MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex
Group of Funds, on behalf of the Orbitex Focus 30 Fund, and the
Saratoga Advantage Trust, on behalf of the Saratoga Large
Capitalization Portfolio (the "Reorganization Agreement")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Focus 30 Fund (the "Focus 30
Fund"), a separate portfolio of the Orbitex Group of Funds (the "Orbitex
Trust"), a Delaware business trust, and to the Saratoga Large Capitalization
Value Portfolio (the "Saratoga Fund"), a separate portfolio of the Saratoga
Advantage Trust, a Delaware business trust, in connection with the proposed
transfer of substantially all of the assets of the Focus 30 Fund to the Saratoga
Fund and certain other transactions related thereto pursuant to and in
accordance with the terms of the Reorganization Agreement (the
"Reorganization"). You have requested that we provide pursuant to Sections 7.7
and 8.9 of the Reorganization Agreement an opinion regarding the treatment of
the Reorganization under the Internal Revenue Code of 1986, as amended (the
"Code").
In connection with rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the
Reorganization (the "Registration Statement") and other documents, exhibits,
attachments and schedules contained therein, (iii) written representations of
Saratoga Capital Management I, LLC and Orbitex Management, Inc. (the "Advisers")
concerning certain facts underlying and relating to the Reorganization set forth
in a letter dated October 30, 2002, and (iv) such other documents and materials
as we have deemed necessary or appropriate for purposes of the opinions set
forth below. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have not made an independent
investigation of the facts set forth
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
either in the Registration Statement, the Reorganization Agreement or such other
documents that we have examined. We have consequently assumed in rendering these
opinions that the information presented in such documents or otherwise furnished
to us accurately and completely describes in all material respects all facts
relevant to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisers
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust and the Saratoga Trust made in the Reorganization Agreement,
and (iii) that there are no agreements or understandings other than those of
which we have been informed that would affect our conclusions set forth below.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for United States
federal income tax purposes:
1. The transfer of the Focus 30 Fund's assets in exchange for the Saratoga
Fund Shares(1/) and the assumption by the Saratoga Fund of certain stated
liabilities of the Focus 30 Fund followed by the distribution by the Focus 30
Fund of the Saratoga Fund Shares to the Focus 30 Fund Shareholders in exchange
for their Focus 30 Fund shares pursuant to and in accordance with the terms of
the Reorganization Agreement will constitute a "reorganization" within the
meaning of Section 368(a)(1)(C) of the Code, and the Focus 30 Fund and the
Saratoga Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
2
MAYER, BROWN, XXXX & MAW
November 12, 2002
2. No gain or loss will be recognized by the Saratoga Fund upon receipt of
the assets of the Focus 30 Fund solely in exchange for the Saratoga Fund Shares
and the assumption by the Saratoga Fund of the stated liabilities of the Focus
30 Fund.
3. No gain or loss will be recognized by the Focus 30 Fund upon the
transfer of the assets of the Focus 30 Fund to the Saratoga Fund in exchange for
the Saratoga Fund Shares and the assumption by the Saratoga Fund of the stated
liabilities or upon the distribution of the Saratoga Fund Shares to the Focus 30
Fund Shareholders in exchange for their Focus 30 Fund shares.
4. No gain or loss will be recognized by the Focus 30 Fund Shareholders
upon the exchange of the Focus 30 Fund shares for the Saratoga Fund Shares.
5. The aggregate tax basis for the Saratoga Fund Shares received by each
Focus 30 Fund Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Focus 30 Fund shares held by each such Focus 30 Fund
Shareholder immediately prior to the Reorganization.
6. The holding period of the Saratoga Fund Shares to be received by each
Focus 30 Fund Shareholder will include the period during which the Focus 30 Fund
shares surrendered in exchange therefore were held (provided such Focus 30 Fund
shares are held as capital assets on the date of the Reorganization).
7. The tax basis of the assets of the Focus 30 Fund acquired by the
Saratoga Fund will be the same as the tax basis of such assets to the Focus 30
Fund immediately prior to the Reorganization.
