As filed with the Securities and Exchange Commission on August 10, 2022
1933 Act Registration File No. 333-263749


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[X]
Pre-Effective Amendment No.[ ]
Post-Effective Amendment No.1[X]


TOTAL FUND SOLUTION
(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including Area Code) (414) 287-3338

Elaine E. Richards
U.S. Bank Global Fund Services
615 East Michigan Street, 2nd Floor
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)

Copies to:
Fabio Battaglia, III, Esq.
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, Pennsylvania 19103-7018
(215) 564-8077


Title of the securities being registered: Shares of beneficial interest, with no par value, of Cromwell Tran Sustainable Focus Fund.

No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.





PART C

OTHER INFORMATION

Item 15.    Indemnification

Reference is made to Article VII of the Registrant’s Declaration of Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”

Item 16.    Exhibits

Exhibit No.ExhibitIncorporated by ReferenceFiled Herewith
(1)(a)Filed August 9, 2021, on Form N-1A
(b)Filed November 12, 2021, on Form N-1A
(2)Filed August 9, 2021, on Form N-1A
(3)Not Applicable
(4)Filed June 1, 2022, Pre-Effective Amendment No. 1 to Form N-1A
(5)
Instruments Defining Rights of Security Holders
(6)(a)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(b)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(7)Filed March 7, 2022, Post-Effective Amendment No. 4 to Form N-1A
(8)None
(9)Filed March 7, 2022, Post-Effective Amendment No. 4 to Form N-1A
(10)(a)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(b)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(11)(a)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(b)Opinion of Stradley Ronon Stevens & Young, LLP regarding certain tax matters
(13)(a)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(b)Filed March 7, 2022, Post-Effective Amendment No. 4 to Form N-1A
(14)(a)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
1


Exhibit No.ExhibitIncorporated by ReferenceFiled Herewith
(b)Filed August 9, 2022, Post-Effective Amendment No. 9 to Form N-1A
(15)None
(16)Filed March 7, 2022, Post-Effective Amendment No. 4 to Form N-1A
(17)(a)Filed June 1, 2022, Pre-Effective Amendment No. 1 to Form N-1A
(b)Filed June 1, 2022, Pre-Effective Amendment No. 1 to Form N-1A

Item 17.     Undertakings

None.

2


SIGNATURES

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Milwaukee and State of Wisconsin, on August 10, 2022.

TOTAL FUND SOLUTION

By: /s/ Michael J. Weckwerth        
Michael J. Weckwerth
President

As required by the Securities Act of 1933, as amended, this this Registration Statement has been signed by the following persons in the capacities on August 10, 2022:

Signature
Title
/s/ Michael J. Weckwerth
Michael J. Weckwerth

Chairperson, Interested Trustee, President and Principal Executive Officer
/s/ R. Alastair Short*
R. Alastair Short

Independent Trustee
/s/ Thomas F. Mann*
Thomas F. Mann

Independent Trustee
/s/ Julie T. Thomas*
Julie T. Thomas

Independent Trustee
/s/ Michael J. Cyr
Michael J. Cyr

Treasurer and Principal Financial and Accounting Officer
* By: /s/ Michael J. Weckwerth
Michael J. Weckwerth
 Attorney-in-Fact pursuant to Power of Attorney previously filed with Registrant’s Post-Effective Amendment No. 4 to its Registration Statement on Form N-1A with the SEC on March 7, 2022, and is incorporated by reference.

3


EXHIBIT INDEX


Exhibit No.Exhibit
(11)(b)

4
Document


image_01.jpg
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com

Christopher C. Scarpa

August 5, 2022

Board of Trustees, Total Fund Solution
615 East Michigan Street
Milwaukee, Wisconsin 53202

Board of Trustees, FundVantage Trust
301 Bellevue Parkway, 2nd Floor
Wilmington, Delaware 19809


Re:     Agreement and Plan of Reorganization (“Agreement”) made as of July 21, 2022, by and between Total Fund Solution, a Delaware statutory trust (“TFS”), on behalf of its new series, the Cromwell Tran Capital Focus Fund (the “Acquiring Fund”), and FundVantage Trust, a Delaware statutory trust (“FVT”), on behalf of its series, the Tran Capital Focused Fund (the “Target Fund”)

Ladies and Gentlemen:

