March 11, 2022Total Fund Solution • April 11th, 2022
You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Target Fund, pursuant to which: (i) the Acquiring Fund will acquire all of the Assets and Liabilities of the Target Fund in exchange solely for Acquiring Fund Shares having an aggregate net asset value equal to the value of the Target Fund’s net assets being acquired, and (ii) the Target Fund will distribute the Acquiring Fund Shares, to shareholders of the Target Fund, in complete liquidation of the Target Fund, all upon the terms and conditions set forth in the Agreement (the “Reorganization”). Following its liquidation, the Target Fund will be dissolved. The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities, created for the purpose of acquiring the Assets and Liabilities of the Target Fund. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
