AMENDED AND RESTATED BY-LAWS OFSei Asset Allocation Trust • October 8th, 2010
Form of Opinion]Re: Agreement • October 8th, 2010 • Sei Asset Allocation Trust
You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of each Acquired Fund and the Surviving Fund, which in each case, will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of the Surviving Fund (“Surviving Fund Shares”), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (each, a “Reorganization”).
