forward to do so, there may be a significantly diminished trading market for the Fund’s shares. Also, please note that this could in turn lead to differences between the market price of the Fund’s shares and the underlying value of those shares. Liquidity Risk
21. Please expand the last sentence to explain the adverse effect on the liquidity of the Fund’s shares may, in turn, lead to wider bid/ask spreads. Cash Transaction Risk
22. With respect to the costs this paragraph describes the Fund may incur, please disclose that these costs could decrease the Fund’s net asset value to the extent the costs are not offset by a transaction fee payable by an authorized participant. Annual Total Returns
23. To correlate to the language of Item 4 of Form N-1A and for purposes of plain English, please revise this heading from “ Annual Total Returns” to "Performance Information." Also, add the narrative disclosure required by Item 4(b)(2)(i). For example, disclose the: (1) information will show changes in the Fund’s performance from year to year and show how the Fund’s average annual returns compare with those of a broad measure of market performance; and (2) Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. Also, if applicable, disclose that updated performance information will be available and provide a website address and/or toll-free (or collect) telephone number where the updated information may be obtained. Id. 24. Supplementally, please tell the staff the appropriate broad-based securities market index the Fund intends to use in its average annual total return table. Please see Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements, Investment Company Act Release No. 34731 (October 2022) [87 FR 72758 (Nov. 25, 2022)].
Investment Advisor
25. Immediately before this “Investment Advisor” heading, please add a “Management” heading. See Item 5 of Form N-1A.
Andrew Davalla, Esq. Mason Capital Fund Trust Page 6
Purchase and Sale of Fund Shares
26. In the second paragraph, please revise the last sentence to include the disclosure required by Item 6(c)(2) of Form N-1A (i.e., the disclosure should also mention “premium” and “discount“). 27. Please revise this section to include the information required by Item 6(c)(3) of Form N-1A. 28. Please explain to the staff whether the Fund will combine the information required by Item 6(c)(4) of Form N-1A into the information required by Item 1(b)(1), as permitted by Instruction 4 of Item 6 of Form N-1A.
Additional Information About Principal Investment Strategies and Related Risks
29. The disclosure about the principal investment strategies responsive to both Items 4(a) and 9(b) of Form N-1A substantially repeats and is nearly identical ( e.g., the respective Foreign Securities Risk sections). Please note Item 9 of Form N-1A requires a more comprehensive discussion of both the principal strategies and principal risks that affect a fund’s portfolio than the summary discussion required in response to Item 4. Please see the IM Guidance Update (2014-08), which sets forth the staff's observations about this issue. Please review the Fund’s Item 9 principal strategy disclosure and revise, where appropriate, to include detail.
Implementation of Investment Objectives
30. In this Item 9 section, the first paragraph indicates the Fund will “only invest” in publicly traded securities. The Item 4 summary section, however, indicates the Fund will “primarily invest” in such securities. Please reconcile these disclosures and harmonize the text in plain English. Management of the Fund
31. Immediately after this "Management of the Fund" heading, please add a sub-heading titled “Investment Advisor." See Item 10 of Form N-1A. 32. If the Fund's advisor has never managed a registered investment company (“RIC”), including any exchange-traded fund, please add attendant risk disclosure in the Item 4 risk section explaining the advisor’s inexperience. See Items 4 (b)(1)(i) and 9(c) of Form N-1A. Also, explain in this Item 10 section the advisor's experience with respect to managing RICs. See Item 10 of Form N-1A.
