-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJbqTLTBJo5UnkSu3yu3mRU1JmRlfSAb816b1T3upOijathVDkUvhdBm4GdhRD09 rG1A9yP65QxPydJAILgjZg== 0000950135-06-002679.txt : 20060426 0000950135-06-002679.hdr.sgml : 20060426 20060426132739 ACCESSION NUMBER: 0000950135-06-002679 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060426 DATE AS OF CHANGE: 20060426 EFFECTIVENESS DATE: 20060426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS SERIES TRUST I CENTRAL INDEX KEY: 0000773757 IRS NUMBER: 363376651 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 002-99356 FILM NUMBER: 06780540 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 8003382550 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA FUNDS TRUST IX DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY STEIN ROE FUNDS MUNICIPAL TRUST DATE OF NAME CHANGE: 19991025 FORMER COMPANY: FORMER CONFORMED NAME: STEINROE MUNICIPAL TRUST DATE OF NAME CHANGE: 19920703 POS EX 1 b60385cfposex.txt COLUMBIA FUNDS SERIES TRUST I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2006 REGISTRATION NO. 333-125735 (INVESTMENT COMPANY ACT REGISTRATION NO. 811-07024) --------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM N-14 --------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- PRE-EFFECTIVE AMENDMENT NO. ___ [X] POST-EFFECTIVE AMENDMENT NO. 1 --------------- (CHECK APPROPRIATE BOX OR BOXES) --------------- COLUMBIA FUNDS SERIES TRUST I ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 1-800-426-3750 --------------- R. SCOTT HENDERSON, ESQUIRE COLUMBIA MANAGEMENT GROUP, LLC ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 (NAME AND ADDRESS OF AGENT FOR SERVICE) --------------- COPIES TO: BRIAN D. MCCABE, ESQUIRE ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 CAMERON S. AVERY, ESQUIRE BELL, BOYD & LLOYD LLC 70 WEST MADISON STREET, SUITE 3300 CHICAGO, IL 60602-4207 It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933, as amended. There have been no changes to the proxy statement/prospectus or statement of additional information as filed with the Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed by the Registrant's predecessor, Columbia International Stock Fund, Inc., with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244). PART C. OTHER INFORMATION ITEM 15. INDEMNIFICATION No change from the information set forth in Item 15 of Part C of the Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244), which information is incorporated herein by reference. ITEM 16. EXHIBITS (1)(a) Registrant's Articles of Incorporation. (1) (1)(b) Amended and Restated Articles of Incorporation. (2) (1)(c) Articles of Amendment to the Amended and Restated Articles of Incorporation. (2) (1)(d) Articles of Amendment to the Amended and Restated Articles of Incorporation. (3) (2) Restated Bylaws. (1) (3) Not applicable. (4) Agreement and Plan of Reorganization -- incorporated by reference to Exhibit A to Part A of Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244). (5) Specimen Stock Certificate. (1) (6)(a) Investment Advisory Contract. (1) (6)(b) Amendment No. 1 to the Investment Advisory Contract. (3) (7) Distribution Agreement. (4) (8) Not applicable. (9) Master Custodian Agreement with State Street Bank & Trust Co. (5) (10)(a) Form of Rule 12b-1 Plan as amended. (3) (10)(b) Form of Rule 18f-3 Plan as amended. (3) (11) Form of opinion of Stoel Rives LLP, including consent -- incorporated by reference to Exhibit 11 to Part C, Item 16 of Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244). (12)(a) Opinion of Ropes & Gray LLP as to tax matters, dated October 10, 2005.* (12)(b) Revised opinion of Ropes & Gray LLP as to tax matters, dated February 17, 2006. * (13)(a) Shareholders' Servicing and Transfer Agent Agreement. (4) (13)(b) Pricing, Bookkeeping and Fund Administration Agreement. (3) (13)(c) Amendment No. 1 to Pricing, Bookkeeping and Fund Administrative Agreement - Incorporated by reference to Post-Effective Amendment No. 17 to the Registrant's Registration Agreement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 33-48994 and 811-7024). (14)(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Columbia International Stock Fund, Inc. -- incorporated by reference to Exhibit 14(a) to Part C, Item 16 of Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244). (14)(b) Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Columbia Newport Tiger Fund -- incorporated by reference to Exhibit 14(b) to Part C, Item 16 of Registrant's Registration Statement on Form N-14 (File No. 333-125735), as filed with the Commission on June 10, 2005 (Accession No. 0000950135-05-003244). (15) Not applicable. (16) Power of Attorney for: Douglas A. Hacker, Janet Langford Kelly, Richard W. Lowry, William