CROMWELL CENTERSQUARE REAL ESTATE FUND Investor Class (MRESX .
CROMWELL CENTERSQUARE REAL ESTATE FUNDInvestor Class (MRESX)Institutional Class (MRASX)Class Z (MREZX)STATEMENT OF ADDITIONAL INFORMATIONDATED March 7, 2022This Statement of Additional Information (“SAI”) provides general information about theCromwell CenterSquare Real Estate Fund (the “Fund”), a series of Total Fund Solution Trust (the“Trust”). This SAI is not a prospectus and should be read in conjunction with the Fund’s currentprospectus dated March 7, 2022 for its Institutional Class, Investor Class and Class Z shares (the“Prospectus”), as supplemented and amended from time to time, which is incorporated herein byreference. The Fund’s audited financial statements for the year ended December 31, 2021 areincorporated herein by reference to the Predecessor Fund’s 2021 Annual Report. A copy of the Fund’sannual report may be obtained without charge by calling the Fund at 1-855-625-7333 toll free or byvisiting the Fund’s website at www.thecromwellfunds.com.On November 1, 2017, the Predecessor Fund changed its fiscal year end from October 31 toDecember 31. The Predecessor Fund’s fiscal period ended December 31, 2017 includes only the periodfrom November 1, 2017 to December 31, 2017.
Table of ContentsTHE TRUST .INVESTMENT POLICIES, STRATEGIES AND ASSOCIATED RISKS .INVESTMENT RESTRICTIONS .FUNDAMENTAL INVESTMENT RESTRICTIONS .NON-FUNDAMENTAL INVESTMENT RESTRICTIONS .MANAGEMENT OF THE FUND .BOARD OF TRUSTEES.TRUSTEES AND OFFICERS .ROLE OF THE BOARD .BOARD LEADERSHIP STRUCTURE .BOARD OVERSIGHT OF RISK MANAGEMENT .TRUSTEE QUALIFICATIONS .TRUSTEE OWNERSHIP OF FUND SHARES .BOARD COMMITTEES.TRUSTEE COMPENSATION .CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS .INVESTMENT ADVISER .MANAGER-OF-MANAGERS ARRANGEMENTS .INVESTMENT SUB-ADVISER.PORTFOLIO MANAGERS .SERVICE PROVIDERS .FUND ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT .CUSTODIAN .LEGAL COUNSEL .INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .DISTRIBUTION AND SERVICING OF FUND SHARES .PORTFOLIO TRANSACTIONS AND BROKERAGE.PORTFOLIO TURNOVER .CODE OF ETHICS .PROXY-VOTING PROCEDURES .ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM .PORTFOLIO HOLDINGS INFORMATION .DETERMINATION OF NET ASSET VALUE .ADDITIONAL PURCHASE AND REDEMPTION INFORMATION .FEDERAL INCOME TAX MATTERS .DISTRIBUTIONS .COST BASIS REPORTING .FINANCIAL STATEMENTS .APPENDIX A - PROXY VOTING POLICY 53535354555657575758596061707171A-1
The TrustTotal Fund Solution (the “Trust”) is a Delaware statutory trust organized on July 29, 2021 and is registered withthe Securities and Exchange Commission (“SEC”) as an open-end management investment company. The Fund isone series, or mutual fund, formed by the Trust. The Fund is a non-diversified series and has its own investmentobjective and policies. Shares of other series of the Trust are offered in separate prospectuses and SAIs. The Trustmay register additional series and offer shares of a new fund or share class under the Trust at any time.The Trust is authorized to issue an unlimited number of interests (or shares). Interests in the Fund are representedby shares of beneficial interest each with no par value. Each share of the Trust has equal voting rights andliquidation rights, and is voted in the aggregate and not by the series or class of shares except in matters where aseparate vote is required by the Investment Company Act of 1940, as amended (the “1940 Act”), or when thematters affect only the interests of a particular series or class of shares. When matters are submitted to shareholdersfor a vote, each shareholder is entitled to one vote for each full share owned and fractional votes for fractional sharesowned. Shares of each series or class generally vote together, except when required under federal securities laws tovote separately on matters that only affect a particular class. The Trust does not normally hold annual meetings ofshareholders. The Trust’s Board of Trustees (the “Board” or the “Board of Trustees”) shall promptly call and givenotice of a meeting of shareholders for the purpose of voting upon removal of any trustee when requested to do so inwriting by shareholders holding 10% or more of the Trust’s outstanding shares.Each share of the Fund represents an equal proportionate interest in the assets and liabilities belonging to the Fundand is entitled to such distributions out of the income belonging to the Fund as are declared by the Board ofTrustees. The Board of Trustees has the authority from time to time to divide or combine the shares of any seriesinto a greater or lesser number of shares of that series so long as the proportionate beneficial interests in the assetsbelonging to that series and the rights of shares of any other series are in no way affected. Additionally, in case ofany liquidation of a series, the shareholders of the series being liquidated are entitled to receive a distribution out ofthe assets, net of the liabilities, belonging to that series. Expenses attributable to any series or class are borne by thatseries or class. Any general expenses of the Trust not readily identifiable as belonging to a particular series or classare