As filed with the Securities and Exchange Commission on August 25, 2020
Securities Act File No. 333-236783
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 2 ☒
COLUMBIA ACORN TRUST
(Exact Name of Registrant as Specified in Charter)
71 S. Wacker Drive, Suite 2500
Chicago, Illinois 60606
Telephone number: 312.634.9200
| Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
Matthew A. Litfin Louis J. Mendes Columbia Acorn Trust 71 S. Wacker Drive, Suite 2500 Chicago, Illinois 60606 |
Mary C. Moynihan Perkins Coie LLP 700 13th Street, N.W., Suite 800 Washington, D.C. 20005 |
(Name and Address of Agents for Service)
The Combined Proxy Statement/Prospectus and Statement of Additional Information as filed by the Registrant pursuant to Rule 485(b) (File No.: 333-236783) with the Commission on April 9, 2020 (0001193125-20-101713) constitute Part A and Part B of this Post-Effective Amendment No. 2 and are incorporated herein by reference.
This Post-Effective Amendment relates solely to Class A, Class Adv, Class C, Class Inst, Class Inst 2 and Class Inst 3 shares of Columbia Acorn International Select, a series of the Registrant. This Post-Effective Amendment is being filed for the sole purpose of adding the executed tax opinion of Vedder Price P.C. supporting the tax matters discussed in the Combined Proxy Statement/Prospectus to Part C of the Registrant’s registration statement on Form N-14 filed with the Commission on April 9, 2020.
COLUMBIA ACORN TRUST
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. Indemnification
Article VIII of the Agreement and Declaration of Trust of the Registrant (listed as Exhibit 1(a) and incorporated in this filing by reference) provides in effect that Registrant shall provide certain indemnification of its trustees and officers. In accordance with Section 17(h) of the Investment Company Act of 1940, as amended, that provision shall not protect any trustee or officer against any liability to the Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities 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 Securities 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 trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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 Securities Act and will be governed by the final adjudication of such issue.
The Registrant has entered into Indemnification Agreements with each of the independent trustees which provide that the Registrant shall indemnify and advance expenses to the independent trustees as provided in the Indemnification Agreements and otherwise to the fullest extent permitted by applicable law. The Registrant will indemnify the independent trustees from and against any and all judgments, penalties, fines and amounts paid in settlement, and all expenses actually and reasonably incurred by the independent trustees in connection with a proceeding to which he or she is a party to by reason of his or her position as an independent trustee. The Registrant will not indemnify the independent trustees for monetary settlements or judgments relating to insider trading, disgorgements of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or any liability to the Registrant or its shareholders with respect to (i) a final adjudication that an action or omission by an independent trustee was committed in bad faith, involved active or deliberate dishonesty, resulted in the independent trustee actually receiving an improper benefit, or with reasonable cause to believe that the behavior was unlawful or (ii) instances of independent trustee willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties.
The Registrant, its trustees and officers, its investment adviser and persons affiliated with them are insured under policies of insurance maintained by Registrant and its investment adviser, respectively, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such trustees or officers. The policies expressly excludes coverage for any trustee or officer whose personal dishonesty, fraudulent breach of trust, lack of good faith, or intention to deceive or defraud has been finally adjudicated or may be established or who willfully fails to act prudently.
Item 16. Exhibits
| Note: | As used herein, the term “Post-effective Amendment” refers to a post-effective amendment to the registration statement of Registrant or its predecessor, The Acorn Fund, Inc., under the Securities Act of 1933 on form S-5, N-1 or N-1A, no. 2-34223 or on Form N-14 as specified below. |
Certain exhibits included at this Item 16 are no longer current as of the date of this Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-14. The Registrant’s current exhibits are included at Item 28 of post-effective amendment No. 112 to the Registrant’s registration statement on Form N-1A filed on April 29, 2020.
