Correspondence 0001398344-23-018398 from Mason Capital Fund Trust (CIK 0001953487)
Mason Capital Fund Trust (CIK 0001953487)
Date: Sept. 26, 2023 · CIK: 0001953487 · Accession: 0001398344-23-018398
AI Filing Summary & Sentiment
File numbers found in text: 333-270294, 811-23853
Letter
VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Investment Management 100 F. Street, N.E. Washington, D.C. 20549-0506
Re: Mason Capital Fund Trust, File Nos. 333-270294 and 811-23853 (the “Registrant”)
Dear Ms. Browning:
On July 25, 2023, the Registrant filed an amended registration statement on Form N-1A under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940 (the “1940 Act”) to offer shares of Fundamentals First ETF (the “Fund”). On August 22, 2023, you provided comments via telephone to Zeynep Kart with respect to the registration statement as described below. Please find below the Registrant’s responses to your comments, which the Registrant has authorized Thompson Hine LLP to make on its behalf.
Prospectus
Comment 1. The name of the Fund is Fundamentals First ETF. Briefly define “fundamentals first” in Item 4 and indicate the source of the definition (i.e., Advisor).
Response. In the Advisor’s view, “Fundamentals First” refers to the type of investment analysis (fundamental analysis) that forms the foundation of the Advisor’s investment decision for the Fund. Accordingly, the following disclosure has been added to the “Principal Investment Strategies” section in the prospectus:
The Fund is named “Fundamentals First” because the advisor emphasizes fundamental investment research and analysis in managing the Fund.
Comment 2. With respect to the private funds referenced in the Registration Statement, please supplementally tell the staff the names of the private funds and what respective exclusion under the securities laws excludes them from the definition of investment company.
Kimberly A. Browning
September 26, 2023
Page 2
Response. The Advisor manages three private funds: Delphi Investment Group, Templar Investment Group and Compass Investment Group. Delphi Investment Group is excluded from the definition of investment company pursuant to Section 3(c)(7) of the Investment Company Act of 1940, and Templar Investment Group and Compass Investment Group are excluded from the definition of investment company pursuant to Section 3(c)(1) of the Investment Company Act of 1940.
Fees and Expenses
Comment 3. Please delete the asterisk in the Annual Fund Operating Expenses heading of the table in the “Fees and Expenses” section per the Registrant’s response to Comment 5 in the July 6, 2023 Response Letter (“Response Letter”).
Response. The asterisk was included in error and has been deleted.
Comment 4. Please harmonize the Item 10 disclosure provided in response to Comment 7 in the Response Letter with the description of “unitary fee arrangement” on page 28 of the Statement of Additional Information (“SAI”). Additionally, briefly define the unitary fee structure in Item 10 to assist a reasonable shareholder in understanding the term.
Response. The Item 10 disclosure has been amended to the following:
Pursuant to an investment advisory agreement between the Trust, on behalf of the Fund, and the Advisor (the “Management Agreement”), the Fund will pay the Advisor, on a monthly basis, a unitary advisory fee at an annual rate (stated as a percentage of the average daily net assets of the Fund) of 1.00%. Under a unitary fee structure, the Advisor is responsible for paying all the operating expenses of the Fund, excluding interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses and expenses incidental to a meeting of the Fund’s shareholders.
Comment 5. For the excluded expenses under the unitary fee arrangement, the SAI provides an incomplete list of such expenses. Consider adding expenses incidental to a meeting of the Fund’s shareholders. Please ensure that the limited list of expenses harmonize with Item 10 in the prospectus.
Kimberly A. Browning
September 26, 2023
Page 3
Response. The last sentence of the second paragraph of the “Investment Advisor” section of the SAI has been amended to the following:
Under the unitary fee arrangement, the Advisor is responsible for paying all the operating expenses of the Fund, excluding interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses and expenses incidental to a meeting of the Fund’s shareholders.
The Registrant confirms that the limited list of expenses in the SAI harmonizes with the Item 10 disclosure in the prospectus.
Comment 6. Please clarify the last sentence of the Registrant’s response to Comment 7 of the Response Letter stating that “there are no excluded expenses that would need to be included in the fee table.” This statement is inaccurate because acquired fund fees and expenses (“AFFE”) was added, which was an excluded expense under the unitary fee arrangement. Please disclose the expenses added to the fee table, such as AFFE.
Response. AFFE was an excluded expense added to the fee table. No other excluded expenses under the unitary fee arrangement would need to be included in the fee table.
