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U.S. Bank Global Fund Services

615 East Michigan Street

Milwaukee, Wisconsin 53202

November 15, 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 Sustainable Balanced Fund (S000082890)

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 September 28, 2023 regarding the Trust’s Post-Effective Amendment No. 20 (“PEA No. 20”) to its registration statement, filed on behalf of its series, Cromwell Sustainable Balanced Fund (the “Fund”). The Trust’s post-effective amendment to its 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 August 16, 2023, for the purpose of registering the Fund as a new series of the Trust. The Trust will file a 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. 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: The Staff notes that a comment is applicable to all appropriate disclosure and management is responsible for the accuracy of the disclosure. Please also file the response letter five days prior to the effective date.

Response: The Trust acknowledges the request and undertakes to file this response letter no less than five days prior to the effective date.

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Fees and Expenses Table

2.Staff Comment: Please provide a complete fees and expenses of the Fund table.

Response: See Appendix 1. The Trust has provided the completed Fees and Expenses table as reflected in Appendix 1 to this letter.

Principal Investment Strategies

Please see Appendices 2 and 9 for the complete restatement of Principal Investment Strategies reflecting changes made as outlined below.

3.Staff Comment: In the first paragraph of the “Principal Investment Strategies,” please clarify that the Fund will invest in 25 to 35 U.S. common stocks as indicated in disclosure contained elsewhere in the prospectus.

Response: The Trust responds by revising the referenced sentence as follows:

The equity securities in which the Fund normally invests are common stocks of approximately 25 to 35 mid- and large-cap U.S. companies with market capitalizations greater than $2 billion. (emphasis added)

4.Staff Comment: In the same paragraph located within Item 9, please add a description regarding how the Fund will determine what an investment grade security is and the specific rating that constitutes an investment grade or comparable criteria.

Response: The Trust responds by adding disclosure as shown below:

Item 4 disclosure

Investment grade debt instruments are those rated in one of the four highest rating categories (i.e., Baa by Moody’s, BBB by S&P or Fitch or higher) or, if unrated, deemed comparable by Aristotle Pacific.

Item 9 disclosure

Investment grade debt instruments are those rated in one of the four highest rating categories (i.e., Baa by Moody’s, BBB by S&P or Fitch or higher) or, if unrated, deemed comparable by Aristotle Pacific as shown below:

 Standard & Poor’s1

 Moody’s

 Fitch1

Investment grade debt categories

 AAA

 Aaa

 AAA

AA

 Aa

 AA

A

 A

 A

BBB

 Baa

 BBB

1    Long-term ratings by Standard & Poor’s and Fitch from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. For example, BBB- is the lowest investment grade; BB+ is the highest non-investment grade.

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5.Comment: With regard to the Fund’s 80% policy, please be more descriptive with the definition of sustainable and what ESG criteria will qualify for the 80% policy.

Response: The Trust responds by revising the referenced 80% policy as shown below.

Under normal market conditions, the Fund will invest at least 80% of its assets in sustainable equity and debt securities as described above. For this purpose, each Each sub-adviser employs its own investment processes for determining which securities meet their respective sustainability criteria. Tran defines sustainable equity securities as those that score 3 or higher on its internal 5-point ESG scale based on the evaluation of factors described below. Aristotle Pacific defines sustainable debt securities as investments permitted under its ESG Exclusionary Screens as described below.

6.Staff Comment: In the third paragraph of the “Principal Investment Strategies” section, regarding Tran’s selection process:

a.Clearly summarize the longer discussion in Item 9, such as adding the five point scale and main points of ESG focus;

b.Reconcile the second bullet point on “various maturities and quality ratings” with the description above that the Fund will invest primarily in investment grade debt securities;

c.Please add to Item 4, a summary regarding criteria the Fund has for maturity and duration and expand the new disclosure in more detail in Item 9;

d.Following the sentence that starts “Such companies will, in Tran’s opinion,...” explain how companies meet these non-ESG factors and how they are weighted; and

e.If there is a similar screen process for equity securities as there is stated for debt securities, summarize in Item 4.