E. Mayer, Charles R. Nelson, John J. Neuhauser, Patrick J. Simpson, Thomas E. Stitzel, Thomas C. Theobald, Anne-Lee Verville and Richard L. Woolworth -- Incorporated herein by reference to the Registrant's Registration Statement on Form N-14, File No. 333-120783, filed November 24, 2004. (17) Not applicable. * Filed herewith. (1) Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A, File No. 33-48994, filed February 23, 1998. (2) Incorporated herein by reference to Post-Effective Amendment No. 15 to Registrant's Registration Statement on Form N-1A, File No. 33-48994, filed May 1, 2003. (3) Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-1A, File No. 33-48994, filed October 10, 2003. (4) Incorporated herein by reference to Post-Effective Amendment No. 21 to the Columbia Mid Cap Growth Fund, Inc.'s, formerly Columbia Special Fund, Inc., Registration Statement on Form N-1A, File No. 333-91934, filed on October 28, 2002. (5) Incorporated herein by reference to the Registrant's Registration Statement on Form N-14, File No. 333-91914, filed on July 3, 2002. 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) under the Securities Act of 1933, as amended (the "1933 Act"), the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings 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 (a) above will be filed as a part of an amendment to this 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. SIGNATURES As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Boston and The Commonwealth of Massachusetts, on the 17th day of April, 2006. COLUMBIA FUNDS SERIES TRUST I By: /s/ Christopher L. Wilson ------------------------------------------- Name: Christopher L. Wilson Title: President As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in their capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Christopher L. Wilson - ------------------------- Christopher L. Wilson President (Chief Executive Officer) April 17, 2006 /s/ J. Kevin Connaughton - ------------------------- J. Kevin Connaughton Treasurer (Principal Financial Officer) April 17, 2006 /s/ Michael G. Clarke - ------------------------- Michael G. Clarke Chief Accounting Officer (Principal April 17, 2006 Accounting Officer) /s/ Douglas A. Hacker* - ------------------------- Douglas A. Hacker Trustee April 17, 2006 /s/ Janet Langford Kelly* - ------------------------- Janet Langford Kelly Trustee April 17, 2006 /s/ Richard W. Lowry* - ------------------------- Richard W. Lowry Trustee April 17, 2006 /s/ William E. Mayer* - ------------------------- William E. Mayer Trustee April 17, 2006 /s/ Charles R. Nelson* - ------------------------- Charles R. Nelson Trustee April 17, 2006 /s/ John J. Neuhauser* - ------------------------- John J. Neuhauser Trustee April 17, 2006 /s/ Patrick J. Simpson* - ------------------------- Patrick J. Simpson Trustee April 17, 2006 /s/ Thomas E. Stitzel* - ------------------------- Thomas E. Stitzel Trustee April 17, 2006 /s/ Thomas C. Theobald* - ------------------------- Thomas C. Theobald Trustee April 17, 2006 /s/ Anne-Lee Verville* - ------------------------- Anne-Lee Verville Trustee April 17, 2006 /s/ Richard L. Woolworth* - ------------------------- Richard L. Woolworth Trustee April 17, 2006
*By: /s/ J. Kevin Connaughton --------------------------------- Attorney-in-Fact April 17, 2006 EXHIBIT INDEX (12)(a) Opinion of Ropes & Gray LLP as to tax matters, dated October 10, 2005 (12)(b) Revised opinion of Ropes & Gray LLP as to tax matters, dated February 17, 2006 EX-99.12.A 2 b60385cfexv99w12wa.txt OPINION OF ROPES & GRAY DATED 10/10/05 . . . EXHIBIT 12(a) [ROPES & GRAY LOGO] ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050 BOSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, DC www.ropesgray.com
October 10, 2005 Columbia Newport Tiger Fund Columbia Funds Trust VII One Financial Center Boston, Massachusetts 02111 Columbia International Stock Fund, Inc. One Financial Center Boston, Massachusetts 02111 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated June 1, 2005, by and between Columbia Newport Tiger Fund ("Target Fund"), a series of Columbia Funds Trust VII ("Target Trust"), Columbia International Stock Fund, an Oregon corporation ("Acquiring Fund"), and Columbia Management Advisors, Inc.,(1) the investment adviser to Acquiring Fund and Target Fund ("Columbia"). The Agreement describes a transaction (the "Transaction") to occur as of the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Transaction is furnished to you pursuant to Section 8.5 of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of Target Trust, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value, plus any applicable sales charge, at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). - ---------- (1) Columbia