| (1) | (a) Agreement and Declaration of Trust .(1) |
| (1) | (b) Amendment No. 1 to Agreement and Declaration of Trust. (3) |
| (1) | (c) Amendment No. 2 to Agreement and Declaration of Trust. (4) |
| (2) | Bylaws dated September 28, 2004, as amended through September 21, 2016. (13) |
| (3) | Not applicable. |
| (4) |
| (5) | Not applicable. |
| (6) |
| (6) |
| (6) |
| (6) |
| (6) |
| (6) | (f) Amendment No. 1 dated September 21, 2016 to the Administrative Services Agreement. (13) |
| (7) |
| (7) | (b) Amendment dated April 12, 2011 to the Distribution Agreement. (9) |
| (7) | (c) Amendment No. 2 dated September 21, 2016 to the Distribution Agreement. (13) |
| (8) | Not applicable. |
| (9) |
| (10) |
| (10) |
| (10) | (c) Amended and Restated Plan Pursuant to Rule 18f-3(d), effective March 15, 2019. (15) |
| (11) | Opinion and consent of Perkins Coie LLP as to the legality of the securities being registered. (16) |
| (12) |
| (13) |
| (13) | (b) Amendment No. 1 dated September 21, 2016 to the Transfer Agent Agreement. (13) |
| (13) | (c) Compliance Agreement between Columbia Acorn Trust and Ameriprise Financial, Inc. dated May 1, 2010. (7) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (13) |
| (14) | Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP). (17) |
| (15) | Not applicable. |
| (16) | Trustees Power of Attorney to sign Registration Statement and all amendments hereto. (16) |
| (17) |
| (17) | (b) Code of Ethics for Non-Management Trustees, as amended, effective as of September 19, 2012. (11) |
| (17) |
| 1. | Incorporated by reference to post-effective amendment No. 53 to the Registrant’s registration statement on form N-1A, Securities Act registration number 2-34223 (the “Registration Statement”), filed on April 30, 1996. |
| 2. | Incorporated by reference to Registrant’s post-effective amendment No. 61 to the Registration Statement filed on April 30, 1998. |
| 3. | Incorporated by reference to Registrant’s post-effective amendment No. 70 to the Registration Statement filed on May 1, 2001. |
| 4. | Incorporated by reference to Registrant’s post-effective amendment No. 77 to the Registration Statement filed on March 1, 2005. |
| 5. | Incorporated by reference to Registrant’s post-effective amendment No. 79 to the Registration Statement filed on May 1, 2006. |
| 6. | Incorporated by reference to Registrant’s post-effective amendment No. 80 to the Registration Statement filed on April 30, 2007. |
| 7. | Incorporated by reference to Registrant’s post-effective amendment No. 87 to the Registration Statement filed on September 27, 2010. |
| 8. | Incorporated by reference to Registrant’s post-effective amendment No. 88 to the Registration Statement filed April 29, 2009. |
| 9. | Incorporated by reference to Registrant’s post-effective amendment No. 91 to the Registration Statement filed on August 17, 2011. |
| 10. | Incorporated by reference to Registrant’s post-effective amendment No. 93 to the Registration Statement filed on April 27, 2012. |
| 11. | Incorporated by reference to Registrant’s post-effective amendment No. 95 to the Registration Statement filed on November 7, 2012. |
| 12. | Incorporated by reference to Registrant’s post-effective amendment No. 103 to the Registration Statement filed on April 29, 2016. |
| 13. | Incorporated by reference to Registrant’s post-effective amendment No. 105 to the Registration Statement filed on April 28, 2017. |
| 14. | Incorporated by reference to Registrant’s post-effective amendment No. 108 to the Registration Statement filed on April 30, 2018. |
| 15. | Incorporated by reference to Registrant’s post-effective amendment No. 110 to the Registration Statement filed on April 30, 2019. |
| 16. | Incorporated by reference to the Registrant’s registration statement No. 333-236783 on Form N-14 filed on February 28, 2020. |
| 17. | Incorporated by reference to post-effective amendment No. 1 to the Registrant’s registration statement No. 333-236783 on Form N-14 filed on April 9, 2020. |
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Chicago and State of Illinois, on the 24th day of August, 2020.
| COLUMBIA ACORN TRUST | ||
| By: | /S/ MATTHEW A. LITFIN | |
| Matthew A. Litfin, Co-President | ||
| By: | /S/ LOUIS J. MENDES | |
| Louis J. Mendes, Co-President | ||
As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities indicated on the 24th day of August, 2020.
| Name |
Title | |||
| /S/ LAURA M. BORN* Laura M. Born |
Trustee | |||
| /S/ DAVID J. RUDIS* David J. Rudis |
Trustee | |||
| /S/ MAUREEN M. CULHANE* Maureen M. Culhane |
Trustee | |||
| /S/ MARGARET M. EISEN* Margaret M. Eisen |
Trustee | |||
| /S/ JOHN C. HEATON* John C. Heaton |
Trustee | |||
| /S/ CHARLES R. PHILLIPS* Charles R. Phillips |
Trustee | |||
| /S/ LOUIS J. MENDES Louis J. Mendes |
Co-President and Principal Executive Officer | |||
| /S/ JOHN M. KUNKA John M. Kunka |
Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||
| * | By: | /S/ GWENDOLYN A. WILLIAMSON | ||
| Name: |
Gwendolyn A. Williamson | |||
|
Attorney-in-fact** |
| ** | Executed by Gwendolyn A. Williamson on behalf of each of the Trustees pursuant to a Power of Attorney, dated February 7, 2020 and incorporated by reference to Registration Statement No. 333-236783 of Columbia Acorn Trust on Form N-14 filed with the Commission on February 28, 2020. |
Exhibit Index
| Exhibit No. |
Description | |
| (12) | Opinion and consent of Vedder Price P.C. supporting the tax matters discussed in the Combined Proxy Statement/Prospectus. | |
August 7, 2020
Columbia Funds Series Trust
225 Franklin Street
Boston, Massachusetts 02110
Columbia Acorn Trust
71 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
| Re: | Reorganization of Columbia Select International Equity Fund into Columbia Acorn International Select |
Ladies and Gentlemen:
You have requested our opinion regarding certain U.S. federal income tax consequences of the reorganization (the “Reorganization”) of Columbia Select International Equity Fund (the “Target Fund”), a series of Columbia Funds Series Trust, a Delaware statutory trust (the “Target Trust”), and Columbia Acorn International Select (the “Acquiring Fund”), a series of Columbia Acorn Trust, a Massachusetts business trust (the “Acquiring Trust” and together with the Target Trust, the “Trusts” and each a “Trust”). The Target Fund and the Acquiring Fund are each referred to herein as a “Fund” and collectively, as the “Funds.”
