Correspondence 0000894189-23-002568 from Aristotle Funds Series Trust (CIK 0001959372)
Aristotle Funds Series Trust (CIK 0001959372)
Date: April 10, 2023 · CIK: 0001959372 · Accession: 0000894189-23-002568
AI Filing Summary & Sentiment
File numbers found in text: 333-269217
Letter
VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Michael Rosenberg Re: Registration Statement of Aristotle Funds Series Trust (File No. 333-269217) on Form N-1A, filed on January 13, 2023
Dear Mr. Rosenberg:
I am writing on behalf of Aristotle Funds Series Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on the registration statement of the Trust on Form N-1A, filed on January 13, 2023 (the “Registration Statement”). The Registration Statement was filed to register the Trust as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and to register for public offer and sale under the Securities Act of 1933, as amended (the “1933 Act”) shares of Aristotle Portfolio Optimization Conservative Fund, Aristotle Portfolio Optimization Moderate Conservative Fund, Aristotle Portfolio Optimization Moderate Fund, Aristotle Portfolio Optimization Growth Fund and Aristotle Portfolio Optimization Aggressive Growth Fund, Aristotle Ultra Short Income Fund, Aristotle Short Duration Income Fund, Aristotle Core Income Fund, Aristotle ESG Core Bond Fund, Aristotle Strategic Income Fund, Aristotle Floating Rate Income Fund, Aristotle High Yield Bond Fund, Aristotle Small Cap Equity Fund II and Aristotle Small/Mid Cap Equity Fund and the Class I shares of Aristotle Growth Equity Fund, Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II, Aristotle High Income Fund (each a “Fund,” and collectively, the “Funds”).
On February 8, 2023, the Staff provided written comments regarding the Registration Statement by email to Teo Sax of Ropes & Gray LLP, counsel to the Trust (“Ropes & Gray”). The Staff’s written comment letter is attached hereto as Appendix A. Additionally, on April 6, 2023 the Staff provided oral comments regarding the Registration Statement to Elizabeth Reza and Andrew Lawson of Ropes & Gray. The Trust will reflect the revisions discussed herein in response to the Staff’s comments and make certain non-material changes as appropriate in a subsequent pre-effective amendment to the Registration Statement. Each of the Staff’s comments is included in this letter immediately before the Trust’s corresponding response. Capitalized terms not otherwise
April 6, 2023
defined herein have the meanings ascribed to them in the Registration Statement. Revisions to existing disclosure included below are reflected, as applicable, with the new text underlined in blue and the deleted text shown in red strikethrough.
General Comments
Comment: Where a comment is made with regard to the disclosure in one location or Fund, it is applicable to all similar disclosure appearing elsewhere in the registration statement. Additionally, we note that portions of the Registration Statement are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, as well as on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
Response: The Trust acknowledges the comment.
I.Cover Page
1.Comment: The Cover Page states that the “Funds covered by this Registration Statement (the “Funds”) have been organized, and are being registered, in order to serve as the surviving funds in “shell reorganizations” with series of another registered investment company.” The staff notes that no Form N-14 relating to Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II and Aristotle High Income Fund has been filed. Please inform the staff of any additional mergers that may be contemplated.
Response: The Trust notes that while no Form N-14 has been filed with respect to Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II and Aristotle High Income Fund, the Trust currently anticipates that these Funds will be proposed to serve as surviving funds as part of subsequent reorganizations with series of another registered investment company.
II.Aristotle Portfolio Optimization Conservative Fund
2.Comment: For those Funds where the management fee differs between classes, please explain how the difference is consistent with rule 18f-3. Please see the Staff’s recently issued guidance on mutual funds' obligations under Section 18 of the 1940 Act and Rule 18f-3 thereunder, as to the use of fee waiver and expense reimbursement arrangements that result in differing advisory fees for different share classes of the same fund. http://www.sec.gov/investment/differential-advisory-fee-waivers
Response: The Trust notes that, as disclosed in the footnote to the “management fee” row in the relevant fee tables, the “management fee” consists of both an Advisory Fee and a separate Supervision and Administration Fee paid to Aristotle. The differences in the “management fee” between share classes results solely from “class-specific expenses” borne under the Supervision and Administration Agreement, which covers only shareholder and other services that may vary across share classes consistent with Rule 18f-3 under the 1940 Act. In order to make the distinction clearer to the reader, the Trust will break out each Fund’s Advisory Fee and Supervision and Administration Fee in the footnote to the “management fee” row in the fee table.