a. In the second sentence, with respect to the phrase “private mutual funds” to avoid confusion with a RIC and with an eye toward the avoidance of misleading disclosure, please delete the term “mutual” from that phrase. b. We note the disclosure indicating "Mason Capital Partners will be responsible for selecting the securities to be held by the Fund and will use the same investment strategy it has used for [ ] years in managing similar accounts." Please clarify in
Andrew Davalla, Esq. Mas
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March 30, 2023 VIA E-mail Andrew Davalla, Esq. Thompson Hine 41 South High Street, Suite 1700 Columbus, Ohio 43215-6101 Re: Mason Capital Fund Trust File Nos. 333-270294, 811-23853 Dear Mr. Davalla: On March 6, 2023, you filed a registration statement on Form N-1A on behalf of the Mason Capital Fund Trust (the “Fund”). We have reviewed the registration statement and have provided our comments below. Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement. All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement. PROSPECTUS 1. Please paginate the prospectus. 2. Please include a table of contents meeting the requirements of r ule 481(c) under the Securities Act of 1933 (the “Securities Act”). Also, confirm the table of contents will immediately follow the cover page in any prospectus delivered electronically . Id. Investment Objectives/Goals 3. Please delete the phrase “general approach” as it suggests the Fund’s description of its investment objective is incomplete and revise the text to disclose in plain English, “the Fund’s investment objectives or goals.” See Item 2 of Form N-1A. See also the SEC’s plain English requirements of Rule 421 under Regulation C under the Securities Act and IM Guidance Regarding Mutual Fund Enhanced Disclosure, IM Guidance Update (2014-08) (June 2014) (“IM Guidance Update (2014-08)”). Andrew Davalla, Esq. Mason Capital Fund Trust Page 2 Fees and Expenses 4. Please revise the Shareholder Fees section to conform to the language of Item 3 of Form N- 1A (e.g., revise “Sales Charge (Load) Imposed on Purchases” to “Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)).” 5. While the Annual Fund Operating Expenses heading is marked with an asterisk, there is neither a footnote nor other explanatory text correlating to the asterisk. Please clarify accordingly. 6. Since the Fund is a new fund, please add a footnote to the fee table indicating “Other Expenses” are based on estimated amounts for the current fiscal year. See Instruction 6(a) to Item 3 of Form N-1A. 7. Please clarify supplementally to the staff why the "Other Expenses" caption states "None." We note that while the Statement of Additional Information (“SAI”), starting on page 28, describes an advisory “unitary fee arrangement,” the prospectus is silent regarding any such arrangement. Please note a fund’s Item 10 disclosure should describe in detail any “unitary fee arrangement” ( e.g., specify the terms of any compensation the advisor will receive under the arrangement, as well as each expense the advisor will not pay under the arrangement). Please revise the prospectus accordingly. a. For the excluded expenses under the unitary fee arrangement, the SAI provides an incomplete list of such expenses ( i.e., the text states the advisor pays all operating expenses of the Fund, except for certain expenses, including but not limited to , interest expenses”). Please revise the disclosure in Item 10 to indicate each such excluded expense the advisor will not pay and make correlated revisions in any related text. i. If any excluded expense is one that that should be reflected in the fee table ( e.g., acquired fund fees and expenses), advise the staff supplementally of any such expense and confirm that any such expense is included in the fee table. Principal Investment Strategies 8. Please briefly explain in plain English, the "investment strategy [of a] long-only, long-term approach" as stated in the first sentence of the first paragraph. We note the Item 4 risks section has a Holding Period Risk paragraph stating in part, "[i]t is the intention of the Fund to hold a position in securities selected for the portfolio by the Advisor for multiple years." Is this part of the Fund’s "long-only, long-term approach"? Please clarify and harmonize the Item 4 sections accordingly. 9. The prospectus is silent about the securities the Fund will use as principal investments beyond disclosing in the Item 4 summary a: (1) brief reference to equity securities; and (2) a list fixed-income securities that is generalized. Please revise the prospectus to specify each type of equity Andrew Davalla, Esq. Mason Capital Fund Trust Page 3 security ( e.g., common stock and American Depositary Receipts) and fixed-income security (e.g., mortgage-backed securities) in which the Fund will invest principally along with all attendant principal risks. See Items 4 and 9 of Form N-1A. The Fund may add this detailed information to Item 9. 