[FORM OF OPINION]
______________ __, 2008
Board of Trustees
Touchstone Funds Group Trust
000 Xxxxxxxx
Xxxxxxxxxx, Xxxx 00000
Board of Trustees
The Navellier Millennium Funds
Xxx Xxxx Xxxxxxx, Xxxxx Xxxxx
Xxxx, Xxxxxx 00000
Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF JUNE 19, 2008 (THE
"AGREEMENT"), BETWEEN AND AMONG THE NAVELLIER MILLENNIUM FUNDS, A
DELAWARE STATUTORY TRUST ON BEHALF OF ITS NAVELLIER INTERNATIONAL
GROWTH PORTFOLIO (THE "ACQUIRED FUND"), AND TOUCHSTONE FUNDS GROUP
TRUST, A DELAWARE STATUTORY TRUST (THE "ACQUIRING TRUST") ON BEHALF
OF ITS TOUCHSTONE INTERNATIONAL GROWTH FUND (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, a newly created series of
the Acquiring Trust, and the assumption of the liabilities of the Acquired Fund
by the Acquiring Fund in exchange for shares of the Acquiring Fund. These 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 Class A 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 Special Meeting of Shareholders held on or about
September 26, 2008 (c) certain representations concerning the Reorganization
made to us in a letter from The Navellier Millennium Funds, dated _____________
__, 2008 and a letter from the Acquiring Trust, dated _____________ __, 2008
(collectively, the "Representation Letters") (d) all other documents, financial
and other reports and corporate 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
at the Effective Time of the Reorganization satisfies, and following the
Reorganization, the Acquiring Fund will continue to satisfy, the requirements of
Subchapter M of the Code, for qualification as a regulated investment company.
Based on the foregoing and provided the Reorganization is carried
out in accordance with the applicable laws of the State of Delaware, the
Agreement and the Representation Letters, it is our opinion, with respect to the
Acquired Fund and Acquiring Fund, that:
1. The Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and the Acquired Fund and 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 shares of the Acquired Fund.
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 tax basis of the 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 therefor, provided that the Acquired Fund shares were
held as a capital asset as of the Closing of the Reorganization.
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 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 the Acquiring
Trust and The Navellier Millennium Funds of their undertakings in the Agreement
and the Representation Letters.
This opinion is being rendered to the Acquiring Trust, on behalf of
the Acquiring Fund and The Navellier Millennium Funds, on behalf of the Acquired
Fund, and may be relied upon only by the Acquired Fund, the Acquiring Fund and
their respective shareholders.
Very truly yours,
