Correspondence 0001683863-25-000324 from Victory Variable Insurance Funds II (CIK 0002042317)
Victory Variable Insurance Funds II (CIK 0002042317)
Date: Jan. 24, 2025 · CIK: 0002042317 · Accession: 0001683863-25-000324
AI Filing Summary & Sentiment
Letter
Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Victory Variable Insurance Funds II Registration Statement on Form N-14
Dear Ms. Quarles and Mr. Eskildsen:
On behalf of Victory Variable Insurance Funds II (the “Registrant” and each individual series, a “Fund” and together, the “Funds”), we submit this response to the comments provided by the Staff of the U.S. Securities and Exchange Commission (the “Commission”) on December 20, 2024 and January 10, 2025, relating the Registrant’s registration statement on Form N-14 filed on December 12, 2024 (the “N-14”).
The Registrant will file with the Commission a pre-effective amendment to the N-14 incorporating the responses to the Staff’s comments described below with respect to the Funds.
Below we identify in bold the Staff’s comments and note in regular type our responses. Capitalized terms used but not defined in this letter have the meanings assigned to them in the N- 14. Page references correspond to the filed version of the N-14.
When a comment specific to one section of the N-14 would apply to similar disclosure elsewhere in the N-14, the Registrant will conform changes consistently throughout the documents, as appropriate. The Registrant will implement all text changes described below substantially as noted here, though some variation in the filing may be appropriate.
The Registrant understands that the Registrant and management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the Staff.
Page 2
1.General: We note that substantial portions of the N-14 are incomplete. Please ensure all information is included in a pre-effective amendment, including the Fee Tables, Expense Examples, the Board’s considerations for approving the reorganization, legal opinions, form of proxy card and any bracketed disclosures. We may have additional comments on such portions when the Registrant completes them in a pre-effective amendment, on disclosures made in response to these comments, on information supplied supplementally or on exhibits added in any amendment.
RESPONSE: The Registrant acknowledges the Staff’s comment. The Registrant will file a pre-effective amendment, which will include required information not contained in the original filing and information in response to the Staff’s comments.
2.Series and Class Information on EDGAR: Please review the Funds’ series and class information on EDGAR. We note that Victory Pioneer Select Mid Cap VCT Portfolio Class I is identified as the acquiring entity with Pioneer Select Mid Cap Growth VCT Portfolio Class I as the target.
Please also confirm whether Class II for Victory Pioneer Select Mid Cap Growth VCT Portfolio should be included because Class II was included in the Registrant’s registration statement on Form N-1A (the “N-1A”).
RESPONSE: The Registrant will update the information filed on EDGAR to correct references to Pioneer Select Mid Cap Growth VCT Portfolio and Victory Pioneer Select Mid Cap Growth VCT Portfolio.
The Registrant confirms that it will not offer Class II shares of Victory Pioneer Select Mid Cap Growth VCT Portfolio. The Registrant will revise the N-1A disclosure accordingly.
3.Questions and Answers, Page FAQ-1: In response to the first question on this page, please add disclosure stating to the effect that if a contract owner does not provide instructions, the insurance company will vote your shares in the same proportion as the shares for which contract owners have provided voting instructions to the insurance company. Also add a statement to the effect that as a result of such proportional voting by the insurance company, it is possible that a small number of contract owners could determine whether the proposal is approved.
RESPONSE: The Registrant will add the disclosure requested in this comment.
4.Questions and Answers, Page FAQ-1: In the full discussion of the Board’s considerations, please explain why the Reorganizations will present opportunities for increased asset growth and economies of scale and why there will be the
Page 3
potential to spread fixed costs over a larger asset base. This discussion should address why these opportunities did not exist previously.
RESPONSE: The Registrant will revise the disclosure to include the Board’s considerations in approving the proposals. The Registrant notes that the disclosure includes that the Board considered, among other factors: “Victory Capital’s distribution capabilities, including its significant network of intermediary relationships, which may provide additional opportunities for the Fund to grow assets and lower fees and expenses through increased economies of scale;” and “Victory Capital’s broad distribution network and a larger fund family of Victory Funds may also provide opportunities for asset growth for the Acquired Fund and economies of scale through the potential to negotiate lower fee rates from service providers and to determine fees based on the assets of the entire Victory Fund complex.”
