cl-a430188c7c8c1000a501b82a72d184c901 · the portfolio will consider whether to add this...

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

Mail Stop 3561

September 24, 2016 Ronald L. Sargent Chief Executive Officer Staples, Inc. 500 Staples Drive Framingham, MA 01702

Re: Staples, Inc.

Form 10-K for the Fiscal Year Ended January 30, 2016

Filed March 4, 2016

File No. 000-17586

Dear Mr. Sargent:

We have completed our review of your filing. We remind you that our comments or changes to disclosure inresponse to our comments do not foreclose the Commission from taking any action with respect to thecompany or the filing and the company may not assert staff comments as a defense in any proceedinginitiated by the Commission or any person under the federal securities laws of the United States. We urge allpersons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain thatthe filing includes the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Lilyanna Peyser for

Mara L. Ransom

Assistant Director

Office of Consumer Products

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1900 K Street, NWWashington, DC 20006-1110+1 202 261 3300 Main+1 202 261 3333 Faxwww.dechert.comBRENDEN P. [email protected]+1 202 261 3458 Direct+1 202 261 3027 Fax

August 30, 2016

via edgar

Ms. Samantha Brutlag U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549

Re: HSBC Funds ( "Registrant") File No. 811-04782

Amendment No. 216

Dear Ms. Brutlag,

This letter responds to the comments that you provided to Thor Alden and me in a telephone conversationon Thursday, August 4, 2016 regarding Amendment No. 216 to the Registrant’s registration statement onForm N-1A (the "Registration Statement"). This Amendment was filed on behalf of the Registrant for thepurposes of (i) registering under the 1940 Act the "shell" series into which the HSBC Opportunity Portfolio(the "Portfolio"), the sole series of HSBC Portfolios, was reorganized; (ii) adding such information as wasnecessary to reflect any material changes made in connection with or resulting from the reorganization; and(iii) adding information to reflect changes relating to certain other proposals approved at a joint specialmeeting of shareholders of the HSBC Portfolios. We have reproduced your comments below, followed bythe Registrant’s responses. Capitalized terms have the meanings attributed to such terms in the RegistrationStatement.

Part A

1. Comment: Please modify the first sentence under "Portfolio Managers" on page 1 to state that "Theinvestment decisions for the Portfolio are made by consensus of the Investment Committee (the"Committee"), which is chaired by William A. Muggia."

Response: The Registrant will make the requested change.

22549583.2

US Austin Boston Charlotte Hartford Los Angeles New York Orange County Philadelphia Princeton SanFrancisco Silicon Valley Washington DC EUROPE Brussels Dublin Frankfurt London Luxembourg MoscowMunich Paris ASIA Beijing Hong Kong

2. Comment: In the "Principal Investment Risks – Equity Securities Risk" section, the Portfolio refers to

equity derivatives. Please clarify whether risks related to the Portfolio’s investment in equity derivatives is aprincipal investment risk.

Response: The Portfolio does not principally invest in derivatives and the reference to equity derivatives isgeneral in nature; it does not state that the Portfolio principally invests in them. The Portfolio intends toremove the reference to equity derivatives as part of its next annual update.

3. Comment: Please modify the first line in the first paragraph on page 6 to begin with "Mortgage-andAsset-Backed Securities Risk: Mortgage-and asset-backed securities are debt instruments that are […]."


4. Comment: In the "Management of the Portfolio Trust – Portfolio Managers" section, please considerincluding how long each of the individuals has been managing the portfolio.

Response: The Portfolio respectfully notes that it includes this information in the "Opportunity Portfolio –Portfolio Managers" section on page 1. The Portfolio will consider whether to add this information to the"Management of the Portfolio Trust – Portfolio Managers" section as part of its next annual update.

5. Comment: Please modify the language in the last sentence of the first paragraph on page 10 to correctthe references to "Valuation Time" and "Portfolio Business Day."

Response: The Registrant intends to revise the sentence as part of its next annual update to state "Thepercentage so determined is then applied to determine the value of the investor’s interest in the Portfolio asof the Valuation Time on the following Portfolio Business Day."

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Part B

6. Comment: In the "Investment Techniques – Derivatives" section, the last sentence of the first paragraphon page 8 states, in part, that a Portfolio may use derivatives to seek to enhance return. The use ofderivatives to enhance the Portfolio’s returns is not discussed in Part A of the Registration Statement.Please either add corresponding disclosure in Part A or edit this statement for consistency.

Response: The Portfolio will edit this statement for internal consistency. The Registrant intends to deletethis sentence as part of its next annual update.

7. Comment: In the "Investment Techniques – Exchange Traded Funds" section, please add a discussionthat investments in Exchange Traded Funds may involve duplication of advisory fees and certain otherexpenses.

Response: The Portfolio currently includes in its "Investment Techniques – Exchange Traded Funds"section a reference to "Investment Techniques – Investment Company Securities," which clarifies that thediscussion in the "Investment Techniques – Investment Company Securities" section applies to exchangetraded funds as well. The Portfolio intends to carry over the discussion of the duplication of fees to the"Investment Techniques – Exchange Traded Funds" section as part of its next annual update.

