DRAFT
[Letterhead of Deloitte & Touche LLP]
______________, 1997
Xxxxxxxxxxx Value Stock Fund
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxxxxxxx Disciplined Value Fund
Two World Trade Center 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0203
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between
Xxxxxxxxxxx Value Stock Fund (the "Fund") and Xxxxxxxxxxx
Disciplined Value Fund ("Disciplined Value") which is attached as
Exhibit A to the Proxy Statement and Prospectus of the Fund
included as part of Disciplined Value's Registration Statement on
Form N-14 filed under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission on ________, 1997 (the
"Agreement"), concerning the acquisition by Disciplined Value of
substantially all of the assets of the Fund solely for voting
shares of beneficial interest in Disciplined Value, followed by the
distribution of Disciplined Value shares to the shareholders of the
Fund in complete liquidation of the Fund.
In connection with the rendering of this opinion, we have reviewed
the Agreement, the most recent audited financial statements and
related documents and other materials as we deemed relevant to the
rendering of this opinion. Based upon all of the foregoing and the
representations made by the Fund and Disciplined Value, attached
hereto, in our opinion, the federal tax consequences of the
transaction will be as follows:
1. The transactions contemplated by the Agreement will qualify as
a tax-free "reorganization" within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code").
2. The Fund and Disciplined Value will each qualify as a "party
to a reorganization" within the meaning of Section 368(b)(2)
of the Code.
3. No gain or loss will be recognized by the shareholders of the
Fund upon the distribution of shares of beneficial interest in
Disciplined Value to the shareholders of the Fund, pursuant to
Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be
recognized by the Fund by reason of the transfer of its assets
solely in exchange for Class A, Class B and Class C shares of
Disciplined Value, respectively.
5. Under Section 1032 of the Code no gain or loss will be
recognized by Disciplined Value by reason of the transfer of
the Fund's assets solely in exchange for Class A, Class B and
Class C shares of Disciplined Value, respectively.
6. The stockholders of the Fund will have the same tax basis and
holding period for the shares of beneficial interest in
Disciplined Value that they receive as they had for the stock
of the Fund that they previously held, pursuant to Sections
358(a) and 1223(1), respectively, of the Code.
7. The securities transferred by the Fund to Disciplined Value
will have the same tax basis and holding period in the hands
of Disciplined Value as they had for the Fund, pursuant to
Sections 362(b) and 1223(1), respectively, of the Code.
Very truly yours
MERGE\375OPIN