5.Questions and Answers, Page FAQ-3: If the Victory Pioneer Fund VCT Portfolio will not be subject to certain ESG-related restrictions, please ensure that the Registrant amends the N-1A to reflect the change.
RESPONSE: The Registrant will revise the disclosure in the N-1A consistent with the disclosure included in the pre-effective amendment to the N-14.
6.Questions and Answers, Page FAQ-4: The N-1A refers to Class I and Class II of the Victory Pioneer Select Mid Cap Growth VCT Portfolio. Please include Class II for the Fund if Class II is also part of the Reorganization.
RESPONSE: Please see the response to Comment #2 above.
7.Questions and Answers, Page FAQ-5: Please disclose the estimated dollar amount of reorganization costs paid by the advisers. This disclosure may appear anywhere in the document deemed appropriate by the Registrant.
RESPONSE: The Registrant will revise the disclosure to include the approximate total dollar amounts of the Reorganizations in the N-14s.
8.Please clarify which funds you are referring to when the Registrant uses the defined term “Funds.”
RESPONSE: The Registrant will clarify the disclosure to note that references to “Funds” include both the Acquired Funds and corresponding Acquiring Funds.
9.Please state that the closing of the Reorganizations is conditioned upon the receipt of a tax opinion that the Reorganizations will not result in federal income tax liability for each of the Acquired Funds and its shareholders.
Page 4
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
10.Cover Page to Proxy Statement/Prospectus: Please move the cover page to the Proxy/Prospectus to before the Questions and Answers section.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
11.Cover Page to Proxy Statement/Prospectus, Page 2: Please disclose that the Board voted unanimously to recommend that shareholders approve the proposed reorganizations and revise throughout.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
12.Cover Page to Proxy Statement/Prospectus, Page 3: Please provide the disclosure required by Item 1(b)(4)(i) and (ii) of Form N-14.
RESPONSE: The Registrant will add the following disclosure on Page 3:
This Proxy Statement/Prospectus sets forth concisely the information about each Reorganization and each Acquiring Fund that shareholders should know before voting on the proposed Reorganizations. Please read it carefully and keep it for future reference.
13.Cover Page to Proxy Statement/Prospectus, Page 3: Please delete “As with all mutual funds” introducing the Rule 481 legend.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
14.Summary of Reorganizational Proposal, Page 7: Please present the disclosure
required by Item 3 of Form N-14 in the order set forth in that Item: fee table, synopsis information and risk factors. The risk factors should immediately follow the fee table and synopsis disclosure.
RESPONSE: The Registrant believes that its disclosure is consistent with the Form’s
requirements in that it follows the following order: (a) the fee table, (b) a synopsis describing the a clear and concise discussion of the key features of the transaction, including a comparison of (1) investment objectives and policies; (2) distribution and purchase procedures and exchange rights; (3) redemption procedures; and (4) any other significant considerations, highlighting any differences and discussing federal tax consequences; and (c) a discussion of principal risk factors. With respect to (2), (3) and
(4) noted above, the Registrant notes that since any differences are appliable to each Reorganization, the Registrant believes that describing them in a single place within the N-14 for all Funds is clearer and more concise.
Page 5
15.Page 8, U.S. Federal Income Tax Consequences, Page 8: If true, please state that the each Reorganization is subject to a non-waivable condition that the Acquired Fund will receive an opinion of counsel that the Reorganization will not result in federal income tax liability to the Acquired Fund or its shareholders.
RESPONSE: The Registrant will revise the disclosure to indicate that each Reorganization is subject to a condition that the Acquired Fund will receive an opinion of counsel that the Reorganization will not result in federal income tax liability to the Acquired Fund or its shareholders, and that neither the Acquiring Fund nor the Acquired Fund can waive this condition.
16.Reorganization of Pioneer Bond VCT Portfolio into Victory Pioneer Bond VCT Portfolio, Page 10: Wherever fees are provided, please make clear that the fees do not reflect fees, expenses or withdrawal charges imposed by the insurance contract.
