corresp
Ropes & Gray LLP
One International Place
Boston, MA
(617) 951-7000
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June 29, 2010 |
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Andrew D. Wilkins
617-951-7392
617-235-9303 fax
andrew.wilkins@ropesgray.com
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VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Ms. Linda Stirling
Re: GMO Trust (File Nos. 2-98772 and 811-04347) (the Trust or Registrant)
Ladies and Gentlemen:
On June 14, 2010, Linda Stirling of the staff of the Securities and Exchange Commission (the Staff
Reviewer) provided oral comments to Thomas R. Hiller, Elizabeth J. Reza, and Andrew Wilkins of
Ropes & Gray LLP regarding Post-Effective Amendment No. 140 under the Securities Act of 1933, as
amended (the Securities Act), and Amendment No. 176 under the Investment Company Act of 1940, as
amended (the 1940 Act), to the Registrants Registration Statement on Form N-1A (Amendment No.
140/176).
Certain comments regarding Amendment No. 140/176 were addressed to the Staff Reviewers
satisfaction during our conversation on June 14, 2010. The Staff Reviewer requested that the
Registrant respond to the remaining comments via EDGAR correspondence on the date the Registrant
submits its Rule 485(b) filing. Accordingly, responses to the Staff Reviewers comments on
Amendment No. 140/176 are set forth below.
GMO Trust Multiclass Prospectus (the Prospectus)
All Funds
Investment Objectives
1. For each Fund with an investment objective of total return, please confirm that the Prospectus
explains that the term indicates an objective of obtaining both capital appreciation and income.
Please also explain how each Funds principal investment strategies generate capital appreciation
and income and, if necessary, supplement the strategy disclosure accordingly.
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Response: A statement that total return includes both capital appreciation and income is
located in the Prospectus under Additional Information About the Funds Investment Strategies,
Risks, and Expenses Certain Definitions. The Registrant notes that equity and fixed income
securities and other investments offer potential for both capital appreciation and income for a
Fund with total return as an investment objective. The Registrant also notes that to the extent an
investor is interested in the specific contributions of capital appreciation and income to a Funds
total return during each of the Funds five most recent fiscal years, such information is presented
in the Financial Highlights table of the Prospectus. For these reasons, the Registrant believes
that these Funds investment objectives and strategy disclosures are appropriate.
2. For each Fund that seeks to achieve its investment objective by outperforming its benchmark and
includes a second sentence under Investment objective to that effect, please move this second
sentence from the Investment objective section to Principal investment strategies because such
disclosure is more suitable under the principal investment strategies disclosure.
Response: The requested change has been made.
Fees and Expenses
3. Under Annual Fund operating expenses, please replace each reference to Net Annual Fund
Operating Expenses with an appropriate descriptive caption permitted by Instruction 3(e) to Item 3
of Form N-1A.
Response: The requested change has been made.
4. In describing each Funds contractual expenses reimbursements under Annual Fund operating
expenses, please describe who can terminate the reimbursement arrangements and under what
circumstances in accordance with Instruction 3(e) to Item 3 of Form N-1A.
Response: The requested change has been made.
5. Under Annual Fund operating expenses, please consider combining footnotes describing a Funds
management fee waivers, shareholder service fee waivers, and expense reimbursement arrangements.
Response: The requested change has been made.
6. Under Example, please delete from the narrative explanation and, if necessary, include
elsewhere in the Prospectus the disclosure stating that the Example assumes that all dividends and
distributions are reinvested because such disclosure is not explicitly permitted by Item 3 of Form
N-1A.
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Response: The requested change has been made.
7. Under Portfolio turnover, please delete the last sentence from the narrative explanation and,
if necessary, include elsewhere in the Prospectus disclosure that portfolio turnover is not a
principal limiting consideration when the Funds investment manager makes investment decisions for
the Funds because such disclosure is not explicitly permitted by Item 3 of Form N-1A.
Response: The requested change has been made.
Principal Investment Strategies and Principal Risks
8. Please delete the cross-references to other sections of the Prospectus or, alternatively, please
explain why using cross-references is appropriate.