allocated by, or under the direction of, the Board of Trustees on the basis of relative net assets, the number ofshareholders or another equitable method. No shareholder is liable to further calls or to assessment by the Trustwithout his or her express consent.With respect to the Fund, the Trust may offer more than one class of shares. The Trust, on behalf of the Fund, hasadopted a multiple class plan under Rule 18f-3 under the 1940 Act, detailing the attributes of each Fund’s shareclasses. Each share of a series or class represents an equal proportionate interest in that series or class with eachother share of that series or class. Currently, the Fund offers the following classes of shares: Investor Class,Institutional Class and Class Z.The assets of the Fund received for the issue or sale of its shares, and all income, earnings, profits and proceedsthereof, subject only to the rights of creditors, shall constitute the underlying assets of the Fund. In the event of thedissolution or liquidation of the Fund, the shareholders of the Fund are entitled to share pro rata in the net assets ofthe Fund available for distribution to shareholders.Cromwell Investment Advisors, LLC (the “Adviser”) serves as the investment adviser to the Fund. Effective onMarch 7, 2022, AMG Managers CenterSquare Real Estate Fund, a series of AMG Funds I (the “Predecessor Fund”),reorganized into the Fund (the “Reorganization”). Pursuant to the Reorganization, the Fund is the successor to theaccounting and performance information of the Predecessor Fund. The Predecessor Fund operated for the periodfrom December 31, 1997.Fund HistoryInvestor Class shares commenced operations (through the Predecessor Fund) on December 31, 1997. InstitutionalClass and Class Z commenced operations (through the Predecessor Fund) on February 24, 2017. EffectiveFebruary 27, 2017, AMG Managers CenterSquare Real Estate Fund (formerly AMG Managers Real EstateSecurities Fund, which was formerly Managers Real Estate Securities Fund) established three classes of shares:1
Class I, Class N and Class Z shares. Effective April 28, 2014, Managers Real Estate Securities Fund changed itsname to AMG Managers Real Estate Securities Fund. Effective October 1, 2016, AMG Managers Real EstateSecurities Fund changed its name to AMG Managers CenterSquare Real Estate Fund. Also effective October 1,2016, AMG Managers CenterSquare Real Estate Fund’s sole class was reclassified and redesignated as Class Sshares. Effective February 27, 2017, AMG Managers CenterSquare Real Estate Fund’s Class S shares were renamedClass N shares.Effective April 28, 2014, Managers Trust I changed its name to AMG Funds I and the Predecessor Fund’sinvestment manager changed its name from Managers Investment Group LLC to AMG Funds LLC.On November 1, 2017, the Predecessor Fund changed its fiscal year end from October 31 to December 31.Investment Policies, Strategies and Associated RisksThe following is additional information regarding the investment policies used by the Fund in an attempt to achieveits investment objective as stated in its Prospectus. The Trust is an open-end management investment company, andthe Fund is a non-diversified series of the Trust.Investment Techniques and Associated RisksThe following are descriptions of the types of securities and instruments that may be purchased by the Fund to theextent such investments are permitted by applicable law. The information below does not describe every type ofinvestment, technique or risk to which the Fund may be exposed. The Fund reserves the right, without notice, tomake any investment, or use any investment technique, except to the extent that such activity would require ashareholder vote, as discussed below under “Fundamental Investment Restrictions.”(1)Asset-Backed SecuritiesAsset-backed securities directly or indirectly represent a participation interest in, or are secured by and are payablefrom, a stream of payments generated from particular assets, such as automobile and credit card receivables andhome equity loans or other asset-backed securities collateralized by those assets. Asset-backed securities provideperiodic payments that generally consist of both principal and interest payments that must be guaranteed by a letterof credit from an unaffiliated bank for a specified amount and time.Asset-backed securities are subject to certain risks. These risks generally arise out of the security interest in theassets collateralizing the security. For example, credit card receivables are generally unsecured and the debtors areentitled to a number of protections from the state and through federal consumer laws, many of which give the debtorthe right to offset certain amounts of credit card debts thereby reducing the amounts due. In general, these types ofloans have a shorter life than mortgage loans and are less likely to have substantial prepayments, although in aperiod of declining interest rates, pre-payments on asset-backed securities may increase and the Fund may be unableto reinvest those prepaid amounts in investments providing the same rate of interest as the pre-paid obligations.Asset-backed securities also involve the risk that borrowers may default on the obligations backing them and that thevalues of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers,including those of sub-prime quality, involve a higher risk of default. Therefore, the values of asset-backedsecurities backed by lower quality loans, including those of sub-prime quality, may suffer significantly greaterdeclines in value due to defaults, payment delays or a perceived increased risk of default, especially during periodswhen economic conditions worsen.During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment,delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans,sales contracts, receivables and other obligations underlying asset-backed securities.2
