Correspondence 0000894189-23-004531 from Total Fund Solution (CIK 0001872253)
Total Fund Solution (CIK 0001872253)
Date: June 29, 2023 · CIK: 0001872253 · Accession: 0000894189-23-004531
AI Filing Summary & Sentiment
File numbers found in text: 333-258648, 811-23724
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management Re: Total Fund Solution (the “Trust”) Securities Act Registration No: 333-258648 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 oral comments the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on May 24, 2023 regarding the Trust’s Post-Effective Amendment No. 15 (“PEA No. 15”) to its registration statement, filed on behalf of its series, Cromwell Greenspring Mid Cap Fund, (the “Fund”). The Trust’s registration statement was filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”), on Form N‑1A on April 13, 2023 for the purpose of registering the Fund as a new series of the Trust. The Trust will delay effectiveness of PEA No. 15 so that it will become effective simultaneously with the proposed reorganization of the Greenspring Fund, Inc. (“Target Fund”) into the Fund (the “Reorganization”). Subject to obtaining shareholder approval, the Reorganization is anticipated to take effect mid-August 2023. The Trust plans to file another post-effective amendment to its registration statement reflecting the revisions discussed herein in response to your comments and also to complete any other outstanding information around the time of the Reorganization. The Trust will also file all outstanding exhibits to the registration statement prior to the Fund commencing operations.
The Trust’s responses to your comments are as follows:
General Comments
1.Staff Comment: For future filings, please be sure to remove irrelevant dates from the facing sheet.
Response: The Trust undertakes to remove any irrelevant dates from the facing sheets of future filings.
2.Staff Comment: Please remember to reflect the ticker symbol for each class in EDGAR.
Response: The Trust undertakes to include the ticker symbols for both the Investor Class Shares and Institutional Class shares in the next filing submitted after the tickers become available. The Trust notes that the EDGAR system does not permit the ability to assign a ticker symbol simultaneously with registering a new class. Additionally, the EDGAR system does not permit a ticker symbol to be duplicated. Currently, the intended ticker symbol for the Institutional Class shares (GRSPX) is being utilized by the predecessor Greenspring Fund, Inc. (CIK 0000711322, S000005877) (the “Target Fund”). Upon consummation of the Reorganization, when the Trust will file the definitive forms of prospectus and Statement of Additional Information (“SAI”) pursuant to either Rule 485(b), the Trust will include the tickers on EDGAR.
Portfolio Turnover
3.Staff Comment: If the Fund’s portfolio will undergo significant repositioning due to the change in investment strategy after the Reorganization, please state this fact in the investment strategies and include corresponding principal risk disclosure in Item 4 and 9 of the prospectus, respectively. Additionally, please note the anticipated variation in portfolio turnover in the SAI.
Response: The Trust responds supplementally by explaining that it does not expect to undergo significant repositioning due to the change in investment strategy after the Reorganization. The Trust notes 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 sales of the fixed income securities, will be made in securities of mid-cap equity securities to bring the total equity holdings of mid-cap securities to at least 80% over a reasonable period of time. Given the small percentage of fixed income securities and significant existing exposure to mid-cap equity securities, the Acquiring Fund does not anticipate the need to significantly reposition the portfolio to pursue the Fund’s new investment objective. Given the above, the Trust does not believe that changes to disclosure regarding the Fund’s portfolio rate are warranted.
Principal Investment Strategies
4.Staff Comment: On page 2 of the prospectus, under “Principal Investment Strategies,” the Staff notes that the 80% “names rule” sentence should be rephrased to conform more closely to Rule 35d-1 as follows:
Under normal circumstances, tThe Fund typically invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of mid-sized capitalization U.S. companies (“mid cap companies”) at time of purchase.
Response: The Trust has made the changes as suggested. See Appendix 1.
5.Staff Comment: On page 2, under “Principal Investment Strategies,” the Staff notes that the Fund will invest primarily in equity securities. Please enhance the disclosure to list the types of equity securities in which the Fund will invest.
Response: The Trust has added the following sentence to the disclosure: “The Fund’s equity securities investments may include common and preferred stocks of United States companies. (See Appendix 1.)
6.Staff Comment: The Staff observes that the Sub-Adviser considers mid cap companies to be those with market capitalization between $50 million and $55 billion. This range appears to be unusually broad and appears to cover more than mid cap companies. Please consider revising the range and/or providing the name(s) of an index or ratings organization that supports the use of the range provided.