The Reorganization contemplates the transfer of all the assets of the Target Fund to the Acquiring Fund solely in exchange for voting common shares of beneficial interest of the Acquiring Fund (“Acquisition Shares”) and the assumption by the Acquiring Fund of all the Obligations (as defined in the Plan) of the Target Fund. As part of the Reorganization, the Target Fund will immediately thereafter distribute pro rata, by class, to its shareholders of record all the Acquisition Shares so received in complete liquidation of the Target Fund, and the Target Fund as soon as practicable thereafter will be dissolved under applicable state law. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of February 20, 2020, entered into by the Target Trust, on behalf of the Target Fund, the Acquiring Trust, on behalf of the Acquiring Fund, certain other management investment companies and for purposes of paragraphs 5.3, 7.3, 10.2 and 12.2 thereof only, Columbia Management Investment Advisers, LLC and Columbia Wanger Asset Management, LLC (the “Plan”).
In rendering this opinion, we have examined the Plan and have reviewed and relied upon representations made to us by duly authorized officers of the Target Trust, on behalf of itself and the Target Fund, and the Acquiring Trust, on behalf of itself and the Acquiring Fund, in letters dated August 7, 2020 (collectively, the “Representation Letters”). We have also examined such other agreements, documents, corporate records and other materials as we have deemed necessary in order for us to render the opinions referred to in this letter. In such review and examination, we have assumed the genuineness of all signatures, the legal capacity and authority of the parties who executed such documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in Singapore.
Columbia Funds Series Trust
Columbia Acorn Trust
August 7, 2020
Page 2
Our opinion is based, in part, on the assumptions that (i) the Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, are true, correct and complete as of the date hereof and will be true, correct and complete as of the date and time of the Closing (as defined in the Plan) (the “Effective Time”) and (ii) any representation set forth in the Representation Letters qualified by knowledge, intention, belief, disclaimer of responsibility or any similar qualification is, and will be as of the Effective Time, true, correct and complete without such qualification. You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.
For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion that for U.S. federal income tax purposes:
| 1. | The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquisition Shares so received by the Target Fund to the Target Fund’s shareholders of record in complete liquidation of the Target Fund and the dissolution of the Target Fund as soon as practicable thereafter, will constitute a “reorganization” within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of section 368(b) of the Code, with respect to the Reorganization. |
| 2. | No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund. (Section 1032(a) of the Code). |
| 3. | No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund or upon the distribution (whether actual or constructive) of the Acquisition Shares so received to the Target Fund’s shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (Sections 361(a) and (c) and 357(a) of the Code). |
| 4. | No gain or loss will be recognized by the Target Fund’s shareholders upon the exchange, pursuant to the Plan, of all their shares of the Target Fund solely for Acquisition Shares. (Section 354(a) of the Code). |
| 5. | The aggregate basis of the Acquisition Shares received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (Section 358(a)(1) of the Code). |
Columbia Funds Series Trust
Columbia Acorn Trust
August 7, 2020
Page 3
| 6. | The holding period of the Acquisition Shares received by each Target Fund shareholder in the Reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the Effective Time. (Section 1223(1) of the Code). |
| 7. | The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time. (Section 362(b) of the Code). |
| 8. | The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. (Section 1223(2) of the Code). |
| 9. | The Acquiring Fund will succeed to and take into account the items of the Target Fund described in section 381(c) of the Code, subject to the conditions and limitations specified in sections 381, 382, 383 and 384 of the Code and the Income Tax Regulations thereunder. (Section 381(a) of the Code). |
Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.
FACTS
Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.
