Correspondence 0000894189-23-004223 from Total Fund Solution (CIK 0001872253)
Total Fund Solution (CIK 0001872253)
Date: June 14, 2023 · CIK: 0001872253 · Accession: 0000894189-23-004223
AI Filing Summary & Sentiment
File numbers found in text: 333-272183, 811-23724
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management Re: Total Fund Solution (the “Trust”) Registration Statement on Form N-14 (File No. 333-272183) Investment Company Act Registration No: 811-23724 Cromwell Greenspring Mid Cap Fund (S000080740)
Dear Ms. Rowland:
The purpose of this letter is to respond to verbal comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) on June 7, 2023, June 8, 2023 and June 9, 2023. The Staff’s comments were provided regarding a Registration Statement filed on Form N-14 on May 24, 2023 (the “Form N-14”). This Form N-14 was filed under the Securities Act of 1933, as amended (the “1933 Act”) for the purpose of reorganizing the Greenspring Fund, Inc., (CIK number 0000711322, series number S000005877) (the “Target Fund”) into the Cromwell Greenspring Mid Cap Fund (the “Acquiring Fund”), a series of Total Fund Solution. The Staff’s comments are summarized in bold font below followed by the Trust’s respective responses.
General Comments
1.Staff Comment: In addition to the comments provided in connection with the Form N-14, please also incorporate any applicable comments given regarding the Acquiring Fund’s 485APOS filing.
Response: The Trust commits to incorporating to the Form N-14 any applicable comments provided by the Staff on May 24, 2023, in relation to the Acquiring Fund’s 485APOS filed on April 13, 2023.
2.Staff Comment: Please update the Proxy Card exhibit so that there is the option for shareholders to abstain from voting.
Response: The Trust respectfully notes that the Proxy Card exhibit filed already contains an option for shareholders to abstain from voting.
Prospectus
3.Staff Comment: Regarding Question 7 in the Questions and Answers section which reads, “Will the Reorganization affect the fees and expenses I pay as a shareholder of the Target Fund,” please address the following comments:
a.Add a “Yes” or “No” to the beginning of the first sentence of the answer.
b.In the third sentence in the answer, please clarify that the comparison is of the gross and net annual fund operating expenses of the Target Fund compared to the Acquiring Fund.
c.Reconcile the statement that the operating expenses of the Target and Acquiring Fund are expected to stay the same with the next paragraph which states the operating expense limitation agreement cap is higher than the current total expenses. Does the higher expense cap indicate that the expenses are expected to increase?
d.Explain supplementally why the expense limitation agreement waiver is higher than the current and expenses gross and net total operating expenses of the Target and Acquiring Fund.
e.Please explain supplementally if the Greenspring Fund, Inc. Board approved the reorganization based on the net expenses being the same between the Target and Acquiring Fund and why a higher expense limitation waiver was approved.
f.Please update the disclosure as applicable based on the response, by adding disclosure stating that once the waiver has expired, the Acquiring Fund’s operating expenses may go up.
Response: The Trust responds as indicated below. See the proposed revised disclosure following the full response.
a.See below. The Trust added “No” to the beginning of the first sentence of the answer.
b.See below. The Trust has inserted the clarifying disclosure as suggested.
c.The Trust respectfully responds by stating that the establishment of the Acquiring Fund’s expense cap at 1.21%, does not conflict with the representation that currently the Acquiring Fund’s operating expenses are expected to be the same as those of the Target Fund (i.e., 1.11%). Accordingly, the Trust has proposed no additional changes to either referenced paragraph in that regard. See response d immediately below for further elaboration on the reasons for the operating expenses limitation agreement.
d.The Trust responds supplementally by explaining that the Target Fund does not currently have an operating expenses limitation agreement in place. The new investment adviser, Cromwell Investment Advisors, LLC (“Cromwell”), agreed to enter into an operating expenses limitation agreement on behalf of the Acquiring Fund so that shareholders will receive the benefit of having an expense cap that they do not currently have. While the expectations are that expenses of the Acquiring Fund will not only stay the same as the Target Fund, but will likely decrease after the Reorganization, Cromwell has agreed to set an expense cap as an assurance to shareholders that in no event will net operating expenses exceed 1.21% — a safeguard that was never previously afforded to the Target Fund shareholders.
e.The Greenspring Fund Inc. Board approved the reorganization based on the net expenses being the same between the Target and Acquiring Fund. The Trust directs the Staff’s attention to the disclosure located on page 14 of the Form N-14 Prospectus under “Board Considerations.” Note: The disclosure shown below has been updated based on additional comments discussed elsewhere in this letter (i.e., see Staff Comment nos. 29 and 31 below).