(2)Below Investment Grade Debt Securities (“Junk Bonds”)The Fund may invest in below investment grade debt securities. Bonds rated below BBB by S&P Global Ratings(“S&P”), or Baa by Moody’s Investors Service, Inc. (“Moody’s”), or an equivalent rating by another NationallyRecognized Statistical Rating Organization (“NRSRO”) are commonly known as “junk bonds.” Below investmentgrade securities are deemed by the rating agencies to be predominantly speculative with respect to the issuer’scapacity to pay interest and repay principal and may involve major risk or exposure to adverse conditions. Belowinvestment grade securities, while generally offering higher yields than investment grade securities with similarmaturities, involve greater risks, including the possibility of default or bankruptcy. The special risk considerationsin connection with investments in these securities are discussed below.Below investment grade securities generally offer a higher yield than that available from higher-rated issues withsimilar maturities, as compensation for holding a security that is subject to greater risk. Lower-rated securitiesinvolve higher risks in that they are especially subject to (1) adverse changes in general economic conditions and inthe industries in which the issuers are engaged, (2) adverse changes in the financial condition of the issuers, (3) pricefluctuation in response to changes in interest rates and (4) limited liquidity and secondary market support.Effect of Interest Rates and Economic Changes. All interest-bearing securities typically experience appreciationwhen interest rates decline and depreciation when interest rates rise. The market values of below investment gradesecurities tend to reflect individual corporate developments to a greater extent than do higher rated securities, whichreact primarily to fluctuations in the general level of interest rates. Below investment grade securities also tend to bemore sensitive to economic conditions than are higher-rated securities. As a result, they generally involve morecredit risks than securities in the higher-rated categories. During an economic downturn or a sustained period ofrising interest rates, highly leveraged issuers of below investment grade securities may experience financial stresswhich may adversely affect their ability to service their debt obligations, meet projected business goals, and obtainadditional financing. Periods of economic uncertainty and changes would also generally result in increasedvolatility in the market prices of these securities and thus in the Fund’s net asset value (“NAV”).Payment Expectations. Below investment grade securities may contain redemption, call or prepayment provisionswhich permit the issuer of such securities to, at its discretion, redeem the securities. During periods of fallinginterest rates, issuers of these securities are likely to redeem or prepay the securities and refinance them with debtsecurities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeemthem, the Fund may have to replace the securities with a lower yielding security, which would result in a lowerreturn.Credit Ratings. Credit ratings issued by credit-rating agencies are designed to evaluate the safety of principal andinterest payments of rated securities. They do not, however, evaluate the market value risk of lower-qualitysecurities and, therefore, may not fully reflect the risks of an investment. In addition, credit rating agencies may ormay not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer thataffect the market value of the security. With regard to an investment in below investment grade securities, theachievement of the Fund’s investment objective may be more dependent on the Sub-Adviser’s own credit analysisthan is the case for higher rated securities. Although the Sub-Adviser considers security ratings when makinginvestment decisions, it does not rely solely on the ratings assigned by the rating services. Rather, the Sub-Adviserperforms research and independently assesses the value of particular securities relative to the market. The SubAdviser’s analysis may include consideration of the issuer’s experience and managerial strength, changing financialcondition, borrowing requirements or debt maturity schedules, and the issuer’s responsiveness to changes inbusiness conditions and interest rates. It also considers relative values based on anticipated cash flow, interest ordividend coverage, asset coverage and earnings prospects.The Sub-Adviser buys and sells debt securities principally in response to its evaluation of an issuer’s continuingability to meet its obligations, the availability of better investment opportunities, and its assessment of changes inbusiness conditions and interest rates.3