Management Advisors, LLC is the successor to Columbia Management Advisors, Inc., which was reorganized into Banc of America Capital Management, LLC on September 30, 2005. [ROPES & GRAY LLP LOGO] Acquiring Fund is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value, plus any applicable sales charge, at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Combined Prospectus/Proxy Statement dated July 11, 2005 and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with letters dated as of the date hereof, representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). Based on the foregoing representations and assumptions and our review of the documents and items referred to above, we are of the opinion that generally for U.S. federal income tax purposes: (i) The Transaction will constitute a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) Under section 1032 of the Code, no gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; (iii) Under section 362(b) of the Code, the basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction will be the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; (iv) Under section 1223(2) of the Code, the holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; (v) Under section 361 of the Code, no gain or loss will be recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; (vi) Under section 354 of the Code, no gain or loss will be recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; - 2 - [ROPES & GRAY LLP LOGO] (vii) Under section 358 of the Code, the aggregate basis of Acquiring Fund Shares a Target Fund shareholder receives in connection with the Transaction will be the same as the aggregate basis of his or her Target Fund shares exchanged therefor; (viii) Under section 1223(1) of the Code, a Target Fund shareholder's holding period for his or her Acquiring Fund Shares will be determined by including the period for which he or she held the Target Fund shares exchanged therefor, provided that he or she held such Target Fund shares as capital assets; and (ix) Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. Notwithstanding the foregoing, the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked to market (treated as sold for their fair market value) at the end of a taxable year (or upon their termination or transfer), and Target Fund's taxable year will end as a result of the Reorganization. Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP Ropes & Gray LLP - 3 - EX-99.12.B 3 b60385cfexv99w12wb.txt REVISED OPINION OF ROPES & GRAY DATED 2/17/06 . . . EXHIBIT 12(b) [ROPES & GRAY LOGO] ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050 BOSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, DC www.ropesgray.com
February 17, 2006 Columbia International Stock Fund Columbia Funds Trust I One Financial Center Boston, Massachusetts 02111-2621 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated July 1, 2005 by and between Columbia Newport Tiger Fund ("Target Fund"), a series of Columbia Funds Trust VII ("Target Trust"), Columbia International Stock Fund ("Acquiring Fund"), a series of Columbia Funds Series I, a Massachusetts business trust, ("Acquiring Trust"),(2) and Columbia Management Advisors, Inc.,(3) the investment adviser to Acquiring Fund and Target Fund ("Columbia"). The Agreement describes a transaction (the "Transaction") which took place on October 10, 2005 (the "Closing Date"), pursuant to which Acquiring Fund acquired substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund were distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. Capitalized terms not defined herein are used herein as defined in the Agreement. Prior to the Transaction Target Fund was a series of Target Trust, which was registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund were redeemable at net asset value at each shareholder's option. Target Fund elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). Acquiring Fund is which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. - ---------- (2) At the time of the Transaction, Acquiring Fund, which used the name Columbia International Stock Fund, Inc., was an Oregon Corporation. Immediately following the Transaction, Acquiring Fund was redomiciled and became a series of Acquiring Trust in a reorganization described in Section 368(a)(1)(F) of the Code. (3) Columbia Management Advisors, LLC ("CMA") is the successor to Columbia Management Advisors, Inc., which was reorganized into Banc of America Capital Management, LLC ("BACAP") on September 30, 2005. BACAP then changed its name to CMA. [ROPES & GRAY LLP LOGO] For purposes of this opinion, we have considered the Agreement, the Combined Prospectus/Proxy Statement dated July 11, 2005 