Response: The Trust responds by revising the referenced disclosure as requested and outlined below.

a.The Trust has added the following disclosure to Item 4:

With respect to the equity securities in the Fund, Tran considers both the external impact of a company’s product or service and the company’s internal policies, controls, and interactions with shareholders, employees, and other stakeholders as part of its 5-point ESG scale. External and internal factors are weighted equally. Tran uses an intensive fundamental due diligence process to attempt to identify companies that meet its proprietary investment criteria based on the objective of preserving principal and capital appreciation. Tran identifies mid- and large-cap companies that it believes have a sustainable competitive advantage. Tran then evaluates the resulting universe of companies for those that generally exhibit the characteristics.

b.The Trust has revised the referenced second bullet point as follows:

•deliver a portfolio that is prudently diversified between equity securities of various sized companies and debt securities of various maturities and investment grade quality ratings meeting certain sustainability standards.

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c.The Trust has added the following criteria for maturity and duration to each section as follows:

Item 4 disclosure

The Fund’s investments in corporate debt securities are expected to maintain a weighted average duration within two years (plus or minus) of the Bloomberg US Aggregate Bond Index, although the instruments held by the Fund may have short, intermediate, and long terms to maturity.

Item 9 disclosure

The Fund’s investments in corporate debt securities are expected to maintain a weighted average duration within two years (plus or minus) of the Bloomberg US Aggregate Bond Index although the instruments held may have short, intermediate, and long terms to maturity. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a bond’s duration, the more sensitive it is to interest rate risk. The shorter a bond’s duration, the less sensitive it is to interest rate risk. The duration of the Bloomberg US Aggregate Bond Index was 6.17 years as of December 31, 2022 6.15 years as of September 30, 2023. Maturity of a debt instrument, however, refers to the specific period of time until final payment (principal and any applicable interest) is due.

d.The Trust has added the following sentence after the referenced sentence:

Securities in Tran’s allocation of the Fund’s portfolio that score poorly (i.e., 2 or less on Tran’s 5-point scale) with respect to the ESG factors described above will not be counted towards the Fund’s 80% policy.

e.The Trust has added the following summary of the screening process for the equity securities to Item 4:

External factors considered include, but are not limited to:

•a company’s contribution to climate change and goals for reaching net zero

•impact on natural resources

•promotion of clean, renewable, and green activities

•product safety and responsibility

•interaction with the communities served by the company

•promotion of access to information, healthcare, financing, etc.

•strength of ESG reporting and quality of disclosures and transparency

Internal factors considered include, but are not limited to:

•policies and actions that promote sustainability

•footprint of corporate facilities

•treatment of employees

•diversity & inclusion measures along with goals or policies for improvement

•having and enabling a culture of feedback

•diverse representation on the board of directors and executive team

•management alignment with shareholders

•strong checks and balances

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7.Staff Comment: In the fourth paragraph of the “Principal Investment Strategies” section within Item 4, regarding Aristotle Pacific’s selection process:

a.In the fourth sentence, consider rephrasing “looks for companies that it believes have sustainable competitive positions,” (emphasis added) as there may be confusion as to what sustainable means in that context;

b.Describe in plain English what “relative value analysis” is;

c.Please clarify in the disclosure prior to the bullet points if the list describes the “Corporate Debt Screen” referenced below. Additionally, at the end of the bullet point list, consider changing “and” to “or”;

d.Please consolidate the two sentences following the definition of Corporate Debt Screen as they appear repetitive; and

e.Please clarify how the ESG Exclusionary Screen at the end of the paragraph is different than the Corporate Debt Screen.

Response: The Trust responds by revising the referenced disclosure as requested and outlined below.

a.The Trust has revised the referenced sentence as follows:

Once this is determined, Aristotle Pacific looks for companies that it believes have financially sound sustainable competitive positions, strong management teams and the ability to repay or refinance its debt obligations.

b.The Trust has revised the referenced sentence as follows:

Aristotle Pacific performs a credit analysis (a process designed to measure an issuer’s ability to repay or refinance its debt obligations) on each potential issuer and a relative value analysis (by analyzing the investment’s attractiveness relative to other investments with similar profiles for risk and liquidity) for each potential investment.

c.The Trust has inserted the underscored paragraph below prior to the bullet point list to clarify that the bullet point list identifies the screening factors considered in the Corporate Debt Screen. Additionally, the Trust has changed “and” to “or” at the end of the bullet point list as suggested.