8. The holding period of the assets of the Focus 30 Fund in the hands of
the Saratoga Fund will include the period during which those assets were held by
the Focus 30 Fund.
This opinion is being provided to you solely in connection with the filing
of the Registration Statement for the Reorganization. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
3
MAYER, BROWN, XXXX & MAW
November 12, 2002
JRB/KRA
4
SCHEDULE I
Orbitex Focus 30 Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Large Capitalization Value Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex Group of
Funds, on behalf of the Orbitex Health & Biotechnology Fund and the
Orbitex Medical Sciences Fund, and the Saratoga Advantage Trust, on behalf
of the Saratoga Health & Biotechnology Portfolio and Agreement and Plan of
Reorganization by and between the Orbitex Life Sciences & Biotechnology
Fund and the Saratoga Advantage Trust, on behalf of the Saratoga Health &
Biotechnology Portfolio (the "Reorganization Agreements")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Health & Biotechnology Fund (the
"Health & Biotechnology Fund") and the Orbitex Medical Sciences Fund (the
"Medical Fund"), each of which is a separate portfolio of the Orbitex Group of
Funds (the "Orbitex Trust"), a Delaware business trust, the Orbitex Life
Sciences & Biotechnology Fund, a Maryland corporation (the "Life Sciences Fund"
and, together with the Health & Biotechnology Fund and the Medical Fund, the
"Acquired Orbitex Funds"), and the Saratoga Health & Biotechnology Portfolio
(the "Saratoga Fund"), a newly formed separate portfolio of the Saratoga
Advantage Trust (the "Saratoga Trust"), a Delaware business trust, in connection
with the proposed transfer of substantially all of the assets of each of the
Acquired Orbitex Funds to the Saratoga Fund and certain other transactions
related thereto pursuant to and in accordance with the terms of the
Reorganization Agreements (the "Reorganizations"). You have requested that we
provide pursuant to Sections 7.7 and 8.9 of the Reorganization Agreements an
opinion regarding the treatment of the Reorganization under the Internal Revenue
Code of 1986, as amended (the "Code").
In connection with rendering these opinions, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Reorganization Agreement, (ii) the Registration Statement on Form N-14
(the "Registration Statement") and other documents, exhibits, attachments and
schedules contained therein, (iii) written representations of Saratoga Capital
Management I, LLC and Orbitex Management, Inc. (the "Advisers")concerning
certain facts underlying and relating to the Reorganization set forth in a
letter dated October 30, 2002, and (iv) such other documents and materials as
we have deemed necessary or appropriate
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 2
for purposes of the opinions set forth below. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies. We
have not made an independent investigation of the facts set forth either in the
Registration Statement, the Reorganization Agreement or such other documents
that we have examined. We have consequently assumed in rendering these opinions
that the information presented in such documents or otherwise furnished to us
accurately and completely describes in all material respects all facts relevant
to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisers
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust, the Life Sciences Fund and the Saratoga Trust made in the
Reorganization Agreements, and (iii) that there are no agreements or
understandings other than those of which we have been informed that would affect
our conclusions set forth below.
We further understand that the consummation of each Reorganization is not
conditioned on the consummation of any other Reorganization.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for U.S. federal
income tax purposes:
1. Assuming the approval of the Shareholders of each of the Health &
Biotechnology Fund, the Medical Fund and the Life Sciences Fund, the transfer of
each of the
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 3
Acquired Orbitex Funds' assets in exchange for Saratoga Fund Shares(1/) and the
assumption by the Saratoga Fund of certain stated liabilities of each of the
Acquired Orbitex Funds followed by the distribution by the corresponding
Acquired Orbitex Fund of Saratoga Fund Shares to their respective Shareholders
in exchange for their respective Acquired Orbitex Fund shares pursuant to and in
accordance with the terms of the Reorganization Agreements will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Code, and the
Health & Biotechnology Fund, the Medical Fund, the Life Sciences Fund and the
Saratoga Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
2. If the Shareholders of only one of the Acquired Orbitex Funds approve
the Reorganization, the transfer of the approving Acquired Orbitex Fund's assets
in exchange for the Saratoga Fund Shares and the assumption by the Saratoga Fund
of certain stated liabilities of the approving Acquired Orbitex Fund followed by
the distribution by the approving Acquired Orbitex Fund of Saratoga Fund Shares
to its Shareholders in exchange for their corresponding Acquired Orbitex Fund
shares pursuant to and in accordance with the terms of the Reorganization
Agreement will, nonetheless constitute a "reorganization" within the meaning of
Section 368(a)(1)(F) of the Code, and the approving Acquired Orbitex Fund and
the Saratoga Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.
