Board of Trustees AdvisorShares Trust c/o AdvisorShares Suite 1330 Bethesda, Maryland 20814Re: Agreement • June 14th, 2012 • AdvisorShares Trust
Re: Agreement and Plan of Reorganization, dated as of ____________, 2012 (the “Agreement”), between AdvisorShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, the AdvisorShares Meidell Tactical Advantage ETF (the “Acquiring Fund”) and the AdvisorShares Dent Tactical ETF (the “Acquired Fund”) and AdvisorShares Investments, LLC (the “Advisor”) (for purposes of Section 10 of the Agreement only)
HOLLYWOOD MEDIA CORP. August 28, 2012Re: Agreement • September 4th, 2012 • Hollywood Media Corp • Retail-retail stores, nec • Florida
Re: Agreement dated as of August 28, 2012 (the “R&S Agreement”) between Hollywood Media Corp., a Florida corporation (the “Company”) and R&S Investments, LLC, a Delaware limited liability company (“R&S Investments”)
August 24, 2018Re: Agreement • September 14th, 2018 • Templeton Growth Fund Inc
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 14, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on August 3, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated August 24, 2018 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
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”).
March [●], 2018 Board of Trustees Exchange Listed Funds Trust Board of Trustees AdvisorShares TrustRe: Agreement • March 7th, 2018 • Exchange Listed Funds Trust
Re: Agreement and Plan of Reorganization, dated as of [●] (the “Agreement”), by and among (i) AdvisorShares Trust, a Delaware statutory trust (the “Target Entity”), on behalf of its series AdvisorShares Peritus High Yield ETF (the “Target Fund”); (ii) Exchange Listed Funds Trust, a Delaware business trust (“Acquiring Entity”), on behalf of its series [Peritus High Yield ETF] (the “Acquiring Fund”); (iii) solely for the purposes of Section 9.1 of the Agreement, Cobalt Falcon, LLC (“Cobalt Falcon”); and (iv) solely for the purposes of Section 9.1 of the Agreement, AdvisorShares Investments, LLC (“AdvisorShares”).
AdvisorShares TrustRe: Agreement • November 8th, 2019 • Pacific Global ETF Trust
Re AgreementRe Agreement • February 20th, 2023
NEOS ETF Trust N-14Re: Agreement • May 24th, 2024 • NEOS ETF Trust
Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF __________, 2024 (THE “AGREEMENT”), BY AND AMONG WST Investment Trust (“WST”) on behalf of ITS SERIES, WSTCM Credit Select Risk-Managed Fund (THE “ACQUIRED FUND”), NEOS ETF Trust (“NEOS”) on behalf of ITS SERIES, NEOS Enhanced Income CREDIT SELECT ETF (THE “Acquiring fund”), SOLELY FOR THE PURPOSES OF SECTIONs [5.10, 5.12, 9.1 and 9.2] THEREOF, NEOS Investment Management LLC (“NEOS”), and SOLELY FOR THE PURPOSES OF SECTIONs [5.12, 9.1 and 9.2] THEREOF, WILBANKS, SMITH & THOMAS ASSET MANAGEMENT, LLC, D/B/A WST CAPITAL MANAGEMENT (“WSTCM”) (COLLECTIVELY, NEOS AND WSTCM ARE REFERRED TO HEREIN AS the “ADVISERS”)