Each Trust has been registered and operated, since it commenced operations, as an open-end management investment company under the Investment Company Act of 1940, as amended. Each Fund is a separate series of its respective Trust that is treated for federal income tax purposes as a separate corporation pursuant to section 851(g) of the Code. Each Fund has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganization occurs. All the outstanding shares of the Target Fund are treated as equity for federal income tax purposes. All the Acquisition Shares issued in the Reorganization will be treated as equity for federal income tax purposes.
Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, the Acquiring Fund will acquire all the assets of the Target Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund. Immediately thereafter, the Target Fund will distribute pro rata, by class, to its shareholders of record all the Acquisition Shares so received in complete liquidation of the Target Fund, and as soon as practicable thereafter, the Target Fund will be dissolved under applicable state law. The assets of the Target Fund to be acquired
Columbia Funds Series Trust
Columbia Acorn Trust
August 7, 2020
Page 4
by the Acquiring Fund will consist of all its assets, including, without limitation, all cash, securities, dividends and interest receivable, claims or rights of action, books and records, receivables for shares sold and all other tangible and intangible assets owned by the Target Fund, including any prepaid expenses, other than unamortized reorganization expenses, shown as an asset on the books of the Target Fund as of the Effective Time. In the Reorganization, the Acquiring Fund will acquire at least ninety percent (90%) of the fair market value of the Target Fund’s net assets and at least seventy percent (70%) of the fair market value of the Target Fund’s gross assets held immediately prior to the Reorganization.
Following the Reorganization, the Acquiring Fund will continue the Target Fund’s historic business in that it will have a substantially similar investment objective and similar investment strategies, policies, risks and restrictions as the Target Fund. In addition, the Acquiring Fund will use a significant portion of the Target Fund’s historic business assets in its business. Prior to the Effective Time, a portion of the Target Fund’s portfolio will be repositioned due to differences in particular securities selections of the Target Fund and Acquiring Fund (the “Target Fund Repositioning”). As of immediately prior to the commencement of the Target Fund Repositioning and at all times after such commencement through and including the Effective Time, the Acquiring Fund could acquire and hold at least thirty-three and one-third percent (33 1/3%) of the total fair market value of the Target Fund’s portfolio assets consistent with the Acquiring Fund’s investment objective, strategies, policies, risks and restrictions (collectively, the “33 1/3% Test”). The Target Fund did not alter, and will not alter, its portfolio in connection with the Reorganization to meet the 33 1/3% Test. Neither Fund modified any of its investment objective, strategies, policies, risks or restrictions in connection with the Reorganization and the Acquiring Fund has no plan or intention to change any of its investment objective, strategies, policies, risks or restrictions after the Reorganization.
The Board of Trustees of each Trust determined, with respect to its respective Fund, that the Plan and the transactions contemplated thereunder are in the best interests of such Fund and that the interests of the shareholders of such Fund will not be diluted as a result of the Reorganization.
CONCLUSION
Based on the foregoing, it is our opinion that the transfer of all the assets of the Target Fund, pursuant to the Plan, to the Acquiring Fund solely in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the Obligations of the Target Fund followed by the complete liquidation of the Target Fund immediately thereafter and the dissolution of the Target Fund as soon as practicable thereafter will qualify as a reorganization under section 368(a)(1) of the Code.
The opinions set forth above (subject to the conditions and limitations set forth above) with respect to (i) the nonrecognition of gain or loss by the Target Fund and the Acquiring Fund, (ii) the basis and holding period of the assets received by the Acquiring Fund, (iii) the nonrecognition of gain or loss by the Target Fund’s shareholders upon the receipt of the Acquisition Shares, (iv) the basis and holding period of the Acquisition Shares received by the Target Fund’s shareholders and (v) the Acquiring Fund’s ability to succeed to and take into account the items of the Target Fund described in section 381(c) of the Code follow as a matter of law from the opinion that the transfers under the Plan will qualify as a reorganization under section 368(a)(1) of the Code.
Columbia Funds Series Trust
Columbia Acorn Trust
August 7, 2020
Page 5
The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.
Our opinion is limited to those U.S. federal income tax issues specifically considered herein. We do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan. Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.
This opinion is furnished to each Fund solely for its benefit in connection with the Reorganization and is not to be relied upon, for any other purpose, in whole or in part, without our express prior written consent. Shareholders of each Fund may rely on this opinion, it being understood that we are not establishing any attorney-client relationship with any shareholder of either Fund. This letter is not to be relied upon for the benefit of any other person.
We hereby consent to (i) the filing of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-236783) relating to the Reorganization filed by the Acquiring Trust with the Securities and Exchange Commission (the “Registration Statement”), (ii) to the discussion of this opinion in the Combined Proxy Statement/Prospectus dated April 8, 2020 relating to the Registration Statement and (iii) to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
| /s/ VEDDER PRICE P.C. VEDDER PRICE P.C. |