April 6, 2023
3.Comment: Please supplementally inform the staff whether the portfolio turnover rate for any Fund is expected to increase as a result of the reorganization and merger involving certain series of Pacific Funds Trust and Aristotle Funds Series Trust (the “Reorganization”). If so, please disclose that fact where applicable.
Response: The Trust does not anticipate that the portfolio turnover rate for any Fund will materially increase as a result of the Reorganization.
4.Comment: Please disclose for each Fund the role of the investment adviser in the Fund's investment process. Please disclose the types of securities that comprise the “narrower asset classes.”
Response: Because day-to-day management of each Fund is the responsibility of the sub-adviser to the Fund, it is not anticipated that the investment adviser will play an active role in the day-to-day execution of the investment process for any Fund. The Trust believes the investment adviser’s role in overseeing the sub-advisers and managing the Trust is adequately explained in the section titled “About Management.” In response to the part of the comment regarding “narrower asset classes,” the Trust will revise the relevant disclosure as follows:
The sub-adviser manages the Fund using an approximate 10-year investment horizon. An asset class target allocation for the Fund is developed that seeks to meet the Fund’s investment goal using both broad asset classes and narrowerequity and debt asset classes. The broad equity asset class includes narrower asset classes such as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class also includes narrower asset classes such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.
5.Comment: Please disclose whether the Sub-adviser also monitors and evaluates the managers of unaffiliated ETFs to ensure that each Manager’s investment style and approach continue to be appropriate for the Underlying Fund it manages.
Response: In response to this comment, and after further consideration, the Trust has determined that Manager Oversight will not be a part of the principal strategy of the Portfolio Optimization Funds following the Reorganizations, as unaffiliated sub-advisers will no longer be hired by the adviser or sub-adviser to manage the underlying funds. As a result, the Trust will delete the referenced disclosure.
6.Comment: Please disclose that if the Fund has to sell an ETF share when the share is trading at a discount, the trust will receive a price that is less than the ETF’s net asset value. This risk is separate and distinct from the risk that the net asset value of the ETF shares may decrease. Further disclose that as a result of the ETF's annual fees and expenses, shareholders will bear not only their share of the Fund’s expenses, but also the expenses of the underlying ETFs.
Response: In response to this comment, the Trust will revise the ETF Risk disclosure as marked below.
ETF Risk: Shares of ETFs typically trade on securities exchanges and may at times trade at a premium or discount to their net asset values. If the Fund has to sell shares of an ETF when the shares are trading at a discount, the Fund will receive a price that is less than the ETF’s net asset value per share. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track. Investing in ETFs, which areAn investment companies, involves duplication of advisory fees and certain other expensesin an ETF is an investment in another investment company and therefore, the Fund’s shareholders will indirectly
April 6, 2023
bear a proportionate share of any fees and expenses of the ETFs in which the Fund invests. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs.
7.Comment: Please consider whether issuer risk is a principal risk from holdings in Underlying Funds. In particular, a security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's products or services, or factors that affect the issuer’ industry, such as labor shortages or increased production costs and competitive conditions within an industry.
Response: The Trust does not believe that “Issuer Risk” is a principal risk of investing in the Aristotle Funds. In response to this comment, the Trust will revise the Equity Securities Risk disclosure as marked below.
Equity Securities Risk: Equity securities tend to go up and down in value, sometimes rapidly and unpredictably. An equity security’s market value may decline for a number of reasons that relate to a particular issuer, such as management performance, financial leverage, reduced demand for the issuer's products or services, or as a result of factors that affect the issuer’s industry or market more broadly, such as labor shortages, increased production costs, or competitive conditions within an industry.
8.Comment: Please consider adding the risks associated with debt securities in general, such as: (1) the risk that the market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally; (2) the fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates); (3) an unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions; and (4) Federal Reserve policy in response to market conditions, including with respect to interest rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities.
Response: In response to this comment, the Trust will revise the Debt Securities Risk disclosure as marked below.
Debt Securities Risk: Debt securities and other debt instruments are subject to many risks, including interest rate risk and credit risk, which may affect their value. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Federal Reserve policy in response to market conditions may adversely affect the value, volatility and liquidity of debt securities.