Response: The Registrant believes that the inclusion of select cross-references in the
Prospectus is useful and appropriate to inform readers of important information included in
separate sections of the Prospectus that may be relevant to an investors decision to purchase or
sell Fund shares. The
Registrant notes that it does not intend to use standalone summary prospectuses for the Funds and
that all prospective purchasers of Fund shares will be reviewing the risk-return summary as part of
the Funds statutory prospectus, and readers will be able to easily reference the cross-referenced
material. The Registrant also believes its use of cross-references is consistent with Instruction
2(a) of Form N-1A, which provides that cross-references in a prospectus are most useful when their
use assists investors in understanding the information presented.
Principal Investment Strategies
9. Please explain the use of the term indirectly when discussing a Funds direct and indirect
investments or, alternatively, please explain why the meaning of the term will be clear to the
Funds typical investors.
Response: The requested change has been made by adding disclosure about each Funds
indirect investments. The Registrant also notes that the terms invest and investments are
defined and discussed in greater detail under Additional Information About the Funds Investment
Strategies, Risks, and Expenses Certain Definitions.
10. Please move the disclosure relating to temporary defensive positions from each Funds summary
of principal investment strategies to the section of the Prospectus provided in response to Item 9
of Form N-1A.
Response: The requested change has been made.
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11. Please move the disclosure that certain Funds are not intended to serve as standalone
investment products and are available for investment by other GMO Funds and other GMO asset
allocation clients from each Funds summary of principal investment strategies to the section of
the Prospectus provided in response to Item 9 of Form N-1A.
Response: The requested change has been made.
12. For each Fund that is not currently pursuing an active investment program and is not accepting
orders for the purchase of shares, please move the disclosure to that effect from each Funds
summary of principal investment strategies to the separate section of the Prospectus relating to
investment minimums of the Funds provided in response to Item 6 of Form N-1A. Please also consider
clarifying the distribution practices of these Funds.
Response: The Registrant believes that disclosing that a Fund is not pursuing an active
investment program complies with the requirements of Item 4(a) of Form N-1A to identify the Funds
principal investment strategies. In addition, the Registrant believes that this information is
important for Fund shareholders. The Registrant also notes that the Distributions and Taxes
section of the
Prospectus discloses that dividends and/or distributions are typically reinvested in additional
shares of the relevant Fund, at net asset value, unless a shareholder elects to receive cash.
13. For each Fund subject to Fund of Funds Risk, please describe in further detail how the risk
is linked to the Funds principal investment strategies by describing the underlying funds in which
the Fund invests.
Response: The requested change has been made.
Principal Risks
14. In the Principal risks of investing in the Fund section for each Fund, please explain why
certain principal risks are bulleted and discussed in more detail than other principal risks
described in parenthetical format at the end of the section.
Response: The Registrant notes that bulleted principal risks represent principal risks that
the Funds portfolio managers believe merit particular emphasis in light of the Funds principal
investment strategies.
15. For each Fund subject to Derivatives Risk, which currently states that the use of derivatives
by the Fund involves risks different from, and potentially greater than, risks associated with
direct investments in securities and other investments by the Fund, please provide additional
information regarding the specific risks associated with derivatives.
Response: The requested change has been made.
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16. For each Fund that is a non-diversified fund under the 1940 Act, please consider disclosing
this fact more prominently.
Response: The requested change has been made.
Performance
17. Please delete from the narrative explanation preceding the bar chart and annual total returns
table and, if necessary, include elsewhere in the Prospectus disclosure that performance results
take into account payment of Fund expenses because such disclosure is not permitted by Item 4 of
Form N-1A.
Response: The requested change has been made.
18. Please delete from the narrative explanation preceding the bar chart and annual total returns
table current disclosure relating to whether the Funds performance benchmarks or other
comparative indices reflect deduction of fees, expenses, and/or taxes and disclose this information
instead in a parenthetical adjacent to each comparative index in the Average Annual Total Returns
table.
Response: The requested change has been made.
19. Please disclose information relating to a Funds or share class operating and/or performance
history in a footnote to the Annual Total Return bar chart and/or Average Annual Total Returns
table, as applicable, rather than in the narrative explanation preceding the table.
Response: The requested change has been made.
U.S. Equity Funds and International Equity Funds
(other than Currency Hedged International Equity Fund, Foreign
Fund, and Foreign Small Companies Fund)
Principal Investment Strategies
20. Under Principal investment strategies when discussing how GMO selects equity investments,
please provide examples of superior fundamentals and describe the factors GMO considers when
determining whether investor sentiment has improved. Please also consider describing in
additional detail how GMO uses factors and models to implement the Funds principal investment
strategies and how they may differ for each Fund.