Please include the following narrative: “The fee table does not reflect the fees, expenses or withdrawal charges imposed by the contract. If contract expenses were reflected, the fees in the table would be higher.”
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
17.Comparison of Acquired Funds and Acquiring Funds — All Reorganizations: Please update this section and the rest of the N-14 as necessary to comply with the comments on the N-1A.
RESPONSE: The Registrant will revise the disclosure as requested to reflect its responses to the Staff’s comments provided with respect to the Registrant’s filing on Form N-1A.
18.Comparison of Current and Pro Forma Expenses, Acquired Funds: The disclosure states that the fee tables are as of the most recent fiscal year end. Please confirm that each fee table disclosed is still current, which is a requirement of Item 3 of N- 14.
RESPONSE: The Registrant will revise the fee tables and related disclosure to reflect information included in the financial statements and financial highlights included in the Acquired Funds’ Form N-CSRS filing for the period ended June 30, 2024.
19.Comparison of Current and Pro Forma Expenses, Acquiring Funds: The fee tables for all Acquiring Funds have not been completed in this initial N-14 filing. Please confirm that each fee table will match the fee tables included in the N-1A that will go effective in connection with the Reorganizations.
Page 6
RESPONSE: The Registrant confirms that the fee tables in the N-14 will generally match the fee tables included in the N-1A that will go effective in connection with the Reorganizations. However, as described in footnotes to the Acquiring Funds’ fee tables in the N-14, the Acquiring Funds’ operating expense limits under the Acquired Funds’ expense limitation agreement may be lower than the limits stated in the N-14. For example, please see the below footnote from the Victory Pioneer Bond VCT Portfolio’s fee table describing how the Victory Pioneer Bond VCT Portfolio’s expense limits will be determined, with emphasis added:
(5)Victory Capital, the Acquiring Fund’s investment adviser, has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual fund operating expenses (excluding certain items such as interest, taxes, acquired fund fees and expenses, and brokerage commissions) do not exceed the lower of (i) net expenses associated with investing in the Acquired Fund after application of expense limitation arrangements currently in effect for the Acquired Fund, if any, or (ii) net expenses of the Acquired Fund as of the end of the most recent fiscal year at the time of the closing date of the Reorganization, whichever is lower, for at least three years following the closing of the Reorganization. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to two years after the date of the waiver or reimbursement, subject to the lesser of any operating expense limits in effect at the time of (a) the original waiver or expense reimbursement; or
(b) the recoupment, after giving effect to the recoupment amount. This agreement may only be terminated by the Fund’s Board of Trustees.
In addition, Acquired Fund Fees and Expenses for the Acquiring Funds have been estimated at the same levels as reflected in the corresponding Acquired Fund’s currently effective prospectus dated May 1, 2024. If more current publicly available information on the Acquired Funds’ Acquired Fund Fees and Expenses become available, the Acquired Fund Fees for the Acquiring Funds in the N-1A that will go effective in connection with the Reorganizations will be revised accordingly.
20.Comparison of Current and Pro Forma Expenses, Acquired Funds: Please ensure all fee tables are formatted appropriately to, and have titles that, comply with Item 3 of Form N-1A. For example: (1) for Acquired Funds with AFFE, there is a line that would indicate that it is a subtotal, but the line does not reflect a subtotal; and
(2) certain funds have line item titles that do not conform to Item 3 of N-1A (e.g., Total Annual Fund Operating Expenses Plus Acquired Fees and Expenses and Net Expenses Plus Acquired Fees and Examples are not titles prescribed by Form N- 1A).
Page 7
RESPONSE: The Registrant will remove all lines from the fee tables including those that indicate an item is a subtotal when the item is not a subtotal.
The Registrant understands that the Acquired Funds’ fee tables were developed in response to prior Staff comments to the Acquired Funds’ prospectuses. The Registrant believes that no changes with respect to the Acquired Funds’ fee tables are necessary at this time and that the changes requested by the Staff could lead to investor confusion.
21.Fee Tables, Acquired Funds and Acquiring Funds: The fee tables include two different footnotes for AFFE, one for the Acquired Funds and one for the Acquiring Funds. Please consider if two different footnotes are necessary.
