DRAFT – FOR DISCUSSION PURPOSES ONLY – SUBJECT TO REVISION [DATE]Agreement and Plan of Reorganization • December 30th, 2021 • 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 Target Fund, respectively, 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 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 liabili