Response: (See Appendix 1.) After consulting with the Sub-Adviser, the Trust has revised the definition of mid-cap companies as those companies “with market capitalizations similar to the market capitalizations of companies listed in the Russell Midcap® Index or the S&P MidCap 400® Index.”
7.Staff Comment: The Staff notes that the current Fund Fees and Expenses table includes an “Acquired Fund Fees & Expenses” line item. If the Fund intends to invest in other investment companies as a principal investment strategy, please include such disclosure in the Principal Investment Strategy” discussion. Additionally, please add corresponding risk disclosure, as applicable.
Response: The Trust responds by confirming that investing in other investment companies will not be a principal investment strategy of the Fund and therefore will leave the disclosure as is. The Trust notes that the SAI currently discusses investing in other investment companies, including exchange traded funds, as a non-principal strategy.
8.Staff Comment: In the fourth sentence of the “Principal Investment Strategies” paragraph, it states that, “The companies in which the Fund may invest are those the Sub-Adviser believes provide an attractive risk/reward value and are undervalued relative to historical valuations, the company’s peers, the securities market in general or its value as a private company.” [Emphasis added] Please explain supplementally what “private company” means in this sentence given that the strategy states the Fund will invest in U.S. publicly listed companies.
Response: The Trust responds by removing the referenced phrase. (See Appendix 1.)
9.Staff Comment: In the sixth sentence of the “Principal Investment Strategies” paragraph, it states that, “The Sub-Adviser considers several factors, including, but not limited to, a company’s market position, management quality, balance sheet strength, free cash flow generation, and secular or company-specific catalysts.” [Emphasis added] Please explain what “secular” means in this sentence.
Response: The Trust responds by revising the sentence by replacing “secular” with “industry.” (See Appendix 1.)
10.Staff Comment: Please disclose in both Item 4 and Item 9 sections how the Sub-Adviser decides when to sell securities out of the Fund.
Response: (See Appendix 1.) After consulting with the Sub-Adviser, the Trust has added the following disclosure: “The Sub-Adviser may sell a security for a variety of reasons, including, but not limited to, when the Sub-Advisor’s analysis indicates that (1) continued investment in the security no longer represents a favorable risk-reward relationship; (2) a new security is determined to have a more attractive valuation; (3) the current business, future outlook or management of a particular company’s security has deteriorated; or (4) general market conditions favor a sale.”
11.Staff Comment: Please consider deleting the last sentence beginning with “If the Fund cannot find securities that meet its investment criteria,...” as this appears to be temporary defensive measures disclosure and not a principal investment strategy.
Response: The Trust responds by removing the referenced sentence. (See Appendix 1.)
Principal Risks
12.Staff Comment: In the introductory paragraph, if the Fund intends to be sold through banks, per Form N-1A, state that an investment in the Fund is not a deposit of the bank and is not insured.
Response: The Trust responds by confirming that the Fund does not intend to be sold by a bank. Accordingly, the requested statement has not been added to the disclosure.
13.Staff Comment: In the Mid-Capitalization Risk disclosure, the last sentence states that, “Securities of smaller companies trade in smaller volumes...,” we believe this should reference mid-sized companies and volumes of trading.
Response: The Trust has revised the disclosure as shown below:
•Mid-Cap Securities Risk. Equity securities of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than equity securities of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.
14.Staff Comment: With regard to the Recent Market Events Risk, please consider expanding the risk factors referenced in the disclosure to address other recent developments, such as the war in Ukraine and the rising inflation.
Response: The Trust has made the suggested changes as shown below.
•Recent Market Events Risk. U.S. and international markets have experienced significant periods of volatility in recent months and years due to a number of economic, political and global macro factors including rising inflation, the possibility of a national or global recession, the war between Russia and Ukraine, and the impact of the ongoing coronavirus (COVID-19) global pandemic. Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of the United States and other countries. The full impact of the COVID-19 pandemic, and other epidemics and pandemics that may arise in the future, on national and global economies, individual companies and the financial markets continues to be unpredictable, may result in a high degree of uncertainty for potentially extended periods of time and may adversely affect the Fund’s performance.
15.Staff Comment: In connection with the Selection Risk, please consider enhancing the disclosure to include a more fulsome discussion about management risk.
Response: The Trust responds by replacing the respective Items 4 and 9 Selection Risk with a Management Risk: (See Appendix 1 and 2.)
Item 4: Management Risk. The investment strategies, practices and risk analysis used by the Sub-Adviser may not produce the desired results.