3. No gain or loss will be recognized by the Saratoga Fund upon receipt of
the assets of the Acquired Orbitex Funds solely in exchange for Saratoga Fund
Shares and the assumption by the Saratoga Fund of the stated liabilities of the
Acquired Orbitex Funds.
4. No gain or loss will be recognized by any of the Acquired Orbitex Funds
upon the transfer of the assets of each of the Acquired Orbitex Funds to the
Saratoga Fund in exchange for Saratoga Fund Shares and the assumption by the
Saratoga Fund of the stated liabilities or upon the distribution of Saratoga
Fund Shares to the Shareholders of each of the Acquired Orbitex Funds in
exchange for their respective Acquired Orbitex Fund shares.
5. No gain or loss will be recognized by the Shareholders of any Acquired
Orbitex Fund upon the exchange of their respective Acquired Orbitex Fund shares
for Saratoga Fund Shares.
6. The aggregate tax basis for the Saratoga Fund Shares received by each
Acquired Orbitex Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Orbitex Fund shares held by each
such Acquired Orbitex Fund Shareholder immediately prior to the Reorganization.
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreements.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 4
7. The holding period of the Saratoga Fund Shares to be received by each
Acquired Orbitex Fund Shareholder will include the period during which the
Acquired Orbitex Fund shares surrendered in exchange therefor were held
(provided such Acquired Orbitex Fund shares are held as capital assets on the
date of the Reorganization).
8. The tax basis of the assets of each of the Acquired Orbitex Funds
acquired by the Saratoga Fund will be the same as the tax basis of such assets
to the respective Acquired Orbitex Funds immediately prior to the
Reorganization.
9. The holding period of the assets of each of the Acquired Orbitex Funds
in the hands of the Saratoga Fund will include the period during which those
assets were held by the respective Acquired Orbitex Fund.
These opinions are being provided to you solely in connection with the
filing of the Registration Statement for the Reorganization. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished
to any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
JRB/KRA
SCHEDULE I
Orbitex Health & Biotechnology Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Orbitex Medical Sciences Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Orbitex Life Sciences & Biotechnology Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Health & Biotechnology Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex
Group of Funds, on behalf of the Orbitex Info-Tech & Communications
Fund and the Orbitex Emerging Technology Fund and the Saratoga
Advantage Trust, on behalf of the Saratoga Technology &
Communications Portfolio (the "Reorganization Agreement")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Info-Tech & Communications Fund
(the "Info-Tech Fund") and the Orbitex Emerging Technology Fund, (the
"Technology Fund" and together, with the Info-Tech Fund, the "Acquired Orbitex
Funds"), each of which is a separate portfolio of the Orbitex Group of Funds
(the "Orbitex Trust"), a Delaware business trust, and the Saratoga Technology &
Communications Portfolio (the "Saratoga Fund"), a newly formed separate
portfolio of the Saratoga Advantage Trust (the "Saratoga Trust"), a Delaware
business trust, in connection with the proposed transfer of substantially all of
the assets of each of the Acquired Orbitex Funds to the Saratoga Fund and
certain other transactions related thereto pursuant to and in accordance with
the terms of the Reorganization Agreement (the "Reorganization"). You have
requested that we provide pursuant to Sections 7.7 and 8.9 of the Reorganization
Agreement an opinion regarding the treatment of the Reorganization under the
Internal Revenue Code of 1986, as amended (the "Code").