9.Comment: We note that Geographic Risk is listed as a Principal Risk of an Underlying Fund. To the extent geographic focus risk is a principal risk, please provide corresponding disclosure describing how geographic focus is part of the principal investment strategy.
Response: The Trust notes that, as disclosed in the principal investment strategy, the sub-adviser uses “dynamic positioning” to allocate the Portfolio Optimization Funds’ assets among multiple broad and narrow asset classes based on its views of market conditions, its
April 6, 2023
outlook for various asset classes, and other factors. As such, the Portfolio Optimization Funds do not as a principal investment strategy seek to focus their investment in any particular geographic region. However, as disclosed in the principal investment strategy, the asset classes among which the Portfolio Optimization Funds’ assets may be allocated include, among others, international and emerging markets equities and international and emerging markets debt, and any Underlying Funds that provide exposure to such asset classes may focus their investments in particular geographical regions. The Trust submits that the Principal Risks section adequately discloses that each Portfolio Optimization Fund is subject to the risks of the Underlying Funds in which it invests and that the “Geographic Focus Risk” applies only “[i]f an Underlying Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region.” Therefore, the Trust respectfully submits that revisions to the principal investment strategy would not be appropriate.
10.Comment: We note that the fund invests in convertible securities. If the fund invests or expects to invest in contingent convertible securities (“CoCos”), the fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the fund invests in CoCos, and the characteristics of the CoCos, (e.g., the credit quality, the conversion triggers). If CoCos are or will be a principal type of investment, the fund should provide a description of them and should provide appropriate risk disclosure. In addition, please supplementally inform us whether the fund intends to invest or currently invests in CoCos and the amount the fund currently invests in CoCos.
Response: The Trust confirms that the Fund does not currently expect to invest in CoCos.
11.Comment: Please supplementally confirm that the Aristotle Portfolio Optimization Conservative Composite Benchmark existed in 1 year/5 year/10 year periods. Include a footnote that describes this index.
Response: The Trust submits that, as disclosed under “Additional Information About Fund Performance,” the Aristotle Por
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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM
April 10, 2023
Andrew Lawson
T + 1 617 951 7149
andrew.lawson@ropesgray.com
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Michael Rosenberg
Re: Registration Statement of Aristotle Funds Series Trust (File No. 333-269217) on Form N-1A, filed on January 13, 2023
Dear Mr. Rosenberg:
I am writing on behalf of Aristotle Funds Series Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on the registration statement of the Trust on Form N-1A, filed on January 13, 2023 (the “Registration Statement”). The Registration Statement was filed to register the Trust as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and to register for public offer and sale under the Securities Act of 1933, as amended (the “1933 Act”) shares of Aristotle Portfolio Optimization Conservative Fund, Aristotle Portfolio Optimization Moderate Conservative Fund, Aristotle Portfolio Optimization Moderate Fund, Aristotle Portfolio Optimization Growth Fund and Aristotle Portfolio Optimization Aggressive Growth Fund, Aristotle Ultra Short Income Fund, Aristotle Short Duration Income Fund, Aristotle Core Income Fund, Aristotle ESG Core Bond Fund, Aristotle Strategic Income Fund, Aristotle Floating Rate Income Fund, Aristotle High Yield Bond Fund, Aristotle Small Cap Equity Fund II and Aristotle Small/Mid Cap Equity Fund and the Class I shares of Aristotle Growth Equity Fund, Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II, Aristotle High Income Fund (each a “Fund,” and collectively, the “Funds”).
On February 8, 2023, the Staff provided written comments regarding the Registration Statement by email to Teo Sax of Ropes & Gray LLP, counsel to the Trust (“Ropes & Gray”). The Staff’s written comment letter is attached hereto as Appendix A. Additionally, on April 6, 2023 the Staff provided oral comments regarding the Registration Statement to Elizabeth Reza and Andrew Lawson of Ropes & Gray. The Trust will reflect the revisions discussed herein in response to the Staff’s comments and make certain non-material changes as appropriate in a subsequent pre-effective amendment to the Registration Statement. Each of the Staff’s comments is included in this letter immediately before the Trust’s corresponding response. Capitalized terms not otherwise
1
April 6, 2023
defined herein have the meanings ascribed to them in the Registration Statement. Revisions to existing disclosure included below are reflected, as applicable, with the new text underlined in blue and the deleted text shown in red strikethrough.