Liquidity and Valuation. Below investment grade securities may lack an established retail secondary market, and tothe extent a secondary trading market does exist, it may be less liquid than the secondary market for higher ratedsecurities. The lack of a liquid secondary market may negatively impact the Fund’s ability to dispose of particularsecurities. The lack of a liquid secondary market for certain securities may also make it more difficult for the Fundto obtain accurate market quotations for purposes of valuing the Fund’s portfolio. In addition, adverse publicity andinvestor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of belowinvestment grade securities, especially in a thinly traded market.Because of the many risks involved in investing in below investment grade securities, the success of suchinvestments is dependent upon the credit analysis of the Sub-adviser. Although the market for below investmentgrade securities is not new, and the market has previously weathered economic downturns, the past performance ofthe market for such securities may not be an accurate indication of its performance during future economicdownturns or periods of rising interest rates. Differing yields on debt securities of the same maturity are a functionof several factors, including the relative financial strength of the issuers.(3)BorrowingUnder the 1940 Act, the Fund may borrow from any bank, provided that immediately after any such borrowing thereis an asset coverage of at least 300% for all borrowings by the Fund and provided further, that in the event that suchasset coverage shall at any time fall below 300%, the Fund shall, within three days (not including Sundays andholidays) thereafter or such longer period as the U.S. Securities and Exchange Commission (the “SEC”) mayprescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage ofsuch borrowings shall be at least 300%. The 1940 Act also permits an open-end investment company to borrowmoney from a bank or other person provided that such loan is for temporary purposes only and is in an amount notexceeding 5% of the value of the investment company’s total assets at the time when the loan is made. A loan ispresumed to be for temporary purposes if it is repaid within sixty days and is not extended or renewed. Typically,the Fund may pledge up to 33 1/3% of its total assets to secure these borrowings. If the Fund’s asset coverage forborrowings falls below 300%, the Fund will take prompt action to reduce its borrowings even though it may bedisadvantageous at that time from an investment point of view. The Fund will incur costs when it borrows,including payment of interest and any fee necessary to maintain a line of credit, and may be required to maintain aminimum average balance. If the Fund is permitted to borrow money to take advantage of investment opportunities,if the income and appreciation on assets acquired with such borrowed funds exceed their borrowing cost, the Fund’sinvestment performance will increase, whereas if the income and appreciation on assets acquired with borrowedfunds are less than their borrowing costs, investment performance will decrease. If the Fund borrows to invest insecurities and the related gains from the investment and/or any hedging activity exceed the cost of borrowing and/orlosses on hedging, the NAV of the shares will rise more than would otherwise be the case. On the other hand, if theinvestment performance of the additional securities purchased fails to cover their cost (including any interest paid onthe money borrowed) to the Fund, the NAV of the Fund’s shares will decrease faster than would otherwise be thecase. This speculative characteristic is known as “leverage.”(4)Cash EquivalentsThe Fund may invest in cash equivalents to the extent that such investments are consistent with the Fund’sinvestment objective, policies and restrictions, and as discussed in the Fund’s Prospectus and this SAI. Adescription of the various types of cash equivalents that may be purchased by the Fund appears below.Bankers Acceptances. Bankers acceptances are short-term credit instruments used to finance the import, export,transfer or storage of goods. These instruments become “accepted” when a bank guarantees their payment uponmaturity. Eurodollar bankers acceptances are bankers acceptances denominated in U.S. dollars and are “accepted”by foreign branches of major U.S. commercial banks.Certificates of Deposit. Certificates of deposit are issued against money deposited into a bank (including eligibleforeign branches of U.S. banks) or a savings and loan association (“S&L”) for a definite period of time. They earn aspecified rate of return and are normally negotiable.4
