Re: Agreement and Plan of Reorganization, dated as of the date hereof (the “Agreement”), by and among (i) Adviser Managed Trust, a Delaware statutory trust (the “Acquiring Entity”) on behalf of its series, the CornerCap Fundametrics® Large-Cap ETF...
| Xxxxxx, Xxxxx & Xxxxxxx LLP 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000-0000 xxx.xxxxxxxxxxx.xxx |  | ||||
[], 2023
Board of Trustees
Trust for Advised Portfolios
c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Board of Trustees
c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Re: Agreement and Plan of Reorganization, dated as of the date hereof (the “Agreement”), by and among (i) Adviser Managed Trust, a Delaware statutory trust (the “Acquiring Entity”) on behalf of its series, the CornerCap Fundametrics® Large-Cap ETF (the “Acquiring ETF”), (ii) Trust for Advised Portfolios, a Delaware statutory trust (the “Target Entity”) on behalf of its series the CornerCap Fundametrics® Large-Cap ETF (the “Target ETF”), and (iii) U.S. Bancorp Fund Services, LLC solely for purposes of Section 9.2 of the Agreement.
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 8.4 of the Agreement. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquiring ETF and the Target ETF that will consist of: (A) the Acquiring ETF acquiring the Assets (as such term is defined in Section 1.1(b) of the Agreement) of the Target ETF solely in exchange for (i) shares of the Acquiring ETF of equal value to the net assets of the Target ETF and (ii) the assumption of the Liabilities (as such term is defined in Section 1.1(c) of the Agreement), (B) the Target ETF immediately distributing such shares of the Acquiring ETF to shareholders of the Target ETF, and (C) followed immediately by the complete liquidation of the Target ETF, all upon the terms and conditions set forth in the Agreement (the foregoing transactions with are referred to herein as the “Reorganization”).
In rendering our opinions, we have reviewed and relied upon (a) the Agreement, (b) certain representations concerning the Reorganization made to us by the Acquiring Entity and the Target Entity in letters dated as of the date hereof (the “Representation Letters”), (c) the Acquiring Entity’s Registration Statement filed on Form N-14 (the “Registration Statement”), (d) all other documents, financial and other reports and corporate minutes that we deemed relevant or appropriate, and (d) such statutes, regulations, rulings and decisions as we deemed material with respect to this
Page 2
Boards of Trustees
opinion. In our review, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other documents supplied to us. All terms used herein, unless otherwise defined, are used as defined in the Agreement.
For purposes of our opinions, we have assumed (i) that all representations set forth in the in the Representation Letters will be true and correct in all material respects as of the Closing Date (and that any such representations made “to the best knowledge of,” “to the knowledge of,” “in the belief of,” or otherwise similarly qualified, are true and correct in all material respects without any such qualification) and (ii) that the Acquiring ETF and the Target ETF, as of the Closing Date of the Reorganization, each satisfy and, following the Reorganization, the Acquiring ETF 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 (a “RIC”).
Based on the foregoing, and provided the Reorganization is carried out in accordance with the laws of the State of Delaware, the Agreement and the Representation Letters, it is our opinion that:
(a)The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Target ETF and the Acquiring ETF will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;
(b)No gain or loss will be recognized by the Target ETF upon the transfer of all the Assets of the Target ETF to the Acquiring ETF solely in exchange for shares of the Acquiring ETF and the assumption by the Acquiring ETF of all the Liabilities of the Target ETF, or upon the distribution of the shares of the Acquiring ETF to the Target ETF Shareholders, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code;
(c)The tax basis in the hands of the Acquiring ETF of each Asset transferred from the Target ETF to the Acquiring ETF in the Reorganization will be the same as the tax basis of such Asset in the hands of the Target ETF
Page 3
Boards of Trustees
immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Target ETF on the transfer;
(d)The holding period in the hands of the Acquiring ETF of each Asset transferred from the Target ETF to the Acquiring ETF in the Reorganization, other than Assets with respect to which gain or loss is required to be recognized, will include the Target ETF’s holding period for such Asset (except where investment activities of the Acquiring ETF have the effect of reducing or eliminating the holding period with respect to an asset);
(e)No gain or loss will be recognized by the Acquiring ETF upon its receipt of all the Assets of the Target ETF solely in exchange for shares of the Acquiring ETF and the assumption by the Acquiring ETF of all the Liabilities of the Target ETF as part of the Reorganization;
(f)No gain or loss will be recognized by the Target ETF Shareholders upon the exchange of their shares of the Target ETF for shares of the Acquiring ETF as part of the Reorganization;
(g)The aggregate tax basis of the shares of the Acquiring ETF Shares each Target ETF Shareholder receives in the Reorganization will be the same as the aggregate tax basis of the shares of the Target ETF exchanged therefor;
(h)Each Target ETF Shareholder’s holding period for the shares of the Acquiring ETF received in the Reorganization will include the Target ETF Shareholder’s holding period for the shares of the Target ETF exchanged therefor, provided that the Target ETF Shareholder held such shares of the Target ETF as capital assets on the date of the exchange;
(i)The Acquiring ETF will succeed to and take into account those tax attributes of the Target ETF that are described in Section 381(c) of the Code subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations; and
(j)The taxable year of the Target ETF will not be required to end solely as a result of the Reorganization.
Notwithstanding the foregoing opinions, no opinion is expressed as to the effect of the Reorganization on the Target ETF, Acquiring ETF or any Target ETF shareholder with respect to any asset as to which unrealized gains and losses are required to be recognized for U.S. federal income tax purposes under a mark-to-market system of accounting.
Page 4
Boards of Trustees
Our opinions are limited solely to the Reorganization. This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof and does not address any other U.S. federal, or any state, local, or foreign, tax consequences of the Reorganization or any other action (including any taken in connection therewith). 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 opinions are conditioned upon the performance by the Acquiring Entity on behalf of the Acquiring ETF and the Target Entity on behalf of the Target ETF of their undertakings in the Agreement and the Representation Letters.
Our opinions are being rendered to the Acquiring Entity on behalf of the Acquiring ETF and the Target Entity on behalf of the Target ETF, and may be relied upon only by the Acquiring Entity and the Acquiring ETF, and their Boards of Trustees, the Target Entity, the Target ETF, the shareholders of the Target ETF and the Acquiring ETF, and may not be relied upon by any other person or used for any other purpose without our express written consent.
We hereby consent to the references to our firm and the discussion of this opinion in the Registration Statement under the Information Statement/Prospectus heading Federal Tax Consequences. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Further, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