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Response: The requested changes have been made by providing examples of superior
fundamentals and improving investor sentiment, and by adding disclosure that the factors
considered and models used by the Manager may change over time based on the Managers assessment of
what combination of models and factors are best positioned to achieve each Funds investment
objective.
Real Estate Fund
Principal Investment Strategies
21. Please consider adding disclosure, if applicable, that the Fund may invest in REITs that make
both equity and fixed income investments.
Response: The requested change has been made.
22. Please consider deleting the portion of the Funds definition of real estate-related
investments relating to products or services related to the real estate industry because that
portion of the definition may be overly broad and could potentially include investments with very
limited connections to real estate.
Response: The requested change has been made.
Principal Risks
23. Under Market Risk Fixed Income Securities, please describe in additional detail how the
risk is linked to the Funds principal investment strategies.
Response: The requested change has been made.
International Intrinsic Value Fund
Principal Investment Strategies
24. When discussing how GMO selects equity investments, please explain, or give examples of, the
term momentum measures.
Response: The Registrant notes that the term momentum measures has the same meaning as
improving investor sentiment for purposes of disclosing how GMO selects equity investments for
the Fund. Because the Registrant has added additional disclosure regarding improving investor
sentiment, the Registrant has determined to delete the subject sentence.
25. Please explain how the Funds principal investment strategies are linked to intrinsic value.
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Response: The Registrant generally considers intrinsic value to be synonymous with
fundamental value and notes that the Funds name since January, 2001 is based on its strategy of
selecting equity investments that GMO believes are trading at prices below what the Manager
believes to be their fundamental value and/or have superior fundamentals.
Foreign Small Companies Fund
Principal Risks
26. Under Smaller Company Risk, please consider deleting the reference to mid-cap companies or,
alternatively, disclose under Principal investment strategies that the Fund may invest in mid-cap
companies.
Response: The Registrant has deleted the reference to mid-cap companies under Smaller
Company Risk.
International Small Companies Fund
Principal investment strategies
27. In the first sentence under Principal investment strategies, please explain in simpler terms
how the Fund defines small companies for purposes of the Funds market capitalization parameters.
Response: The requested change has been made.
Emerging Markets Fund and Emerging Countries Fund
Principal Investment Strategies
28. Please provide a more detailed explanation of the terms emerging markets and emerging
countries with respect to the principal investment strategies of Emerging Markets Fund and
Emerging Countries Fund, respectively.
Response: The requested changes have been made.
29. Please describe the similarities and differences between the Funds principal investment
strategies.
Response: The Registrant notes that, historically, each Fund was managed with different
outperformance goals relative to the Funds benchmark. Although the Funds apply a similar investment process, GMO Emerging Countries Fund focuses its investments in securities with higher
trading volumes than Emerging Markets Fund.
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Emerging Markets Fund, Emerging Countries Fund, and Taiwan Fund
Principal Investment Strategies
30. Please describe in additional detail, or provide examples of, quality and macroeconomic models
used by GMO when evaluating and selecting countries, sectors, and equity investments for the Funds.
Response: The requested changes have been made.
Flexible Equities Fund
Principal Investment Strategies
31. Please explain why the Fund does not have a concentration policy pursuant to Section 8(b) of
the 1940 Act.
Response: The Registrant notes that the Fund does not have a concentration policy pursuant
to Section 8(b) of the 1940 Act because the Fund does not invest more than 25% of the value of its
assets in any one industry. The Registrant notes that the Guides to Form N-1A reaffirm that
concentration is an industry-based concept.
Principal Risks
32. Given that the Fund invests substantially all of its assets in Japan as of the date of the
Prospectus, please consider disclosing any additional risks specific to investing in Japan.
Response: The Registrant believes that Foreign Investment Risk adequately describes the
principal risks the Fund is exposed to by virtue of investing in Japan. In addition, given the
Funds flexible investments strategies as suggested by its name, the Registrant does not feel it is
appropriate to add additional disclosure specific to Japan, as the Funds investors understand that
the Fund may reallocate its investments at any time.
Fixed Income Funds
Principal Investment Strategies
33. Please describe in additional detail the factors and models used by GMO to select individual
fixed income investments for the Funds.