8. Comment: Please modify the language in the first sentence on page 36 to state "In addition, the Portfoliorelies on various sources to calculate its NAV."


9. Comment: Please modify the language in the third-to-last sentence of the first paragraph on page 39 tostate "Unless authorized by law, the Portfolio will not do business with, nor pay commissions to, affiliates ofthe Adviser in any portfolio transactions where they act as principal."


10. Comment: Please confirm that any changes made to the Portfolio’s fundamental and non-fundamentalinvestment restrictions are consistent with those approved by shareholders as part of the Portfolio’sreorganization as a series of a Delaware statutory trust.

Response: The Portfolio confirms that its current fundamental and non-fundamental investment restrictionsare consistent with those that were approved by shareholders.

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Tandy Representations

11. Comment: Please include standard Tandy representation language in your transmittal letter for yourupcoming filing.

Response: The Registrant hereby agrees to make the following representations:

the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing;the Staff comments or changes to disclosure in response to Staff comments in the filing reviewed bythe Staff do not foreclose the SEC from taking any action with respect to the filing; andthe Registrant may not assert Staff comments as a defense in any proceeding initiated by the SECunder the federal securities laws.

* * *

We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at(202) 261-3458 if you wish to discuss this correspondence further. Thank you in advance for your attentionto this letter.

Best regards,

/s/ Brenden P. Carroll

Brenden P. Carroll

cc: Richard A. Fabietti, President, HSBC Funds, and Senior Vice President, Head of Product Management,HSBC Global Asset Management (USA) Inc.

Jennifer Bergenfeld, Chief Legal Officer, HSBC Funds, and Senior Legal Counsel, HSBCGlobal Asset Management (USA) Inc.

David J. Harris, Dechert LLP

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Mail Stop: 3628

August 26, 2016

Via E-mail

James Darrell Thomas Vice President, Treasurer and Assistant Secretary Harley-Davidson Credit Corp. 3850 Arrowhead Drive Carson City, Nevada 29706

Re: Harley-Davidson Motorcycle Trust 2013-1

Form 10-K for Fiscal Year Ended December 31, 2015

Filed March 28, 2016

File No. 333-180185-02

Dear Mr. Thomas:


Sincerely,

/s/ Katherine Hsu

Katherine Hsu

Office Chief

Office of Structured Finance

cc: Bill Jue, Harley-Davidson Credit Corp.

Julia Landes, Harley-Davidson Credit Corp.

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August 26, 2016

VIA EDGAR

Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Attention: Amanda Ravitz

Tom Jones

Re: IRIDEX Corporation

Registration Statement on Form S-3

Filed August 12, 2016

File No. 333-213094

Acceleration Request

Requested Date: August 26, 2016

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, IRIDEX Corporation (the "Company")hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-213094) (the"Registration Statement") be declared effective at the "Requested Date" and "Requested Time" set forthabove or at such later time as the Company or its counsel may orally request via telephone call to the staff(the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the"Commission"). Once the Registration Statement has been declared effective, please orally confirm thatevent with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling David J.Segre at (650) 245-3424.

In connection with the acceleration request, the Company hereby acknowledges that:

should the Commission or the Staff, acting pursuant to delegated authority, declare the RegistrationStatement effective, it does not foreclose the Commission from taking any action with respect to theRegistration Statement;the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring theRegistration Statement effective, does not relieve the Company from its full responsibility for theadequacy and accuracy of the disclosure in the Registration Statement; andthe Company may not assert Staff comments and the declaration of effectiveness as a defense inany proceeding initiated by the Commission or any person under the federal securities laws of theUnited States.

* * * *

Sincerely,

IRIDEX CORPORATION

/s/ Atabak Mokari

Atabak Mokari

Chief Financial Officer and Vice President Corporate Development

cc: William M. Moore, IRIDEX Corporation

David J. Segre, Wilson Sonsini Goodrich & Rosati, Professional Corporation

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Mail Stop 4561

August 26, 2016

Roberto Simon Chief Financial Officer WEX, Inc. 97 Darling Ave. South Portland, Maine 04106

Re: WEX, Inc.


Filed February 26, 2016

File No. 001-32426

Dear Mr. Simon:


Sincerely,

/s/ Craig D. Wilson

Craig D. Wilson

Sr. Asst. Chief Accountant

Office of Information Technologies and Services

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Mail Stop 3561

August 26, 2016

Ms. Soho Hamdan President, Chief Executive Officer and Chief Financial Officer OnePower Systems Ltd. Ain El-Mraisseh 73 Bliss Street, Qoreitem Bldg, 3 rd Floor Beirut, Lebanon

Re: OnePower Systems Ltd.