The Directors considered that, if the Reorganization is approved, the Acquiring Fund’s gross and net expense ratio (as estimated by Cromwell) is expected to be the same as the Target Fund, but provides the Acquiring Fund the opportunity to realize operational and administrative efficiencies that may result from being managed on the same platform as other mutual funds that are advised by Cromwell...The Directors noted that Corbyn and Cromwell believe that the operational efficiencies anticipated as a result of the Reorganization may lead to a decrease in the Acquiring Fund’s operating expense ratio over time... The Directors noted that Cromwell has agreed to waive its management fees and/or reimburse the Acquiring Fund expenses to ensure that Total Annual Fund Operating Expenses (exclusive of contingent deferred loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, extraordinary expenses, and other class-specific expenses) do not exceed 1.21% of average daily net assets for the Institutional Class, through at least July 28, 2025.
Finally, for clarification, the Trust notes that the Acquiring Fund’s Board, not the Target Fund’s Board, approved the operating expenses limitation agreement on behalf of the Acquiring Fund. As indicated in the disclosure copied above, the Target Fund’s Board acknowledged in its considerations that Cromwell had contractually agreed to cap the Acquiring Fund’s expenses at 1.21%, while also considering that Cromwell and Corbyn expect the Acquiring Fund’s expenses to be the same as the Target Fund’s expenses.
f.The Trust responds by adding the following disclosure as suggested: “It is possible for the operating expense ratio of the Acquiring Fund to increase. If the operating expenses limitation agreement has expired and Cromwell has chosen not to renew the agreement, it is possible that the Acquiring Fund’s gross expenses could exceed 1.21% after July 28, 2025.”
Question 7: Will the Reorganization affect the fees and expenses I pay as a shareholder of the Target Fund?
Answer: No. The management fee paid by the Target Fund and the Acquiring Fund is not changing and the Acquiring Fund’s other operating expenses are expected to be the same as the other operating expenses of the Target Fund. The gross and net annual fund operating expenses for the Target Fund’s shares are 1.11% per annum of the Target Fund’s average daily net assets. The estimated gross and net annual fund operating expenses for the Acquiring Fund’s Institutional Class shares are expected to be 1.11% per annum of the Acquiring Fund’s average daily net assets. Corbyn and Cromwell believe that the operational efficiencies anticipated as a result of the Reorganization may lead to a decrease in the Acquiring Fund’s operating expense ratio over time.
The Target Fund does not have an operating expense limitation agreement. On behalf of the Acquiring Fund, Cromwell has agreed to waive its management fees and/or reimburse the Acquiring Fund expenses to ensure that Total Annual Fund Operating Expenses (exclusive of contingent deferred loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, extraordinary expenses, and other class-specific expenses) do not exceed 1.21% of average daily net assets for the Institutional Class, through at least July 28, 2025. The operating expense limitation
agreement can be terminated only by, or with the consent of, TFS’ Board. Cromwell may request recoupment of previously waived fees and paid expenses from the Acquiring Fund for up to 36 months from the date such fees and expenses were waived or paid, subject to the operating expense limitation agreement, if such reimbursement will not cause the Acquiring Fund’s expense ratio, after recoupment has been taken into account, to exceed the lesser of: (1) the expense limitation in place at the time of the waiver and/or expense payment; or (2) the expense limitation in place at the time of the recoupment.
4.Staff Comment: Under Question 8 of the Questions and Answers section, please add a concise explanation of how the principal investment strategies and investment objectives are similar. At the end of the answer, please also add a sentence that states while the Target Fund can invest in any securities, the Acquiring Fund will primarily be investing in mid-cap sized equity securities.
Response: See below. The Trust responds by adding the disclosure as requested in the answer to Question 8 of the Questions and Answers.