10. In the first paragraph, the second sentence states, “ equity investments may be made . . . [in] any . . . geographical location including foreign and emerging market countries.” (Emphasis added.) Please also specify in Item 4 the issuers of the fixed-income securities in which the Fund will invest principally. We note Item 9 states the “Fund expects to invest in both U.S. and non-U.S. based companies.” Please clarify and harmonize the Item 4 and Item 9 sections accordingly and for purposes of plain English, use correlating terms and phrases. For example, if the Fund will use the term “Non-U.S. based company,” it must define that term and give the source of the definition. 11. The second sentence indicates the Fund will invest in “foreign . . . countries.” Please disclose the specific criteria the Fund will use to determine investments are foreign investments (i.e., investments economically tied to a country or countries outside of the United States). The Fund may add this detailed information to Item 9. 12. If the Fund will invest principally in unrated fixed income instruments, please state so in Item 4 and indicate how such instruments’ credit quality will be assessed ( e.g., fixed income securities of comparable quality as determined by the advisor). See Items 4 and 9. 13. While the SAI defines duration, the prospectus provides no such definition. As duration is part of the Fund’s principal investment strategies, please define this term in the prospectus and include a related brief example ( e.g., duration is a measure of the price sensitivity of a debt security or portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates). The Fund may add this detailed information to Item 9. 14. The penultimate sentence of the first paragraph states the Fund may invest in "cash and cash-equivalent positions." Please: (1) specify these "cash-equivalent positions" along with any attendant risks (the Fund may add this detailed disclosure to Item 9); and (2) summarize in Item 4 how the Fund will achieve its investment objective of “income with growth” by investing in "cash and cash-equivalent positions." See Items 4(a) and 9(b) of Form N-1A. 15. In the first paragraph, the penultimate sentence states, “[i]nvestments in any one portfolio holding will be limited to 5% of the Fund’s assets . . . measured at the time of purchase.” Does the Fund have a policy to address when any such holding exceeds 5% of the Fund’s assets? For example, based on the disclosure, beyond this “at the time of purchase policy,” it appears the Fund has no policy restricting the amount of portfolio holdings the Fund may invest in a particular type of investments (e.g., at any given time, the Fund could be invested up to 50% or more in junk bonds). Please clarify the disclosure with an eye toward the avoidance of misleading disclosure. Andrew Davalla, Esq. Mason Capital Fund Trust Page 4 a. If the Fund may invest significantly in below investment grade bonds, including junk bonds, state so in plain English and disclose the maximum percentage for such investments. 16. In the first paragraph, the last sentence states, “[u]nder normal market conditions, the Fund is expected to invest approximately 50%-100% of its net assets in equity securities and up to 50% of its net assets in fixed-income securities. (Emphasis added.) Please revise this disclosure to conform to the language of Form N-1A ( i.e., change “is expected” to “intends”). See Items 4(a) and 9(b) of Form N-1A. Principal Risks of Investing in the Fund 17. Please re-order the principal risks to prioritize those risks that are most likely to adversely affect each Fund’s net asset value, yield and total return. See ADI 2019-08 - Improving Principal Risks Disclosure. See also , Dalia Blass, Division Director, Division of Investment Management, remarks at the Keynote Address - ICI Securities Law Developments Conference on Oct. 25, 2018 . 18. The Item 4 risks section is silent about the risks of certain principal investments ( e.g., equity securities, fixed income securities risk, and government securities). As a fund’s principal risks and principal investment strategies should correlate, please revise the Fund’s Item 4 sections accordingly. See Items 4 and 9 of Form N-1A (as noted above, the Fund may add more detailed disclosure about the Fund’s strategies and risks to Item 9). a. With respect to the principal risks arising from investing in fixed income securities, given the current inflationary environment and the Federal Reserve’s response to it, please summarize in the Item 4 risks section the effect s that inflation and interest rate increases may have on the Fund’s investments and strategies. ETF Structure Risk 19. Under this ETF Structure Risk, please add an International Securities Risk sub-heading or otherwise disclose that where all or a portion of the Fund’s underlying securities trade in a market that is closed when the market in which the Fund’s shares are listed and trading in that market is open, there may be changes between the last quote from its closed foreign market and the value of such security during the Fund’s domestic trading day. In addition, please disclose that this in turn could lead to differences between the market price of the Fund’s shares and the underlying value of those shares. Trading Issues 20. While the current disclosure does not include a separate Authorized Participant-Related Risks paragraph, certain disclosures under this Trading Issues paragraph suggest such a risk is applicable