As filed with the Securities and Exchange Commission on May 11, 2000
Securities Act File No. 33-56094
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1 [X]
PILGRIM MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004
(Address of Principal Executive Offices) (Zip Code)
(800) 992-0180
(Registrant's Area Code and Telephone Number)
James M. Hennessy
Pilgrim Investments, Inc.
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004
(Name and Address of Agent for Service)
With copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, DC 20006
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It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
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No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
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<PAGE>
EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion and consent
of counsel supporting the tax matters and consequences to shareholders of the
reorganization, as required by Item 16 (12) of Form N-14. Parts A and B to this
Registration Statement are incorporated by reference to the definitive proxy
statement/prospectus filed on EDGAR on February 9, 2000 (SEC File No. 33-56094),
and the definitive Statement of Additional Information filed on EDGAR on
December 21, 1999 (SEC File No. 33-56094).
<PAGE>
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Reference is made to Article V, Sections 5.2 and 5.3 of the Registrant's
Amended and Restated Declaration of Trust.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against policy as expressed in the Act and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, a suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS
(1) (A) Form of Certificate of Trust of Registrant (b)
(B) Form of Certificate of Amendment of Certificate of Trust (b)
(C) Form of Amended and Restated Declaration of Trust (b)
(D) Form of Establishment of Additional Series (b)
(E) Form of Establishment of Additional Series (b)
(F) Form of Amendment No. 2 to Amended and Restated Declaration of
Trust (b)
(G) Form of Amendment No. 3 to Amended and Restated Declaration of
Trust (b)
(H) Form of Amendment No. 4 to Amended and Restated Declaration of
Trust (b)
(I) Form of Amendment No. 5 to Amended and Restated Declaration of
Trust (b)
(J) Form of Amendment No. 6 to Amended and Restated Declaration of
Trust (b)
(K) Form of Amendment No. 7 to Amended and Restated Declaration of
Trust (b)
(L) Form of Amendment No. 8 to Amended and Restated Declaration of
Trust (b)
(M) Form of Amendment No. 9 to Amended and Restated Declaration of
Trust (b)
(N) Form of Amendment No. 10 to Amended and Restated Declaration of
Trust (a)
<PAGE>
(O) Form of Amendment No. 11 to Amended and Restated Declaration of
Trust (c)
(P) Form of Amendment No. 12 to Amended and Restated Declaration of
Trust (c)
(Q) Form of Amendment No. 13 to Amended and Restated Declaration of
Trust (b)
(R) Form of Amendment No. 14 to Amended and Restated Declaration of
Trust (d)
(S) Form of Amendment No. 15 to Amended and Restated Declaration of
Trust (e)
(T) Form of Amendment No. 16 to Amended and Restated Declaration of
Trust (h)
(U) Form of Amendment No. 17 to Amended and Restated Declaration of
Trust (h)
(V) Form of Amendment No. 18 to Amended and Restated Declaration of
Trust (h)
(W) Form of Amendment No. 19 to Amended and Restated Declaration of
Trust (j)
(X) Form of Amendment No. 20 to Amended and Restated Declaration of
Trust (j)
(Y) Form of Amendment No. 21 to Amended and Restated Declaration of
Trust (k)
(Z) Form of Certificate of Amendment to Certificate of Trust (m)
(AA) Form of Amendment No. 22 to Amended and Restated Declaration of
Trust (m)
(BB) Form of Amendment No. 23 to Amended and Restated Declaration of
Trust (n)
(CC) Form of Amendment No. 24 to Amended and restated Declaration of
Trust (s)
(2) (A) Form of Amended Bylaws of Registrant (b)
(B) Form of Amendment to Section 2.5 of Bylaws of Registrant (b)
(3) Not Applicable
(4) (A) Agreement and Plan of Reorganization between Pilgrim Mutual Funds, on
behalf of Pilgrim Balanced Fund, and Pilgrim Mayflower Trust, on