Form 10-K for the Fiscal Year Ended November 30, 2015

Filed March 2, 2016

File No. 333-185176

Dear Ms. Hamdan:


Sincerely,

/s/ Jennifer Thompson

Jennifer Thompson

Accounting Branch Chief

Officer of Consumer Products

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ONEPOWER SYSTEMS LTD.Ain El-Mraisseh

73 Bliss Street, Qoreitem Bldg, 3rd floorBeirut-Lebanon

Telephone: 1-844-209-3225

August 26, 2016

United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-4631

Attention: Jennifer Thompson, Accounting Branch Chief

Dear Madam:



Filed March 2, 2016

Amendment 1 to Form 10-K for the Fiscal Year Ended November 30, 2015


File No. 333-185176

We have received your letter dated August 25, 2016 containing comments concerning our Annual Report onForm 10-K for the fiscal year ended November 30, 2015 and our Amendment 1 to Form 10-K for the FiscalYear Ended November 30, 2015. We have filed an amended Annual Report herewith and respond to thosecomments as follows:

Form 10-K for the Fiscal Year Ended November 30, 2015Financial Statements, page 11

1. We have reviewed your response to comment 1 and Amendment 1 of Form 10-K filed on August22, 2016. Your response states that audit opinions for both years are presented in the amendedForm 10-K; however, you did not present an audit report for the year ended November 30, 2014. Theinclusion of a letter from your former auditor, Kyle L. Tingle, CPA, LLC, consenting to the inclusionof his audit report does not satisfy the requirements of Rules 2-02 and 8-02 of Regulation S-X. Pleaseamend your filing to provide audit opinions for both years presented in your financial statements.

We have filed an amended Annual Report on Form 10-K that contains a revised audit report that providesaudit opinions for both years presented in our financial statements.

Amendment #1 to Form 10-K for the Fiscal Year Ended November 30, 2015Report of Independent Registered Public Accounting Firm, page F-1

2. We note that the date of the audit report issued by K.R. Margetson Ltd. for the year endedNovember 30, 2015 changed from February 29, 2016 to August 18, 2016. Please confirm to us thatK.R. Margetson Ltd. issued you a new opinion dated August 18, 2016, and briefly tell us why theopinion date was revised.

We have corrected the date of audit report issued by K.R. Margetson Ltd. For the year ended November 30,2015 and confirm the correct date is February 29, 2016, not August 18, 2016. K.R. Margetson has notprovided us with a new opinion.

We hereby acknowledge that (1) the company is responsible for the adequacy and accuracy of thedisclosure in this filing, (2) staff comments or changes to disclosure in response to staff comments do notforeclose the Commission from taking any action with respect to the filing; and (3) the company may notassert staff comments as a defense in any proceeding initiated by the Commission or any person under thefederal securities laws of the United States.

Yours truly,

/s/ Soha Hamdan

OnePower Systems Ltd.

Soha Hamdan, President

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Mail Stop 4720

August 26, 2016

Via Email

Greg McKinney Chief Financial Officer Bank of the Ozarks, Inc. 17901 Chenal Parkway Little Rock, Arkansas 72223

Re: Bank of the Ozarks



File No. 000-22759

Dear Mr. McKinney:

We have completed our review of your filings. We remind you that our comments or changes to disclosure inresponse to our comments do not foreclose the Commission from taking any action with respect to thecompany or the filings and the company may not assert staff comments as a defense in any proceedinginitiated by the Commission or any person under the federal securities laws of the United States. We urge allpersons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain thatthe filings include the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Marc Thomas

Marc Thomas

Senior Staff Accountant

Office of Financial Services

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Mail Stop 3561

August 25, 2016

Ms. Soho Hamdan President, Chief Executive Officer and Chief Financial Officer OnePower Systems Ltd. Ain El-Mraisseh 73 Bliss Street, Qoreitem Bldg, 3 rd Floor Beirut, Lebanon



Filed March 2, 2016

Amendment 1 to Form 10-K for the Fiscal Year Ended November 30, 2015


File No. 333-185176

Dear Ms. Hamdan:

We have reviewed your August 19, 2016 response to our comment letter and have the following comments.In some of our comments, we may ask you to provide us with information so we may better understand yourdisclosure.

Please respond to these comments within ten business days by providing the requested information oradvise us as soon as possible when you will respond. If you do not believe our comments apply to your factsand circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments. Unless we noteotherwise, our references to prior comments are to comments in our August 4, 2016 letter.

Form 10-K for the Fiscal Year Ended November 30, 2015Financial Statements, page 11

1. We have reviewed your response to comment 1 and Amendment 1 of Form 10-K filed on August 22,2016. Your response states that audit opinions for both years are presented in the amended Form 10-K;however, you did not present an audit report for the year ended November 30, 2014. The inclusion of a letterfrom your former auditor, Kyle L. Tingle, CPA, LLC, consenting to the inclusion of his audit report does notsatisfy the requirements of Rules 2-02 and 8-02 of Regulation S-X. Please amend your filing to provide auditopinions for both years presented in your financial statements.

Ms. Soho Hamdan

OnePower Systems Ltd.

August 25, 2016

Page 2

Amendment #1 to Form 10-K for the Fiscal Year Ended November 30, 2015Report of Independent Registered Public Accounting Firm, page F-1

2. We note that the date of the audit report issued by K.R. Margetson Ltd. for the year ended November 30,2015 changed from February 29, 2016 to August 18, 2016. Please confirm to us that K.R. Margetson Ltd.issued you a new opinion dated August 18, 2016, and briefly tell us why the opinion date was revised.

You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or me at (202) 551-3737 with anyquestions.