Principal Investment Strategies
Comment 7. In the revised disclosure in response to Comment 10 of the Response Letter, please describe the specific criteria the Fund uses to determine that an investment is “economically tied” to a country or countries outside the United States (“The Fund considers issuers from foreign countries to be those issuers economically tied to a country or countries outside the United States”). The SEC staff will not generally object to using the factors cited in Note 24 of Release 24828.
Response. The following sentence has been added under the “Principal Investment Strategies” heading of the prospectus:
To determine whether an issuer is economically tied to a country outside the United States, the advisor will consider whether the issuer is headquartered or has its principal place of business in a country outside the United States and the issuer is organized under the laws of the that country.
Comment 8. Please disclose the “government securities” referenced in the second paragraph of the revised disclosure in response to Comment 10 of the Response Letter (e.g., treasury bills). Additionally, add intended risk disclosures for the specific government securities identified.
Kimberly A. Browning
September 26, 2023
Page 4
Response. The Fund may invest in treasury securities. The disclosure has been revised to state the following:
With respect to fixed income securities, the Fund may invest in domestic and foreign corporate bonds and notes, U.S. Treasury securities, and money market instruments including money market funds.
Additionally, the following risk disclosure has been added to the prospectus:
U.S. Treasury Securities Risk. Treasury securities may differ from other debt securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s Treasury securities holdings to decline.
Comment 9. Please clarify the criteria used to determine whether issuers are “economically tied” in the disclosure added in response to Comment 11 of the Response Letter.
Response. The Registrant refers to its response to Comment 7.
Comment 10. Please clarify the disclosure regarding position size provided in response to Comment 15 of the Response Letter to address the aggregate percentage of holdings. The second sentence of the first paragraph under the Principal Investment Strategies states the following: “The Fund will primarily invest in publicly-traded equity securities and fixed income securities.” The last sentence of the second paragraph states the following: “Under normal market conditions, the Fund intends to invest approximately 50%-100% of its net assets in equity securities and up to 50% of its net assets in fixed income securities.” Please explain how the Fund will primarily invest in fixed income securities if it invests 100% of its net assets in equity securities. If the Fund can invest up to 100% in equity securities, how can fixed income securities be a principal investment strategy.
Response. The last sentence of the second paragraph under the “Principal Investment Strategies” heading has been revised to the following:
Kimberly A. Browning
September 26, 2023
Page 5
Under normal market conditions, the Fund intends to invest approximately 65%-90% of its net assets in equity securities and approximately 10%-35% of its net assets in fixed income securities.
Comment 11. The first paragraph discloses investments in American Depositary Receipts (“ADRs”), but Item 9 is silent on the risk disclosures of both sponsored and unsponsored ADRs. Additionally, if accurate, include an affirmative statement that the Fund will invest in both sponsored and unsponsored ADRs.
Response. The following Item 9 disclosure has been added:
Depositary Receipts Risk. Sponsored and unsponsored ADRs are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described above regarding foreign securities apply to investments in ADRs.
The corresponding Item 4 disclosure has been added:
Depositary Receipts Risk. Sponsored and unsponsored ADRs are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. Holders of unsponsored ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described above regarding foreign securities apply to investments in ADRs.
Additionally, the following affirmative statement was added to the first paragraph under the “Principal Investment Strategies” section of the prospectus.
Equity securities include common stock and American Depositary Receipts (ADRs), both sponsored and unsponsored, and may be made in companies of any market capitalization, industry or geographical location including foreign and emerging market countries.
Kimberly A. Browning
September 26, 2023
Page 6
Comment 12. The first sentence of the second paragraph indicates that, with respect to fixed income securities, the Fund may invest in commercial notes. Please specify the types of commercial notes the fund will use and disclose the intended risks of the specific commercial notes applicable to the Fund’s principal investment strategies.
Response. The sentence has been revised to the following:
With respect to fixed income securities, the Fund may invest in domestic and foreign corporate bonds and notes, U.S. Treasury securities, and money market instruments including money market funds.
Principal Risks of Investing in the Fund
Comment 13. Per the Registrant’s response to Comment 32 of the Response Letter, under the Limited History of Operations Risk disclosure please replace “other accounts” with “private accounts” for accuracy.
Response. The requested revision has been made. Please see attached prospectus with the responsive revision in marked changes.
Comment 14. The Item 4 risk summary is silent on credit quality risks, including junk bonds. Please include a brief summary of credit quality risks intended to the Fund’s principal investment strategies and include a fulsome disclosure in Item 9.
