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EXHIBIT 99.12
[FORM OF OPINION]
[XXXXXX XXXXX LETTERHEAD]
_________ __, 2001
Board of Trustees
ABN AMRO Funds
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Board of Trustees
Alleghany Funds
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization, Dated as of the ___
Day of _________, 2001 (the "Agreement"), By and Between
Alleghany Funds, a Delaware business trust ("Acquiring Fund"),
on behalf of its series, Alleghany/Chicago Trust Balanced
Fund, Alleghany/Chicago Trust Bond Fund and Alleghany/Chicago
Trust Municipal Bond Fund and the ABN AMRO Funds, a
Massachusetts business trust ("Selling Fund"), on behalf of
its series, ABN AMRO Balanced Fund, ABN AMRO Fixed Income Fund
and ABN AMRO Tax-Exempt Fixed Income Fund.
Ladies and Gentlemen:
You have requested our opinion as to certain federal income
tax consequences of the reorganization of the Selling Fund which will consist of
(i) the transfer of all or substantially all of the assets of each series of the
Selling Fund to the corresponding series of the Acquiring Fund (as set forth on
Appendix A attached hereto), in exchange solely for Class N Shares of the
corresponding series of the Acquiring Fund (the "Acquiring Fund Shares"), (ii)
the assumption by each series of the Acquiring Fund of the liabilities of the
corresponding series of the Selling Fund, and (iii) the distribution of the
Acquiring Fund Shares to the shareholders of the corresponding series of the
Selling Fund (as set forth on Appendix A) in complete liquidation of each series
of the Selling Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement (the "Reorganization").
In rendering our opinion, we have reviewed and relied upon (a)
the Agreement, (b) the proxy materials provided to shareholders of each class of
the Selling Fund in connection with the Special Meeting of Shareholders of the
Selling Fund held on July 25, 2001, (c) certain representations concerning the
Reorganization made to us by the Acquiring Fund and the Selling Fund in letters
dated _________ ___, 2001 (collectively, the "Representation Letters"), (d) all
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Board of Trustees of ABN AMRO Funds
Board of Trustees of Alleghany Funds
______ __, 2001
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other documents, financial and other reports and corporate minutes which we
deemed relevant or appropriate, and (e) such statutes, regulations, rulings and
decisions as we deemed material to the rendition of 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 each series
of the Selling Fund and the Acquiring Fund on the Closing Date of the
Reorganization satisfies, 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 ("RIC").
Under regulations to be prescribed by the Secretary of
Treasury under Section 1276(d) of the Code, certain transfers of market discount
bonds will be excepted from the requirement that accrued market discount be
recognized on disposition of a market discount bond under Section 1276(a) of the
Code. Such regulations are to provide, in part, that accrued market discount
will not be included in income if no gain is recognized under Section 361(a) of
the Code where a bond is transferred in an exchange qualifying as a tax-free
reorganization. As of the date hereof, the Secretary has not issued any
regulations under Section 1276 of the Code.
Based on the foregoing and provided the Reorganization is
carried out in accordance with the laws of the State of Delaware and
Commonwealth of Massachusetts, the Agreement and the Representation Letters, it
is our opinion that(1):
1. The Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a) of the Code, and the Selling
Fund and the Acquiring Fund will each 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 the Acquiring Fund
upon the receipt of the assets of the Selling Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund pursuant to Section 1032(a) of the Code.
3. No gain or loss will be recognized by the Selling Fund upon
the transfer of all of its assets to the Acquiring Fund solely in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund or upon the distribution of the Acquiring Fund
Shares to the shareholders of the Selling Fund in exchange for such
shareholders' shares of the Selling Fund pursuant to Sections 361(a) and (c) and
357(a) of the Code. We express no opinion as to whether any accrued market
discount will be required to be recognized as ordinary income pursuant to
Section 1276 of the Code.
4. No gain or loss will be recognized by the shareholders of
the Selling Fund upon the exchange of their shares of the Selling Fund for the
Acquiring Fund Shares (including fractional shares to which they may be
entitled), pursuant to Section 354(a) of the Code.
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(1)Each reference to a Selling Fund or an Acquiring Fund is made with respect to
each separate series of the Selling Fund or Acquiring Fund, as appropriate.
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Board of Trustees of ABN AMRO Funds
Board of Trustees of Alleghany Funds
______ __, 2001
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5. The aggregate tax basis of the Acquiring Fund Shares
received by each shareholder of the Selling Fund (including fractional shares to
which they may be entitled) will be the same as the aggregate tax basis of the
Selling Fund shares exchanged therefor pursuant to Section 358(a)(1) of the
Code.
6. The holding period of the Acquiring Fund Shares received by
the shareholders of Selling Fund (including fractional shares to which they may
be entitled) will include the holding period of the Selling Fund Shares
surrendered in exchange therefor, provided that the Selling Fund Shares were
held as a capital asset on the Closing Date of the Reorganization, pursuant to
Section 1223(1) of the Code.
7. The tax basis of the assets of the Selling Fund received by
the Acquiring Fund will be the same as the tax basis of such assets to the
Selling Fund immediately prior to the exchange pursuant to Section 362(b) of the
Code.
8. The holding period of the assets of the Selling Fund
received by the Acquiring Fund will include the period during which such assets
were held by the Selling Fund pursuant to Section 1223(2) of the Code.
9. 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 Income Tax
Regulations) the items of the Selling 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.
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 Fund and the Selling Fund of their undertakings in the Agreement and
the Representation Letters.
This opinion is being rendered to the Acquiring Fund and the
Selling Fund and may be relied upon only by the applicable series of such funds
and the shareholders of such series.
Very truly yours,
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APPENDIX A
Selling Fund and Class Corresponding Acquiring Fund and Class
ABN AMRO BALANCE FUND ALLEGHANY/CHICAGO
TRUST BALANCED FUND
- Common Shares - Class N Shares
- Investor Shares - Class N Shares
ABN AMRO FIXED ALLEGHANY/CHICAGO TRUST
INCOME FUND BOND FUND
- Common Shares - Class N Shares
- Investor Shares - Class N Shares
ABN AMRO TAX-EXEMPT FIXED ALLEGHANY/CHICAGO
INCOME FUND TRUST MUNICIPAL BOND FUND
- Common Shares - Class N Shares
- Investor Shares - Class N Shares