Aristotle Pacific has created two ESG Exclusionary Screens, one of which is applicable to corporate debt issues (“Corporate Debt Screen”) and the other of which is applicable to government debt issues (the “Government Debt Screen”). The Corporate Debt Screen identifies a universe of corporate bonds, asset-backed securities, and mortgage-related securities, the issuers of which are not directly in:

•the extraction of thermal coal, coal power generation, and providing tailor-made products and services that support thermal coal extraction that contribute materially to company revenue;

•the production of tobacco;

•the production or sale of controversial military weapons;

•serious or systematic human rights violations;

•severe environmental damage; or

•gross corruption or other serious financial crime.

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d.The Trust responds by deleting the repetitive sentence as suggested:

Aristotle Pacific uses a combination of issuer lists and ESG-specific issuer information provided by independent third party ESG data providers, including Morningstar Sustainalytics, MSCI and Norges Bank, to determine which issuers are permitted investments under the Corporate Debt Screen. This information is determined by the internal methodologies and ESG analytics of those providers. This information is determined by the third-party ESG data providers’ internal methodologies. In the event independent third-party ESG data is not available for an issuer, Aristotle Pacific may rely on its own research to determine whether a particular debt security is permitted for investment under the applicable ESG Exclusionary Screen.

e.The Trust has added the following sentence to the referenced paragraph to clarify how the Government Debt Screen is implemented.

Aristotle Pacific uses the Government Debt Screen to identify a universe of sovereign debt issued by government and sovereign issuers that have not received ESG ratings of “high risk” or “severe risk” from the third-party ESG data provider used by Aristotle Pacific.

8.Staff Comment: With respect to the next paragraph that states “To evaluate an issuer’s material ESG factors that help inform portfolio management decisions, Aristotle Pacific generally relies upon the assessments of third-party ESG data providers...” please:

a.Clarify whether the overall ESG ratings apply to every investment or only some.

b.Clarify whether the ESG rating is the exclusive factor considered after negative screenings are applied or one of several factors. If the latter, disclosure should state, if true, that an investment can be made in a company that scores poorly in ESG if it scores strongly in another factor; and

c.Provide additional disclosure, as applicable, as to how the Sub-Adviser applies the environmental, social, and governance factors respectively to each investment.

Response: The Trust responds by adding disclosure to the referenced paragraph as indicated below to:

a.clarify that the overall ESG ratings apply to every debt investment;

b.clarify that the ESG rating is not the exclusive factor considered after negative screenings are applied; and

c.add disclosure clarifying how the Sub-Adviser applies the ESG factors to each investment.

Changed disclosure is emphasized below:

To evaluate an issuer’s material ESG factors that help inform portfolio management decisions, Aristotle Pacific generally relies upon the assessments of third-party ESG data providers that score the material ESG factors of issuers to determine the issuer’s overall ESG rating(s) (the “Overall ESG Rating(s)”). Overall ESG Rating(s) apply to all debt issues in the third-party ESG data provider(s)’ coverage universe.

* * * *

As stated above, Aristotle Pacific applies ESG Exclusionary Screens when selecting investments. An investment can be made in a company that scores poorly in the Overall ESG Ratings if it scores strongly in another the ESG Exclusionary Screens.

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When determining an issuer’s Overall ESG Rating(s), the providers rate the material ESG factors of each issuer within the providers’ universe and then apply weights to each factor’s score to create an aggregate score.Aristotle Pacific relies upon this Overall ESG Rating(s) when constructing and maintaining the portfolio. These ratings seek to measure the degree to which an issuer’s economic value is at risk due to ESG factors (e.g., an insurance company that has to cover flood and tornado claims), how well they manage the ESG risks relative to peers, and potential opportunities arising from ESG factors. In the