1. | The Trust acknowledges that in connection with the comments made by the Staff of the SEC, the Staff has not passed generally on the accuracy or adequacy of the disclosure made herein, and the Trust and its management are responsible for the content of such disclosure; |
2. | The Trust acknowledges that the Staff’s comments and changes in disclosure in response to the Staff’s comments does not foreclose the Commission or other regulatory agencies from the opportunity to seek enforcement or take other action with respect to the disclosure made herein; and |
3. | The Trust represents that neither the Trust nor its management will assert the Staff’s comments or changes in disclosure in response to the Staff’s comments as a defense in any action or proceeding by the SEC or any person under the federal securities laws of the United States. |
1. | We note that with respect to the International Fund’s objective, the Fund discloses that it has the same objective as the Portfolio. Does the Fund also have the same principal strategy? If so, please indicate as such. |
2. | With respect to the International Fund’s principal investment strategy disclosure, please indicate the capitalization of the companies in which the Portfolio invests. |
3. | With respect to the small cap risk, if the small cap risk applies to additional Funds, please indicate. For example, the Balanced Fund seems to indicate that it invests in small cap equities. |
4. | With respect to the International Fund’s additional principal risks, if as part of International Fund’s principal investment strategy, the Fund may invest in derivative securities and/or securities in emerging markets, please add corresponding principal risk disclosures. |
5. | Please revise the third sentence of narrative to read: “The tables indicate the risks of investing in the Funds by showingeach Fund’s average annual returns compared to a broad-based securities market index.” |
6. | With respect to the International Fund, within the fee table, Item 3 of Form N-1A, General Instruction (d)(i) states, “If the fund is a Feeder Fund, reflect the aggregate expenses of the feeder Fund and the master Fund in a single fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the expenses of both the Feeder and Master Funds.” Please revise the disclosure accordingly. |
7. | Please also supplementally explain the nature of the contractual obligation to reduce expenses and conform applicable disclosure to Form N-1A. |
8. | With respect to the Balanced Fund, if investment in foreign securities is a principal strategy, as you seem to indicate in the Fund’s Item 4 discussion, please include Item 2 principal strategy and risk disclosure. |
9. | With respect to the Fixed Income Fund, if investment in foreign securities is a principal strategy, as you seem to indicate in Item 4 discussion, please include Item 2 principal strategy and risk disclosure. |
10. | We note that the Funds disclose that they “may” take certain action with respect to short-term investors. If the Funds will not take action in every instance and allow for flexibility (indicated by the use of the word “may”), please add additional risk disclosures in this section (as well as the market-timing activities risk disclosure in Item 2 disclosure) about the risks to shareholders if a Fund does not take such action. If a Fund will take the same action with respect to short-term traders in all instances, please use more definitive language to clarify. |
11. | Please clarify the definition of the term “terminate”. If it means to cancel a trade, please include additional information specifically indicating actions that could be taken. |
12. | With respect to the market timing disclosure generally, please supplementally confirm whether the market timing policies apply uniformly to all investors. If any aspect of the policy does not apply uniformly, please add specific disclosures to that effect. |
13. | Please include the statement called for by Item 5(a)(1)(iii) of Form N-1A. |
14. | Please add disclosure required by Item 1(b)(i) of Form N-1A. |
15. | A. | Please revise the past performance narrative to indicate clearly what information is shown for each Fund. |
B. | Please remove the 5 year column from the Average Annual Returns table - the Fund has only had one year of operations. |
16. | The SAI offers a limitations section regarding all Funds and a separate limitations section with regard to the International Fund and the Portfolio. With respect to the International Fund, are these disclosures identical, and therefore duplicative, of the previous “All Funds” limitations section? Please consider revising for clarity. |
17. | You note that the board has no standing committees; however, under the heading Board Committees both an Audit Committee and a Qualified Legal Compliance Committee are described. Please reconcile these disparate statements. |
18. | In the Directors and Officers table, please be certain to update any information as applicable. |
19. | Please confirm whether or not the Funds have adopted policies and procedures pursuant to new Rule 12b-1(h) under the Investment Company Act of 1940. |
20. | Please, with respect to the International Fund, disclose the Master Fund’s portfolio turnover rate, with a footnote indicating that the Feeder Fund does not have a portfolio turnover rate. |
21. | With respect to the Funds’ current ongoing arrangements, please disclose the identity of the persons receiving the information. (We note that the Funds may disclose future ongoing arrangements but should consider amending the applicable disclosures with the identities of such arrangements should they materialize.) |
22. | Other than the Funds’ service providers, please supplementally confirm that the Funds are not required to describe ongoing arrangements because they first publicly disclose the relevant information. With respect to any ongoing arrangements, please be specific about who is authorizing the release of this information. |
23. | We note that there is permissive language with respect to the Fund’s policies and procedures (i.e. the Fund CCO “may” waive certain requirements.) If the Funds will not take action in every instance and allows for flexibility (indicated by the use of the word “may”), please add additional risk disclosures in this section. Please provide specific examples as to when “these exceptions” may apply. |
24. | Pursuant to Item 11(f)(1)(ii) of Form N-1A, please disclose any requirement that Portfolio Holdings information be kept confidential. |
25. | Please discuss in reasonable detail the means in which the Board exercises oversight of disclosure of the Funds’ portfolio securities. Please indicate that in all instances, the Board will pursue the best interest of shareholders. |