SEC – ‘UPLOAD’ from 7/29/20 re: Dimensional ETF Trust – ‘TEXT-EXTRACT’

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    208K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's        12±    51K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

                                                                  July 24,
2020                                                                            

Ms. Jana Creswell, Esq.                                                         
Stradley Ronon Stevens & Young, LLP                                             
2005 Market Street, Suite 2600                                                  
Philadelphia, PA 19103-7018                                                     

Re:     Dimensional ETF Trust                     
File Nos. 333-239440 and 811-23580
Dear Ms. Creswell:                                                              
     On June 26, 2020, you filed a registration statement on Form N-1A for
Dimensional ETF                                                                 
Trust (the    Trust   ) to register shares of Dimensional U.S. Core ETF (       
U.S. Portfolio   ),                                                             
Dimensional International Core ETF (   International Portfolio   ) and          
Dimensional Emerging                                                            
Markets Core ETF (   Emerging Markets Portfolio    and each a    Portfolio      
and, collectively, the                                                          
Portfolios   ). Our comments are set forth below. For convenience, we     
generally organized our                                                         
comments using the headings, defined terms and page numbers from the            
registration statement.                                                         
Where a comment is made with respect to the disclosure in one location of the   
filing, it applies to                                                           
all similar disclosure found elsewhere.                                         

PROSPECTUS                                                                      
Cover page                                                                      
1. The second sentence of the fourth paragraph on the cover page states that a  
shareholder can                                                                 
inform the Portfolio that she/he wishes to continue receiving paper copies
of your                                                                         
shareholder reports by contacting her/his financial intermediary. Please  
disclose how a                                                                  
 shareholder who owns shares through the Portfolio can contact the Portfolio
to make this                                                                    
request. Also, if an election to continue to receive paper copies of      
shareholder reports                                                             
communicated to the Portfolio will apply to all funds held with the fund  
complex, please so                                                              
state. See, e.g., Item 27(d)(7) of Form N-1A.                             
Prospectus Summary     Fees and Expenses of the Portfolio (pages 1, 5 and 9)    
2. The first sentence in the section states that the fee table describes the    
fees and expenses you                                                           
may pay if you buy and hold shares of the Portfolio. Please insert    or  
sell    after    hold   .                                                       
3. The second sentence in this section states that you may also incur brokerage 
commissions                                                                     
when buying or selling shares of the Portfolio, which are not reflected in
the Example that                                                                
Ms. Jana Creswell, Esq.                                                       
Page 2                                                                          
July 24, 2020                                                                   

follows. Please disclose that these brokerage commissions are also not    
reflected in the fee                                                            
table.                                                                    
4. Please confirm that the any agreements described in footnote ** will be      
filed as exhibits to                                                            
the registration statement.                                               
5. The last sentence preceding the examples states that, although your actual   
costs may be                                                                    
higher or lower, based on these assumptions your costs would be: . . .   .
Please add    whether                                                           
you redeem or hold your shares    after    costs   .                      
Prospectus Summary     Principal Investment Strategies (pages 2, 6 and 10)      
6. Please disclose each Portfolio   s market capitalization policy used to      
select equity                                                                   
investments. Please disclose any corresponding risks of such policy in the
Principal Risks                                                                 
section. We note there is principal risk disclosure of small company risk 
but no                                                                          
corresponding principal strategy disclosure.                              
7. The second sentence of the first paragraph of this section states that the   
Advisor may                                                                     
consider a company   s size, value and/or profitability relative to other 
eligible companies                                                              
when making investment decisions for the Portfolio. The first sentence of 
the second                                                                      
paragraph of this section states that the Advisor may also adjust the     
representation of an                                                            
  eligible company or exclude a company after considering such factors as free
float,                                                                          
momentum, trading strategies, liquidity, size, value, profitability,      
investment characteristics                                                      
and other factors that the Advisor determines to be appropriate. Please   
reconcile these                                                                 
  sentences to clarify what the Advisor will consider in investing in eligible
companies.                                                                      
8. The second sentence of the second paragraph of this section states that the  
Advisor may                                                                     
consider recent changes in assets or book value scaled by assets or book  
value. Please revise                                                            
  the term    scaled by    in plain English. See Rule 421 under the Securities
Act of 1933                                                                     
(   Securities Act   ).                                                   
9. The first two paragraphs of this section state multiple times that the       
Advisor    may consider                                                         
various factors in selecting investments for the Portfolio. In order to   
clearly disclose each                                                           
Portfolio   s principal investment strategy, please revise this disclosure
to set forth the factors                                                        
the Advisor will actually consider in selecting investments for the       
Portfolio. Please also                                                          
revise the principal investment strategy disclosure on pages 13 through 16
in the same                                                                     
manner.                                                                   
10. The sixth sentence of the first paragraph and the third sentence of the     
second paragraph each                                                           
  state that the criteria the Advisor uses for assessing certain factors are
subject to change from                                                          
 time to time. Please confirm to us that, if the criteria that the Advisor
uses for assessing these                                                        
factors changes, the prospectus will be updated to reflect such changes.
11. The last sentence of the second paragraph of this section states that the   
Advisor may also                                                                
adjust the representation in the Portfolio of an eligible company, or   
exclude a company, that                                                         
Ms. Jana Creswell, Esq.                                                       
Page 3                                                                          
July 24, 2020                                                                   

the Adviser believes to be negatively impacted by environmental, social or
governance                                                                      
  factors (including accounting practices and shareholder rights) to a greater
degree relative to                                                              
other issuers. Please enhance this disclosure briefly in the Prospectus   
Summary and in                                                                  
 greater detail in the disclosure of each Portfolio   s principal investment
strategies on pages 13                                                          
through 16 in response to the following comments:                         
a. Revise the disclosure to clarify what it means to    adjust the        
representation    of an eligible                                                
company.                                                            
b. Describe with greater particularity the environmental, social or       
governance factors that                                                         
   the Advisor will use and the criteria the Advisor will use with respect
to each of these                                                                
   factors to determine the issuers that would be negatively impacted. The
disclosure should                                                               
     include whether the fund selects investments by reference to, for example
an ESG index,                                                                   
   a third-party rating organization, a proprietary screen and the factors
the screen applies or                                                           
a combination of the above methods.                                 
  c. Disclose whether the Advisor applies the criteria it uses with respect to
environmental,                                                                  
     social or governance factors with respect to every investment it makes or
only to some of                                                                 
its investments.                                                    
d. Consider whether the Principal Risks section should include an ESG     
specific risk factor                                                            
or explain to us why such a risk factor is not appropriate.         
12. The first sentence of the third paragraph of this section states that the   
Portfolio may purchase                                                          
or sell futures contracts or options on futures contracts    to adjust  
market exposure.    Please                                                      
   revise the disclosure to more clearly describe the purpose of the Portfolio
s investments in                                                            
futures contracts or options on futures contracts. Also, please disclose
whether these futures                                                           
  contracts and options on futures contracts will be part of the investments
included in the 80%                                                             
investment policy of the U.S. Portfolio and Emerging Market Portfolio.  
13. The last sentence of the third paragraph of this section states that the    
Portfolio does not                                                              
   intend to sell futures contracts to establish short positions in individual
securities or to use                                                            
 derivatives for purposes of speculation or leveraging investment returns.
Please move this                                                                
sentence elsewhere as it does not describe a principal strategy. See    
Instruction 3 to Item                                                           
9(b)(1) of Form N-1A; General Instruction C.3.(b) to Form N-1A.         
14. The last sentence of this section states that the Portfolio may have a      
higher degree of                                                                
  portfolio turnover than index funds. Please consider whether a risk factor
describing the                                                                  
risks of high portfolio turnover should be added to the Principal Risks 
section or explain to us                                                        
why such a risk factor is not appropriate.                              
Prospectus Summary     Principal Investment Strategies (page 2)                 
15. The last sentence of the first paragraph states that the U.S. Portfolio     
will invest at least 80%                                                        
  of its net assets in securities of U.S. companies. Please disclose how the
U.S. Portfolio                                                                  
Ms. Jana Creswell, Esq.                                                       
Page 4                                                                          
July 24, 2020                                                                   

determines that a company is a U.S. company for purposes of this policy.
See Rule 35d-                                                                   
1(a)(3)(ii) of the Investment Company Act of 1940 (   1940 Act   ).     
Prospectus Summary     Principal Investment Strategies (page 6)                 
16. The first sentence of this section states that the International Portfolio  
will invest in securities                                                       
  of non-U.S. companies in countries or regions designated by the Advisor as
Approved                                                                        
Markets. Please disclose the Approved Markets and how the Advisor       
determines which                                                                
countries or regions are Approved Markets.                              
Prospectus Summary     Principal Investment Strategies (page 10)                
17. The first sentence of this section states that the Emerging Markets         
Portfolio will invest in                                                        
 securities associated with Approved Markets. Please disclose the Approved
Markets and                                                                     
  how the Advisor determines which countries are Approved Markets. See e.g.,
disclosure in                                                                   
first sentence of fourth paragraph on page 15. See also Rule            
35d-1(a)(3)(ii).                                                                
Prospectus Summary     Principal Risks (pages 2     3, 6     7 and 10     11)   
18. Please consider how the disclosure, including the principal risks           
disclosure, should be revised                                                   
based on how COVID-related events may affect the Portfolio and its      
investments or explain                                                          
to us why revised or additional disclosure is not warranted. See Staff  
Statement, Importance                                                           
of Delivering Timely and Material Information to Investment Company     
Investors, April 14,                                                            
2020 at                                                                 
https://www.sec.gov/investment/delivering-timely-material-information.          
19. Please consider adding a risk factor that describes the risks of new funds. 
20. In light of the disclosure of investments in depository receipts in the     
Principal Investment                                                            
  Strategies section of the International Portfolio and the Emerging Markets
Portfolio, please                                                               
disclose the risks of investing in depository receipts briefly in the   
corresponding Principal                                                         
Risks section of the Prospectus Summary and in more detail (including   
regarding ADRs,                                                                 
EDRs and GDRs) in the risk disclosure on pages 17 through 20.           
Prospectus Summary     Principal Risks (pages 10     12)                        
21. The fourth risk factor in this section sets forth the risks of emerging     
markets. Please enhance                                                         
the disclosure of the risks of emerging markets (e.g., risks related to 
quality and availability                                                        
of financial information and market closures). See Public Statement,    
Emerging Market                                                                 
Investments Entail Significant Disclosure, Financial Reporting and Other
Risks; Remedies                                                                 
are Limited (April 21, 2020) at                                         
https://www.sec.gov/news/public-statement/emerging-                             
market-investments-disclosure-reporting.                                
22. Please disclose the risks of investing in China as well as China A Shares   
briefly in this                                                                 
section of the Prospectus Summary. Please also disclose the risks of    
investing in China in                                                           
more detail in the risk disclosure on pages 17 through 20.              
Ms. Jana Creswell, Esq.                                                       
Page 5                                                                          
July 24, 2020                                                                   

Prospectus Summary     Performance (pages 3, 7 and 12)                          
23. Please tell us the appropriate broad-based securities market index each     
Portfolio intends to                                                            
use in its average annual total return table. We may have more comments 
after reviewing                                                                 
your response.                                                          
Investment Advisor/Portfolio Management (pages 3, 8 and 12)                     
24. Please delete the word    coordinating    from the sentence introducing the 
portfolio managers                                                              
 to be consistent with the definition of portfolio manager in Item 5(b) of
Form N-1A.                                                                      
25. On pages 8 and 12, the disclosure identifies Dimensional Fund Advisors Ltd. 
and DFA                                                                         
Australia Limited as sub-advisors to the International Portfolio and the
Emerging Markets                                                                
Portfolio. Please disclose all information required regarding the       
sub-advisors and Sub-                                                           
  Advisory Agreements in the registration statement (e.g., Item 10 of N-1A).
Also, please                                                                    
 confirm that no employees of the sub-advisors serve as portfolio managers
of the                                                                          
International Portfolio or Emerging Markets Portfolio.                  
Purchase and Sale of Fund Shares (pages 4, 8 and 12)                            
26. Please consider adding disclosure to this section that an investor may      
incur costs attributable                                                        
to the difference between the highest price a buyer is willing to pay to
purchase shares of the                                                          
Portfolio (bid) and the lowest price a seller is willing to accept for  
shares of the Portfolio                                                         
(ask) when buying or selling shares in the secondary market (bid-ask    
spread).                                                                        
Additional Information on Investment Objective and Policies                     
27. Disclosure on page 13, under    Investment Terms Used in the Prospectus,    
sets forth                                                                      
definitions of some terms the Advisor uses to describe the investment   
strategies for the                                                              
  Portfolios. As these terms are also used in the Prospectus Summary, please
also define these                                                               
terms where used in the Prospectus Summary.                             
28. Much of the disclosure in this section describing the principal investment  
strategies and                                                                  
principal risks of the Portfolios is identical to the description of the
principal investment                                                            
 strategies and principal risks in each Prospectus Summary. The disclosure
in this section                                                                 
should provide a more comprehensive discussion of both the principal    
investment strategies                                                           
and principal risks that affect a Portfolio   s investments than the    
summary discussion required                                                     
in response to Item 4 of Form N-1A. With respect to the identical       
disclosures, please                                                             
consider how the disclosure can appropriately expand upon the summary   
disclosure and                                                                  
revise accordingly. See IM Guidance Update No. 2014-08 (June 2014),     
Guidance                                                                        
Regarding Mutual Fund Enhanced Disclosure   , which sets forth the staff
s observations on                                                               
this issue.                                                             
29. Disclosure in the fourth full paragraph on page 14 states that, under       
normal market                                                                   
 conditions, the International Portfolio intends to invest at least 40% of
its assets in three or                                                          
  more non-U.S. countries by investing in securities of companies associated
with such                                                                       
Ms. Jana Creswell, Esq.                                                       
Page 6                                                                          
July 24, 2020                                                                   

countries. Please disclose this statement in the Principal Investment     
Strategies section of the                                                       
Prospectus Summary.                                                       
30. Disclosure in the last paragraph on page 13 states that the U.S. Portfolio  
may invest in ETFs                                                              
and similarly structured pooled investments for the purpose of gaining  
exposure to the U.S.                                                            
  stock market. Disclosure in the last full paragraph on page 15 states that
the Emerging                                                                    
Market Portfolio may invest up to 10% of its total assets in shares of  
other investment                                                                
 companies that invest in one or more Approved Markets. Please disclose in
each such                                                                       
  location that each of these Portfolios will consider the holdings of other
investment                                                                      
companies in which it invests when determining compliance with each     
Portfolio   s 80%                                                               
investment policy.                                                      
31. Disclosure on pages 13 and 14 states that the U.S. Portfolio and the        
International Portfolio                                                         
may invest in ETFs and    similarly structured pooled investments   .   
Disclosure in the last full                                                     
  paragraph on page 15 states that the Emerging Markets Portfolio may invest
up to 10% of its                                                                
 total assets in shares of    other investment companies    that invest in
one or more Approved                                                            
Markets. Please disclose with greater specificity the    similarly      
structured pooled                                                               
  investments    in which the U.S. Portfolio and International Portfolio may
invest. Also, please                                                            
   tell us whether the reference to    similarly structured pooled investments
on pages 13 and 14                                                        
and    other investment companies    on page 15 include investment      
companies that are not                                                          
registered under the 1940 Act. If so, we may have more comments. If not,
please revise the                                                               
 references to only refer to registered investment companies. In addition,
in light of these                                                               
investments, please consider whether the Portfolios should include an   
Acquired Fund Fees                                                              
   and Expenses    line item in the fee table. See Instruction 3(f)(i) to Item
3 of Form N-1A.                                                                 
32. Disclosure in the last full paragraph on page 15 states that the Emerging   
Markets Portfolio                                                               
may establish a wholly owned subsidiary or a trust for the purpose of   
investing in local                                                              
   markets. Please respond to the following comments regarding any such wholly
owned                                                                           
subsidiaries or trusts to be established:                               
a. Disclose that the Portfolio will comply with the provisions of the 1940
Act governing                                                                   
  capital structure and leverage (Section 18) on an aggregate basis with
any subsidiaries or                                                             
trusts.                                                             
b. Disclose that each investment adviser to a subsidiary or trust will    
comply with the                                                                 
provisions of the 1940 Act relating to investment advisory contracts
(Section 15) as an                                                              
  investment adviser to the Portfolio under Section 2(a)(20) of the 1940
Act. Please                                                                     
 confirm that the investment advisory contract between a subsidiary or
trust and its                                                                   
investment adviser will be filed as an exhibit to the registration  
statement.                                                                      
c. Disclose that each subsidiary or trust will comply with the 1940 Act   
provisions relating to                                                          
   affiliated transactions and custody (Section 17) and that the custodian
of the subsidiary or                                                            
trust will be identified in the Trust   s registration statement.   
Ms. Jana Creswell, Esq.                                                       
Page 7                                                                          
July 24, 2020                                                                   

  d. Any of the subsidiary   s or trust   s principal investment strategies or
principal risks that                                                            
constitute principal investment strategies or principal risks of the
Portfolio will be                                                               
 disclosed as such and a risk factor describing the risks of investing
through a subsidiary                                                            
or trust will be disclosed for the Portfolio.                       
e. Confirm to us that the financial statements of each subsidiary or trust
will be consolidated                                                            
with those of the Portfolio.                                        
f. Confirm in correspondence that (a) the subsidiary   s or trust   s     
management fee (including                                                       
  any performance fee) will be included in the    Management Fee    line
item of the fee table                                                           
and the subsidiary   s or trust   s expenses will be included in the
Other Expenses    line                                                          
     item of the fee table; (b) if the subsidiary or trust is not organized in
the U.S., the                                                                   
     subsidiary or trust and its board of directors will agree to designate an
agent for service of                                                            
 process in the U.S.; and (c) the subsidiary or trust and its board of
directors will agree to                                                         
inspection by the staff of the subsidiary   s or trust   s books and
records, which will be                                                          
maintained in accordance with Section 31 of the 1940 Act.           
33. On page 16, the first sentence under    Approved Markets    states that the 
International                                                                   
Portfolio and Emerging Markets Portfolio may invest in the following    
countries that are                                                              
  designated as Approved Markets. Please change the word    may    to    can
in this sentence.                                                           
34. Disclosure on page 16 under    Approved Markets    identifies the Approved  
Markets for the                                                                 
Emerging Markets Portfolio. Please explain to us why South Korea is an  
Approved Market                                                                 
for the Emerging Markets Portfolio, with reference to third party market
sources to support                                                              
your position.                                                          
35. Disclosure on page 16 states that an International Portfolio will consider  
for purchase                                                                    
securities that are associated with an Approved Market    and include   
the securities specified                                                        
in items (a) through (g). Please revise the language in this sentence to
definitively identify                                                           
 the criteria used to determine the securities that are associated with an
Approved Market and                                                             
remove the language    and include   .                                  
36. Disclosure on page 16 sets forth the criteria used by the Emerging Markets  
Portfolio to                                                                    
determine that a security is associated with an Approved Market. Please 
explain to us, and                                                              
clarify the disclosure regarding, how the criteria set forth in (e), (f)
and (g) demonstrate that a                                                      
security has economic ties to an emerging market country. See Rule      
35d-1(a)(3)(i).                                                                 
37. The last complete sentence on page 16 states that the Advisor will select   
only those                                                                      
companies that, in its view, have sufficiently    strong exposure    to 
economic and market                                                             
forces in Approved Markets. Please disclose what    strong exposure     
means.                                                                          
38. The sentence starting on page 16 and continuing on page 17 states that the  
Advisor may                                                                     
invest in companies organized and located in the United States or other 
countries or regions                                                            
outside of Approved Markets, including companies having their entire    
production facilities                                                           
outside of Approved Markets, when such companies meet the criteria      
discussed above to be                                                           
Ms. Jana Creswell, Esq.                                                       
Page 8                                                                          
July 24, 2020                                                                   

 considered associated with Approved Markets. Please revise this sentence to
state that the                                                                  
Advisor may invest in such companies only when such companies meet the    
criteria set forth                                                              
in (d) above.                                                             
39. On page 17, the second paragraph under    Portfolio Transactions            
describes how the Advisor                                                       
treats small capitalization companies in its management process. If this
describes how                                                                   
   securities are selected as part of the principal investment strategies of a
Portfolio, please                                                               
incorporate the disclosure in this paragraph into the disclosure of the 
relevant Portfolio   s                                                          
 principal investment strategies. If incorporated, please also clarify the
disclosure to explain                                                           
how securities are selected.                                            
40. On page 17, the last paragraph under    Portfolio Transactions    states    
that each Portfolio may                                                         
invest in a temporary defensive manner in certain cases. Please disclose
the types of                                                                    
investments each Portfolio will make when investing in a temporary      
defensive manner.                                                               
   Also, disclosure on page 15 states that the Emerging Markets Portfolio does
not expect to                                                                   
invest more than 20% of its net assets for temporary defensive purposes 
under normal                                                                    
circumstances. Please disclose this 20% limit on the Emerging Market    
Portfolio   s ability to                                                        
  take temporary defensive positions on page 17 as well. Furthermore, if the
Emerging                                                                        
  Markets Portfolio will invest in this manner (i.e., purchase highly liquid
debt instruments or                                                             
hold freely convertible currencies) not only for temporary defensive    
purposes, please disclose                                                       
  this manner of investing in the Principal Investment Strategies section of
the Prospectus                                                                  
Summary.                                                                
41. On page 17, in the section    Additional Information Regarding Investment   
Risks   , please                                                                
   identify which risk factors are principal risks for which Portfolios (e.g.,
through use of a                                                                
chart).                                                                 
42. On page 18, the Derivatives Risk factor references instruments    such as   
futures and options   .                                                         
   Please specifically describe the risks applicable to futures and options as
futures and options                                                             
are identified as principal investments for each Portfolio.             
STATEMENT OF ADDITIONAL INFORMATION                                             
Investment Limitations (pages 3     5)                                          
43. Investment limitation no. 7 states that the Portfolios will not concentrate 
in securities of                                                                
issuers in a particular industry, other than securities issued or       
guaranteed by the U.S.                                                          
Government or any of its agencies or securities of other investment     
companies. Please                                                               
disclose that each Portfolio will consider the investments of other     
investment companies in                                                         
which it invests when determining compliance with its own concentration 
policy.                                                                         
Trustees and Officers     Trustees (pages 11     14)                            
44. Please disclose why the Board believes its leadership structure is          
appropriate given the                                                           
 specific characteristics or circumstances of the Trust. See Item 17(b)(1)
of Form N-1A.                                                                   
Ms. Jana Creswell, Esq.                                                       
Page 9                                                                          
July 24, 2020                                                                   

45. For each director, please disclose the specific experience, qualifications, 
attributes or skills                                                            
 that led to the conclusion that the person should serve as a director for
the Trust in light of                                                           
the Trust   s business and structure. See Item 17(b)(10) of Form N-1A.  
Services to the Trust     Distributor (page 23)                                 
46. The last sentence of this section states that the Distributor may be        
entitled to payments under                                                      
 the Rule 12b-1 plan. Please add disclosure required by Item 19(g) of Form
N-1A regarding                                                                  
  the Rule 12b-1 Plan, including a list of the principal types of activities
for which payments                                                              
  will be made (Item 19(g)(1)), the relationship between amounts paid to the
Distributor and                                                                 
   the expenses it incurs (Item 19(g)(2)), and the anticipated benefits to the
Funds that may                                                                  
result from the plan (Item 19(g)(6)).                                   
PART C                                                                          
ITEM 28. EXHIBITS                                                               
47. Please either remove Section 4 of Article VII of the Agreement and          
Declaration of Trust or                                                         
 revise it to state that it does not apply to claims made or arising under
the federal securities                                                          
laws. We may have more comments after reviewing your response. If the   
provision is                                                                    
  retained with an exception made for federal securities laws claims, please
clearly disclose                                                                
this provision in the Prospectus. Please also include risk disclosure in
the prospectus related                                                          
to the limitation on the ability of shareholders to bring derivative    
actions.                                                                        
48. Please either remove Section 5 of Article VII of the Agreement and          
Declaration of Trust or                                                         
revise the first sentence of Section 5 (exclusive forum and jury waiver 
provision) to clarify                                                           
that it does not apply to claims made or arising under the federal      
securities laws. If the                                                         
exclusive forum and jury waiver provision are retained with an exception
for federal                                                                     
securities laws claims, please clearly disclose these provisions in the 
Prospectus. Please also                                                         
provide risk disclosure in the prospectus related to the exclusive forum
and jury waiver                                                                 
provisions (e.g., questionability re enforceability of these provisions,
increased costs to bring                                                        
a claim and that these provisions can discourage claims or limit        
shareholders    ability to bring                                                
a claim in a judicial forum they find favorable).                       
49. Please confirm that the legality opinion to be filed as exhibit (i) will be 
consistent with Staff                                                           
Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings
(October 14,                                                                    
2011).                                                                  
Ms. Jana Creswell, Esq.                                                       
Page 10                                                                         
July 24, 2020                                                                   

Signature Page                                                                  
50. Please add the signature of the Trust   s comptroller or principal          
accounting officer to the                                                       
signature page. See Section 6(a) of the Securities Act.                 
51. As the signature of the registrant is executed pursuant to a power of       
attorney, please file as an                                                     
exhibit certified copies of a resolution of the Board authorizing such  
signature. See Rule                                                             
483(b) under the Securities Act.                                        
GENERAL COMMENTS                                                                
52. As it appears that the Trust will be relying on Rule 6c-11 under the 1940   
Act, please ensure                                                              
that all disclosure in the registration statement complies with the     
requirements of Rule 6c-11.                                                     
53. We note that many portions of your filing are incomplete or to be updated   
by amendment                                                                    
 (e.g., fee tables, financial statements). We may have additional comments
on such portions                                                                
  when you complete them in pre-effective amendments, on disclosures made in
response to                                                                     
 this letter, on information supplied supplementally, or on exhibits added
in any pre-effective                                                            
amendment.                                                              
54. Please advise us if you have submitted or expect to submit any exemptive    
applications or no-                                                             
action requests in connection with your registration statement.         
55. Responses to this letter should be in the form of a pre-effective amendment 
filed pursuant to                                                               
Rule 472 under the Securities Act. Where no change will be made in the  
filing in response to                                                           
 a comment, please indicate this fact in a supplemental letter and briefly
state the basis for                                                             
your position.                                                          

In closing, we remind you that the Trust and its management are   
responsible for the                                                             
accuracy and adequacy of their disclosures, notwithstanding any review,         
comments, action or                                                             
absence of action by the staff.                                                 
         * * * * *
  If you have any questions prior to filing a pre-effective amendment,
please call me at                                                               
(202) 551-6782.                                                                 
                                                      Sincerely,

                                                         /s/ Anu Dubey

                                                     Anu Dubey
                                                          Senior Counsel
cc:    Andrea Ottomanelli Magovern                                              
Sally Samuel                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		7/29/20		UPLOAD
		7/24/20		UPLOAD
		6/26/20		N-1A,  N-8A,  UPLOAD
		4/21/20		UPLOAD
		4/14/20		UPLOAD
		10/14/11		UPLOAD
				List all Filings