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