General Comments
Comment: Where a comment is made with regard to the disclosure in one location or Fund, it is applicable to all similar disclosure appearing elsewhere in the registration statement. Additionally, we note that portions of the Registration Statement are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, as well as on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
Response: The Trust acknowledges the comment.
I.Cover Page
1.Comment: The Cover Page states that the “Funds covered by this Registration Statement (the “Funds”) have been organized, and are being registered, in order to serve as the surviving funds in “shell reorganizations” with series of another registered investment company.” The staff notes that no Form N-14 relating to Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II and Aristotle High Income Fund has been filed. Please inform the staff of any additional mergers that may be contemplated.
Response: The Trust notes that while no Form N-14 has been filed with respect to Aristotle Value Equity Fund II, Aristotle International Equity Fund II, Aristotle/Saul Global Equity Fund II, Aristotle Core Equity Fund II and Aristotle High Income Fund, the Trust currently anticipates that these Funds will be proposed to serve as surviving funds as part of subsequent reorganizations with series of another registered investment company.
II.Aristotle Portfolio Optimization Conservative Fund
2.Comment: For those Funds where the management fee differs between classes, please explain how the difference is consistent with rule 18f-3. Please see the Staff’s recently issued guidance on mutual funds' obligations under Section 18 of the 1940 Act and Rule 18f-3 thereunder, as to the use of fee waiver and expense reimbursement arrangements that result in differing advisory fees for different share classes of the same fund. http://www.sec.gov/investment/differential-advisory-fee-waivers
Response: The Trust notes that, as disclosed in the footnote to the “management fee” row in the relevant fee tables, the “management fee” consists of both an Advisory Fee and a separate Supervision and Administration Fee paid to Aristotle. The differences in the “management fee” between share classes results solely from “class-specific expenses” borne under the Supervision and Administration Agreement, which covers only shareholder and other services that may vary across share classes consistent with Rule 18f-3 under the 1940 Act. In order to make the distinction clearer to the reader, the Trust will break out each Fund’s Advisory Fee and Supervision and Administration Fee in the footnote to the “management fee” row in the fee table.
2
April 6, 2023
3.Comment: Please supplementally inform the staff whether the portfolio turnover rate for any Fund is expected to increase as a result of the reorganization and merger involving certain series of Pacific Funds Trust and Aristotle Funds Series Trust (the “Reorganization”). If so, please disclose that fact where applicable.
Response: The Trust does not anticipate that the portfolio turnover rate for any Fund will materially increase as a result of the Reorganization.
4.Comment: Please disclose for each Fund the role of the investment adviser in the Fund's investment process. Please disclose the types of securities that comprise the “narrower asset classes.”
Response: Because day-to-day management of each Fund is the responsibility of the sub-adviser to the Fund, it is not anticipated that the investment adviser will play an active role in the day-to-day execution of the investment process for any Fund. The Trust believes the investment adviser’s role in overseeing the sub-advisers and managing the Trust is adequately explained in the section titled “About Management.” In response to the part of the comment regarding “narrower asset classes,” the Trust will revise the relevant disclosure as follows:
The sub-adviser manages the Fund using an approximate 10-year investment horizon. An asset class target allocation for the Fund is developed that seeks to meet the Fund’s investment goal using both broad asset classes and narrowerequity and debt asset classes. The broad equity asset class includes narrower asset classes such as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class also includes narrower asset classes such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.
5.Comment: Please disclose whether the Sub-adviser also monitors and evaluates the managers of unaffiliated ETFs to ensure that each Manager’s investment style and approach continue to be appropriate for the Underlying Fund it manages.
Response: In response to this comment, and after further consideration, the Trust has determined that Manager Oversight will not be a part of the principal strategy of the Portfolio Optimization Funds following the Reorganizations, as unaffiliated sub-advisers will no longer be hired by the adviser or sub-adviser to manage the underlying funds. As a result, the Trust will delete the referenced disclosure.
6.Comment: Please disclose that if the Fund has to sell an ETF share when the share is trading at a discount, the trust will receive a price that is less than the ETF’s net asset value. This risk is separate and distinct from the risk that the net asset value of the ETF shares may decrease. Further disclose that as a result of the ETF's annual fees and expenses, shareholders will bear not only their share of the Fund’s expenses, but also the expenses of the underlying ETFs.