behalf of Pilgrim Income and Growth Fund*
(B) Agreement and Plan of Reorganization between Pilgrim Mutual Funds, on
behalf of Pilgrim Balanced Fund, and Pilgrim Balance Sheet
Opportunities Fund*
(5) See Exhibits 1 and 2
(6) Form of Investment Management Agreement between the Trust and Pilgrim
Investments, Inc. (p)
(7) Form of Underwriting Agreement between the Trust and Pilgrim Securities,
Inc. (p)
(8) Not Applicable
(9) (A) Form of Custodian Agreement between Registrant and Brown Brothers
Harriman & Co. dated as of June 1, 1998. (k)
(B) Form of Amendment to Custodian Agreement between Registrant and Brown
Brothers Harriman & Co. (k)
(C) Form of Foreign Custody Manager Delegation Agreement between
Registrant and Brown Brothers
<PAGE>
(D) Form of Novation Agreement to Custody Agreement with Brown Brothers
Harriman & Co. (n)
(E) Form of Appendix C to Custody Agreement with Brown Brothers Harriman &
Co. (n)
(F) Form of Novation Agreement to Foreign Custody Manager Delegation
Agreement with Brown Brothers
(G) Form of Appendix C to Foreign Custody Manager Delegation Agreement
with Brown Brothers Harriman &
(H) Form of Custodian Agreement with Investors Fiduciary Trust Company (n)
(I) Form of Recordkeeping Agreement (n)
(10)(A) Form of Amended and Restated Service and Distribution Plan for
Class A (m)
(B) Form of Amended and Restated Service and Distribution Plan for
Class B (m)
(C) Form of Amended and Restated Service and Distribution Plan for
Class C (m)
(D) Form of Amended and Restated Service Plan for Class Q (m)
(E) Form of Amendment to Amended and Restated Service and Distribution
Plan for Class B (n)
(F) Form of Amendment to Amended and Restated Service and Distribution
Plan for Class C (n)
(G) Form of Amendment to Amended and Restated Service and Distribution
Plan for Class A (q)
(H) Form of Amendment to Amended and Restated Service and Distribution
Plan for Class T (r)
(I) Form of Multiple Class Plan Pursuant to Rule 18f-3 (n)
(11)Opinion and Consent of Counsel (t)
(12)(A) Opinion and Consent of Counsel supporting tax matters and consequences
re: Pilgrim Mayflower Trust, on behalf of Pilgrim Income and Growth Fund
(B) Opinion and Consent of Counsel supporting tax matters and consequences
re: Pilgrim Balance Sheet Opportunities Fund
(13) Form of Shareholder Service Agreement (n)
(14) Consent of Independent Auditors (t)
(15) Not Applicable
(16) Powers of Attorney (t)
(17) Not Applicable
- ----------
(a) Filed as an exhibit to Post-Effective Amendment No. 29 to Registrant's Form
N-1A Registration Statement on May 3, 1996 and incorporated herein by
reference.
(b) Filed as an exhibit to Post-Effective Amendment No. 30 to the Registrant's
Form N-1A Registration Statement on June 4, 1996 and incorporated herein by
reference.
<PAGE>
(c) Filed as an exhibit to Post-Effective Amendment No. 38 to Registrant's Form
N-1A Registration Statement of January 3, 1997 and incorporated herein by
reference.
(d) Filed as an exhibit to Post-Effective Amendment No. 40 to Registrant's Form
N-1A Registration Statement on May 2, 1997 and incorporated herein by
reference.
(e) Filed as an exhibit to Post-Effective Amendment No. 43 to Registrant's Form
N-1A Registration Statement on July 14, 1997 and incorporated herein by
reference.
(f) Filed as an exhibit to Post-Effective Amendment No. 45 to Registrant's Form
N-1A Registration Statement on July 28, 1997 and incorporated herein by
reference.
(g) Filed as an exhibit to Post-Effective Amendment No. 47 to Registrant's Form
N-1A Registration Statement on September 2, 1997 and incorporated herein by
reference.
(h) Filed as an exhibit to Post-Effective Amendment No. 48 to Registrant's Form
N-1A Registration Statement on December 15, 1997 and incorporated herein by
reference.
(i) Filed as an exhibit to Post-Effective Amendment No. 60 to Registrant's Form
N-1A Registration Statement on June 15, 1998 and incorporated herein by
reference.
(j) Filed as an exhibit to Post-Effective Amendment No. 63 to Registrant's Form
N-1A Registration Statement on July 21, 1998 and incorporated herein by
reference.
