AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of TOTAL FUND SOLUTION (a Delaware Statutory Trust) Dated October 5, 2021Agreement and Declaration of Trust • November 12th, 2021 • Total Fund Solution
Page ARTICLE I Name and Definitions ............................................................................................. 1 Section 1. Name ................................................................................................................ 1 Section 2. Definitions ....................................................................................................... 1 (a) “Administrator” ............................................................................................... 1 (b) “By-Laws” ...................................................................................................... 1 (c) “Certificate of Trust” ...................................................................................... 1 (d) “Class” ............................................................................................................ 1 (e) “Code” ............................................................................................................ 1 (f) “Commi
AGREEMENT AND DECLARATION OF TRUST of TOTAL FUND SOLUTION (a Delaware Statutory Trust) Dated as of July 29, 2021Trust Agreement • August 9th, 2021 • Total Fund Solution
TOTAL FUND SOLUTION INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 7th, 2022 • Total Fund Solution • Delaware
This AGREEMENT is made as of the 7th day of March 2022, by and between Total Fund Solution, a Delaware statutory trust (the “Trust”) and Cromwell Investment Advisors, LLC, a Maryland limited liability company (the “Adviser”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • December 27th, 2023 • Total Fund Solution • Delaware
This AGREEMENT is made as of the 14th day of December, 2023, by and between Cromwell Investment Advisors, LLC, a Maryland limited liability company (the “Adviser”), Aristotle Pacific Capital, LLC (the “Sub-Adviser”), and Total Fund Solution, a Delaware statutory trust (the “Trust”) on behalf of the series of the Trust indicated on Schedule A.
DISTRIBUTION AGREEMENTDistribution Agreement • March 7th, 2022 • Total Fund Solution • Delaware
THIS AGREEMENT is made and entered into as of January 13, 2022 by and between Total Fund Solutions, a Delaware statutory trust (the “Client”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
August 5, 2022Agreement and Plan of Reorganization • August 10th, 2022 • Total Fund Solution
You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Target Fund, which will consist of: the transfer of all of the Assets of the Target Fund to the Acquiring Fund in exchange solely for the Acquiring Fund’s shares (collectively, the “Acquiring Fund Shares”) of beneficial interest having an aggregate net asset value equal to the value of the Target Fund’s net assets and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, and the distribution of shares of the Acquiring Fund, of each respective share class, received by the Target Fund to the shareholders of the Target Fund, in accordance with their respective interests in the Target Fund in complete liquidation of the Target Fund, all upon the terms and conditions set forth in the Agreement (the “Reorganization”). The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities, created for
CUSTODY AGREEMENTCustody Agreement • March 7th, 2022 • Total Fund Solution • Minnesota
THIS AGREEMENT, is made and entered into as of this 27th day of December, 2021, as amended, by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).
TOTAL FUND SOLUTION OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • March 7th, 2022 • Total Fund Solution • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of March 7, 2022 by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), on behalf of each series listed in Appendix A, which may be amended from time to time (each a “Fund”, and together the “Fund”), and the investment adviser of the Fund(s), Cromwell Investment Advisors, LLC (the “Adviser”).
August 11, 2023Agreement and Plan of Reorganization • August 15th, 2023 • Total Fund Solution
You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Target Fund, which will consist of: the transfer of all of the Assets of the Target Fund to the Acquiring Fund in exchange solely for the Acquiring Fund’s shares (collectively, the “Acquiring Fund Shares”) of beneficial interest having an aggregate net asset value equal to the value of the Target Fund’s net assets and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, and the distribution of shares of the Acquiring Fund’s Institutional Class, received by the Target Fund to the shareholders of Target Fund in accordance with their respective interests in the Target Fund in complete liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”). The Acquiring Fund is, and will be at the time of the Closing, a shell series of TFS created for the purpose of acquiring the Assets and assuming the Li
FUND SERVICING AGREEMENTFund Servicing Agreement • March 7th, 2022 • Total Fund Solution • Wisconsin
THIS FUND SERVICING AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of December 2021, by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).