Question 8: How do the investment objectives and principal investment strategies of the Target Fund and the Acquiring Fund compare?
Answer: The Target Fund and the Acquiring Fund have a similar, but not identical, investment objective and similar, but not identical investment strategies. Specifically, unlike the Target Fund, the Acquiring Fund has neither (1) a secondary investment objective of obtaining income, nor (2) a principal investment strategy of investing in fixed income securities. The Target Fund and the Acquiring Fund may invest in companies of any market capitalization; however, under normal circumstances, the Acquiring Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of mid-sized capitalization U.S. companies at time of purchase.
5.Staff Comment: Under Question 9 of the Questions and Answers section, confirm that the number of shares will remain the same following the reorganization as usually the net asset value remains the same but the number of shares may fluctuate.
Response: The Trust responds by confirming the answer to Question 9 is correct. Because this is a “shell” fund reorganization, both the number of Acquiring Fund shares received by shareholders as well as the NAV of the Fund, will remain the same as immediately prior to the Reorganization.
6.Staff Comment: Please mention in the Questions and Answers section that the Acquiring Fund will offer an Investor Class but shareholders of the reorganization will only receive shares of the Institutional Class.
Response: The Trust responds by adding reference to the Acquiring Fund’s Investor Class in response to Question 10, as shown below:
Question 10: How similar are the Target Fund’s and the Acquiring Fund’s Share Classes?
Answer: The Target Fund’s share class is similar to the Institutional class of the Acquiring Fund. Neither the shares of the Target Fund nor the Institutional Class shares
of the Acquiring Fund are subject to a sales charge (load). Neither the Target Fund shares, nor the Acquiring Fund’s Institutional Class shares are subject to any distribution and/or service (12b-1) fees.
While not part of the Reorganization, the Acquiring Fund intends to also offer an Investor Class of shares at a later date, which will be subject to certain distribution and/or service (12b-1) fees. The Target Fund shareholders will not be impacted by the offering of this separate share class.
7.Staff Comment: In the answer to Question 11 of the Questions and Answer, please include some of the same disclosure currently reflected under the “Federal Income Tax Consequences of the Reorganization” discussion that states: “The Target Fund does not intend to sell portfolio securities in connection with the Reorganization. In the event the Target Fund sells any portfolio securities in connection with the Reorganization, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund’s tax basis in such assets.”
Response: See below. The Trust responds by adding modified disclosure as shown below. Corresponding changes will be made to the “Federal Income Tax Consequences of the Reorganization” section.
Question 11: Will the Reorganization result in any taxes?
Answer: The Reorganization is expected to qualify as a “reorganization” within the meaning of section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Accordingly, it is expected that the Target Fund will not recognize any gain or loss as a direct result of the transfer of all of its assets and its liabilities in exchange for shares of the Acquiring Fund or as a result of its liquidation and termination, and shareholders of the Target Fund will not recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization. At any time up to and including the last business day before the Reorganization, Target Fund shareholders may redeem Target Fund shares. Any such redemptions will generally result in the recognition of gain or loss to the redeeming shareholder for U.S. federal income tax purposes. The Target Fund may sell portfolio securities in connection with the Reorganization, particularly with respect to the fixed income holdings which comprised 8% of the portfolio as of May 31, 2023. In the event the Target Fund sells any portfolio securities in connection with the Reorganization, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund’s tax basis in such assets. For more detailed information about the tax consequences of the Reorganization please refer to the “Federal Income Tax Consequences of the Reorganization” section below. Shareholders of the Target Fund should consult their own tax advisers regarding the federal, state, local, and other tax treatment and implications of the Reorganization in light of their individual circumstances.
8.Staff Comment: Supplementally, please explain how there will be little to no portfolio turnover in connection with the Reorganization given that the Target Fund invests in fixed income securities. Consider updating the disclosure based on the response to this comment.