Response: In response to this comment, the Trust will revise the ETF Risk disclosure as marked below.
ETF Risk: Shares of ETFs typically trade on securities exchanges and may at times trade at a premium or discount to their net asset values. If the Fund has to sell shares of an ETF when the shares are trading at a discount, the Fund will receive a price that is less than the ETF’s net asset value per share. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track. Investing in ETFs, which areAn investment companies, involves duplication of advisory fees and certain other expensesin an ETF is an investment in another investment company and therefore, the Fund’s shareholders will indirectly
3
April 6, 2023
bear a proportionate share of any fees and expenses of the ETFs in which the Fund invests. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs.
7.Comment: Please consider whether issuer risk is a principal risk from holdings in Underlying Funds. In particular, a security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's products or services, or factors that affect the issuer’ industry, such as labor shortages or increased production costs and competitive conditions within an industry.
Response: The Trust does not believe that “Issuer Risk” is a principal risk of investing in the Aristotle Funds. In response to this comment, the Trust will revise the Equity Securities Risk disclosure as marked below.
Equity Securities Risk: Equity securities tend to go up and down in value, sometimes rapidly and unpredictably. An equity security’s market value may decline for a number of reasons that relate to a particular issuer, such as management performance, financial leverage, reduced demand for the issuer's products or services, or as a result of factors that affect the issuer’s industry or market more broadly, such as labor shortages, increased production costs, or competitive conditions within an industry.
8.Comment: Please consider adding the risks associated with debt securities in general, such as: (1) the risk that the market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally; (2) the fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates); (3) an unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund's shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund's share price and increase the fund's liquidity risk, fund expenses and/or taxable distributions; and (4) Federal Reserve policy in response to market conditions, including with respect to interest rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities.
Response: In response to this comment, the Trust will revise the Debt Securities Risk disclosure as marked below.
Debt Securities Risk: Debt securities and other debt instruments are subject to many risks, including interest rate risk and credit risk, which may affect their value. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Federal Reserve policy in response to market conditions may adversely affect the value, volatility and liquidity of debt securities.
9.Comment: We note that Geographic Risk is listed as a Principal Risk of an Underlying Fund. To the extent geographic focus risk is a principal risk, please provide corresponding disclosure describing how geographic focus is part of the principal investment strategy.
Response: The Trust notes that, as disclosed in the principal investment strategy, the sub-adviser uses “dynamic positioning” to allocate the Portfolio Optimization Funds’ assets among multiple broad and narrow asset classes based on its views of market conditions, its
4
April 6, 2023
outlook for various asset classes, and other factors. As such, the Portfolio Optimization Funds do not as a principal investment strategy seek to focus their investment in any particular geographic region. However, as disclosed in the principal investment strategy, the asset classes among which the Portfolio Optimization Funds’ assets may be allocated include, among others, international and emerging markets equities and international and emerging markets debt, and any Underlying Funds that provide exposure to such asset classes may focus their investments in particular geographical regions. The Trust submits that the Principal Risks section adequately discloses that each Portfolio Optimization Fund is subject to the risks of the Underlying Funds in which it invests and that the “Geographic Focus Risk” applies only “[i]f an Underlying Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region.” Therefore, the Trust respectfully submits that revisions to the principal investment strategy would not be appropriate.
10.Comment: We note that the fund invests in convertible securities. If the fund invests or expects to invest in contingent convertible securities (“CoCos”), the fund should consider what, if any, disclosure is appropriate. The type and location of disclosure will depend on, among other things, the extent to which the fund invests in CoCos, and the characteristics of the CoCos, (e.g., the credit quality, the conversion triggers). If CoCos are or will be a principal type of investment, the fund should provide a description of them and should provide appropriate risk disclosure. In addition, please supplementally inform us whether the fund intends to invest or currently invests in CoCos and the amount the fund currently invests in CoCos.
Response: The Trust confirms that the Fund does not currently expect to invest in CoCos.
11.Comment: Please supplementally confirm that the Aristotle Portfolio Optimization Conservative Composite Benchmark existed in 1 year/5 year/10 year periods. Include a footnote that describes this index.
Response: The Trust submits that, as disclosed under “Additional Information About Fund Performance,” the Aristotle Por