Response. The following Item 4 risk disclosure has been added:
Lower Quality (High-Yield) Debt Securities Risk. The Fund may invest in lower quality debt securities. There is more risk associated with these investments because of reduced creditworthiness and increased risk of default. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.
The Following Item 9 risk disclosure has been added:
Lower Quality (High-Yield) Debt Securities Risk. The Fund may invest in lower quality debt securities. There is more risk associated with these investments because of reduced creditworthiness and increased risk of default. Lower-quality securities are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default or to be in default, to be unlikely to have the capacity to make required interest payments and repay principal when due in the event of adverse business, financial or economic conditions, or to be in default or not current in the payment of interest or principal. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.
Kimberly A. Browning
September 26, 2023
Page 7
Comment 15. Please remove the terms “such as” in the first sentence of the Equity Risk disclosure as it creates ambiguity with the equity securities the Fund will invest in.
Response. The requested revision has been made. Please see attached prospectus with the responsive revision in marked changes.
Comment 16. Please revise the penultimate sentence of the Asset Allocation risk paragraph to incorporate the maximum position size of assets in the aggregate.
Response. The following sentence has been added to the Asset Allocation disclosures:
Under normal market conditions, the Fund intends to invest approximately 65%-90% of its net assets in equity securities and approximately 10%-35% of its net assets in fixed income securities.
Comment 17. Please add extension risk under the “Fixed Income Risk” heading.
Response. The following disclosure has been added to the Fixed Income Risk disclosures:
Extension Risk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e., interest rate sensitivity) and potentially reduce the value of these securities.
Comment 18. Please enhance the “Trading Issues” section under the “ETF Structure Risk” heading with the risk disclosure that “in times of market stress, market makers or authorized participants may step away from their respective roles in making a market in the shares of the ETF and in executing purchase or redemption orders, which can lead to wider bid-ask spreads and variances between the market price of ETF shares and the underlying value of those shares.” Additionally, please change the heading from “Trading Issues” to “Market Risk” because in our view this heading addresses more than trading issues. Accordingly, relocate the last sentence (“If the Fund’s shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Fund’s shares.”) to the “Authorized Participant Risk” heading in the section below.
Kimberly A. Browning
September 26, 2023
Page 8
Response. The disclosures have been revised to the following:
Market Risk. Trading in Shares on the Exchange may be halted due to market conditions or for
Show Raw Text
CORRESP 1 filename1.htm September 26, 2023 VIA EDGAR TRANSMISSION Kimberly A. Browning Securities and Exchange Commission Division of Investment Management 100 F. Street, N.E. Washington, D.C. 20549-0506 Re: Mason Capital Fund Trust, File Nos. 333-270294 and 811-23853 (the “Registrant”) Dear Ms. Browning: On July 25, 2023, the Registrant filed an amended registration statement on Form N-1A under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940 (the “1940 Act”) to offer shares of Fundamentals First ETF (the “Fund”). On August 22, 2023, you provided comments via telephone to Zeynep Kart with respect to the registration statement as described below. Please find below the Registrant’s responses to your comments, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Prospectus Comment 1. The name of the Fund is Fundamentals First ETF. Briefly define “fundamentals first” in Item 4 and indicate the source of the definition (i.e., Advisor). Response. In the Advisor’s view, “Fundamentals First” refers to the type of investment analysis (fundamental analysis) that forms the foundation of the Advisor’s investment decision for the Fund. Accordingly, the following disclosure has been added to the “Principal Investment Strategies” section in the prospectus: The Fund is named “Fundamentals First” because the advisor emphasizes fundamental investment research and analysis in managing the Fund. Comment 2. With respect to the private funds referenced in the Registration Statement, please supplementally tell the staff the names of the private funds and what respective exclusion under the securities laws excludes them from the definition of investment company. Kimberly A. Browning September 26, 2023 Page 2 Response. The Advisor manages three private funds: Delphi Investment Group, Templar Investment Group and Compass Investment Group. Delphi Investment Group is excluded from the definition of investment company pursuant to Section 3(c)(7) of the Investment Company Act of 1940, and Templar Investment Group and Compass Investment Group are excluded from the definition of investment company pursuant to Section 3(c)(1) of the Investment Company Act of 1940. Fees and Expenses Comment 3. Please delete the asterisk in the Annual Fund Operating Expenses heading of the table in the “Fees and Expenses” section per the Registrant’s response to Comment 5 in the July 6, 2023 Response Letter (“Response Letter”). Response. The asterisk was included in error and has been deleted. Comment 4. Please harmonize the Item 10 