(k) Filed as an exhibit to Post-Effective Amendment No. 66 to Registrant's Form
N-1A Registration Statement on August 14, 1998 and incorporated herein by
reference.
(l) Filed as an exhibit to Registrant's Form N-14 Registration Statement on
December 15, 1997 and incorporated herein by reference.
(m) Filed as an exhibit to Post-Effective Amendment No. 67 to the Registrant's
Form N-1A Registration Statement on March 25, 1999 and incorporated herein
by reference.
(n) Filed as an exhibit to Post-Effective Amendment No. 68 to the Registrant's
Form N-1A Registration Statement on May 24, 1999 and incorporated herein by
reference.
(o) Filed as an exhibit to Post-Effective Amendment No. 71 to the Registrant's
Form N-1A Registration Statement on July 1, 1999 and incorporated herein by
reference.
(p) Filed as an exhibit to Post-Effective Amendment No. 72 to the Registrant's
Form N-1A Registration Statement on September 2, 1999 and incorporated
herein by reference.
(q) Filed as an exhibit to Post-Effective Amendment No. 73 to the Registrant's
Form N-1A Registration Statement on October 29, 1999 and incorporated
herein by reference.
(r) Filed as an exhibit to Post-Effective Amendment No. 74 to the Registrant's
Form N-1A Registration Statement on November 5, 1999 and incorporated
herein by reference.
<PAGE>
(s) Filed as an exhibit to Post-Effective Amendment No. 75 to the Registrant's
Form N-1A Registration Statement on January 4, 2000 and incorporated herein
by reference.
(t) Filed with the initial Registration Statement on Form N-14 (SEC File No.
33-56094) on December 21, 1999.
* Filed as Appendix A to the definitive Proxy Statement/Prospectus on
February 9, 2000.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR
230.145(c)], the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 1 to its Registration Statement on Form N-14
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 1 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix and State of Arizona on the 8th day of May, 2000.
PILGRIM MUTUAL FUNDS
By: /s/ James M. Hennessy
------------------------------------
James M. Hennessy
Executive Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
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Trustee and Chairman May 8, 2000
- ------------------------------
John G. Turner *
Trustee and President May 8, 2000
- ------------------------------ (Chief Executive Officer)
Robert W. Stallings*
Trustee May 8, 2000
- ------------------------------
Mary A. Baldwin *
Trustee May 8, 2000
- ------------------------------
Al Burton *
Trustee May 8, 2000
- ------------------------------
Paul S. Doherty *
Trustee May 8, 2000
- ------------------------------
Robert B. Goode, Jr. *
Trustee May 8, 2000
- ------------------------------
Alan L. Gosule *
<PAGE>
Trustee May 8, 2000
- ------------------------------
Mark L. Lipson *
Trustee May 8, 2000
- ------------------------------
Walter H. May *
Trustee May 8, 2000
- ------------------------------
Jock Patton *
Trustee May 8, 2000
- ------------------------------
David W.C. Putnam *
Trustee May 8, 2000
- ------------------------------
John R. Smith *
Trustee May 8, 2000
- ------------------------------
David W. Wallace *
Senior Vice President and May 8, 2000
- ------------------------------ Principal Financial Officer
Michael J. Roland*
* By: /s/ James M. Hennessy
-----------------------------
James M. Hennessy
Attorney-in-Fact**
** Executed pursuant to powers of attorney filed with the initial Registration
Statement on Form N-14 (SEC File No. 33-56094) on December 21, 1999.