Item 9: Management Risk. The investment strategies, practices and risk analysis used by the Sub-Adviser may not produce the desired results. The ability of the Fund to meet its investment objective is directly related to the Sub-Adviser’s investment strategies for the Fund. The value of your investment in the Fund may vary with the effectiveness of the Sub-Adviser’s research, analysis and asset allocation among portfolio securities. If the Sub-Adviser’s investment strategies do not produce the expected results, your investment could be diminished or even lost.
Various techniques can be used to increase or decrease the Fund’s exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.
These practices can be used in an attempt to adjust the risk and return characteristics of the Fund’s portfolio of investments. For example, to gain exposure to a particular market, the Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as “hedging.” If the Sub-Adviser judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund’s investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of the Fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.
16.Staff Comment: Please consider deleting the Micro- and Small-Capitalization Risk as there does not appear to be correlating investment strategy. The Staff notes, however, that the current cap size range could be argued to include micro- or small-capitalization securities, so please clarify as needed.
Response: The Trust responds by removing the referenced risk disclosure. (See Appendix 1.)
17.Staff Comment: The Staff notes that disclosure for Preferred Stock Risk is included in Principal Risks, however there is no corresponding reference to such investments in the Principal Investment Strategies. If the Fund intends to invest in preferred stocks, please update the investment strategy as applicable.
Response: As stated above in response to Staff Comment 5, the Trust has added the following sentence to the disclosure: “The Fund’s equity securities investments may include common and preferred stocks of United States companies.”
Performance
18.Staff Comment: In the second paragraph of “Performance,” please disclose that the Predecessor Fund did not have an Investor Class and that the performance shown is that of the Institutional Class adjusted to reflect the expenses of the Investor Class. In the same paragraph, please consider adding disclosure that given the Investor Class has higher total fund expenses, the Investor Class performance will be lower than that of the Institutional Class.
Response: The Trust responds by adding the requested disclosure as shown below:
The Predecessor Fund did not offer Investor Class shares. Returns of the Investor Class shares shown in the table prior to the Reorganization reflect the returns of the Institutional Class shares, adjusted to reflect the expenses of the Investor Class. The performance returns for the Investor Class will be lower than those of the Institutional Class due to the higher expenses.
19.Staff Comment: In the paragraph below the Average Annual Total Returns table, please consider a
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CORRESP 1 filename1.htm Document U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 June 29, 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”) Securities Act Registration No: 333-258648 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 oral comments the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on May 24, 2023 regarding the Trust’s Post-Effective Amendment No. 15 (“PEA No. 15”) to its registration statement, filed on behalf of its series, Cromwell Greenspring Mid Cap Fund, (the “Fund”). The Trust’s registration statement was filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”), on Form N‑1A on April 13, 2023 for the purpose of registering the Fund as a new series of the Trust. The Trust will delay effectiveness of PEA No. 15 so that it will become effective simultaneously with the proposed reorganization of the Greenspring Fund, Inc. (“Target Fund”) into the Fund (the “Reorganization”). Subject to obtaining shareholder approval, the Reorganization is anticipated to take effect mid-August 2023. The Trust plans to file another post-effective amendment to its registration statement reflecting the revisions discussed herein in response to your comments and also to complete any other outstanding information around the time of the Reorganization. The Trust will also file all outstanding exhibits to the registration statement prior to the Fund commencing operations. The Trust’s responses to your comments are as follows: General Comments 1.Staff Comment: For future filings, please be sure to remove irrelevant dates from the facing sheet. Response: The Trust undertakes to remove any irrelevant dates from the facing sheets of future filings. 1 2.Staff Comment: Please remember to reflect the ticker symbol for each class in EDGAR. Response: The Trust undertakes to include the ticker symbols for both the Investor Class Shares and Institutional Class shares in the next filing submitted after the tickers become available. The Trust notes that the EDGAR system does not permit the ability to assign a ticker symbol simultaneously with registering a new class. Additionally, the EDGAR system does not permit a ticker symbol to be duplicated. Currently, the intended ticker symbol for the Institutional Class shares (GRSPX) is being utilized by the predecessor Greenspring Fund, Inc. (CIK 0000711322, S000005877) (the “Target Fund”). Upon consummation of the Reorganization, when the Trust will file the definitive forms of prospectus and Statement of Additional Information (“SAI”) pursuant to either Rule 