disclosure provided in response to Comment 7 in the Response Letter with the description of “unitary fee arrangement” on page 28 of the Statement of Additional Information (“SAI”). Additionally, briefly define the unitary fee structure in Item 10 to assist a reasonable shareholder in understanding the term. Response. The Item 10 disclosure has been amended to the following: Pursuant to an investment advisory agreement between the Trust, on behalf of the Fund, and the Advisor (the “Management Agreement”), the Fund will pay the Advisor, on a monthly basis, a unitary advisory fee at an annual rate (stated as a percentage of the average daily net assets of the Fund) of 1.00%. Under a unitary fee structure, the Advisor is responsible for paying all the operating expenses of the Fund, excluding interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses and expenses incidental to a meeting of the Fund’s shareholders. Comment 5. For the excluded expenses under the unitary fee arrangement, the SAI provides an incomplete list of such expenses. Consider adding expenses incidental to a meeting of the Fund’s shareholders. Please ensure that the limited list of expenses harmonize with Item 10 in the prospectus. Kimberly A. Browning September 26, 2023 Page 3 Response. The last sentence of the second paragraph of the “Investment Advisor” section of the SAI has been amended to the following: Under the unitary fee arrangement, the Advisor is responsible for paying all the operating expenses of the Fund, excluding interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses and expenses incidental to a meeting of the Fund’s shareholders. The Registrant confirms that the limited list of expenses in the SAI harmonizes with the Item 10 disclosure in the prospectus. Comment 6. Please clarify the last sentence of the Registrant’s response to Comment 7 of the Response Letter stating that “there are no excluded expenses that would need to be included in the fee table.” This statement is inaccurate because acquired fund fees and expenses (“AFFE”) was added, which was an excluded expense under the unitary fee arrangement. Please disclose the expenses added to the fee table, such as AFFE. Response. AFFE was an excluded expense added to the fee table. No other excluded expenses under the unitary fee arrangement would need to be included in the fee table. Principal Investment Strategies Comment 7. In the revised disclosure in response to Comment 10 of the Response Letter, please describe the specific criteria the Fund uses to determine that an investment is “economically tied” to a country or countries outside the United States (“The Fund considers issuers from foreign countries to be those issuers economically tied to a country or countries outside the United States”). The SEC staff will not generally object to using the factors cited in Note 24 of Release 24828. Response. The following sentence has been added under the “Principal Investment Strategies” heading of the prospectus: To determine whether an issuer is economically tied to a country outside the United States, the advisor will consider whether the issuer is headquartered or has its principal place of business in a country outside the United States and the issuer is organized under the laws of the that country. Comment 8. Please disclose the “government securities” referenced in the second paragraph of the revised disclosure in response to Comment 10 of the Response Letter (e.g., treasury bills). Additionally, add intended risk disclosures for the specific government securities identified. Kimberly A. Browning September 26, 2023 Page 4 Response. The Fund may invest in treasury securities. The disclosure has been revised to state the following: With respect to fixed income securities, the Fund may invest in domestic and foreign corporate bonds and notes, U.S. Treasury securities, and money market instruments including money market funds. Additionally, the following risk disclosure has been added to the prospectus: U.S. Treasury Securities Risk. Treasury securities may differ from other debt securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s Treasury securities holdings to decline. Comment 9. Please clarify the criteria used to determine whether issuers are “economically tied” in the disclosure added in response to Comment 11 of the Response Letter. Response. The Registrant refers to its response to Comment 7. Comment 10. Please clarify the disclosure regarding position size provided in response to Comment 15 of the Response Letter to address the aggregate percentage of holdings. The second sentence of the first paragraph under the Principal Investment Strategies states the following: “The Fund will primarily invest in publicly-traded equity securities and fixed income securities.” The last sentence of the second paragraph states the following: “Under normal market conditions, the Fund intends to invest approximately 50%-100% of its net assets in equity securities and up to 50% of its net assets in fixed income securities.” Please explain how the Fund will primarily invest in fixed income securities if it invests 100% of its net assets in equity securities. If the Fund can invest up to 100% in equity securities, how can fixed income securities be a principal investment strategy. Response. The last sentence of the second paragraph under the “Principal Investment Strategies” heading has been revised to the following: Kimberly A. Browning September 26, 2023 Page 5 Under normal market conditions, the Fund intends to invest approximately 65%-90% of its net assets in equity securities and approximately 10%-35% of its net assets in fixed income