and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with a letter dated February 17, 2006 (the "Representation Letter") representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). The facts you have represented as to in paragraph 6 of the Representation Letter support the conclusion that, following the Transaction, Acquiring Fund has continued and will continue its business as an open-end investment company that, like Target Fund, seeks capital appreciation by investing in international stocks. Various factors demonstrate the similarity between Target Fund's and Acquiring Fund's historic investment activities. As of December 31, 2004 (the "Comparison Date"), an arbitrarily selected date that reflects the funds' portfolios as they existed without reference to the transaction, both funds had at least 94% of their assets allocated in stocks and at least 93% of their assets in non-United States stocks. Neither fund held any bonds. The funds had comparable P/E ratios (22.9 for Target Fund and 20.2 for Acquiring) and dividend yields (2.31 for Target Fund and 2.09 for Acquiring Fund). In addition, the funds had generally similar risk profiles: as of the Comparison Date, Target Fund and Acquiring Fund correlated to the MSCI Europe and Far East index to an extremely similar degree, with betas of 0.79 and 0.78 respectively.(4) The most significant dissimilarity between the portfolios was their regional exposure. Although both Target Fund and Acquiring Fund invested almost exclusively in stocks issued by companies outside the United States, as of the Comparison Date, Target Fund held almost exclusively stocks issued by companies in the so-called Tiger region of Asia, whereas Acquiring Fund held stocks issued by companies throughout the world. Immediately preceding the Transaction, Acquiring Fund held 6.9% of its assets in stocks of companies from the Tiger region of Asia; Target Fund held 100% of its assets in such stocks. This distinction is outweighed by the funds' commonalities. The funds' portfolios were quite similar in terms of sector diversification. As of the Comparison Date, the funds' equity investments were compared using three broad industry sectors, which were also subdivided into twelve narrower categories. Looking solely at the three broad sectors, the funds' stock holdings shared a total overlap of 89.2%, constituted by 46.0% in services, 31.4% in manufacturing and 11.8% in information economy. Upon further dividing these three large industry sectors into twelve sub-categories (information: software, hardware, media, telecommunications; manufacturing: consumer goods, industrial goods, energy, utilities; services: healthcare services, consumer services, business services, financial services), the funds' stock holdings shared a total overlap of 74.3%. Within the services sector (the largest - ---------- (4) Beta is a statistical measure of the degree of variance between a security or fund and a specifically defined market, such as the S&P 500 or in this case the MSCI Europe and Far East Asia index. - 2 - [ROPES & GRAY LLP LOGO] category of investment for both funds), the largest sub-sector for both funds was financial services. Within the manufacturing sector, both funds invested primarily in consumer goods. Although Morningstar categorized the funds in different squares of its style box(5) (with Target Fund in "large-growth" and Acquiring Fund in "large-blend"), a map of the funds' holdings shows significant overlap. Stocks categorized by Morningstar as "large" constituted the predominant portion of both funds' holdings (88.4% of holdings for Target Fund and 91.6% of holdings for Acquiring Fund). Upon further subdivision into "large value," "large core" and "large growth," those holdings overlapped by 68.4%, comprised of 35.3% in "large core," 25.2% in "large growth" and 7.9% in "large value." The specific characteristics described above (the relative figures and percentages in terms of asset allocation, yield, duration, maturity, risk profile and yield) do not constitute fixed aspects of Target Fund and Acquiring Fund's investment strategies. Rather, they reflect the fact that the Funds' similar investment strategies have led them to react similarly (by choosing similar portfolios) to the market conditions in place up until the comparison date. Consistent with the similarity of the funds, at least 33 1/3% of Target Fund's portfolio assets would not be required to be sold by virtue of the investment objectives, strategies, policies, risks or restrictions of Acquiring Fund. Acquiring Fund has no record, plan or intention of changing any of its investment objectives, strategies, policies, risks or restrictions following the Transaction. Acquiring Fund has invested and