Exhibit 12(a) under Form N-14
January 5, 2001
Board of Trustees
Governor Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Board of Trustees
Vision Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Re: AGREEMENTS AND PLANS OF REORGANIZATION DATED NOVEMBER 10, 2000 (THE
"PLANS"), BETWEEN GOVERNOR FUNDS, A DELAWARE BUSINESS TRUST (THE "FUND"),
AND VISION GROUP OF FUNDS, A DELAWARE BUSINESS TRUST (THE "TRUST")
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of the reorganization of the Fund and the Trust (the
"Reorganization"). The Reorganization will involve the transfer of all of the
assets of each of ten separate series of the Fund to a recently created,
corresponding series of the Trust (as such series is set forth in Appendix A to
this opinion) and the assumption of the liabilities of each separate series of
the Fund by the corresponding series of the Trust. On the Closing Date of the
Reorganization, shares of each series of the Trust will be credited to
shareholders of the related series of the Fund, following which the Fund will be
dissolved. References in this opinion to a "Portfolio" refer to each of the
separate series of the Fund, as set forth in Appendix A, and references in this
opinion to a "Series" refer to each of the corresponding separate series of the
Trust, as set forth in Appendix A.
In rendering our opinion, we have reviewed and relied upon: (a) the
Agreements and Plans of Reorganization dated November 10, 2000 (the "Plans"),
made by the Fund and the Trust; (b) the proxy materials provided to shareholders
of the Fund in connection with the Special Meeting of Shareholders held on
December 13, 2000 and, in the case of Lifestyle Conservative Growth Fund,
Lifestyle Growth Fund and Lifestyle Moderate Growth Fund, adjourned until
December 15, 2000; (c) certain representations concerning the Reorganization
made to us by the Fund and the Trust in letters dated December 29, 2000 (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 in rendering
this opinion. All terms used herein, unless otherwise defined, are used as
defined in the Plans.
For purposes of this opinion, we have assumed that each Portfolio of the
Fund, on the Closing Date of the Reorganization, satisfies, and, immediately
following the Closing Date, each Series of the Trust will 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 Reorganization is carried out in
accordance with the applicable laws of the State of Delaware, the Plans, and the
Representation Letters, it is our opinion that:
1. The acquisition by each Series of all of the assets of the corresponding
Portfolio and assumption of all of the liabilities of that Portfolio in exchange
for shares of the Series will qualify as a reorganization within the meaning of
Section 368(a)(1)(F) of the Code, and each Portfolio and each Series will be a
"party to the reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by a Portfolio upon the transfer of
all of its assets to and the assumption of all of its liabilities by the
corresponding Series in exchange solely for shares of such Series pursuant to
Section 361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by a Series upon the receipt by it of
all of the assets of the corresponding Portfolio and upon its assumption of the
all of the liabilities of that Portfolio in exchange solely for shares of such
Series pursuant to Section 1032(a) of the Code.
4. The basis of the assets of a Portfolio received by the corresponding
Series will be the same as the basis of such assets to such Portfolio
immediately prior to the Closing Date pursuant to Section 362(b) of the Code.
5. The holding period of the assets of a Portfolio received by the
corresponding Series will include the period during which such assets were held
by such Portfolio pursuant to Section 1223(2) of the Code.
6. No gain or loss will be recognized by the shareholders of a Portfolio
upon the exchange of their shares in such Portfolio for shares of beneficial
interest in the corresponding Series (including fractional shares to which they
may be entitled), pursuant to Section 354(a) of the Code.
7. The basis of the shares of beneficial interest in a Series received by
the shareholders of a corresponding Portfolio (including fractional shares to
which they may be entitled) will be the same as the basis of the shares of such
Portfolio exchanged therefor pursuant to Section 358(a)(1) of the Code.
8. The holding period of the shares of beneficial interest in a Series
received by the shareholders of a corresponding Portfolio (including fractional
shares to which they may be entitled) will include the holding period of the
shares of such Portfolio surrendered in exchange therefor, provided that the
shares of such Portfolio were held as a capital asset on the Closing Date of the
Reorganization, pursuant to Section 1223(1) of the Code.
9. Each Series 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 regulations issued by the
United States Treasury (the "Treasury Regulations"), the items of a
corresponding Portfolio described in Section 381(c) of the Code, as provided in
Section 1.381(b)-1(a)(2) of the Treasury Regulations.
Our opinion is based upon the Code, the applicable Treasury Regulations
promulgated thereunder, the present positions of the Internal Revenue Service
(the "Service") as set forth in published revenue rulings and revenue
procedures, present administrative positions of the 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 opinion.
Our opinion is conditioned upon the performance by the Fund and the Trust
of their undertakings in the Plans and the Representation Letters.
This opinion is being rendered to the Fund and the Trust and may be relied
upon only by the Fund and the Trust and the shareholders of the Portfolios and
the Series, respectively, of each...
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By:
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By: /S/ XXXXX X. XXXXXX, PARTNER
APPENDIX A
GOVERNOR
FUNDS VISION FUNDS
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Aggressive Growth Fund would be Vision Small Cap Stock Fund
(Investor Shares) reorganized into (Class A Shares)
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Established Growth Fund would be Vision Large Cap Core Fund
(Investor Shares) reorganized into (Class A Shares)
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Intermediate Term Income would be Vision Intermediate Term
Fund reorganized into Bond Fund
(Investor Shares) (Class A Shares)
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International Equity Fund would be Vision International Equity
(Investor Shares) reorganized into Fund
(Class A Shares)
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Lifestyle Conservative would be Vision Managed Allocation
Growth Fund reorganized into Fund - Conservative Growth
(Investor Shares) (Class A Shares)
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Lifestyle Growth Fund would be Vision Managed Allocation
(Investor Shares) reorganized into Fund - Aggressive Growth
(Class A Shares)
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Lifestyle Moderate Growth would be Vision Managed Allocation
Fund reorganized into Fund - Moderate Growth
(Investor Shares) (Class A Shares)
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Limited Duration would be Vision Institutional Limited
Government Securities Fund reorganized into Duration U.S. Government Fund
(Investor Shares)
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Pennsylvania Municipal would be Vision Pennsylvania
Bond Fund reorganized into Municipal Income Fund
(Investor Shares) (Class A Shares)
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Prime Money Market Fund would be Vision Institutional Prime
(Investor Shares) reorganized into Money Market Fund
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