RESPONSE: The Registrant has considered the Staff’s comment and determined to include both versions of the AFFE foo
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filename1.htm
VVIF II N-14 Response Comment Letter
SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
FILED VIA EDGAR
January 24, 2025
Ellie Quarles
Chad Eskildsen
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Victory Variable Insurance Funds II
Registration Statement on Form N-14
Dear Ms. Quarles and Mr. Eskildsen:
On behalf of Victory Variable Insurance Funds II (the “Registrant” and each individual series, a “Fund” and together, the “Funds”), we submit this response to the comments provided by the Staff of the U.S. Securities and Exchange Commission (the “Commission”) on December 20, 2024 and January 10, 2025, relating the Registrant’s registration statement on Form N-14 filed on December 12, 2024 (the “N-14”).
The Registrant will file with the Commission a pre-effective amendment to the N-14 incorporating the responses to the Staff’s comments described below with respect to the Funds.
Below we identify in bold the Staff’s comments and note in regular type our responses. Capitalized terms used but not defined in this letter have the meanings assigned to them in the N- 14. Page references correspond to the filed version of the N-14.
When a comment specific to one section of the N-14 would apply to similar disclosure elsewhere in the N-14, the Registrant will conform changes consistently throughout the documents, as appropriate. The Registrant will implement all text changes described below substantially as noted here, though some variation in the filing may be appropriate.
The Registrant understands that the Registrant and management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the Staff.
Page 2
1.General: We note that substantial portions of the N-14 are incomplete. Please ensure all information is included in a pre-effective amendment, including the Fee Tables, Expense Examples, the Board’s considerations for approving the reorganization, legal opinions, form of proxy card and any bracketed disclosures. We may have additional comments on such portions when the Registrant completes them in a pre-effective amendment, on disclosures made in response to these comments, on information supplied supplementally or on exhibits added in any amendment.
RESPONSE: The Registrant acknowledges the Staff’s comment. The Registrant will file a pre-effective amendment, which will include required information not contained in the original filing and information in response to the Staff’s comments.
2.Series and Class Information on EDGAR: Please review the Funds’ series and class information on EDGAR. We note that Victory Pioneer Select Mid Cap VCT Portfolio Class I is identified as the acquiring entity with Pioneer Select Mid Cap Growth VCT Portfolio Class I as the target.
Please also confirm whether Class II for Victory Pioneer Select Mid Cap Growth VCT Portfolio should be included because Class II was included in the Registrant’s registration statement on Form N-1A (the “N-1A”).
RESPONSE: The Registrant will update the information filed on EDGAR to correct references to Pioneer Select Mid Cap Growth VCT Portfolio and Victory Pioneer Select Mid Cap Growth VCT Portfolio.
The Registrant confirms that it will not offer Class II shares of Victory Pioneer Select Mid Cap Growth VCT Portfolio. The Registrant will revise the N-1A disclosure accordingly.
3.Questions and Answers, Page FAQ-1: In response to the first question on this page, please add disclosure stating to the effect that if a contract owner does not provide instructions, the insurance company will vote your shares in the same proportion as the shares for which contract owners have provided voting instructions to the insurance company. Also add a statement to the effect that as a result of such proportional voting by the insurance company, it is possible that a small number of contract owners could determine whether the proposal is approved.
RESPONSE: The Registrant will add the disclosure requested in this comment.
4.Questions and Answers, Page FAQ-1: In the full discussion of the Board’s considerations, please explain why the Reorganizations will present opportunities for increased asset growth and economies of scale and why there will be the
Page 3
potential to spread fixed costs over a larger asset base. This discussion should address why these opportunities did not exist previously.
RESPONSE: The Registrant will revise the disclosure to include the Board’s considerations in approving the proposals. The Registrant notes that the disclosure includes that the Board considered, among other factors: “Victory Capital’s distribution capabilities, including its significant network of intermediary relationships, which may provide additional opportunities for the Fund to grow assets and lower fees and expenses through increased economies of scale;” and “Victory Capital’s broad distribution network and a larger fund family of Victory Funds may also provide opportunities for asset growth for the Acquired Fund and economies of scale through the potential to negotiate lower fee rates from service providers and to determine fees based on the assets of the entire Victory Fund complex.”