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Response: The requested change has been made.
Principal Risks
34. For each Fixed Income Fund, please consider adding prepayment risk as a principal risk. For
each Fixed Income Fund that invests in, or has exposure to, below investment grade securities,
consider adding junk bond risk or below investment grade risk as a principal investment risk.
Response: The Registrant notes that the risks associated with the prepayment of fixed
income securities and with investment in below investment grade securities are described generally
in the Description of Principal Risks section of the Prospectus under Market Risk Fixed Income
Securities Risk and Credit and Counterpart Risk, respectively. The Prospectus is organized in a
manner such that each Funds summary provides a brief summary of each principal risk of investing
in the Fund, and Fund investors can refer to the Description of Principal Risks section for more
detailed information regarding those risks. This organization is consistent with the requirements
of Form N-1A, which requires brief summaries of a Funds principal risks under Item 4, with more
detailed descriptions of those risks under Item 9. Given these requirements, the Registrant
believes that providing more detailed disclosure regarding prepayment risk and below investment
grade risk in the Fund summaries would result in unnecessary repetition.
Domestic Bond Fund, International Bond Fund, Strategic Fixed Income Fund, Global Bond Fund,
Asset Allocation Bond Fund, and Asset Allocation International Bond Fund
Benchmarks
35. Given each Funds principal investment strategies, please consider using an alternative primary
performance benchmark for each Fund or provide an explanation of why each Funds primary
performance benchmark is an appropriate one for the Fund.
Response: The Registrant believes that the benchmarks for International Bond Fund and
Global Bond Fund are appropriate because each Fund is managed to, and seeks to add value relative
to, its benchmark. The Registrant believes that the benchmark for Domestic Bond Fund is appropriate
because, when pursuing an active investment program, the Fund was managed to, and sought to add
value relative to, its benchmark. The Registrant believes that the benchmarks for Strategic Fixed
Income Fund, Asset Allocation Bond Fund, and Asset Allocation International Bond Fund are
appropriate given the flexible nature of the Funds investment strategies, and the Registrant also
notes that these Funds are not intended to be standalone investment products but rather are
intended to be available for investment only by other GMO Funds and other GMO asset allocation
clients. The Registrant intends to review the benchmarks for
Strategic Fixed Income Fund, Asset Allocation Bond Fund, and Asset
Allocation International Bond Fund with the Funds Board of
Trustees at a future meeting.
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June 29, 2010 |
Domestic Bond Fund
Principal Investment Strategies
36. Please describe any credit quality parameters in place for the Fund, including whether the Fund
generally invests in or holds investment grade or below investment grade securities.
Response: The Registrant notes that the Fund is not pursuing an active investment program
or making new investments, and that the Principal investment strategies section currently
discloses that the Fund, based on its historic investments, has and may continue to have material
exposure to below investment grade securities.
Short-Duration Investment Fund
Principal Investment Strategies
37. Please describe any credit quality parameters in place for the Fund, including whether the Fund
generally invests in or holds investment grade or below investment grade securities, and the types
of issuers in which the Fund typically invests, such as domestic or foreign issuers. Please also
describe any maturity or duration parameters for the Fund, especially given the use of
Short-Duration in the Funds name.
Response: The Registrant notes that the Fund is not pursuing an active investment program
or making new investments, and that the Principal investment strategies section currently
discloses the types of issuers in which the Fund typically invests and that the Fund has and may
continue to have material exposure to below investment grade securities. The Registrant also notes
that because the Fund is not pursuing an active investment program, GMO does not seek to maintain a
specified interest rate duration for the Fund. The Registrant believes that this is consistent with
Rule 35d-1 under the 1940 Act because Rule 35d-1(b) under the 1940 Act provides that the
requirements of Rule 35d-1 apply at the time a Fund invests its assets, and that in the event a
Fund no longer satisfies the applicable requirements, while the Funds future investments must be
made in a manner that will bring the Fund into compliance, no repositioning of existing assets is
required. The Registrant notes, however, that the Funds interest rate duration as of May 31, 2010
is approximately 0.25 years, which is consistent with the use of Short-Duration in the Funds
name.
Short-Duration Collateral Fund and Short-Duration Collateral Share Fund
Principal Investment Strategies
38. Please explain the use of the term Collateral in the Funds names and indicate how the Funds
names are tied specifically to the Funds investment strategies.