securities. Comment 11. The first paragraph discloses investments in American Depositary Receipts (“ADRs”), but Item 9 is silent on the risk disclosures of both sponsored and unsponsored ADRs. Additionally, if accurate, include an affirmative statement that the Fund will invest in both sponsored and unsponsored ADRs. Response. The following Item 9 disclosure has been added: Depositary Receipts Risk. Sponsored and unsponsored ADRs are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described above regarding foreign securities apply to investments in ADRs. The corresponding Item 4 disclosure has been added: Depositary Receipts Risk. Sponsored and unsponsored ADRs are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. Holders of unsponsored ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described above regarding foreign securities apply to investments in ADRs. Additionally, the following affirmative statement was added to the first paragraph under the “Principal Investment Strategies” section of the prospectus. Equity securities include common stock and American Depositary Receipts (ADRs), both sponsored and unsponsored, and may be made in companies of any market capitalization, industry or geographical location including foreign and emerging market countries. Kimberly A. Browning September 26, 2023 Page 6 Comment 12. The first sentence of the second paragraph indicates that, with respect to fixed income securities, the Fund may invest in commercial notes. Please specify the types of commercial notes the fund will use and disclose the intended risks of the specific commercial notes applicable to the Fund’s principal investment strategies. Response. The sentence has been revised to the following: With respect to fixed income securities, the Fund may invest in domestic and foreign corporate bonds and notes, U.S. Treasury securities, and money market instruments including money market funds. Principal Risks of Investing in the Fund Comment 13. Per the Registrant’s response to Comment 32 of the Response Letter, under the Limited History of Operations Risk disclosure please replace “other accounts” with “private accounts” for accuracy. Response. The requested revision has been made. Please see attached prospectus with the responsive revision in marked changes. Comment 14. The Item 4 risk summary is silent on credit quality risks, including junk bonds. Please include a brief summary of credit quality risks intended to the Fund’s principal investment strategies and include a fulsome disclosure in Item 9. Response. The following Item 4 risk disclosure has been added: Lower Quality (High-Yield) Debt Securities Risk. The Fund may invest in lower quality debt securities. There is more risk associated with these investments because of reduced creditworthiness and increased risk of default. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. The Following Item 9 risk disclosure has been added: Lower Quality (High-Yield) Debt Securities Risk. The Fund may invest in lower quality debt securities. There is more risk associated with these investments because of reduced creditworthiness and increased risk of default. Lower-quality securities are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default or to be in default, to be unlikely to have the capacity to make required interest payments and repay principal when due in the event of adverse business, financial or economic conditions, or to be in default or not current in the payment of interest or principal. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Kimberly A. Browning September 26, 2023 Page 7 Comment 15. Please remove the terms “such as” in the first sentence of the Equity Risk disclosure as it creates ambiguity with the equity securities the Fund will invest in. Response. The requested revision has been made. Please see attached prospectus with the responsive revision in marked changes. Comment 16. Please revise the penultimate sentence of the Asset Allocation risk paragraph to incorporate the maximum position size of assets in the aggregate. Response. The following sentence has been added to the Asset Allocation disclosures: Under normal market conditions, the Fund intends to invest approximately 65%-90% of its net assets in equity securities and approximately 10%-35% of its net assets in fixed income securities. Comment 17. Please add extension risk under the “Fixed Income Risk” heading. Response. The following disclosure has been added to the Fixed Income Risk disclosures: Extension Risk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e., interest rate sensitivity) and potentially reduce the value of these securities. Comment 18. Please enhance the “Trading Issues” section under the “ETF Structure Risk” heading with the risk disclosure that “in times of market stress, market makers or authorized participants may step away from their respective roles in making a market in the shares of the ETF and in executing purchase or redemption orders, which can lead to wider bid-ask spreads and variances between the market price of ETF shares and the underlying value of those shares.” Additionally, please change the heading from “Trading Issues” to “Market Risk” because in our view this heading addresses more than trading issues. Accordingly, relocate the last sentence (“If the Fund’s shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Fund’s shares.”) to the “Authorized Participant Risk” heading in the section below. Kimberly A. Browning September 26, 2023 Page 8 Response. The disclosures have been revised to the following: Market Risk. Trading in Shares on the Exchange may be halted due to market conditions or for