485(b), the Trust will include the tickers on EDGAR. Portfolio Turnover 3.Staff Comment: If the Fund’s portfolio will undergo significant repositioning due to the change in investment strategy after the Reorganization, please state this fact in the investment strategies and include corresponding principal risk disclosure in Item 4 and 9 of the prospectus, respectively. Additionally, please note the anticipated variation in portfolio turnover in the SAI. Response: The Trust responds supplementally by explaining that it does not expect to undergo significant repositioning due to the change in investment strategy after the Reorganization. The Trust notes 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 sales of the fixed income securities, will be made in securities of mid-cap equity securities to bring the total equity holdings of mid-cap securities to at least 80% over a reasonable period of time. Given the small percentage of fixed income securities and significant existing exposure to mid-cap equity securities, the Acquiring Fund does not anticipate the need to significantly reposition the portfolio to pursue the Fund’s new investment objective. Given the above, the Trust does not believe that changes to disclosure regarding the Fund’s portfolio rate are warranted. Principal Investment Strategies 4.Staff Comment: On page 2 of the prospectus, under “Principal Investment Strategies,” the Staff notes that the 80% “names rule” sentence should be rephrased to conform more closely to Rule 35d-1 as follows: Under normal circumstances, tThe Fund typically invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of mid-sized capitalization U.S. companies (“mid cap companies”) at time of purchase. Response: The Trust has made the changes as suggested. See Appendix 1. 2 5.Staff Comment: On page 2, under “Principal Investment Strategies,” the Staff notes that the Fund will invest primarily in equity securities. Please enhance the disclosure to list the types of equity securities in which the Fund will invest. Response: The Trust has added the following sentence to the disclosure: “The Fund’s equity securities investments may include common and preferred stocks of United States companies. (See Appendix 1.) 6.Staff Comment: The Staff observes that the Sub-Adviser considers mid cap companies to be those with market capitalization between $50 million and $55 billion. This range appears to be unusually broad and appears to cover more than mid cap companies. Please consider revising the range and/or providing the name(s) of an index or ratings organization that supports the use of the range provided. Response: (See Appendix 1.) After consulting with the Sub-Adviser, the Trust has revised the definition of mid-cap companies as those companies “with market capitalizations similar to the market capitalizations of companies listed in the Russell Midcap® Index or the S&P MidCap 400® Index.” 7.Staff Comment: The Staff notes that the current Fund Fees and Expenses table includes an “Acquired Fund Fees & Expenses” line item. If the Fund intends to invest in other investment companies as a principal investment strategy, please include such disclosure in the Principal Investment Strategy” discussion. Additionally, please add corresponding risk disclosure, as applicable. Response: The Trust responds by confirming that investing in other investment companies will not be a principal investment strategy of the Fund and therefore will leave the disclosure as is. The Trust notes that the SAI currently discusses investing in other investment companies, including exchange traded funds, as a non-principal strategy. 8.Staff Comment: In the fourth sentence of the “Principal Investment Strategies” paragraph, it states that, “The companies in which the Fund may invest are those the Sub-Adviser believes provide an attractive risk/reward value and are undervalued relative to historical valuations, the company’s peers, the securities market in general or its value as a private company.” [Emphasis added] Please explain supplementally what “private company” means in this sentence given that the strategy states the Fund will invest in U.S. publicly listed companies. Response: The Trust responds by removing the referenced phrase. (See Appendix 1.) 9.Staff Comment: In the sixth sentence of the “Principal Investment Strategies” paragraph, it states that, “The Sub-Adviser considers several factors, including, but not limited to, a company’s market position, management quality, balance sheet strength, free cash flow generation, and secular or company-specific catalysts.” [Emphasis added] Please explain what “secular” means in this sentence. Response: The Trust responds by revising the sentence by replacing “secular” with “industry.” (See Appendix 1.) 3 10.Staff Comment: Please disclose in both Item 4 and Item 9 sections how the Sub-Adviser decides when to sell securities out of the Fund. Response: (See Appendix 1.) After consulting with the Sub-Adviser, the Trust has added the following disclosure: “The Sub-Adviser may sell a security for a variety of reasons, including, but not limited to, when the Sub-Advisor’s analysis indicates that (1) continued investment in the security no longer represents a favorable risk-reward relationship; (2) a new security is determined to have a more attractive valuation; (3) the current business, future outlook or management of a particular company’s security has deteriorated; or (4) general market conditions favor a sale.” 11.Staff Comment: Please consider deleting the last sentence beginning with “If the Fund cannot find securities that meet its investment criteria,...” as this appears to be temporary defensive measures disclosure and not a principal investment strategy. Response: The Trust responds by removing the referenced sentence. (See Appendix 1.) Principal Risks 12.Staff Comment: In the introductory paragraph, if the Fund intends to be sold through banks, per Form N-1A, state that an investment in the Fund is not a deposit of the bank and is not insured. Response: The Trust responds by confirming that the Fund does not intend to be sold by a bank. Accordingly, the requested statement has not been added to the disclosure. 