Sincerely,

/s/ Jennifer Thompson

Jennifer Thompson


Officer of Consumer Products

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Mail Stop 3561

August 25, 2016

Christopher J. May Chief Financial Officer American Axle & Manufacturing Holdings, Inc. One Dauch Drive Detroit, Michigan 48211

Re: American Axle & Manufacturing Holdings, Inc.



File No. 001-14303

Dear Mr. May:

We have completed our review of your filing. We remind you that our comments or changes to disclosure inresponse to our comments do not foreclose the Commission from taking any action with respect to thecompany or the filings and the company may not assert staff comments as a defense in any proceedinginitiated by the Commission or any person under the federal securities laws of the United States. We urge allpersons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain thatthe filings include the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Lyn Shenk

Lyn Shenk

Branch Chief

Office of Transportation and Leisure

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Mail Stop 3561

August 25, 2016

M. Brett Biggs Executive Vice President and Chief Financial Officer Wal-Mart Stores, Inc. 702 S.W. 8 th Street Bentonville, Arkansas 72716

Re: Wal-Mart Stores, Inc.

Form 10-K for the Fiscal Year Ended January 31, 2016

Filed March 30, 2016

File No. 1-6991

Dear Mr. Biggs:


Sincerely,

/s/ William H. Thompson

William H. Thompson


Office of Consumer Products

cc: Steven P. Whaley

Senior Vice President and Controller

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3000 Two Logan SquareEighteenth and Arch StreetsPhiladelphia, PA 19103-2799215.981.4000Fax 215.981.4750John P. Falcodirect dial (215) 981-4659direct fax (866) [email protected]

August 25, 2016

Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

Attn: Mr. Jeff Long, Staff Accountant

Re: FundVantage Trust

File Nos. 333-141120 and 811-22027

Dear Mr. Long:

On behalf of FundVantage Trust (the "Trust"), this letter is being filed with the Commission via EDGAR torespond to oral comments provided by you on July 25, 2016, in connection with the Commission staff’s ("Staff") review of the annual reports of the WHV International Equity Fund and the WHV/Acuity TacticalCredit Long/Short Fund.

The Trust appreciates the opportunity to address the Staff’s comments with respect to the WHV/AcuityTactical Credit Long/Short Fund (the "Fund"). Set forth below are the Staff’s comment with respect to theFund’s annual report in italicized text followed by the Trust’s response to the comment. No comments wereprovided with respect to the WHV International Equity Fund’s annual report.

* * *

1. The Staff noted that a material weakness in the controls for recording of expense waivers was disclosed.Please provide to the Staff additional detail regarding the nature of the error and the changes implementedby the Fund to the applicable controls to prevent future occurrences.

Response: On December 31, 2014, the investment adviser entered into an ExpenseReimbursement Agreement regarding Dividends and Interest Expense on Securities SoldShort (the "Agreement") with the Trust, on behalf of the Fund, whereby the investment adviseragreed to reduce its compensation and/or reimburse the expenses of the Fund in an amountequal to dividend and interest expense on securities sold

Philadelphia Boston Washington, D.C. Los Angeles New York Pittsburgh

Detroit Berwyn Harrisburg Orange County Princeton Silicon Valley Wilmington

www.pepperlaw.com

short from the commencement of operations of the Fund through August 31, 2016. During theannual audit of the Fund for the fiscal year ended April 30, 2016 it was determined that theFund’s accounting records did not include the waivers and reimbursements required by theAgreement. After review of the Fund’s process and controls regarding the recording of waiversand reimbursements on the Fund’s accounting records, the Fund’s accounting agent hasimplemented additional controls and enhanced existing controls as follows: (i) the Fund’saccounting agent has added a control to review of all contractual fund expenses andwaiver/reimbursement amounts with Fund Management prior to the commencement of anynew fund; (ii) during the annual update of the Trust’s registration statement and wheneverchanges to current contractual amounts occur, the Fund’s accounting agent will compare thecontractual rates and waiver/reimbursement amounts to the amounts recorded on the Fund’saccounting records and any differences will be reviewed with Fund Management; and (iii) theFund’s accounting agent’s process with respect to the quarterly review of expense budgetswith Fund Management and the implementation of new contractual arrangements or actionsapproved by the Board of Trustees of the Trust will be enhanced to ensure greater timelinessand accuracy. Additionally, the Board of Trustees has requested and will be meeting with theFund’s accounting agent to review their controls in detail.

2. Please explain why the expense ratio after waivers of 1.61% disclosed in the financial highlights providedin the Fund’s annual report for the fiscal year ended April 30, 2016 (the "2016 Annual Report"), does notcorrespond with the expense limitation amount of 1.42% disclosed in the fee table and footnote 4 theretoincluded in the Fund’s prospectus dated September 1, 2015 (the "2015 Prospectus"). To the extent the Fundhas considered any remedial actions including a rescission offer to investors with respect to the discrepancyplease describe such actions and provide as an attachment to your response a spreadsheet reflecting thecalculation of the investment adviser’s waiver/reimbursement amounts.