<PAGE>
EXHIBIT INDEX
(12)(A) Opinion and Consent of Counsel supporting tax matters and consequences
re: Pilgrim Mayflower Trust, on behalf of Pilgrim Income and Growth Fund
(12)(B) Opinion and Consent of Counsel supporting tax matters and consequences
re: Pilgrim Balance Sheet Opportunities Fund
Dechert Price & Rhoads
1775 Eye Street, NW
Washington, DC 20006
April 1, 2000
Board of Trustees
Pilgrim Mayflower Trust
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Board of Trustees
Pilgrim Mutual Funds
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Dear Gentlepersons:
You have requested our opinion regarding certain Federal income tax
consequences to the Pilgrim Income and Growth Fund ("Target"), a separate series
of the Pilgrim Mayflower Trust ("Mayflower Trust"), a Massachusetts business
trust, to the holders of the shares of Target (the "Target Shareholders"), and
to the Pilgrim Balanced Fund ("Acquiring Fund"), a separate series of the
Pilgrim Mutual Funds ("Acquiring Company"), a Delaware business trust, in
connection with the proposed transfer of substantially all of the properties of
Target to Acquiring Fund in exchange solely for voting shares of common stock of
Acquiring Fund ("Acquiring Fund Shares"), followed by the distribution of such
Acquiring Fund Shares received by Target in complete liquidation and termination
of Target (the "Reorganization"), all pursuant to the Agreement and Plan of
Reorganization (the "Plan") dated as of November 16, 1999 between Mayflower
Trust on behalf of Target and Acquiring Company on behalf of Acquiring Fund.
<PAGE>
Pilgrim Mayflower Trust
Pilgrim Mutual Funds
April 1, 2000
Page 2
For purposes of this opinion, we have examined and rely upon (1) the Plan,
(2) the Form N-14, dated December 21, 1999 and filed by Acquiring Fund on said
date with the Securities and Exchange Commission, (3) the facts and
representations contained in the letter dated on or about the date hereof
addressed to us from Acquiring Company on behalf of Acquiring Fund, (4) the
facts and representations contained in the letter dated on or about the date
hereof addressed to us from Mayflower Trust on behalf of Target, and (5) such
other documents and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the
properties of Target in exchange solely for Acquiring Fund Shares
followed by the distribution of Acquiring Fund Shares to the Target
Shareholders in exchange for their Target shares in complete
liquidation and termination of Target will constitute a reorganization
within the meaning of section 368(a) of the Code. Target and Acquiring
Fund will each be "a party to a reorganization" within the meaning of
section 368(b) of the Code.
2. Target will not recognize gain or loss upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely
for Acquiring Fund Shares except to the extent that Target's assets
consist of contracts described in section 1256(b) of the Code
("Section 1256 Contracts"); Target will be required to recognize gain
or loss on the transfer of any such Section 1256 contracts to
Acquiring Fund pursuant to the Reorganization as if such Section 1256
contracts were sold to Acquiring Fund on the effective date of the
Reorganization at their fair market value. Target will not recognize
gain or loss upon the distribution to its shareholders of the
Acquiring Fund Shares received by Target in the Reorganization. We do
not express any opinion as to whether any accrued market discount will
be required to be recognized as ordinary income.
3. Acquiring Fund will recognize no gain or loss upon receiving the
properties of Target in exchange solely for Acquiring Fund Shares.
4. The aggregated adjusted basis to Acquiring Fund of the properties of
Target received by Acquiring Fund in the reorganization will be the
same as the aggregate adjusted basis of those properties in the hands
of Target immediately before the exchange.
<PAGE>
Pilgrim Mayflower Trust
Pilgrim Mutual Funds
April 1, 2000
Page 3
5. Acquiring Fund's holding periods with respect to the properties of
Target that Acquiring Fund acquires in the transaction will include
the respective periods for which those properties were held by Target
(except where investment activities of Acquiring Fund have the effect
of reducing or eliminating a holding period with respect to an asset).
6. The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.
7. The aggregate basis of the Acquiring Fund Shares received by a Target
Shareholder in the transaction will be the same as the aggregate basis
of Target shares surrendered by the Target Shareholder in exchange
therefor.