13.Staff Comment: In the Mid-Capitalization Risk disclosure, the last sentence states that, “Securities of smaller companies trade in smaller volumes...,” we believe this should reference mid-sized companies and volumes of trading. Response: The Trust has revised the disclosure as shown below: •Mid-Cap Securities Risk. Equity securities of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than equity securities of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks. 4 14.Staff Comment: With regard to the Recent Market Events Risk, please consider expanding the risk factors referenced in the disclosure to address other recent developments, such as the war in Ukraine and the rising inflation. Response: The Trust has made the suggested changes as shown below. •Recent Market Events Risk. U.S. and international markets have experienced significant periods of volatility in recent months and years due to a number of economic, political and global macro factors including rising inflation, the possibility of a national or global recession, the war between Russia and Ukraine, and the impact of the ongoing coronavirus (COVID-19) global pandemic. Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of the United States and other countries. The full impact of the COVID-19 pandemic, and other epidemics and pandemics that may arise in the future, on national and global economies, individual companies and the financial markets continues to be unpredictable, may result in a high degree of uncertainty for potentially extended periods of time and may adversely affect the Fund’s performance. 15.Staff Comment: In connection with the Selection Risk, please consider enhancing the disclosure to include a more fulsome discussion about management risk. Response: The Trust responds by replacing the respective Items 4 and 9 Selection Risk with a Management Risk: (See Appendix 1 and 2.) Item 4: Management Risk. The investment strategies, practices and risk analysis used by the Sub-Adviser may not produce the desired results. Item 9: Management Risk. The investment strategies, practices and risk analysis used by the Sub-Adviser may not produce the desired results. The ability of the Fund to meet its investment objective is directly related to the Sub-Adviser’s investment strategies for the Fund. The value of your investment in the Fund may vary with the effectiveness of the Sub-Adviser’s research, analysis and asset allocation among portfolio securities. If the Sub-Adviser’s investment strategies do not produce the expected results, your investment could be diminished or even lost. Various techniques can be used to increase or decrease the Fund’s exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices. These practices can be used in an attempt to adjust the risk and return characteristics of the Fund’s portfolio of investments. For example, to gain exposure to a particular market, the Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as “hedging.” If the Sub-Adviser judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund’s investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of the Fund and may involve a small investment of cash relative to the 5 magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised. 16.Staff Comment: Please consider deleting the Micro- and Small-Capitalization Risk as there does not appear to be correlating investment strategy. The Staff notes, however, that the current cap size range could be argued to include micro- or small-capitalization securities, so please clarify as needed. Response: The Trust responds by removing the referenced risk disclosure. (See Appendix 1.) 17.Staff Comment: The Staff notes that disclosure for Preferred Stock Risk is included in Principal Risks, however there is no corresponding reference to such investments in the Principal Investment Strategies. If the Fund intends to invest in preferred stocks, please update the investment strategy as applicable. Response: As stated above in response to Staff Comment 5, the Trust has added the following sentence to the disclosure: “The Fund’s equity securities investments may include common and preferred stocks of United States companies.” Performance 18.Staff Comment: In the second paragraph of “Performance,” please disclose that the Predecessor Fund did not have an Investor Class and that the performance shown is that of the Institutional Class adjusted to reflect the expenses of the Investor Class. In the same paragraph, please consider adding disclosure that given the Investor Class has higher total fund expenses, the Investor Class performance will be lower than that of the Institutional Class. Response: The Trust responds by adding the requested disclosure as shown below: The Predecessor Fund did not offer Investor Class shares. Returns of the Investor Class shares shown in the table prior to the Reorganization reflect the returns of the Institutional Class shares, adjusted to reflect the expenses of the Investor Class. The performance returns for the Investor Class will be lower than those of the Institutional Class due to the higher expenses. 19.Staff Comment: In the paragraph below the Average Annual Total Returns table, please consider a