[Federal Register Volume 88, Number 84 (Tuesday, May 2, 2023)]
[Notices]
[Pages 27542-27543]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-09205]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34901; 812-15425]


Total Fund Solution and Cromwell Investment Advisors, LLC

April 26, 2023.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act, as well as from certain disclosure requirements in rule 20a-1 
under the Act, Item 19(a)(3) of Form N-1A, Items 22(c)(1)(ii), 
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the 
Securities Exchange Act of 1934, and sections 6- 07(2)(a), (b), and (c) 
of Regulation S-X (``Disclosure Requirements'').

Summary of Application:  The requested exemption would permit 
Applicants (as defined below) to enter into and materially amend 
subadvisory agreements with subadvisers without shareholder approval 
and would grant relief from the Disclosure Requirements as they relate 
to fees paid to the subadvisers.

Applicants: Total Fund Solution and Cromwell Investment Advisors, LLC.

Filing Dates: The application was filed on January 20, 2023, and 
amended on March 30, 2023 and April 17, 2023.

Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the SEC's Secretary at [email protected] and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on May 22, 
2023, and

[[Page 27543]]

should be accompanied by proof of service on the Applicants, in the 
form of an affidavit, or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: Fabio 
Battaglia, III, [email protected] and Elaine E. Richards, 
[email protected].

FOR FURTHER INFORMATION CONTACT: Trace W. Rakestraw, Senior Special 
Counsel, at (202) 551-6825 (Division of Investment Management, Chief 
Counsel's Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal 
analysis, and conditions, please refer to Applicants' amended and 
restated application, dated April 17, 2023, which may be obtained via 
the Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field 
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at 
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You 
may also call the SEC's Public Reference Room at (202) 551-8090.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-09205 Filed 5-1-23; 8:45 am]
BILLING CODE 8011-01-P