to the Fund (e.g., it appears securities underlying the Fund are traded outside of a collateralized settlement system). As applicable, please add an Authorized Participant-Related Risk paragraph and disclose therein that: Andrew Davalla, Esq. Mason Capital Fund Trust Page 5 a. there are a limited number of financial institutions that may act as authorized participants that post collateral for certain trades on an agency basis ( i.e., on behalf of other market participants). Please also disclose that, to the extent that those authorized participants exit the business or are unable to process creation and/or redemption orders and no other authorized participant is able to step forward to do so, there may be a significantly diminished trading market for the Fund’s shares. Also, please note that this could in turn lead to differences between the market price of the Fund’s shares and the underlying value of those shares. Liquidity Risk 21. Please expand the last sentence to explain the adverse effect on the liquidity of the Fund’s shares may, in turn, lead to wider bid/ask spreads. Cash Transaction Risk 22. With respect to the costs this paragraph describes the Fund may incur, please disclose that these costs could decrease the Fund’s net asset value to the extent the costs are not offset by a transaction fee payable by an authorized participant. Annual Total Returns 23. To correlate to the language of Item 4 of Form N-1A and for purposes of plain English, please revise this heading from “ Annual Total Returns” to "Performance Information." Also, add the narrative disclosure required by Item 4(b)(2)(i). For example, disclose the: (1) information will show changes in the Fund’s performance from year to year and show how the Fund’s average annual returns compare with those of a broad measure of market performance; and (2) Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. Also, if applicable, disclose that updated performance information will be available and provide a website address and/or toll-free (or collect) telephone number where the updated information may be obtained. Id. 24. Supplementally, please tell the staff the appropriate broad-based securities market index the Fund intends to use in its average annual total return table. Please see Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements, Investment Company Act Release No. 34731 (October 2022) [87 FR 72758 (Nov. 25, 2022)]. Investment Advisor 25. Immediately before this “Investment Advisor” heading, please add a “Management” heading. See Item 5 of Form N-1A. Andrew Davalla, Esq. Mason Capital Fund Trust Page 6 Purchase and Sale of Fund Shares 26. In the second paragraph, please revise the last sentence to include the disclosure required by Item 6(c)(2) of Form N-1A (i.e., the disclosure should also mention “premium” and “discount“). 27. Please revise this section to include the information required by Item 6(c)(3) of Form N-1A. 28. Please explain to the staff whether the Fund will combine the information required by Item 6(c)(4) of Form N-1A into the information required by Item 1(b)(1), as permitted by Instruction 4 of Item 6 of Form N-1A. Additional Information About Principal Investment Strategies and Related Risks 29. The disclosure about the principal investment strategies responsive to both Items 4(a) and 9(b) of Form N-1A substantially repeats and is nearly identical ( e.g., the respective Foreign Securities Risk sections). Please note Item 9 of Form N-1A requires a more comprehensive discussion of both the principal strategies and principal risks that affect a fund’s portfolio than the summary discussion required in response to Item 4. Please see the IM Guidance Update (2014-08), which sets forth the staff's observations about this issue. Please review the Fund’s Item 9 principal strategy disclosure and revise, where appropriate, to include detail. Implementation of Investment Objectives 30. In this Item 9 section, the first paragraph indicates the Fund will “only invest” in publicly traded securities. The Item 4 summary section, however, indicates the Fund will “primarily invest” in such securities. Please reconcile these disclosures and harmonize the text in plain English. Management of the Fund 31. Immediately after this "Management of the Fund" heading, please add a sub-heading titled “Investment Advisor." See Item 10 of Form N-1A. 32. If the Fund's advisor has never managed a registered investment company (“RIC”), including any exchange-traded fund, please add attendant risk disclosure in the Item 4 risk section explaining the advisor’s inexperience. See Items 4 (b)(1)(i) and 9(c) of Form N-1A. Also, explain in this Item 10 section the advisor's experience with respect to managing RICs. See Item 10 of Form N-1A. a. In the second sentence, with respect to the phrase “private mutual funds” to avoid confusion with a RIC and with an eye toward the avoidance of misleading disclosure, please delete the term “mutual” from that phrase. b. We note the disclosure indicating "Mason Capital Partners will be responsible for selecting the securities to be held by the Fund and will use the same investment strategy it has used for [ ] years in managing similar accounts." Please clarify in Andrew Davalla, Esq. Mas