DRAFT OF DECEMBER 13, 2005, SUBJECT TO CHANGE
__________, 2006
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Series Trust
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Agreement and Plan
of Reorganization (the "Agreement") made as of ______________ by and between
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II, a Massachusetts business trust, on behalf of
its series, ▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Equity Fund ("Acquiring Fund"), and ▇▇▇▇
▇▇▇▇▇▇▇ Series Trust, a Massachusetts business trust, on behalf of its series,
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Growth Fund ("Acquired Fund"). Pursuant to the Agreement,
Acquiring Fund will acquire all of the assets of Acquired Fund in exchange
solely for (i) the assumption by Acquiring Fund of all of the liabilities of
Acquired Fund (the "Acquired Fund Liabilities"), and (ii) the issuance of shares
of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to
Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of
Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund
and the termination of Acquired Fund (the foregoing together constituting the
"Transaction"). All section references, unless otherwise indicated, are to the
United States Internal Revenue Code of 1986, as amended (the "Code").
In rendering this opinion, we have examined and relied upon (i) the prospectus
for Acquiring Fund dated ___________; (ii) the statement of additional
information for Acquiring Fund dated _____________; (iii) the prospectus for
Acquired Fund dated __________; (iv) the statement of additional information for
Acquired Fund dated ___________; (v) the Notice of Special Meeting of
Shareholders Scheduled for ________ and the accompanying proxy statement and
prospectus on Form N-14; (vi) the Agreement; (vii) the tax representation
certificates delivered pursuant to the Agreement and relevant to this opinion
(the "Representation Certificates"); and (viii) such other documents as we
deemed necessary or relevant to our analysis.
In our examination of documents, we have assumed, with your permission, the
authenticity of original documents, the accuracy of copies, the genuineness of
signatures, the legal capacity of signatories, and the proper execution of
documents. We have further assumed, with your permission, that (i) all parties
to the Agreement and to any other documents examined by us have acted, and will
act, in accordance with the terms of such Agreement and documents and that the
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II
▇▇▇▇ ▇▇▇▇▇▇▇ Series Trust
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Page 2
Transaction will be consummated pursuant to the terms and conditions set forth
in the Agreement without the waiver or modification of any such terms and
conditions; (ii) all representations contained in the Agreement, as well as
those representations contained in the Representation Certificates are, on the
date hereof, and will be, at the consummation of the Transaction and thereafter
as relevant, true and complete; (iii) any representation made in any of the
documents referred to herein "to the knowledge and belief" (or similar
qualification) of any person or party is, and at the consummation of the
Transaction will be, correct without such qualification; and (iv) as to all
matters for which a person or entity has represented that such person is not a
party to, does not have, or is not aware of any plan, intention, understanding,
or agreement, there is no such plan, intention, understanding, or agreement. We
have not attempted to verify independently any of the above assumptions or
representations, but in the course of our representation, nothing has come to
our attention that would cause us to question the accuracy thereof.
The conclusions expressed herein represent our judgment as to the proper
treatment of the Transaction for United States federal income tax purposes based
upon the relevant provisions of the Code, the Treasury Regulations promulgated
thereunder, and interpretations of the foregoing as expressed in court decisions
and administrative determinations, all as in effect on the date of this opinion.
We cannot give any assurance that such laws will not be amended or otherwise
changed after the consummation of the Transaction or that any such changes will
not affect the conclusions expressed herein. We undertake no obligation to
update or supplement this opinion to reflect any changes in law that may occur.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon the Internal
Revenue Service (the "IRS") or any court. Thus, no assurance can be given that a
position taken in reliance on our opinion will not be challenged by the IRS or
rejected by a court.
This opinion is limited to the specific United States federal income tax
consequences of the Transaction set forth below. It does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Transaction or any other
transaction, including any transaction undertaken in connection with the
Transaction.
On the basis of and subject to the foregoing and in reliance upon the
representations, facts and assumptions described above, we are of the opinion
that the acquisition by Acquiring Fund of the assets of Acquired Fund solely in
exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the
assumption of the Acquired Fund Liabilities by Acquiring Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring
Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund
Shares and the termination of Acquired Fund, will constitute a "reorganization"
within the meaning of Section 368(a) of the Code.
As indicated above, our opinion is based solely on the documents that we have
examined, including without limitation the Representation Certificates and the
assumptions described herein. If any of the facts or representations contained
in such documents is, or later becomes, inaccurate in any material respect, or
if any of the assumptions we have made is, or later becomes, unfounded in any
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II
▇▇▇▇ ▇▇▇▇▇▇▇ Series Trust
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material respect, our opinion may be adversely affected and may not be relied
upon.
This opinion is being delivered to you solely in connection with the closing
condition set forth in Section 8.6 of the Agreement. This opinion is intended
solely for the benefit of you and the shareholders of the Acquired Fund and it
may not be relied upon for any other purpose or by any other person or entity,
and may not be made available to any other person or entity, without our prior
written consent.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ AND ▇▇▇▇ LLP
By: __________________