[DATE], 2013
Board of Trustees
The Advisors' Inner Circle Fund
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Board of Trustees
Invesco Equity Funds
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
RE: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF [NOVEMBER 1, 2013]
(THE "AGREEMENT"), BETWEEN AND AMONG THE ADVISORS' INNER CIRCLE FUND,
A MASSACHUSETTS BUSINESS TRUST ("AIC"), ON BEHALF OF ITS SERIES, THE
AT DISCIPLINED EQUITY FUND (THE "ACQUIRING FUND"), AND AIM EQUITY
FUNDS, A DELAWARE STATUTORY TRUST ("AIM"), ON BEHALF OF ITS SERIES,
THE INVESCO DISCIPLINED EQUITY FUND (THE "ACQUIRED FUND"), AND SOLELY
FOR THE PURPOSES OF SECTIONS 9.2 AND 11.2 OF THE AGREEMENT, INVESCO
ADVISERS, INC., INVESTMENT ADVISER TO THE ACQUIRED FUND ("IAI"), AND
SOLELY FOR THE PURPOSES OF SECTION 9.2 OF THE AGREEMENT, CANADIAN
IMPERIAL BANK OF COMMERCE ("CIBC"), AND SOLELY FOR THE PURPOSES OF
SECTION 11.1 OF THE AGREEMENT, XXXXX XXX INVESTMENT COUNSEL, INC.
("SRIC"), INVESTMENT ADVISER OF THE ACQUIRING FUND.
Ladies and Gentlemen:
You have requested our opinion as to certain U.S. federal
income tax consequences of the reorganization of the Acquired Fund and the
Acquiring Fund (the "Reorganization"). The Reorganization will involve the
transfer of all of the assets of the Acquired Fund to the Acquiring Fund and
the assumption of the liabilities of the Acquired Fund by the Acquiring Fund in
exchange for shares of beneficial interest of the Acquiring Fund. The shares of
the Acquiring Fund will be distributed to the shareholders of the Acquired
Fund, following which the Acquired Fund will be liquidated. In the
distribution, holders of shares of the Acquired Fund will receive shares of the
Acquiring Fund.
In rendering our opinion, we have reviewed and relied upon
(a) the Agreement, (b) the proxy materials provided to shareholders of the
Acquired Fund in connection with the recently held Special Meeting of
Shareholders, (c) certain representations concerning the Reorganization made to
us in letters from AIM and AIC dated [DATE 2013] (collectively, the
"Representation Letters"), (d) all other documents, financial and other reports
and corporate
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Boards of Trustees
DATE, 2013
Page 2
minutes that we deemed relevant or appropriate, and (e) such statutes,
regulations, rulings and decisions as we deemed material with respect to this
opinion. All terms used herein, unless otherwise defined, are used as defined
in the Agreement.
For purposes of this opinion, we have assumed that the
Acquired Fund on the Closing Date of the Reorganization will satisfy, and
following 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 a regulated investment company.
Based on the foregoing and provided the specified
Reorganization is carried out in accordance with the applicable laws of the
Commonwealth of Massachusetts and the State of Delaware, the Agreement and the
Representation Letters, it is our opinion, with respect to the Reorganization
that:
1. The Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the
Acquired Fund and the Acquiring Fund will each be a party to a reorganization
within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the Acquired 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
Acquired Fund's liabilities or upon the distribution of the Acquiring Fund
Shares to the Acquired Fund's shareholders in exchange for their Acquired Fund
Shares.
3. No gain or loss will be recognized by the Acquiring Fund
upon the receipt by it of all of the assets of the Acquired Fund in exchange
solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of
the liabilities of the Acquired Fund.
4. The adjusted tax basis of the assets of the Acquired
Fund received by the Acquiring Fund will be the same as the adjusted tax basis
of such assets to the Acquired Fund immediately prior to the Reorganization.
5. The holding period of the assets of the Acquired Fund
received by the Acquiring Fund will include the holding period of those assets
in the hands of the Acquired Fund immediately prior to the Reorganization.
6. No gain or loss will be recognized by the shareholders
of the Acquired Fund upon the exchange of their Acquired Fund Shares for the
Acquiring Fund Shares (including fractional shares to which they may be
entitled) and the assumption by the Acquiring Fund of the liabilities of the
Acquired Fund.
7. The aggregate adjusted tax basis of the Acquiring Fund
Shares received by the shareholders of the Acquired Fund (including fractional
shares to which they may be entitled) pursuant to the Reorganization will be
the same as the aggregate adjusted tax basis of the
Boards of Trustees
DATE, 2013
Page 3
Acquired Fund Shares held by the Acquired Fund's shareholders immediately prior
to the Reorganization.
8. The holding period of the Acquiring Fund Shares received
by the shareholders of the Acquired Fund (including fractional shares to which
they may be entitled) will include the holding period of the Acquired Fund
Shares surrendered in exchange therefore, provided that the Acquired Fund
Shares were held as a capital asset on the Closing Date.
9. 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 Treasury Regulations) the items of the
Acquired Fund described in Section 381(c) of the Code, subject to the
conditions and limitations specified in Sections 381(b) and (c), 382, 383 and
384 of the Code.
Notwithstanding the foregoing opinions, no opinion is
expressed as to the effect of the Reorganization on (i) the Acquired Fund or
the Acquiring Fund with respect to any asset as to which any unrealized gain or
loss is required to be recognized for U.S. 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 and (ii) any shareholder of the Acquired
Fund or the Acquiring Fund that is required to recognize unrealized gains and
losses for U.S. federal income tax purposes under a mark-to-market system of
accounting.
This opinion letter expresses our views only as to U.S.
federal income tax laws in effect as of the date hereof. It represents our best
legal judgment as to the matters addressed herein, but is not binding on the
Internal Revenue Service or the courts. Accordingly, no assurance can be given
that the opinions and analysis expressed herein, if contested, would be
sustained by a court. Our opinion is based upon the Code, the applicable
Treasury Regulations promulgated thereunder, the present position of the
Internal Revenue Service as set forth in published revenue rulings and revenue
procedures, present administrative positions of the Internal Revenue 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 this letter.
Our opinion is conditioned upon the performance by AIM and
AIC of their respective undertakings in the Agreement and the Representation
Letters.
This opinion is being rendered to AIC, on behalf of the
Acquiring Fund, and to AIM, on behalf of the Acquired Fund, and may be relied
upon only by AIC, AIM, the Acquired Fund, the Acquiring Fund and their
respective shareholders.
Very truly yours,