Response: As the Staff noted, the Fund’s investment adviser contractually agreed to reduce itsinvestment advisory fee and/or reimburse certain expenses of the Fund to the extentnecessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transferagency fees), "Acquired Fund"

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fees and expenses, dividend and interest expense on securities sold short, interest,extraordinary items, and brokerage commissions, do not exceed 1.42% (on an annual basis)of average daily net assets of the Fund (the "Expense Limitation"). Additionally, the investmentadviser under the Agreement (defined above) agreed to reduce its investment advisory feeand/or reimburse certain expenses of the Fund in an amount equal to the Fund’s dividend andinterest expense on securities sold short through August 31, 2016. The difference from theExpense Limitation disclosed in the prospectus and the actual expenses disclosed in theFund’s annual report of nineteen (19) basis points is attributable to short sale rebate feespayable by the Fund on certain of its short positions. While such fees are included in theFund’s "other operating expenses," they are excluded from the expense limitationarrangements agreed to by the Fund’s investment adviser and the Trust, on behalf of theFund.

The discrepancy between the expense ratios provided in the 2015 Prospectus and the 2016Annual Report was due to the significant difference in the net rebate from short sales for thefiscal periods ended 2015 and 2016 of $81 short rebate net income and $(66,182) short rebatenet charges, respectively. Even though the Fund had net short sale rebate income for thefiscal period ended April 30, 2015, the fee table included in the 2015 Prospectus disclosedestimated expenses related to short sales of 25 basis points. This estimate was based on theFund’s fees and operations for the fiscal period from commencement of operations onDecember 16, 2014 through April 30, 2015, and its reasonable expectation that short sales

expenses would increase over a full fiscal year. Additionally, a substantial reduction in netassets from redemption activity from January through April 2016 resulted in a reduction in theFund’s assets of approximately 45% from the Fund’s assets on December 31, 2015. Thisreduction in assets further increased the impact of the short rebate charges on the actualexpense ratio for the fiscal year ended April 30, 2016.

In light of the foregoing explanation for the discrepancy in the expense ratios, fundmanagement does not believe any further remedial action is required or appropriate. Inparticular, fund management determined that a rescission offer was not appropriate becausethe 2015 Prospectus properly disclosed the expense ratio

3

based on a reasonable good faith estimate for the 2016 fiscal year based on the Fund’sexpenses and operations for the fiscal year period from December 16, 2014 through April 30,2015 and its expectations of short sale activity in the fiscal year ended April 30, 2016.

A spreadsheet reflecting the calculation of the investment adviser’s waiver/reimbursementamounts for 2016 is provided as Appendix A to this letter.

* * *

We trust that this response addresses the Staff’s comments. This letter incorporates by reference the"Tandy Letter" signed by an officer of the Trust and attached hereto as Exhibit A.

If you have any further questions, please contact the undersigned at 215.981.4659 or, in his absence, JohnM. Ford, Esq. at 215.981.4009.

Very truly yours,

John P. Falco

cc: Mr. Joel Weiss, President of FundVantage Trust

Mr. Richard Keyes, Treasurer of FundVantage Trust

John M. Ford, Esq.

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Appendix A

WHV Acuity Tactical Credit Long/Short Fund

Expense Waiver

30-Apr-16

Average Net Assets FYE 4/30/2016 $34,163,071Expense Cap 1.42%Waiver calculation FYE April 30, 2016Total Fund Expenses $936,687 2.74%less: Class specific expenses (26,675) -

0.08%less: Dividends/Interest on Securities Sold Short waiver (106,694) -

0.31%

less: Advisory waiver/reimbursement (252,711) -0.74%

Net Expenses after waivers and less class specific expenses 550,607 1.61%Short sale rebate fees (66,182) -

0.19%$484,425 1.42%

Reconcile to total net expensesNet Expenses after waivers and less class specific expenses $550,607add: class specific expenses 26,675Net expenses after waivers and reimbursements per 4/30/2016annual report

$577,282

Reconciliation to annual reportDividends/Interest on Securities Sold Short $106,694Short sale rebate fees 66,182Dividends/Interest and fees on Securities Sold Short $172,876Dividends/Interest on Securities Sold Short waiver $106,694Advisory waiver/reimbursement 252,711Total waiver and reimbursement $359,405EXHIBIT A

FUNDVANTAGE TRUST301 Bellevue ParkwayWilmington, DE 19809

August 25, 2016

Division of Investment Management Office of Disclosure and Review U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

Attn: Mr. Jeff Long

Re: FundVantage Trust

File Nos. 333-141120 and 811-22027

Dear Mr. Long:

In connection with the Trust’s response to certain oral comments received from the Commission staff ("Staff") on July 25, 2016, with respect to the Staff’s review of the financial statements of the WHV/AcuityTactical Credit Long/Short Fund and the WHV International Equity Fund, each as series of FundVantageTrust (the "Trust"), the Trust is providing the following, as instructed:

The Trust acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in itsfinancial statements, (ii) Commission staff comments or changes to disclosure in response to staffcomments in its financial statements reviewed by the staff do not foreclose the Commission from taking any

action with respect to the financial statements, and (iii) the Trust may not assert staff comments with respectto the financial statements as a defense in any proceeding initiated by the Commission or any person underthe federal securities laws of the United States.