Repurchase Agreements. In a repurchase agreement, the Fund buys a security from a bank or a broker-dealer thathas agreed to repurchase the same security at a mutually agreed-upon date and price. The resale price normallyreflects the purchase price plus a mutually agreed-upon interest rate. This interest rate is effective for the period oftime the Fund is invested in the agreement and is not related to the coupon rate on the underlying security.Repurchase agreements are subject to certain risks that may adversely affect the Fund. If a seller defaults, the Fundmay incur a loss if the value of the collateral securing the repurchase agreement declines and may incur dispositioncosts in connection with liquidating the collateral. In addition, if bankruptcy proceedings are commenced withrespect to a seller of the security, the Fund’s ability to dispose of the collateral may be delayed or limited.Generally, the period of these repurchase agreements will be short, and at no time will the Fund enter into arepurchase agreement for a period of more than seven (7) days.Short-Term Corporate Debt Securities. Short-term corporate debt securities include bills, notes, debentures, moneymarket instruments and similar instruments and securities, and are generally used by corporations and other issuersto borrow money from investors for such purposes as working capital or capital expenditures. The issuer pays theinvestor a variable or fixed rate of interest and normally must repay the amount borrowed on or before maturity.The investment return of corporate debt securities reflects interest earnings and changes in the market value of thesecurity. The market value of a corporate debt obligation may be expected to rise and fall inversely with interestrates generally. In addition to interest rate risk, corporate debt securities also involve the risk that the issuers of thesecurities may not be able to meet their obligations on interest or principal payments at the time called for by aninstrument. The rate of return or return of principal on some debt obligations may be linked or indexed to the levelof exchange rates between the U.S. dollar and a foreign currency or currencies.Time Deposits.uncertificated.(5)Time deposits in banks or S&Ls are generally similar to certificates of deposit, but areCommercial PaperCommercial paper refers to promissory notes that represent an unsecured debt of a corporation or finance company.They have a maturity of up to nine (9) months. Eurodollar commercial paper refers to promissory notes payable inU.S. dollars by European issuers.(6)Collateralized Debt ObligationsThe Fund may invest in each of collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”),other collateralized debt obligations (“CDOs”) and other similarly structured securities. CBOs, CLOs and otherCDOs are types of asset-backed securities. A CBO is a trust which is often backed by a diversified pool of high risk,below investment grade fixed-income securities. The collateral can be from many different types of fixed-incomesecurities such as high-yield debt, residential privately issued mortgage-related securities, commercial privatelyissued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typicallycollateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans,senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment gradeor equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations ofvarious parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.For CBOs, CLOs and other CDOs, the cash flows from the trust are split into two or more portions, called tranches,varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from thebonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the mostsevere circumstances. Since they are partially protected from defaults, senior tranches from a CBO trust, CLO trustor trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can berated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches canexperience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default anddisappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or otherCDO securities as a class.5
The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities andthe class of the instrument in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offeredand sold, and thus, are not registered under the securities laws. As a result, investments in CBOs, CLOs and otherCDOs may be characterized by the Fund as illiquid securities; however, an active dealer market may exist for CBOs,CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risksassociated with fixed-income securities discussed elsewhere in this SAI and the Fund’s Prospectus (e.g., interest raterisk and default risk), CBOs, CLOs and other CDOs carry additional risks including, but are not limited to: (i) thepossibility that distributions from collateral securities will not be adequate to make interest or other payments;(ii) the quality of the collateral may decline in value or default; (iii) the risk that the Fund may invest in CBOs,CLOs or oth
Securities Fund, which was formerly Managers Real Estate Securities Fund) established three classes of shares: 1. Class I, Class N and Class Z shares. Effective April 28, 2014, Managers Real Estate Securities Fund changed its name to AMG Managers Real Estate Securities Fund. Effective October 1, 2016, AMG Managers Real Estate
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