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Response: The Registrant notes that the term Collateral in Short-Duration Collateral
Funds name references the fact that the Fund served as a vehicle for other GMO Funds to invest
their cash to seek a return comparable to LIBOR. Short-Duration Collateral Share Fund uses
Collateral in its name because it invests substantially all of its assets in Short-Duration
Collateral Fund.
39. Please describe any maturity or duration parameters for the Funds, especially given the use of
Short-Duration in the Funds names.
Response: The Registrant notes that Short-Duration Collateral Fund is not pursuing an
active investment program or making new investments. Because of this, GMO does not seek to maintain
a specified interest rate duration for the Fund. The Registrant believes that this is consistent
with Rule 35d-1 under the 1940 Act because Rule 35d-1(b) under the 1940 Act provides that the
requirements of Rule 35d-1 apply at the time a Fund invests its assets, and that in the event a
Fund no longer satisfies the applicable requirements, while the Funds future investments must be
made in a manner that will bring the Fund into compliance, no repositioning of existing assets is
required. The
Registrant notes, however, that SDCFs interest rate duration as of May 31, 2010 is approximately
0.28 years, which is consistent with the use of Short-Duration in the Funds name.
U.S. Treasury Fund
Principal Risks
40. Under Focused Investment Risk in the Funds summary, please consider stating explicitly that
the Fund focuses its investments in U.S. Treasury securities.
Response: The requested change has been made.
Asset Allocation Bond Fund and Asset Allocation International Bond Fund
Principal Investment Strategies
41. Please describe any maturity or duration parameters for the Funds.
Response: The Registrant notes that the Funds Principal investment strategies sections
currently disclose that the Funds are permitted to invest in bonds of any kind and that GMO does
not seek to maintain specified interest rate durations for the Funds, and that each Funds interest
rate duration will change depending on the Funds investments and GMOs current outlook on
different sectors of the bond market. Although the Registrant believes this disclosure is adequate,
the Registrant has added disclosure clarifying that the Funds may invest in bonds of any maturity,
duration, or credit quality.
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Securities and Exchange Commission
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June 29, 2010 |
U.S. Equity Allocation Fund
Principal Investment Strategies
42. Given the Funds stated investment objective to achieve total return greater than that of its
benchmark, the Russell 3000 Index, please consider deleting disclosure under Principal investment
strategies that the Fund seeks exposure to U.S. equity securities in the Wilshire 5000 Stock
Index.
Response: The requested change has been made.
International Equity Allocation Fund, International Opportunities Equity Allocation Fund,
Global Equity Allocation Fund, and World Opportunities Equity Allocation Fund
Principal Investment Strategies
43. Given that the disclosed principal investment strategies for each Fund are substantially
similar, please explain how the Funds principal investment strategies differ.
Response: The Registrant notes that each Fund has a different performance benchmark and has
an investment objective to seek total return greater than that of its benchmark. Each Funds
investment process begins with a universe of investments generally represented by the Funds
benchmark, and each Fund is managed to try to achieve its investment objective while also having
lower volatility than its benchmark.
Strategic Opportunities Allocation Fund
Performance
44. In the Average Annual Total Returns table in the Funds summary, please list the Funds
broad-based securities indices before the Funds primary performance benchmark that is computed by
GMO.
Response: The requested change has been made.
Alpha Only Fund
Benchmark
45. Given the Funds principal investment strategies, please consider using an alternative primary
performance benchmark for the Fund or provide an explanation of why the Citigroup 3 Month Treasury
Bill Index is an appropriate performance benchmark for the Fund.
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Securities and Exchange Commission
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Response: The Registrant believes that the Citigroup 3-Month Treasury Bill Index is an
appropriate benchmark for the Fund and notes that other investment companies with a long/short
investment strategy also use the Citigroup 3-Month Treasury Bill Index and similar short-term
Treasury Bill indices. The Fund seeks to construct a portfolio with long investment exposure to
asset classes and sub-asset classes that it expects will outperform relative to the asset classes
and sub-asset classes to which it has short investment exposure. As a result, the Fund expects to
have low correlation with the overall movements of the broader global asset classes in which it
invests. The Funds overall return is expected to be based on GMOs ability to predict which asset
or sub-asset classes will outperform other asset or sub-asset classes.