Response: The Trust responds supplementally by explaining that, as of May 31, 2023, approximately 8% of the Target Fund’s portfolio was comprised of relatively short-duration fixed income securities, which the Fund may sell or retain prior to, or following the Reorganization. Approximately 90% of the Target Fund’s portfolio consisted of equity securities and 70% of the portfolio met the Sub-Adviser’s definition of mid-cap equity securities. New purchases, under normal conditions and funded largely by redemptions and/or s
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CORRESP 1 filename1.htm Document U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 June 14, 2023 VIA EDGAR TRANSMISSION Emily Rowland United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Total Fund Solution (the “Trust”) Registration Statement on Form N-14 (File No. 333-272183) Investment Company Act Registration No: 811-23724 Cromwell Greenspring Mid Cap Fund (S000080740) Dear Ms. Rowland: The purpose of this letter is to respond to verbal comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) on June 7, 2023, June 8, 2023 and June 9, 2023. The Staff’s comments were provided regarding a Registration Statement filed on Form N-14 on May 24, 2023 (the “Form N-14”). This Form N-14 was filed under the Securities Act of 1933, as amended (the “1933 Act”) for the purpose of reorganizing the Greenspring Fund, Inc., (CIK number 0000711322, series number S000005877) (the “Target Fund”) into the Cromwell Greenspring Mid Cap Fund (the “Acquiring Fund”), a series of Total Fund Solution. The Staff’s comments are summarized in bold font below followed by the Trust’s respective responses. General Comments 1.Staff Comment: In addition to the comments provided in connection with the Form N-14, please also incorporate any applicable comments given regarding the Acquiring Fund’s 485APOS filing. Response: The Trust commits to incorporating to the Form N-14 any applicable comments provided by the Staff on May 24, 2023, in relation to the Acquiring Fund’s 485APOS filed on April 13, 2023. 2.Staff Comment: Please update the Proxy Card exhibit so that there is the option for shareholders to abstain from voting. Response: The Trust respectfully notes that the Proxy Card exhibit filed already contains an option for shareholders to abstain from voting. 1 Prospectus 3.Staff Comment: Regarding Question 7 in the Questions and Answers section which reads, “Will the Reorganization affect the fees and expenses I pay as a shareholder of the Target Fund,” please address the following comments: a.Add a “Yes” or “No” to the beginning of the first sentence of the answer. b.In the third sentence in the answer, please clarify that the comparison is of the gross and net annual fund operating expenses of the Target Fund compared to the Acquiring Fund. c.Reconcile the statement that the operating expenses of the Target and Acquiring Fund are expected to stay the same with the next paragraph which states the operating expense limitation agreement cap is higher than the current total expenses. Does the higher expense cap indicate that the expenses are expected to increase? d.Explain supplementally why the expense limitation agreement waiver is higher than the current and expenses gross and net total operating expenses of the Target and Acquiring Fund. e.Please explain supplementally if the Greenspring Fund, Inc. Board approved the reorganization based on the net expenses being the same between the Target and Acquiring Fund and why a higher expense limitation waiver was approved. f.Please update the disclosure as applicable based on the response, by adding disclosure stating that once the waiver has expired, the Acquiring Fund’s operating expenses may go up. Response: The Trust responds as indicated below. See the proposed revised disclosure following the full response. a.See below. The Trust added “No” to the beginning of the first sentence of the answer. b.See below. The Trust has inserted the clarifying disclosure as suggested. c.The Trust respectfully responds by stating that the establishment of the Acquiring Fund’s expense cap at 1.21%, does not conflict with the representation that currently the Acquiring Fund’s operating expenses are expected to be the same as those of the Target Fund (i.e., 1.11%). Accordingly, the Trust has proposed no additional changes to either referenced paragraph in that regard. See response d immediately below for further elaboration on the reasons for the operating expenses limitation agreement. d.The Trust responds supplementally by explaining that the Target Fund does not currently have an operating expenses limitation agreement in place. The new investment adviser, Cromwell Investment Advisors, LLC (“Cromwell”), agreed to enter into an operating expenses limitation agreement on behalf of the Acquiring Fund so that shareholders will receive the benefit of having an expense cap that they do not currently have. While the expectations are that expenses of the Acquiring Fund will not only stay the same as the Target Fund, but will likely decrease after the Reorganization, Cromwell has agreed to set an expense cap as an assurance to shareholders that in no event will net operating expenses exceed 1.21% — a safeguard that was never previously afforded to the Target Fund shareholders. e.The Greenspring Fund Inc. Board approved the reorganization based on the net expenses being the same between the Target and Acquiring Fund. The Trust directs the Staff’s attention to the disclosure located on page 14 of the Form N-14 Prospectus under “Board Considerations.” Note: The disclosure shown below has been updated based on additional comments discussed elsewhere in this letter (i.e., see Staff Comment nos. 29 and 31 below). 