In connection with rendering these opinions, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 (the
"Registration Statement") and other documents, exhibits, attachments and
schedules contained therein, (iii) written representations of Saratoga Capital
Management I, LLC and Orbitex Management, Inc. (the "Advisers") concerning
certain facts underlying and relating to the Reorganization set forth in a
letter dated October 30, 2002, and (iv) such other documents and materials as
we have deemed necessary or appropriate for purposes of the opinions set forth
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
us as certified or photostatic copies, and the authenticity of the originals of
such copies. We have not made an independent investigation of the facts set
forth either in the Registration Statement, the Reorganization Agreement or such
other documents that we have examined. We have consequently assumed in rendering
these opinions that the information presented in such documents or otherwise
furnished to us accurately and completely describes in all material respects all
facts relevant to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisers
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust and the Saratoga Trust made in the Reorganization Agreement,
and (iii) that there are no agreements or understandings other than those of
which we have been informed that would affect our conclusions set forth below.
We further understand that the consummation of each Reorganization is not
conditioned on the consummation of any other Reorganization.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for U.S. federal
income tax purposes:
1. Assuming the approval of the Shareholders of each of the Info-Tech Fund
and the Technology Fund, the transfer of each of the Acquired Orbitex Funds'
assets in exchange for Saratoga Fund Shares(1/) and the assumption by the
Saratoga Fund of certain stated liabilities of each of the Acquired Orbitex
Funds followed by the distribution by the corresponding Acquired Orbitex Fund of
Saratoga Fund Shares to their respective Shareholders in exchange for their
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
2
MAYER, BROWN, XXXX & MAW
November 12, 2002
respective Acquired Orbitex Fund shares pursuant to and in accordance with the
terms of the Reorganization Agreement will constitute a "reorganization" within
the meaning of Section 368(a)(1)(C) of the Code, and the Info-Tech Fund, the
Technology Fund and the Saratoga Fund will each be a "party to a reorganization"
within the meaning of Section 368(b) of the Code.
2. If the Shareholders of only one of the Acquired Orbitex Funds approve
the Reorganization, the transfer of the approving Acquired Orbitex Fund's assets
in exchange for Saratoga Fund Shares and the assumption by the Saratoga Fund of
certain stated liabilities of the approving Acquired Orbitex Fund followed by
the distribution by the approving Acquired Orbitex Fund of Saratoga Fund Shares
to its Shareholders in exchange for their corresponding Acquired Orbitex Fund
shares pursuant to and in accordance with the terms of the Reorganization
Agreement will, nonetheless constitute a "reorganization" within the meaning of
Section 368(a)(1)(F) of the Code, and the approving Acquired Orbitex Fund and
the Saratoga Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.
3. No gain or loss will be recognized by the Saratoga Fund upon receipt of
the assets of the Acquired Orbitex Funds solely in exchange for Saratoga Fund
Shares and the assumption by the Saratoga Fund of the stated liabilities of the
Acquired Orbitex Funds.
4. No gain or loss will be recognized by either of the Acquired Orbitex
Funds upon the transfer of the assets of each of the Acquired Orbitex Funds to
the Saratoga Fund in exchange for Saratoga Fund Shares and the assumption by the
Saratoga Fund of the stated liabilities or upon the distribution of Saratoga
Fund Shares to the Shareholders of each of the Acquired Orbitex Funds in
exchange for their respective Acquired Orbitex Funds shares.
5. No gain or loss will be recognized by the Shareholders of either
Acquired Orbitex Fund upon the exchange of their respective Acquired Orbitex
Fund shares for Saratoga Fund Shares.
6. The aggregate tax basis for the Saratoga Fund Shares received by each
Acquired Orbitex Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Orbitex Fund shares held by each
such Acquired Orbitex Fund Shareholder immediately prior to the Reorganization.
7. The holding period of the Saratoga Fund Shares to be received by each
Acquired Orbitex Fund Shareholder will include the period during which the
Acquired Orbitex Fund shares surrendered in exchange therefor were held
(provided such Acquired Orbitex Fund shares are held as capital assets on the
date of the Reorganization).