Additional Summary Information About the Funds
Purchase and sale of Fund shares
46. In the first paragraph, please delete all disclosure other than the first two sentences and
include elsewhere in the Prospectus because such disclosure is not explicitly permitted by Item 6
of Form N-1A.
Response: The requested changes have been made.
47. Please delete the second paragraph and include elsewhere in the Prospectus because such
disclosure is not explicitly permitted by Item 6 of Form N-1A.
Response: The requested change has been made.
48. In the third paragraph, please delete all cross references to other sections of the Prospectus
and delete the last sentence relating to waiver of investment minimums and include elsewhere in the
Prospectus because such disclosure is not explicitly permitted by Item 6 of Form N-1A.
Response: The requested changes have been made.
Minimum Investment Criteria for Class Eligibility
49. In the minimum investment criteria and eligibility tables, please delete the column disclosing
the Funds shareholder service fees and the footnotes to the tables or disclose elsewhere in the
Prospectus because such disclosure is not explicitly permitted by Item 6 of Form N-1A or,
alternatively, please explain why including such disclosure is appropriate.
Response: The requested changes have been made.
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Securities and Exchange Commission
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June 29, 2010 |
50. Please delete the first three paragraphs on page 140 of the Prospectus following the minimum
investment criteria and eligibility tables because such disclosure is not explicitly
permitted by Item 6 of Form N-1A or, alternatively, please explain why including such disclosure is appropriate.
Response: The requested changes have been made.
51. In the fourth paragraph on page 140 of the Prospectus following the minimum investment criteria
and eligibility tables, please delete all of the disclosure except for the first, second, and
fourth sentences because such disclosure is not explicitly permitted by Item 6 of Form N-1A.
Response: The requested changes have been made.
52. Please delete the fifth paragraph on page 140 of the Prospectus following the minimum
investment criteria and eligibility tables because such disclosure is not explicitly permitted by
Item 6 of Form N-1A.
Response: The requested change has been made.
Name Policies
53. For Funds with the words international, global, or world in their names, please disclose
in the Prospectus that the Funds will invest in at least three countries and will invest at least
40% of their assets (as defined in this section) in investments tied economically to countries
outside the United States.
Response: The Registrant notes that the Prospectus, under the Name Policies section,
currently discloses that Funds with the term international, global, or world included in
their names typically invest in investments that are tied economically to, or seek exposure to, a
number of countries throughout the world. Similar disclosure is included in the Funds Statement of
Additional Information. The Registrant notes that this approach is consistent with the adopting
release for Rule 35d-1 under the 1940 Act. Investment Company Act Release No. 24828 (January 17,
2001) (noting that funds using the terms international or global in their names are not subject
to Rule 35d-1, but that the SEC would expect investment companies using these terms in their names
will invest their assets in investments that are tied economically to a number of countries
throughout the world.)
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Securities and Exchange Commission
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June 29, 2010 |
GMO Trust Class M Prospectus1
54. Under Additional Summary Information About the Funds Purchase and sale of Fund shares,
please disclose the investment minimums for each Fund in accordance with Item 6 of Form N-1A.
Response: The requested change has been made by adding disclosure that Funds do not impose
investment minimums for the purchase of Class M shares, but that financial intermediaries, brokers,
or other agents offering Class M shares on behalf of the Funds may impose their own investment
minimums.
Statements of Additional Information
55. Please provide specific disclosures relating to the new enhanced governance disclosure
requirements for mutual fund directors set forth in Item 17 of Form N-1A.
Response: The Registrant notes that these disclosures are included in the Registrants Rule
485(b) registration statement filing, which will become effective under the Securities Act on June
30, 2010.
If you have any questions or would like any clarification concerning the foregoing, please feel
free to call me at your convenience at 617-951-7392.
Very truly yours,
/s/ Andrew D. Wilkins
Andrew D. Wilkins
cc: Jason Harrison, Esq., Grantham, Mayo, Van Otterloo & Co. LLC
Thomas R. Hiller, Esq., Ropes & Gray LLP
Elizabeth J. Reza, Esq., Ropes & Gray LLP
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Any prior comments to the Multiclass Prospectus in comments 1-53 that also apply to the Class M Prospectus will be addressed as set forth above in the responses to comments 1-53. |
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