Please direct any questions concerning this letter to John P. Falco, of Pepper Hamilton LLP, counsel to theTrust at 215.981.4659.

Very truly yours,

/s/ Joel Weiss

Joel Weiss

President and Chief Executive Officer of FundVantage Trust

cc: Mr. Richard Keyes, Treasurer of FundVantage Trust

John P. Falco, Esq.

John M. Ford, Esq.

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CUTLER LAW GROUPCorporate Securities Law

M. Richard Cutler, EsqAdmitted in California & Texas

August 25, 2016

Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561

Attn: Katherine Wray, Attorney-Advisor

Office of Information Technologies and Services

Re: Scottline Healthcare Solutions, Inc.

Amendment No. 4 to Offering Statement on Form 1-A


File No. 024-10575

Gentlemen and Ladies:

Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the "Act"), ScottlineHealthcare Solutions, Inc. (the "Company") hereby requests that the Securities and Exchange Commission(the "Commission") issue a notice of qualification for the above-referenced Offering Statement on Form 1-A,as amended, so that it may be qualified on Friday, August 26, 2016, at 10:00 am EST, or as soon thereafteras is practicable.

Thank you for your time and for your assistance with this matter. Please do not hesitate to contact us at theabove number.

Best Regards,

/s/ M. Richard Cutler

M. Richard Cutler

2800 Post Oak Rd., Suite 4100

Houston, Texas 77056

www.cutlerlaw.com

Tel (800) 606-7150

Fax (800) 836-0714

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MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC.125 West 55 th StreetNew York, NY 10019

August 25, 2016

VIA EDGAR

Ms. Christina Fettig Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549

Re: Macquarie Global Infrastructure Total Return Fund Inc.

(File No. 811-21765)

Dear Ms. Fettig:

On behalf of the Macquarie Global Infrastructure Total Return Fund Inc. (the "Fund"), I am responding tocomments provided by the staff of the Division of Investment Management (the "Staff") of the U.S. Securitiesand Exchange Commission (the "Commission") to the undersigned by telephone on August 3, 2016regarding its review of the Fund’s annual report to shareholders for the fiscal year ended November 30,2015 (the "Annual Report").

The substance of the Staff’s oral comments provided on August 3, 2016 is set forth in the numberedparagraphs below, accompanied by the Fund’s responses to each comment.

1. Staff Comment: In reference to the N-SAR B filed on January 29, 2016, the internal controls report wasmissing the city and state of the Fund’s auditor.

Response: In future filings, the Fund will ensure that the city and state of the Fund’s auditorare included in the accountant’s report on internal control.

2. Staff Comment: In future filings, the Notes to the Financial Statements should include disclosure that thefinancial statements have been prepared in accordance with the fund accounting and reporting requirementsof investment companies (reference: ASC 946, ASU 2013-08).

Response: The current disclosure in the Notes to Financial Statements states: "The Fund isconsidered an investment company for financial reporting purposes under GAAP." The Fundwill enhance this disclosure in future filings to state: "The Fund is considered an investmentcompany under U.S. GAAP and follows the accounting and reporting guidance applicable toinvestment companies in the Financial Accounting Standards Board Accounting StandardsCodification Topic 946."

3. Staff Comment: In future filings, in regard to Footnote 6, Leverage, if fair value option is elected, then theFund should also apply fair value of liabilities (reference: FASB ASC 825-10-50).

Response: The Fund respectfully notes that it elects the fair value option and the loanreferenced in Footnote 6, Leverage, is carried at value, as illustrated in the Statement ofAssets and Liabilities. In future filings, the Fund will revise the disclosure in Footnote 6,Leverage, to indicate that the loan payable is carried at value and the Euro line is adjusteddaily for foreign currency translation.

4. Staff Comment: In regard to the Board Approval of Investment Advisory and Management Agreementdetailed in the Additional Information section of the Fund’s Annual Report, to the extent possible the Fundshould provide more specificity in disclosure around how the Board evaluated each factor related to theBoard’s selection of the investment adviser. Please see Form N-2, Item 24, Instruction 6(f).

Response: In future filings, the Fund will include, to the extent possible and as appropriate,more specific disclosure on how the Board evaluated each factor in selecting the Fund’sinvestment adviser.

5. Staff Comment: In regard to "Fund Proxy Voting Policies and Procedures" in the Additional Informationsection of the Fund’s Annual Report, the Fund should instruct shareholders that proxy voting records areavailable. Language from Form N-2, Item 24, Instruction 6(d) should be utilized.

Response: In future filings, the Fund will revise the disclosure in "Fund Proxy Voting Policiesand Procedures" in the Additional Information section to state as follows: "The Fund’s policiesand procedures used in determining how to vote proxies relating to portfolio securities, andinformation regarding how the Fund voted proxies relating to its portfolio securities during themost recent 12-month period ended June 30, are available without a charge, upon request, bycontacting the Fund at 1-800-910-1434 and on the Commission’s web site athttp://www.sec.gov."

6. Staff Comment: The Fund’s response in the Annual Report to Item 2(f) of Form N-CSR indicates that thecode of ethics is attached but it is actually incorporated by reference.