3
MAYER, BROWN, XXXX & MAW
November 12, 2002
8. The tax basis of the assets of each of the Acquired Orbitex Funds
acquired by the Saratoga Fund will be the same as the tax basis of such assets
to the respective Acquired Orbitex Fund immediately prior to the Reorganization.
9. The holding period of the assets of each of the Acquired Orbitex Funds
in the hands of the Saratoga Fund will include the period during which those
assets were held by the respective Acquired Orbitex Fund.
This opinion is being provided to you solely in connection with the filing
of the Registration Statement for the Reorganization. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person without our prior written consent.
4
MAYER, BROWN, XXXX & MAW
November 12, 2002
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
JRB/KRA
5
SCHEDULE I
Orbitex Emerging Technology Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Orbitex Info-Tech & Communications Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Technology & Communications Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx, 00000
MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex
Group of Funds, on behalf of the Orbitex Caterpillar Mid-Cap
Relative Value Fund and the Orbitex Growth Fund, and Saratoga
Advantage Trust, on behalf of the Saratoga Mid-Capitalization
Portfolio (the "Reorganization Agreement")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Caterpillar Mid-Cap Relative Value
Fund (the "Mid-Cap Fund") and the Orbitex Growth Fund (the "Growth Fund" and
together, with the Mid-Cap Fund, the "Acquired Orbitex Funds"), each of which is
a separate portfolio of the Orbitex Group of Funds (the "Orbitex Trust"), a
Delaware business trust, and the Saratoga Mid-Capitalization Portfolio (the
"Saratoga Fund"), a newly formed separate portfolio of the Saratoga Advantage
Trust (the "Saratoga Trust"), a Delaware business trust, in connection with the
proposed transfer of substantially all of the assets of each of the Acquired
Orbitex Funds to the Saratoga Fund and certain other transactions related
thereto pursuant to and in accordance with the terms of the Reorganization
Agreement (the "Reorganizations"). You have requested that we provide pursuant
to Sections 7.7 and 8.9 of the Reorganization Agreement an opinion regarding the
treatment of the Reorganizations under the Internal Revenue Code of 1986, as
amended (the "Code").
In connection with rendering these opinions, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 (the
"Registration Statement") and other documents, exhibits, attachments and
schedules contained therein, (iii) written representations of Saratoga Capital
Management I, LLC and Orbitex Management, Inc. (the "Advisers") concerning
certain facts underlying and relating to the Reorganization set forth in a
letter dated October 30, 2002, and (iv) such other documents and materials as
we have deemed necessary or appropriate for purposes of the opinions set forth
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have not made an independent
investigation of the facts set forth either in the Registration
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 2
Statement, the Reorganization Agreement or such other documents that we have
examined. We have consequently assumed in rendering these opinions that the
information presented in such documents or otherwise furnished to us accurately
and completely describes in all material respects all facts relevant to the
Reorganizations.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisers
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust and the Saratoga Trust made in the Reorganization Agreement,
and (iii) that there are no agreements or understandings other than those of
which we have been informed that would affect our conclusions set forth below.
We further understand that the consummation of each Reorganization is not
conditioned on the consummation of any other Reorganization.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for U.S. federal
income tax purposes:
1. Assuming the approval of the Shareholders of each of the Mid Cap Fund
and the Growth Fund, the transfer of each of the Acquired Orbitex Funds' assets
in exchange for Saratoga Fund Shares(1/) and the assumption by the Saratoga Fund
of certain stated liabilities of each of the Acquired Orbitex Funds followed by
the distribution by each of the Acquired Orbitex Funds of Saratoga Fund Shares
to their respective Shareholders in exchange for their corresponding Acquired
Orbitex Fund shares pursuant to and in accordance with the terms of the
Reorganization Agreement will constitute a "reorganization" within the meaning
of Section
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 3
368(a)(1)(C) of the Code, and the Mid-Cap Fund, the Growth Fund and the Saratoga
Fund will each be a "party to a reorganization" within the meaning of Section
368(b) of the Code.