2 The Directors considered that, if the Reorganization is approved, the Acquiring Fund’s gross and net expense ratio (as estimated by Cromwell) is expected to be the same as the Target Fund, but provides the Acquiring Fund the opportunity to realize operational and administrative efficiencies that may result from being managed on the same platform as other mutual funds that are advised by Cromwell...The Directors noted that Corbyn and Cromwell believe that the operational efficiencies anticipated as a result of the Reorganization may lead to a decrease in the Acquiring Fund’s operating expense ratio over time... The Directors noted that Cromwell has agreed to waive its management fees and/or reimburse the Acquiring Fund expenses to ensure that Total Annual Fund Operating Expenses (exclusive of contingent deferred loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, extraordinary expenses, and other class-specific expenses) do not exceed 1.21% of average daily net assets for the Institutional Class, through at least July 28, 2025. Finally, for clarification, the Trust notes that the Acquiring Fund’s Board, not the Target Fund’s Board, approved the operating expenses limitation agreement on behalf of the Acquiring Fund. As indicated in the disclosure copied above, the Target Fund’s Board acknowledged in its considerations that Cromwell had contractually agreed to cap the Acquiring Fund’s expenses at 1.21%, while also considering that Cromwell and Corbyn expect the Acquiring Fund’s expenses to be the same as the Target Fund’s expenses. f.The Trust responds by adding the following disclosure as suggested: “It is possible for the operating expense ratio of the Acquiring Fund to increase. If the operating expenses limitation agreement has expired and Cromwell has chosen not to renew the agreement, it is possible that the Acquiring Fund’s gross expenses could exceed 1.21% after July 28, 2025.” Question 7: Will the Reorganization affect the fees and expenses I pay as a shareholder of the Target Fund? Answer: No. The management fee paid by the Target Fund and the Acquiring Fund is not changing and the Acquiring Fund’s other operating expenses are expected to be the same as the other operating expenses of the Target Fund. The gross and net annual fund operating expenses for the Target Fund’s shares are 1.11% per annum of the Target Fund’s average daily net assets. The estimated gross and net annual fund operating expenses for the Acquiring Fund’s Institutional Class shares are expected to be 1.11% per annum of the Acquiring Fund’s average daily net assets. Corbyn and Cromwell believe that the operational efficiencies anticipated as a result of the Reorganization may lead to a decrease in the Acquiring Fund’s operating expense ratio over time. The Target Fund does not have an operating expense limitation agreement. On behalf of the Acquiring Fund, Cromwell has agreed to waive its management fees and/or reimburse the Acquiring Fund expenses to ensure that Total Annual Fund Operating Expenses (exclusive of contingent deferred loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, extraordinary expenses, and other class-specific expenses) do not exceed 1.21% of average daily net assets for the Institutional Class, through at least July 28, 2025. The operating expense limitation 3 agreement can be terminated only by, or with the consent of, TFS’ Board. Cromwell may request recoupment of previously waived fees and paid expenses from the Acquiring Fund for up to 36 months from the date such fees and expenses were waived or paid, subject to the operating expense limitation agreement, if such reimbursement will not cause the Acquiring Fund’s expense ratio, after recoupment has been taken into account, to exceed the lesser of: (1) the expense limitation in place at the time of the waiver and/or expense payment; or (2) the expense limitation in place at the time of the recoupment. 4.Staff Comment: Under Question 8 of the Questions and Answers section, please add a concise explanation of how the principal investment strategies and investment objectives are similar. At the end of the answer, please also add a sentence that states while the Target Fund can invest in any securities, the Acquiring Fund will primarily be investing in mid-cap sized equity securities. Response: See below. The Trust responds by adding the disclosure as requested in the answer to Question 8 of the Questions and Answers. Question 8: How do the investment objectives and principal investment strategies of the Target Fund and the Acquiring Fund compare? Answer: The Target Fund and the Acquiring Fund have a similar, but not identical, investment objective and similar, but not identical investment strategies. Specifically, unlike the Target Fund, the Acquiring Fund has neither (1) a secondary investment objective of obtaining income, nor (2) a principal investment strategy of investing in fixed income securities. The Target Fund and the Acquiring Fund may invest in companies of any market capitalization; however, under normal circumstances, the Acquiring Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of mid-sized capitalization U.S. companies at time of purchase. 