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 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 set forth 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 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.
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
image.jpg                
Board of Trustees, Total Fund Solution
Board of Trustees, FundVantage Trust
August 5, 2022
Page 2



In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, made as of July 21, 2022; (b) the Combined Proxy Statement and Prospectus provided to shareholders of the Target Fund dated June 1, 2022; (c) certain representations concerning the Reorganization made to us by TFS, on behalf of the Acquiring Fund, and the FVT, on behalf of the Target Fund, in letters dated August 5, 2022 (the “Representation Letters”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

For purposes of this opinion, we have assumed that the Target Fund on the Closing Date of the Reorganization satisfies, and immediately following the Closing Date of the Reorganization, the Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as regulated investment companies.

Based on the foregoing, and provided the Reorganization is carried out in accordance with the applicable laws of the State of Delaware, the terms of the Agreement, and the statements in the Representation Letters for the Target Fund and the Acquiring Fund, it is our opinion that for federal income tax purposes:

1. The acquisition by the Acquiring Fund of all of the Assets of the Target Fund in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund Shares in complete liquidation of the Target Fund, will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code.

2. Pursuant to Sections 361(a) and 357(a) of the Code, no gain or loss will be recognized by the Target Fund upon the transfer of all of its Assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund.

3. Pursuant to Section 1032(a) of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the Assets of the Target Fund in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund.

4. Pursuant to Section 361(c)(1) of the Code, no gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund Shares by the Target Fund to its shareholders in complete liquidation of the Target Fund pursuant to the Agreement.
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
image.jpg                
Board of Trustees, Total Fund Solution
Board of Trustees, FundVantage Trust
August 5, 2022
Page 3



5. Pursuant to Section 362(b) of the Code, the tax basis of the Assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such Assets in the hands of the Target Fund immediately prior to the Reorganization.

6. Pursuant to Section 1223(2) of the Code, the holding periods of the Assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the Target Fund.

7. Pursuant to Section 354(a) of the Code, no gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund Shares solely for the Acquiring Fund Shares (including fractional shares to which they may be entitled).

8. Pursuant to Section 358(a)(1) of the Code, the aggregate tax basis of the Acquiring Fund Shares received by a shareholder of the Target Fund (including fractional shares to which the shareholder may be entitled) will be the same as the aggregate tax basis of the Target Fund Shares exchanged therefor.

9. Pursuant to Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each shareholder of the Target Fund (including fractional shares to which the shareholder may be entitled) will include such shareholder’s holding period of the Target Fund Shares exchanged therefor, provided that the shareholder held such Target Fund Shares as a capital asset on the date of the exchange.

10. For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury (the “Treasury Regulations”), the items of the Target Fund, if any, described in Section 381(c) of the Code as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code, if applicable, and the Treasury Regulations promulgated thereunder.

This opinion is limited to the issues set forth above and does not address any other tax issues, including without limitation, the following: the effect of the Reorganization on (i) the Target Fund and the Acquiring Fund (x) with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, or (y) with respect to any stock held of a passive foreign investment company as defined in Section 1297(a) of the Code, or (ii) any Target Fund Shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.

Our opinion is based upon the Code, the applicable Treasury Regulations, the present positions of the Internal Revenue Service (the “Service”) as are set forth in published revenue
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
image.jpg                
Board of Trustees, Total Fund Solution
Board of Trustees, FundVantage Trust
August 5, 2022
Page 4



rulings and revenue procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of the Reorganization.

Our opinion is conditioned upon the performance by the TFS, on behalf of the Acquiring Fund, and the FVT, on behalf of the Target Fund, of the undertakings in the Agreement and the Representation Letters. Except as expressly set forth above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or any transaction related to or contemplated by such Reorganization (or incident thereto) or (ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.

With respect to the registration statement of the Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of the Acquiring Fund Shares under the Securities Act of 1933, as amended, to be issued in the Reorganization (the “Registration Statement”), we hereby consent to: (i) the use of this opinion as an exhibit to the Registration Statement, (ii) the use of our firm’s name in the Registration Statement, and (iii) the discussion of this opinion in the Registration Statement.


Very truly yours,

/s/ Stradley Ronon
Stevens & Young, LLP

STRADLEY RONON STEVENS & YOUNG, LLP
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
image.jpg