2. If the Shareholders of only one of the Acquired Orbitex Funds approve
the Reorganization, the transfer of the approving Acquired Orbitex Fund's assets
in exchange for Saratoga Fund Shares and the assumption by the Saratoga Fund of
certain stated liabilities of the approving Acquired Orbitex Fund followed by
the distribution by the approving Acquired Orbitex Fund of Saratoga Fund Shares
to its Shareholders in exchange for their corresponding Acquired Orbitex Fund
shares pursuant to and in accordance with the terms of the Reorganization
Agreement will, nonetheless constitute a "reorganization" within the meaning of
Section 368(a)(1)(F) of the Code, and the approving Acquired Orbitex Fund and
the Saratoga Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.
3. No gain or loss will be recognized by the Saratoga Fund upon receipt of
the assets of the Acquired Orbitex Funds solely in exchange for Saratoga Fund
Shares and the assumption by the Saratoga Fund of the stated liabilities of the
Acquired Orbitex Funds.
4. No gain or loss will be recognized by either of the Acquired Orbitex
Funds upon the transfer of the assets of each of the Acquired Orbitex Funds to
the Saratoga Fund in exchange for Saratoga Fund Shares and the assumption by the
Saratoga Fund of the stated liabilities or upon the distribution of Saratoga
Fund Shares to the Shareholders of each of the Acquired Orbitex Funds in
exchange for their respective Acquired Orbitex Fund shares.
5. No gain or loss will be recognized by the Shareholders of either
Acquired Orbitex Fund upon the exchange of their respective Acquired Orbitex
Funds shares for Saratoga Fund Shares.
6. The aggregate tax basis for the Saratoga Fund Shares received by each
Acquired Orbitex Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Orbitex Fund shares held by each
such Acquired Orbitex Fund Shareholder immediately prior to the Reorganization.
7. The holding period of the Saratoga Fund Shares to be received by each
Acquired Orbitex Fund Shareholder will include the period during which the
Acquired Orbitex Fund shares surrendered in exchange therefor were held
(provided such Acquired Orbitex Fund shares are held as capital assets on the
date of the Reorganization).
8. The tax basis of the assets of each of the Acquired Orbitex Funds
acquired by the Saratoga Fund will be the same as the tax basis of such assets
to the respective Acquired Orbitex Fund immediately prior to the Reorganization.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 4
9. The holding period of the assets of each of the Acquired Orbitex Funds
in the hands of the Saratoga Fund will include the period during which those
assets were held by the respective Acquired Orbitex Fund.
These opinions are being provided to you solely in connection with the
filing of the Registration Statement for the Reorganization. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished
to any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
JRB/KRA
Schedule I
Orbitex Caterpillar Mid-Cap Relative Value Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Orbitex Growth Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Mid-Capitalization Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex
Group of Funds, on behalf of the Orbitex Financial Services Fund,
and the Saratoga Advantage Trust, on behalf of the Saratoga
Financial Services Portfolio (the "Reorganization Agreement")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Financial Services Fund (the
"Financial Services Fund"), a separate portfolio of the Orbitex Group of Funds
(the "Orbitex Trust"), a Delaware business trust, and to the Saratoga Financial
Services Portfolio (the "Saratoga Fund"), a newly formed separate portfolio of
the Saratoga Advantage Trust (the "Saratoga Trust"), a Delaware business trust,
in connection with the proposed transfer of substantially all of the assets of
the Financial Services Fund to the Saratoga Fund and certain other transactions
related thereto pursuant to and in accordance with the terms of the
Reorganization Agreement (the "Reorganization"). You have requested that we
provide pursuant to Sections 7.7 and 8.9 of the Reorganization Agreement an
opinion regarding the treatment of the Reorganization under the Internal Revenue
Code of 1986, as amended (the "Code").