Response: In future filings, the Fund will attach the code of ethics as an exhibit.

7. Staff Comment: The Fund’s response in the Annual Report to Item 8(a)(1) of Form N-CSR does notindicate as of what date the information was provided.

Response: In future filings, the Fund will include the requested disclosure.

8. Staff Comment: Condition 3(c) of the Fund’s application for exemption from Section 19(b) of theInvestment Company Act of 1940 and Rule 19b-1 thereunder states that the Fund will post prominently astatement on its web site containing the information in each Notice, and will maintain such information for atleast 24 months. Please direct the Staff to the appropriate link where the disclosures are maintained in yourresponse.

Response: All section 19(a) Notices are posted on the Fund’s websitewww.macquarie.com/mgu for at least 24 months. On the home page of the Fund’s websitethere is a section on the right hand side called "Quick links" which leads directly to the Notices.The Notices can also be accessed from the home page of the Fund’s website by clicking onthe "Investor Center" tab, then "Reports and SEC filings" and "Section 19a Notices".

* * * * * * * * * *

In connection with this response to the Staff’s comments, the Fund hereby acknowledges that:

the Fund is responsible for the adequacy and accuracy of the disclosure in the filings;Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by theStaff do not foreclose the Commission from taking any action with respect to the filing; andthe Fund may not assert Staff comments as a defense in any proceeding initiated by the Commissionor any person under the federal securities laws of the United States.

* * * * * * * * * *

If you have any questions or need further clarification, please contact me at (212) 231-1831.

Yours,

/s/ Meredith L. Meyer

Meredith L. Meyer

Chief Financial Officer and Treasurer

Macquarie Global Infrastructure Total Return Fund Inc.

cc: John Kim, Secretary and Chief Legal Officer of the Fund

William Fink, Chief Compliance Officer of the Fund

James Silk, Willkie Farr & Gallagher LLP

Stuart Coleman, Stroock & Stroock & Lavan LLP

Jill Kerschen, ALPS Fund Services, Inc.

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August 25, 2016

Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Attn: Division of Corporation Finance

Re: HomeStreet, Inc.

Form S-4 Registration Statement

Registration No. 333-213204


Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,HomeStreet, Inc., a Washington corporation (the "Company"), hereby respectfully requests that the effectivedate of the above-captioned Registration Statement be accelerated so that the registration statement willbecome effective at 5:15 p.m. Eastern Daylight Time on August 26, 2016, or as soon thereafter aspracticable.

In addition, we confirm the following:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,it does not foreclose the Commission from taking any action with respect to the filing;the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filingeffective, does not relieve the Company from its full responsibility for the adequacy and accuracy ofthe disclosure in the filing; andthe Company may not assert this action as a defense in any proceeding initiated by the Commissionor any person under the federal securities laws of the United States.

HomeStreet, Inc.

/s/ Godfrey B. Evans

Godfrey B. Evans

Executive Vice President, General Counsel and Corporate Secretary

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Harley-Davidson Credit Corp.222 W. Adams Street, Suite 2000

Chicago, IL 60606-5307

August 25, 2016

Ms. Katherine Hsu Office Chief Office of Structured Finance Division of Corporate Finance Securities and Exchange Commission Washington, DC 20549-7010

Re: Harley-Davidson Motorcycle Trust 2013-1

Comment letter dated August 11, 2016

Commission File No. 333-180185-02

Dear Ms. Hsu:

In response to the comment letter dated August 11, 2016 relating to the Annual Report on Form 10-K ofHarley-Davidson Motorcycle Trust 2013-1 (the "Trust") filed March 28, 2016 ( "Form 10-K"), the following arethe Trust’s responses. For your convenience, we have included the text of the comment from the Securitiesand Exchange Commission (the "Commission") in each case.

Part III of Form 10-KItem 1119 of Regulation AB. Affiliations and Certain Relationships…. page 4

1. We note your disclosure about the credit losses of Harley-Davidson Credit Corp.’s ( "HDCC")managed retail motorcycle loans. It is not clear what you mean by "managed retail motorcycleloans" and whether they consist only of loans held by HDCC or whether they also include loans soldthrough asset-backed securitization transactions. Please confirm that, in future filings for anytransactions for which Harley-Davidson Credit Corp. is responsible for filing Form 10-K, that you willinclude a description of what constitutes HDCC’s managed retail motorcycle loans.

Answer: Harley-Davidson Credit Corp. confirms that, in future filings for any transactions for which Harley-Davidson Credit Corp. is responsible for filing Form 10-K, Harley-Davidson Credit Corp. will include adescription of what constitutes Harley-Davidson Credit Corp.’s managed retail motorcycle loans.

Part IV of Form 10-KExhibit 31.1

2. The signature block of the certification suggests that the issuing entity, rather than a naturalperson in his or her individual capacity is providing the certification. Refer to the last sentence ofnote 1 to Item 601(b)(31)(ii). Please file an amended certification that conforms to the signaturerequirements of Item 601(b)(31)(ii). Also, please confirm that, in future filings for this issuing entityand any other transactions for which Harley-Davidson Credit Corp. acts as servicer, yourcertifications will conform to the signature requirements of Item 601(b)(31)(ii).