5.Staff Comment: Under Question 9 of the Questions and Answers section, confirm that the number of shares will remain the same following the reorganization as usually the net asset value remains the same but the number of shares may fluctuate. Response: The Trust responds by confirming the answer to Question 9 is correct. Because this is a “shell” fund reorganization, both the number of Acquiring Fund shares received by shareholders as well as the NAV of the Fund, will remain the same as immediately prior to the Reorganization. 6.Staff Comment: Please mention in the Questions and Answers section that the Acquiring Fund will offer an Investor Class but shareholders of the reorganization will only receive shares of the Institutional Class. Response: The Trust responds by adding reference to the Acquiring Fund’s Investor Class in response to Question 10, as shown below: Question 10: How similar are the Target Fund’s and the Acquiring Fund’s Share Classes? Answer: The Target Fund’s share class is similar to the Institutional class of the Acquiring Fund. Neither the shares of the Target Fund nor the Institutional Class shares 4 of the Acquiring Fund are subject to a sales charge (load). Neither the Target Fund shares, nor the Acquiring Fund’s Institutional Class shares are subject to any distribution and/or service (12b-1) fees. While not part of the Reorganization, the Acquiring Fund intends to also offer an Investor Class of shares at a later date, which will be subject to certain distribution and/or service (12b-1) fees. The Target Fund shareholders will not be impacted by the offering of this separate share class. 7.Staff Comment: In the answer to Question 11 of the Questions and Answer, please include some of the same disclosure currently reflected under the “Federal Income Tax Consequences of the Reorganization” discussion that states: “The Target Fund does not intend to sell portfolio securities in connection with the Reorganization. In the event the Target Fund sells any portfolio securities in connection with the Reorganization, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund’s tax basis in such assets.” Response: See below. The Trust responds by adding modified disclosure as shown below. Corresponding changes will be made to the “Federal Income Tax Consequences of the Reorganization” section. Question 11: Will the Reorganization result in any taxes? Answer: The Reorganization is expected to qualify as a “reorganization” within the meaning of section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Accordingly, it is expected that the Target Fund will not recognize any gain or loss as a direct result of the transfer of all of its assets and its liabilities in exchange for shares of the Acquiring Fund or as a result of its liquidation and termination, and shareholders of the Target Fund will not recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization. At any time up to and including the last business day before the Reorganization, Target Fund shareholders may redeem Target Fund shares. Any such redemptions will generally result in the recognition of gain or loss to the redeeming shareholder for U.S. federal income tax purposes. The Target Fund may sell portfolio securities in connection with the Reorganization, particularly with respect to the fixed income holdings which comprised 8% of the portfolio as of May 31, 2023. In the event the Target Fund sells any portfolio securities in connection with the Reorganization, the actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund’s tax basis in such assets. For more detailed information about the tax consequences of the Reorganization please refer to the “Federal Income Tax Consequences of the Reorganization” section below. Shareholders of the Target Fund should consult their own tax advisers regarding the federal, state, local, and other tax treatment and implications of the Reorganization in light of their individual circumstances. 5 8.Staff Comment: Supplementally, please explain how there will be little to no portfolio turnover in connection with the Reorganization given that the Target Fund invests in fixed income securities. Consider updating the disclosure based on the response to this comment. Response: The Trust responds supplementally by explaining that, as of May 31, 2023, approximately 8% of the Target Fund’s portfolio was comprised of relatively short-duration fixed income securities, which the Fund may sell or retain prior to, or following the Reorganization. Approximately 90% of the Target Fund’s portfolio consisted of equity securities and 70% of the portfolio met the Sub-Adviser’s definition of mid-cap equity securities. New purchases, under normal conditions and funded largely by redemptions and/or s