Exhibit (12)
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787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000 Fax: 212 728
8111 |
[●], 2025
The Addressees Listed on Schedule I Hereto
100 Bellevue Parkway
Wilmington,
DE 19809
Ladies and Gentlemen:
The Acquiring Fund and each Target Fund listed on Schedule I hereto have requested our opinion as to certain federal income tax consequences
of the transactions pursuant to an Agreement and Plan of Merger dated as of [●], 2025 (each, a “Plan”). Each Plan contemplates (i) the merger under the applicable state laws of the Target Fund with and into a direct,
wholly-owned subsidiary of the Acquiring Fund formed as a limited liability company in the same jurisdiction as such Target Fund (each, a “Merger Sub”), with the Merger Sub surviving, pursuant to which shares of beneficial
interest or common stock of the Target Fund, as applicable, will be converted into newly issued shares of common stock of the Acquiring Fund (each, a “Merger”), and (ii) as soon as practicable following the closing of the
merger, the assumption of the Merger Sub’s liabilities and obligations by the Acquiring Fund and distribution of all of the Merger Sub’s assets to the Acquiring Fund in complete liquidation and termination of the Merger Sub. For ease of
reference, the remainder of this opinion refers to a single “Target Fund,” “Plan” and “Merger.” The Acquiring Fund and Target Fund are referred to together as the “Funds.” This opinion is being
delivered pursuant to Section 8.11 of the Plan.
We have reviewed such documents and materials as we have considered necessary for
the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition,
we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
We have made inquiry as to the underlying facts that we considered to be relevant to
the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to the Acquiring Fund, the Merger Sub, and the Target Fund set forth in the Joint Proxy Statement/Prospectus filed as
part of the Acquiring Fund’s registration statement on Form N-14 (the “Registration Statement”) and representations made in letters from the Acquiring Fund, for itself and on
BRUSSELS CHICAGO DALLAS FRANKFURT
HAMBURG HOUSTON LONDON LOS ANGELES
MILAN MUNICH NEW YORK PALO
ALTO PARIS ROME SAN FRANCISCO WASHINGTON
The Addressees Listed on Schedule I Hereto
[●], 2025
Page 2
behalf of the applicable Merger Sub, and from each Target Fund addressed to us for our use in rendering this opinion (the “Tax
Representation Letters”). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the
assumption that each of them is accurate.
The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended
(the “Code”), Treasury Regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter.
Based upon the foregoing, with respect to each Merger, we are of the opinion that for U.S. federal income tax purposes:
| 1. |
The Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws will constitute
a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with
respect to the Merger; |
| 2. |
No gain or loss will be recognized by the Acquiring Fund or the Merger Sub upon the Merger of the Target
Fund with and into the Merger Sub pursuant to applicable state laws or upon the liquidation of the Merger Sub; |
| 3. |
No gain or loss will be recognized by the Target Fund upon the Merger of the Target Fund with and into the
Merger Sub pursuant to applicable state laws; |
| 4. |
No gain or loss will be recognized by the Target Fund shareholders upon the conversion of all of their
Target Fund shares solely into Acquiring Fund shares in the Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws, except to the extent the Target Fund common shareholders receive cash in lieu of a fractional
Acquiring Fund common share; |
| 5. |
The aggregate basis of the Acquiring Fund shares received by each Target Fund shareholder pursuant to the
Merger will be the same as the aggregate basis of the Target Fund shares converted into such Acquiring Fund shares (reduced by any amount of tax basis allocable to a fractional Acquiring Fund common share for which cash is received);
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| 6. |
The holding period of the Acquiring Fund shares to be received by each Target Fund shareholder in the Merger
(including any fractional Acquiring Fund common share to which a Target Fund common shareholder would be entitled) will include the period during which the Target Fund shares that were converted into the Acquiring Fund shares were held by such
shareholder, provided such Target Fund shares are held as capital assets at the time of the Merger; |
| 7. |
A Target Fund shareholder that receives cash in lieu of a fractional Acquiring Fund common share in
connection with the Merger will be treated as having received cash in exchange for such fractional Acquiring Fund common share. A Target Fund shareholder that receives cash in lieu of a fractional Acquiring Fund common share will recognize capital
gain or loss equal to the |
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The Addressees Listed on Schedule I Hereto
[●], 2025
Page 3
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difference between the amount of cash deemed received for the fractional Acquiring Fund common share and the shareholder’s tax basis in the Target Fund common shares allocable to the fractional Acquiring Fund
common share, provided that such Target Fund shareholder held the Target Fund common shares as capital assets at the time of the Merger. The capital gain or loss will be a long-term capital gain or loss if the Target Fund shareholder’s holding
period for Target Fund common shares is more than one year as of the date the Merger is consummated. |
| 8. |
The basis of the Target Fund’s assets in the hands of the Merger Sub and the Acquiring Fund will be
the same as the basis of such assets in the hands of the Target Fund immediately before the Merger; and |
| 9. |
The holding period of each of the assets in the hands of the Merger Sub and the Acquiring Fund will include
the holding period of each such asset when held by the Target Fund. |
Notwithstanding the foregoing, this opinion does
not address (1) the effect of the Merger on the Target Fund, the Acquiring Fund, the Merger Sub or any Target Fund shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as
defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer
of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, (2) the effect of the Merger under the alternative minimum tax imposed under Section 55
of the Code on any direct or indirect shareholder of a Target Fund that is a corporation, or (3) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Our opinion is based upon the accuracy of the certifications, representations and warranties and satisfaction of the covenants and obligations
contained in the Plan, the Tax Representation Letters and in the various other documents related thereto. Our opinion may not be relied upon if any of such certifications, representations or warranties are not accurate to any material extent or if
any of such covenants or obligations are not satisfied in all material respects. We hereby consent to the filing of this opinion with the Registration Statement and to the reference to us in the Joint Proxy Statement/Prospectus included as part of
the Registration Statement.
Very truly yours,
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