AMENDMENT TO THE CUSTODY AGREEMENTCustody Agreement • August 14th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Custody Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).
Schedule A TOTAL FUND SOLUTION OPERATING EXPENSES LIMITATION AGREEMENTOperating Expense Limitation Agreement • January 25th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on December 15, 2022, to add the Cromwell Foresight Global Sustainable Infrastructure Fund to be effective on or about December 30, 2022.
FIRST AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • December 27th, 2023 • Total Fund Solution • Delaware
This first amendment (“Amendment”) to the Investment Sub-Advisory Agreement (the “Agreement”) dated as of August 8, 2022, by and between Cromwell Investment Advisors, LLC, a Maryland limited liability company (the “Adviser”), Tran Capital Management, L.P., a California limited partnership (the “Sub-Adviser”), and Total Fund Solution, a Delaware statutory trust (the “Trust”) is entered into as of December 15, 2023 (the “Effective Date”).
Schedule A TOTAL FUND SOLUTION OPERATING EXPENSES LIMITATION AGREEMENTOperating Expense Limitation Agreement • December 27th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on October 4, 2023, to add the Cromwell Sustainable Balanced Fund to be effective on or about October 30, 2023.
THIRD AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • August 14th, 2023 • Total Fund Solution • Delaware
This third amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of January 13, 2022, by and between Total Fund Solution (“Client”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of August 14, 2023 (the “Effective Date”).
Schedule A TOTAL FUND SOLUTION OPERATING EXPENSES LIMITATION AGREEMENTOperating Expense Limitation Agreement • April 28th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on February 15, 2023, to reflect the correct expense limitations for the Cromwell Marketfield L/S Fund as were in effect since the Fund’s reorganization into the Trust on March 14, 2022.
TOTAL FUND SOLUTION INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 25th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on December 15, 2022, to add the Cromwell Foresight Global Sustainable Infrastructure Fund to be effective on or about December 30, 2022.
Schedule A TOTAL FUND SOLUTION OPERATING EXPENSES LIMITATION AGREEMENTOperating Expense Limitation Agreement • August 14th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on May 18, 2023, to add the Cromwell Greenspring Mid Cap Fund to be effective on or about August 14, 2023.
Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential. AMENDMENT TO THE FUND SERVICING AGREEMENTFund Servicing Agreement • January 25th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Fund Servicing Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).
TOTAL FUND SOLUTION INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 27th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on October 4, 2023, to add the Cromwell Sustainable Balanced Fund to be effective on or about October 31, 2023.
TOTAL FUND SOLUTION INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 14th, 2023 • Total Fund Solution
This Schedule A was amended with Board approval on May 18, 2023, to add the Cromwell Greenspring Mid Cap Fund to be effective on or about August 14, 2023.
SECOND AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • January 25th, 2023 • Total Fund Solution • Delaware
This second amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of January 13, 2022, by and between Total Fund Solution (“Client”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of December 29, 2022 (the “Effective Date”).
Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential. AMENDMENT TO THE CUSTODY AGREEMENTCustody Agreement • January 25th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Custody Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).
Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential. AMENDMENT TO THE CUSTODY AGREEMENTCustody Agreement • December 27th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Custody Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).
AMENDMENT TO THE FUND SERVICING AGREEMENTFund Servicing Agreement • August 14th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Fund Servicing Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).
AMENDMENT TO THE FUND SERVICING AGREEMENTFund Servicing Agreement • December 27th, 2023 • Total Fund Solution
THIS AMENDMENT effective as of the last date on the signature block, to the Fund Servicing Agreement (the “Agreement”) dated as of December 27, 2021, as amended, is entered into by and between TOTAL FUND SOLUTION, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).
FOURTH AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • December 27th, 2023 • Total Fund Solution • Delaware
This fourth amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of January 13, 2022, by and between Total Fund Solution (“Client”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of October 18, 2023 (the “Effective Date”).