8. A Target Shareholder's holding period for the Acquiring Fund Shares
received by the Target Shareholder in the transaction will include the
holding period during which the Target Shareholder held Target shares
surrendered in exchange therefor, provided that the Target Shareholder
held such shares as a capital asset on the date of Reorganization.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Our opinion as expressed herein, is solely for the benefit of Target, the
Target Shareholders, and the Acquiring Fund, and unless we give our prior
written consent, neither our opinion nor this opinion letter may be quoted in
whole or in part or relied upon by any other person.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
1775 Eye Street, NW
Washington, DC 20006
April 1, 2000
Board of Trustees
Pilgrim Balance Sheet Opportunities Fund
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Board of Trustees
Pilgrim Mutual Funds
Two Renaissance Square
40 North Central Avenue
Suite 1200
Phoenix, AZ 85004-4424
Dear Gentlepersons:
You have requested our opinion regarding certain Federal income tax
consequences to the Pilgrim Balance Sheet Opportunities Fund ("Target"), a
Massachusetts business trust, to the holders of the shares of Target (the
"Target Shareholders"), and to the Pilgrim Balanced Fund ("Acquiring Fund"), a
separate series of the Pilgrim Mutual Funds ("Acquiring Company"), a Delaware
business trust, in connection with the proposed transfer of substantially all of
the properties of Target to Acquiring Fund in exchange solely for voting shares
of common stock of Acquiring Fund ("Acquiring Fund Shares"), followed by the
distribution of such Acquiring Fund Shares received by Target in complete
liquidation and termination of Target (the "Reorganization"), all pursuant to
the Agreement and Plan of Reorganization (the "Plan") dated as of November 16,
1999 between Target and Acquiring Company on behalf of Acquiring Fund.
<PAGE>
Pilgrim Balance Sheet Opportunities Fund
Pilgrim Mutual Funds
April 1, 2000
Page 2
For purposes of this opinion, we have examined and rely upon (1) the Plan,
(2) the Form N-14, dated December 21, 1999 and filed by Acquiring Fund on said
date with the Securities and Exchange Commission, (3) the facts and
representations contained in the letter dated on or about the date hereof
addressed to us from Acquiring Company on behalf of Acquiring Fund, (4) the
facts and representations contained in the letter dated on or about the date
hereof addressed to us from Target, and (5) such other documents and instruments
as we have deemed necessary or appropriate for purposes of rendering this
opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the
properties of Target in exchange solely for Acquiring Fund Shares
followed by the distribution of Acquiring Fund Shares to the Target
Shareholders in exchange for their Target shares in complete
liquidation and termination of Target will constitute a reorganization
within the meaning of section 368(a) of the Code. Target and Acquiring
Fund will each be "a party to a reorganization" within the meaning of
section 368(b) of the Code.
2. Target will not recognize gain or loss upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely
for Acquiring Fund Shares except to the extent that Target's assets
consist of contracts described in section 1256(b) of the Code
("Section 1256 Contracts"); Target will be required to recognize gain
or loss on the transfer of any such Section 1256 contracts to
Acquiring Fund pursuant to the Reorganization as if such Section 1256
contracts were sold to Acquiring Fund on the effective date of the
Reorganization at their fair market value. Target will not recognize
gain or loss upon the distribution to its shareholders of the
Acquiring Fund Shares received by Target in the Reorganization. We do
not express any opinion as to whether any accrued market discount will
be required to be recognized as ordinary income.
3. Acquiring Fund will recognize no gain or loss upon receiving the
properties of Target in exchange solely for Acquiring Fund Shares.
4. The aggregated adjusted basis to Acquiring Fund of the properties of
Target received by Acquiring Fund in the reorganization will be the
same as the aggregate adjusted basis of those properties in the hands
of Target immediately before the exchange.
<PAGE>
Pilgrim Balance Sheet Opportunities Fund
Pilgrim Mutual Funds
April 1, 2000
Page 3
5. Acquiring Fund's holding periods with respect to the properties of
Target that Acquiring Fund acquires in the transaction will include
the respective periods for which those properties were held by Target
(except where investment activities of Acquiring Fund have the effect
of reducing or eliminating a holding period with respect to an asset).
6. The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.
7. The aggregate basis of the Acquiring Fund Shares received by a Target
Shareholder in the transaction will be the same as the aggregate basis
of Target shares surrendered by the Target Shareholder in exchange
therefor.
8. A Target Shareholder's holding period for the Acquiring Fund Shares
received by the Target Shareholder in the transaction will include the
holding period during which the Target Shareholder held Target shares
surrendered in exchange therefor, provided that the Target Shareholder
held such shares as a capital asset on the date of Reorganization.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Our opinion as expressed herein, is solely for the benefit of Target, the
Target Shareholders, and the Acquiring Fund, and unless we give our prior
written consent, neither our opinion nor this opinion letter may be quoted in
whole or in part or relied upon by any other person.
Very truly yours,
/s/ Dechert Price & Rhoads