5.Questions and Answers, Page FAQ-3: If the Victory Pioneer Fund VCT Portfolio will not be subject to certain ESG-related restrictions, please ensure that the Registrant amends the N-1A to reflect the change.
RESPONSE: The Registrant will revise the disclosure in the N-1A consistent with the disclosure included in the pre-effective amendment to the N-14.
6.Questions and Answers, Page FAQ-4: The N-1A refers to Class I and Class II of the Victory Pioneer Select Mid Cap Growth VCT Portfolio. Please include Class II for the Fund if Class II is also part of the Reorganization.
RESPONSE: Please see the response to Comment #2 above.
7.Questions and Answers, Page FAQ-5: Please disclose the estimated dollar amount of reorganization costs paid by the advisers. This disclosure may appear anywhere in the document deemed appropriate by the Registrant.
RESPONSE: The Registrant will revise the disclosure to include the approximate total dollar amounts of the Reorganizations in the N-14s.
8.Please clarify which funds you are referring to when the Registrant uses the defined term “Funds.”
RESPONSE: The Registrant will clarify the disclosure to note that references to “Funds” include both the Acquired Funds and corresponding Acquiring Funds.
9.Please state that the closing of the Reorganizations is conditioned upon the receipt of a tax opinion that the Reorganizations will not result in federal income tax liability for each of the Acquired Funds and its shareholders.
Page 4
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
10.Cover Page to Proxy Statement/Prospectus: Please move the cover page to the Proxy/Prospectus to before the Questions and Answers section.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
11.Cover Page to Proxy Statement/Prospectus, Page 2: Please disclose that the Board voted unanimously to recommend that shareholders approve the proposed reorganizations and revise throughout.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
12.Cover Page to Proxy Statement/Prospectus, Page 3: Please provide the disclosure required by Item 1(b)(4)(i) and (ii) of Form N-14.
RESPONSE: The Registrant will add the following disclosure on Page 3:
This Proxy Statement/Prospectus sets forth concisely the information about each Reorganization and each Acquiring Fund that shareholders should know before voting on the proposed Reorganizations. Please read it carefully and keep it for future reference.
13.Cover Page to Proxy Statement/Prospectus, Page 3: Please delete “As with all mutual funds” introducing the Rule 481 legend.
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
14.Summary of Reorganizational Proposal, Page 7: Please present the disclosure
required by Item 3 of Form N-14 in the order set forth in that Item: fee table, synopsis information and risk factors. The risk factors should immediately follow the fee table and synopsis disclosure.
RESPONSE: The Registrant believes that its disclosure is consistent with the Form’s
requirements in that it follows the following order: (a) the fee table, (b) a synopsis describing the a clear and concise discussion of the key features of the transaction, including a comparison of (1) investment objectives and policies; (2) distribution and purchase procedures and exchange rights; (3) redemption procedures; and (4) any other significant considerations, highlighting any differences and discussing federal tax consequences; and (c) a discussion of principal risk factors. With respect to (2), (3) and
(4) noted above, the Registrant notes that since any differences are appliable to each Reorganization, the Registrant believes that describing them in a single place within the N-14 for all Funds is clearer and more concise.
Page 5
15.Page 8, U.S. Federal Income Tax Consequences, Page 8: If true, please state that the each Reorganization is subject to a non-waivable condition that the Acquired Fund will receive an opinion of counsel that the Reorganization will not result in federal income tax liability to the Acquired Fund or its shareholders.
RESPONSE: The Registrant will revise the disclosure to indicate that each Reorganization is subject to a condition that the Acquired Fund will receive an opinion of counsel that the Reorganization will not result in federal income tax liability to the Acquired Fund or its shareholders, and that neither the Acquiring Fund nor the Acquired Fund can waive this condition.
16.Reorganization of Pioneer Bond VCT Portfolio into Victory Pioneer Bond VCT Portfolio, Page 10: Wherever fees are provided, please make clear that the fees do not reflect fees, expenses or withdrawal charges imposed by the insurance contract.
Please include the following narrative: “The fee table does not reflect the fees, expenses or withdrawal charges imposed by the contract. If contract expenses were reflected, the fees in the table would be higher.”
