Common use of Conclusions Clause in Contracts

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Statement and the Reorganization Agreement), it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Statement distributed to the Predecessor Fund shareholders and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement and Prospectus dated [DATE] (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Form N-14 Registration Statement Under The Securities Act of 1933 dated [July , 2015] (the “Registration Statement”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Combined Prospectus/Information Statement dated February 13, 2020 (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal U.S. federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement Statement/Prospectus, dated October __, 2009, and the Reorganization AgreementPlan), and subject to the limitations set forth below, it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement and Prospectus dated [DATE] (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal U.S. federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement Statement/Prospectus dated [ ], 2013 (the “Proxy-Prospectus”) and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Department regulations Regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement Statement/Prospectus, dated October __, 2009 and the Reorganization AgreementPlan), and based upon and subject to the reasoning and limitations set forth below, it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Statement Statement/Prospectus dated [ ], 2015 (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement Statement/Prospectus dated ________, 2009, and subject to the limitations set forth below, and the Reorganization Agreement), it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Prospectus/Proxy Statement dated _____, 2011 (the “Prospectus-Proxy”) and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement and Prospectus dated [DATE] (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal U.S. federal income tax purposes that:purposes: EXHIBIT 12(a)

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement and Prospectus dated [date], 2023 (the “Proxy-Prospectus”) and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the information, representations and assumptions and representations referred to contained herein and in the documents provided to us by you (including the Proxy Statement and the Reorganization AgreementAgreements), it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement Statement/Prospectus dated September 13, 2013 (the “Proxy-Prospectus”) and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Combined Prospectus/Information Statement dated [ ], and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal U.S. federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Statement dated July [ ], 2011, and the Reorganization Agreement), it is our opinion for Federal income tax purposes that:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Combined Proxy Statement and Prospectus dated [DATE] (the “Proxy-Prospectus”), and the Reorganization AgreementAgreements), and subject to the limitations set forth below, it is our opinion that, for Federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations currently in effect as of the date hereofeffect, current published administrative positions of the Internal Revenue Service contained in revenue rulings and proceduresService, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Proxy Combined Prospectus/Information Statement dated [DATE] (the “Proxy-Prospectus”), and the Reorganization Agreement), and subject to the limitations set forth below, it is our opinion that, for Federal U.S. federal income tax purposes thatpurposes:

Conclusions. Based upon the Internal Revenue Code of 1986, as amended (the "“Code"”), applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service contained in revenue rulings and procedures, and judicial decisions, and upon the assumptions and representations referred to herein and the documents provided to us by you (including the Prospectus/Proxy Statement dated September [ ], 2011, and the Reorganization Agreement), it is our opinion for Federal income tax purposes that: