CORRESP 1 filename1.htm SEC Correspondence
LOGO  

1875 K Street, N.W.

 

Washington, DC 20006-1238

 

 

Tel: 202 303 1000

 

Fax: 202 303 2000

September 17, 2018

VIA EDGAR CORRESPONDENCE

Mr. Keith Gregory

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Re:

Western Asset Total Return ETF (the “Fund”),

a series of Legg Mason ETF Investment Trust (the “Trust”)

Post-Effective Amendment No. 56 (the “Amendment”)

Securities Act File No. 333-206784

Investment Company Act File No. 811-23096

Dear Mr. Gregory:

The Trust filed the Amendment on September 10, 2018 pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”). This letter responds to comments with respect to the Amendment that you provided in a telephone conversation with Neesa P. Sood of Willkie Farr & Gallagher LLP on September 12, 2018. For your convenience, the substance of those comments has been restated below. The Trust’s response to each comment is set out immediately under the restated comment. Please note that we have not independently verified information provided by the Trust.

Comment No. 1.            Please file your response to the staff’s comments as CORRESP on Edgar at prior to the requested acceleration date of the Amendment.

Response:                      The Fund has filed its response to the staff’s comments as CORRESP on Edgar prior to the requested acceleration date (September 19, 2018) of the Amendment.

Comment No. 2.            Given the additional disclosure added to reflect that debt includes loan and other similar instruments and that the fund may invest in junior loans, please include disclosure related to the risks of investing in loans (including junior loans) in Items 4 and 9. Please include within that risk disclosure the last three sentences of the “Loans” disclosure in Item 9 of the Prospectus which provides:

Transactions in loans may settle on a delayed basis. As a result, the proceeds from the sale of a loan may not be available to make additional investments or to meet the fund’s redemption obligations. Bank loans may not be considered securities and therefore, the fund may not have the protections afforded by U.S. federal securities laws with respect to such investments.

NEW YORK    WASHINGTON    HOUSTON    PARIS    LONDON    FRANKFURT     BRUSSELS    MILAN    ROME

in alliance with Dickson Minto W.S., London and Edinburgh


The Fund’s proposed changes may be included in the filing of the definitive Prospectus.

Response:                     As requested, the Fund will add the following disclosure to Item 4, which will be included in the 497 filing of the definitive Prospectus:

Investment in loans risk. The primary risk in an investment in loans is that borrowers may be unable to meet their interest and/or principal payment obligations. Transactions in loans may settle on a delayed basis. As a result, the proceeds from the sale of a loan may not be available to make additional investments or to meet the fund’s redemption obligations. Because junior loans are unsecured and subordinated and thus lower in priority of payment to senior loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. Bank loans may not be considered securities and therefore, the fund may not have the protections afforded by U.S. federal securities laws with respect to such investments.

Also, as requested, the Fund will add the following disclosure to Item 9, which will be included in the 497 filing of the definitive Prospectus:

Investment in loans risk. The primary risk in an investment in loans is that borrowers may be unable to meet their interest and/or principal payment obligations. Transactions in loans may settle on a delayed basis. As a result, the proceeds from the sale of a loan may not be available to make additional investments or to meet the fund’s redemption obligations. Because junior loans are unsecured and subordinated and thus lower in priority of payment to senior loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Junior loans generally have greater price volatility than senior loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in junior loans, which would create greater credit risk exposure for the holders of such loans. Bank loans may not be considered securities and therefore, the fund may not have the protections afforded by U.S. federal securities laws with respect to such investments.

*         *         *         *

If you have any questions regarding these responses, please do not hesitate to contact me at (202) 303-1124.

 

Very truly yours,

/s/ Benjamin J. Haskin

Benjamin J. Haskin

 

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cc:

Harris C. Goldblat, Esq., Legg Mason & Co., LLC

Rosemary D. Emmens, Esq., Legg Mason & Co., LLC

Neesa P. Sood, Willkie Farr & Gallagher LLP

 

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