Answer: Harley-Davidson Credit Corp. has filed an amendment to the Form 10-K (and amendments tocorresponding Form 10-Ks for other transactions for which Harley-Davidson Credit Corp. acts as servicer) toinclude an amended certification that eliminates the suggestion that the issuing entity, rather than a natural

person in his or her individual capacity, is providing the certification. Harley-Davidson Credit Corp. alsoconfirms that, in future filings for the Trust and any other transactions for which Harley-Davidson CreditCorp. acts as servicer, the certifications will conform to the signature requirements of Item 601(b)(31)(ii).

In addition, as requested by the Commission, Harley-Davidson Credit Corp. and the Trust acknowledges thefollowing:

the Trust is responsible for the adequacy and accuracy of the disclosure in the filing;staff comments or changes to disclosure in response to staff comments do not foreclose theCommission from taking any action with respect to the filing; andthe Trust may not assert staff comments as a defense in any proceeding initiated by the Commissionor any person under the federal securities laws of the United States.

We appreciate the opportunity to provide responses and clarifications to the comments raised in yourcorrespondence of August 11, 2016. If there are any further comments or questions, please do not hesitateto contact me at 414-343-7863.

Very truly yours,

Harley-Davidson Credit Corp.

By: /s/ James Darrell Thomas

James Darrell Thomas

Vice President, Treasurer and Assistant Secretary

cc: Hughes Bates, Securities and Exchange Commission

Bill Jue, Harley-Davidson Credit Corp.

Julia Landes, Harley-Davidson Credit Corp.

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xG Technology, Inc.240 S. Pineapple Avenue, Suite 701

Sarasota, FL 34236

August 25, 2016

Via EDGAR

Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

Re: xG Technology, Inc.


File No. 333-213291


Pursuant to Rule 461 under the Securities Act of 1933, as amended, xG Technology, Inc. (the "Company")hereby respectfully requests that the effective date of the above-captioned Registration Statement (the"Filing") be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Friday, August 26,2016, or as soon thereafter as possible.

In connection with this request, the Company acknowledges the following:

(1)should the Securities and Exchange Commission (the "Commission") or the staff,acting pursuant to delegated authority, declare the Filing effective, it does notforeclose the Commission from taking any action with respect to the Filing;

(2)the action of the Commission or the staff, acting pursuant to delegated authority, indeclaring the Filing effective, does not relieve the Company from its fullresponsibility for the adequacy and accuracy of the disclosure in the Filing; and

(3)the Company may not assert staff comments and the declaration of effectivenessas a defense in any proceeding initiated by the Commission or any person underthe federal securities laws of the United States.

* * * *

Very truly yours,

xG Technology, Inc.

By: /s/ George Schmitt

George Schmitt

Chief Executive Officer

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Mail Stop 3720

August 25, 2016

George Schmitt Chief Executive Officer xG Technology, Inc. 240 S. Pineapple Avenue, Suite 701 Sarasota, FL 34236

Re: xG Technology, Inc.



File No. 333-213291

Dear Mr. Schmitt:

This is to advise you that we have not reviewed and will not review your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to becertain that the filing includes the information the Securities Act of 1933 and all applicable Securities Actrules require. Since the company and its management are in possession of all facts relating to a company’sdisclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending registration statement, pleaseprovide a written statement from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,it does not foreclose the Commission from taking any action with respect to the filing;the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filingeffective, does not relieve the company from its full responsibility for the adequacy and accuracy ofthe disclosure in the filing; andthe company may not assert staff comments and the declaration of effectiveness as a defense in anyproceeding initiated by the Commission or any person under the federal securities laws of the UnitedStates.

George Schmitt

xG Technology, Inc.

August 25, 2016

Page 2

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request foracceleration of the effective date of the registration statement as confirmation of the fact that those

requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 andthe Securities Exchange Act of 1934 as they relate to the proposed public offering of the registeredsecurities.

Please contact Lahdan Rahmati, Law Clerk, at (202) 551-8199, or me at (202) 551-3810 with any questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel

Assistant Director

AD Office 11 – Telecommunications

cc: David E. Danovitch, Esq.

Robinson Brog Leinwand Greene Genovese & Gluck P.C.

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Mail Stop 3030

August 25, 2016

Necip Sayiner, Ph.D. Chief Executive Officer Intersil Corporation 1001 Murphy Ranch Road Milpitas, California 95035

Re: Intersil Corporation

Form 10-K for the fiscal year ended January 1, 2016


File No. 000-29617

Dear Dr. Sayiner:


Sincerely,

/s/ Geoff Kruczek for

Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

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Mail Stop 4631

August 25, 2016

Via E-mail

Ms. Kelly Schmidt Vice President & Controller Owens Corning One Owens Corning Parkway Toledo, OH 43659

Re: Owens Corning

Form 10-K for the Fiscal Year Ended December 31, 2015


File No. 1-33100

Dear Ms. Schmidt:


Sincerely,

/s/ W. John Cash

W. John Cash


Office of Manufacturing and Construction

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