In connection with rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 (the
"Registration Statement") and other documents, exhibits, attachments and
schedules contained therein, (iii) written representations of Saratoga Capital
Management I, LLC and Orbitex Management, Inc.(the "Advisers") concerning
certain facts underlying and relating to the Reorganization set forth in a
letter dated October 30, 2002, and (iv) such other documents and materials as
we have deemed necessary or appropriate for purposes of the opinions set forth
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have not made an independent
investigation of the facts set forth either in the Registration Statement, the
Reorganization Agreement or such other documents that we have examined. We have
consequently assumed in rendering these opinions that the information presented
in such
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
documents or otherwise furnished to us accurately and completely describes in
all material respects all facts relevant to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisers
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust and the Saratoga Trust made in the Reorganization Agreement,
and (iii) that there are no agreements or understandings other than those of
which we have been informed that would affect our conclusions set forth below.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for United States
federal income tax purposes:
1. The transfer of the Financial Services Fund's assets in exchange for
the Saratoga Fund Shares(1/) and the assumption by the Saratoga Fund of certain
stated liabilities of the Financial Services Fund followed by the distribution
by the Financial Services Fund of the Saratoga Fund Shares to the Financial
Services Fund Shareholders in exchange for their Financial Services Fund shares
pursuant to and in accordance with the terms of the Reorganization Agreement
will constitute a "reorganization" within the meaning of Section 368(a)(1)(F) of
the Code, and the Financial Services Fund and the Saratoga 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 Saratoga Fund upon receipt of
the assets of the Financial Services Fund solely in exchange for the Saratoga
Fund Shares and the assumption by the Saratoga Fund of the stated liabilities of
the Financial Services Fund.
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
2
MAYER, BROWN, XXXX & MAW
November 12, 2002
3. No gain or loss will be recognized by the Financial Services Fund upon
the transfer of the assets of the Financial Services Fund to the Saratoga Fund
in exchange for the Saratoga Fund Shares and the assumption by the Saratoga Fund
of the stated liabilities or upon the distribution of the Saratoga Fund Shares
to the Financial Services Fund Shareholders in exchange for their Financial
Services Fund shares.
4. No gain or loss will be recognized by the Financial Services Fund
Shareholders upon the exchange of their Financial Services Fund shares for the
Saratoga Fund Shares.
5. The aggregate tax basis for the Saratoga Fund Shares received by each
Financial Services Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Financial Services Fund shares held by
each such Financial Services Fund Shareholder immediately prior to the
Reorganization.
6. The holding period of the Saratoga Fund Shares to be received by each
Financial Services Fund Shareholder will include the period during which the
Financial Services Fund shares surrendered in exchange therefore were held
(provided such Financial Services Fund shares are held as capital assets on the
date of the Reorganization).
7. The tax basis of the assets of the Financial Services Fund acquired by
the Saratoga Fund will be the same as the tax basis of such assets to the
Financial Services Fund immediately prior to the Reorganization.
8. The holding period of the assets of the Financial Services Fund in the
hands of the Saratoga Fund will include the period during which those assets
were held by the Financial Services Fund.
These opinions are being provided to you solely in connection with the
filing of the Registration Statement for the Reorganization. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished
to any other person without our prior written consent.
3
MAYER, BROWN, XXXX & MAW
November 12, 2002
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
JRB/KRA
4
SCHEDULE I
Orbitex Financial Services Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Financial Services Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
November 12, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization by and between the Orbitex
Group of Funds, on behalf of Orbitex Energy & Basic Materials Fund,
and the Saratoga Advantage Trust, on behalf of the Saratoga Energy &
Basic Materials Portfolio (the "Reorganization Agreement")
Dear Ladies and Gentlemen:
We have acted as counsel to the Orbitex Energy & Basic Materials Fund (the
"Energy Fund"), a separate portfolio of the Orbitex Group of Funds (the "Orbitex
Trust"), a Delaware business trust, and to the Saratoga Energy & Basic Materials
Portfolio (the "Saratoga Fund"), a newly formed separate portfolio of the
Saratoga Advantage Trust (the "Saratoga Trust"), a Delaware business trust, in
connection with the proposed transfer of substantially all of the assets of the
Energy Fund to the Saratoga Fund and certain other transactions related thereto
pursuant to and in accordance with the terms of the Reorganization Agreement
(the "Reorganization"). You have requested that we provide pursuant to Sections
7.7 and 8.9 of the Reorganization Agreement an opinion regarding the treatment
of the Reorganization under the Internal Revenue Code of 1986, as amended (the
"Code").