RESPONSE: The Registrant will revise the disclosure as requested in this comment.
17.Comparison of Acquired Funds and Acquiring Funds — All Reorganizations: Please update this section and the rest of the N-14 as necessary to comply with the comments on the N-1A.
RESPONSE: The Registrant will revise the disclosure as requested to reflect its responses to the Staff’s comments provided with respect to the Registrant’s filing on Form N-1A.
18.Comparison of Current and Pro Forma Expenses, Acquired Funds: The disclosure states that the fee tables are as of the most recent fiscal year end. Please confirm that each fee table disclosed is still current, which is a requirement of Item 3 of N- 14.
RESPONSE: The Registrant will revise the fee tables and related disclosure to reflect information included in the financial statements and financial highlights included in the Acquired Funds’ Form N-CSRS filing for the period ended June 30, 2024.
19.Comparison of Current and Pro Forma Expenses, Acquiring Funds: The fee tables for all Acquiring Funds have not been completed in this initial N-14 filing. Please confirm that each fee table will match the fee tables included in the N-1A that will go effective in connection with the Reorganizations.
Page 6
RESPONSE: The Registrant confirms that the fee tables in the N-14 will generally match the fee tables included in the N-1A that will go effective in connection with the Reorganizations. However, as described in footnotes to the Acquiring Funds’ fee tables in the N-14, the Acquiring Funds’ operating expense limits under the Acquired Funds’ expense limitation agreement may be lower than the limits stated in the N-14. For example, please see the below footnote from the Victory Pioneer Bond VCT Portfolio’s fee table describing how the Victory Pioneer Bond VCT Portfolio’s expense limits will be determined, with emphasis added:
(5)Victory Capital, the Acquiring Fund’s investment adviser, has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual fund operating expenses (excluding certain items such as interest, taxes, acquired fund fees and expenses, and brokerage commissions) do not exceed the lower of (i) net expenses associated with investing in the Acquired Fund after application of expense limitation arrangements currently in effect for the Acquired Fund, if any, or (ii) net expenses of the Acquired Fund as of the end of the most recent fiscal year at the time of the closing date of the Reorganization, whichever is lower, for at least three years following the closing of the Reorganization. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to two years after the date of the waiver or reimbursement, subject to the lesser of any operating expense limits in effect at the time of (a) the original waiver or expense reimbursement; or
(b) the recoupment, after giving effect to the recoupment amount. This agreement may only be terminated by the Fund’s Board of Trustees.
In addition, Acquired Fund Fees and Expenses for the Acquiring Funds have been estimated at the same levels as reflected in the corresponding Acquired Fund’s currently effective prospectus dated May 1, 2024. If more current publicly available information on the Acquired Funds’ Acquired Fund Fees and Expenses become available, the Acquired Fund Fees for the Acquiring Funds in the N-1A that will go effective in connection with the Reorganizations will be revised accordingly.
20.Comparison of Current and Pro Forma Expenses, Acquired Funds: Please ensure all fee tables are formatted appropriately to, and have titles that, comply with Item 3 of Form N-1A. For example: (1) for Acquired Funds with AFFE, there is a line that would indicate that it is a subtotal, but the line does not reflect a subtotal; and
(2) certain funds have line item titles that do not conform to Item 3 of N-1A (e.g., Total Annual Fund Operating Expenses Plus Acquired Fees and Expenses and Net Expenses Plus Acquired Fees and Examples are not titles prescribed by Form N- 1A).
Page 7
RESPONSE: The Registrant will remove all lines from the fee tables including those that indicate an item is a subtotal when the item is not a subtotal.
The Registrant understands that the Acquired Funds’ fee tables were developed in response to prior Staff comments to the Acquired Funds’ prospectuses. The Registrant believes that no changes with respect to the Acquired Funds’ fee tables are necessary at this time and that the changes requested by the Staff could lead to investor confusion.
21.Fee Tables, Acquired Funds and Acquiring Funds: The fee tables include two different footnotes for AFFE, one for the Acquired Funds and one for the Acquiring Funds. Please consider if two different footnotes are necessary.
RESPONSE: The Registrant has considered the Staff’s comment and determined to include both versions of the AFFE foo