MAYER, BROWN, XXXX & MAW
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
MAIN TELEPHONE
(000) 000-0000
MAIN FAX
(000) 000-0000
June 4, 2003
To The Persons Listed on Schedule I Attached Hereto
Dear Ladies and Gentlemen:
Re: Agreement and Plan of Reorganization for the Exchange of Stock
of the Xxxxxx Xxxxxxx Information Fund for Substantially All
of the Assets of the Xxxxxx Xxxxxxx Technology Fund, dated as
of April 24, 2003 (the "Reorganization Agreement")
Ladies and Gentlemen:
We have acted as counsel to the Xxxxxx Xxxxxxx Technology Fund
("Technology") and the Xxxxxx Xxxxxxx Information Fund ("Information") in
connection with the proposed transfer of substantially all of the assets of
Technology to Information 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 an opinion regarding
the treatment of the Reorganization under the Internal Revenue Code of 1986, as
amended (the "Code"), and the accuracy of the tax disclosures in the proxy
statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12 of
Part C of the Form N-14 Registration Statement.
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 for the
Reorganization, and the Proxy Statement/Prospectus and other documents,
exhibits, attachments and schedules contained therein, (iii) written
representations of Xxxxxx Xxxxxxx Investment Advisors Inc. (the "Advisor")
concerning certain facts underlying and relating to the Reorganization set forth
in a letter dated June 4, 2003, and (iv) such other documents and materials as
we have deemed necessary or appropriate for purposes of the opinions set forth
below. Capitalized terms used herein without definition have the meanings
ascribed to them in the Reorganization Agreement.
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
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
June 4, 2003
Page 2
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 Advisor
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
Technology and Information 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 Federal income
tax purposes:
1. The summaries of U.S. Federal income tax consequences set forth in
the Proxy Statement/Prospectus under the headings "Synopsis - Tax Consequences
of the Reorganization," "The Reorganization - The Board's Consideration" and
"The Reorganization - Tax Aspects of the Reorganization" are accurate in all
material respects as to matters of law and legal conclusions.
2. The transfer of Technology's assets in exchange for Information
Shares and the assumption by Information of certain stated liabilities of
Technology followed by the distribution by Technology of Information Shares to
the Technology Shareholders in exchange for their Technology 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
Technology and Information will each be a "party to a reorganization" within the
meaning of section 368(b) of the Code.
MAYER, BROWN, XXXX & MAW
June 4, 2003
Page 3
3. No gain or loss will be recognized by Information upon the receipt
of the assets of Technology solely in exchange for Information Shares and the
assumption by Information of the stated liabilities of Technology.
4. No gain or loss will be recognized by Technology upon the transfer
of the assets of Technology to Information in exchange for Information Shares
and the assumption by Information of the stated liabilities of Technology or
upon the distribution of Information Shares to the Technology Shareholders in
exchange for their Technology shares.
5. No gain or loss will be recognized by the Technology Shareholders
upon the exchange of the Technology shares for Information Shares.
6. The aggregate tax basis for the Information Shares received by each
Technology Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Technology shares held by each such Technology
Shareholder immediately prior to the Reorganization.
7. The holding period of the Information Shares to be received by each
Technology Shareholder will include the period during which the Technology
shares surrendered in exchange therefor were held (provided such Technology
shares are held as capital assets on the date of the Reorganization).
8. The tax basis of the assets of Technology acquired by Information
will be the same as the tax basis of such assets to Technology immediately prior
to the Reorganization.
9. The holding period of the assets of Technology in the hands of
Information will include the period during which those assets were held by
Technology.
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 purposes or relief 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
Proxy Statement/Prospectus and to all references to this firm under the headings
"Synopsis - Tax Consequences of the Reorganization" and "The Reorganization -
Tax Aspects of the Reorganization" in the Proxy Statement/Prospectus.
Sincerely,
/s/ MAYER, BROWN, XXXX & MAW
MAYER, BROWN, XXXX & MAW
JRB/KRA
MAYER, BROWN, XXXX & MAW
June 4, 2003
Page 4
Schedule I
Xxxxxx Xxxxxxx Technology Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx Information Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