In connection with rendering these opinions, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 (the
"Registration Statement") and other documents, exhibits, attachments and
schedules contained therein, (iii) written representations of Saratoga Capital
Management I, LLC and Orbitex Management, Inc. (the "Advisers") concerning
certain facts underlying and relating to the Reorganization set forth in a
letter dated October 30, 2002, and (iv) such other documents and materials as
we have deemed necessary or appropriate for purposes of the opinions set forth
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have not made an independent
investigation of the facts set forth either in the Registration Statement, the
Reorganization Agreement or such other documents that we have examined. We have
consequently assumed in rendering these opinions that the information presented
in such
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 2
documents or otherwise furnished to us accurately and completely describes in
all material respects all facts relevant to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Adviser
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
the Orbitex Trust and the Saratoga Trust made in the Reorganization Agreement,
and (iii) that there are no agreements or understandings other than those of
which we have been informed that would affect our conclusions set forth below.
The opinions set forth below are based on the Code, the legislative
history with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinion that, for United States
federal income tax purposes:
1. The transfer of the Energy Fund's assets in exchange for the Saratoga
Fund Shares(1/) and the assumption by the Saratoga Fund of certain stated
liabilities of the Energy Fund followed by the distribution by the Energy Fund
of the Saratoga Fund Shares to the Energy Fund Shareholders in exchange for
their Energy Fund shares pursuant to and in accordance with the terms of the
Reorganization Agreement will constitute a "reorganization" within the meaning
of Section 368(a)(1)(F) of the Code, and the Energy Fund and the Saratoga 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 Saratoga Fund upon receipt of
the assets of the Energy Fund solely in exchange for the Saratoga Fund Shares
and the assumption by the Saratoga Fund of the stated liabilities of the Energy
Fund.
----------
1/ Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 3
3. No gain or loss will be recognized by the Energy Fund upon the transfer
of the assets of the Energy Fund to the Saratoga Fund in exchange for the
Saratoga Fund Shares and the assumption by the Saratoga Fund of the stated
liabilities or upon the distribution of the Saratoga Fund Shares to the Energy
Fund Shareholders in exchange for their Energy Fund shares.
4. No gain or loss will be recognized by the Energy Fund Shareholders upon
the exchange of the Energy Fund shares for the Saratoga Fund Shares.
5. The aggregate tax basis for the Saratoga Fund Shares received by each
Energy Fund Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Energy Fund shares held by each such Energy Fund
Shareholder immediately prior to the Reorganization.
6. The holding period of the Saratoga Fund Shares to be received by each
Energy Fund Shareholder will include the period during which the Energy Fund
shares surrendered in exchange therefore were held (provided such Energy Fund
shares are held as capital assets on the date of the Reorganization).
7. The tax basis of the assets of the Energy Fund acquired by the Saratoga
Fund will be the same as the tax basis of such assets to the Energy Fund
immediately prior to the Reorganization.
8. The holding period of the assets of the Energy Fund in the hands of the
Saratoga Fund will include the period during which those assets were held by the
Energy Fund.
This opinion is being provided to you solely in connection with the filing
of the Registration Statement for the Reorganization. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person without our prior written consent.
MAYER, BROWN, XXXX & MAW
November 12, 2002
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the headings
Comparison of the Funds - Tax Considerations and Approval of the Reorganizations
- Federal Income Tax Consequences of the Reorganizations in the Registration
Statement.
Sincerely,
MAYER, BROWN, XXXX & MAW
JRB/KRA
SCHEDULE I
Orbitex Energy & Basic Materials Fund
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Saratoga Energy & Basic Materials Portfolio
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