will continue to invest all assets acquired from Target Fund in a manner consistent with the funds' shared investment strategies, as described above and reflected by the aforementioned portfolio data. Based on the foregoing representations and assumption and our review of the documents and items referred to above, we are of the opinion that generally, subject to the final paragraphs hereof, for U.S. federal income tax purposes: (i) The Transaction constituted a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each were a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) Under section 1032 of the Code, no gain or loss was recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; - ---------- (5) The Morningstar Style Box is a nine-square grid that provides a graphical representation of the investment style of stocks and mutual funds. For stocks and stock funds, it classifies securities according to market capitalization (the vertical axis) and growth and value factors (the horizontal axis). - 3 - [ROPES & GRAY LLP LOGO] (iii) Under section 362(b) of the Code, the basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction is the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; (iv) Under section 1223(2) of the Code, the holding periods of the assets of Target Fund in the hands of Acquiring Fund includes the periods during which such assets were held by Target Fund; (v) Under section 361 of the Code, no gain or loss was recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; (vi) Under section 354 of the Code, no gain or loss was recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; (vii) Under section 358 of the Code, the aggregate basis of Acquiring Fund Shares a Target Fund shareholder received in connection with the Transaction is the same as the aggregate basis of his or her Target Fund shares exchanged therefor; (viii) Under section 1223(1) of the Code, a Target Fund shareholder's holding period for his or her Acquiring Fund Shares is determined by including the period for which he or she held the Target Fund shares exchanged therefor, provided that he or she held such Target Fund shares as capital assets; and (ix) Acquiring Fund has succeeded to and taken into account the items of Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. We express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss was required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. In connection with this opinion, we call your attention to Revenue Ruling 87-76, 1987-2 C.B. 84, published by the Internal Revenue Service ("IRS"). In that ruling, the IRS held that the so-called "continuity of business enterprise" requirement necessary to tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling has always been questionable. In addition, a series of - 4 - [ROPES & GRAY LLP LOGO] private letter rulings issued in July 2005 suggest that the IRS's position on this issue is evolving: the IRS relied upon "historic business" representations to conclude that the reorganization satisfied the continuity of business enterprise requirement without reference to the retention of any particular level of "historic assets." However, even if the IRS's 1987 revenue ruling were a correct statement of law, the facts of this Transaction would be distinguishable from those in the ruling. We believe that Acquiring Fund and Target Fund are both engaged in the same line of business: each is an open-end management investment company that seeks capital appreciation by investing in international stocks. After the Transaction, Acquiring Fund has continued and will continue that line of business for the benefit of the stockholders of both Target and Acquiring Funds. Although Acquiring Fund has begun and will continue to dispose of securities formerly held by Target Fund, these dispositions will be fully consistent with the shared historic investment policies of the Funds (in particular, each of their focus on international stocks) and there is no reason why the proceeds generated by such dispositions cannot be reinvested in a manner fully consistent with such policies. In these circumstances, we are of the opinion that Acquiring Fund will be considered to have continued the historic business of Target Fund for the benefit of, among others, the historic stockholders of Target Fund, and that the continuity of business enterprise doctrine will, as a result, be fulfilled. However, because Revenue Ruling 87-76 is the only ruling on which taxpayers can rely (i.e., the only ruling that is not a private letter ruling) dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, our opinion cannot be free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP Ropes & Gray LLP - 5 - -----END PRIVACY-ENHANCED MESSAGE-----