Arrow Funds ( definition
Arrow Funds (. Arrow") and we have requested your opinion as to certain Federal income tax matters in connection with the proposed reorganization (the "Reorganization") of three investment portfolios of Arrow Funds ("Arrow") (the "Transferor Funds") into two existing investment portfolios and one newly created investment portfolio of The Arch Fund, Inc. ("Arch") (the "Surviving Funds") pursuant to the Agreement and Plan of Reorganization (the "Plan") by and among Arch and Arrow. At the Effective Time of the Reorganization (as defined in the Plan), it is contemplated that each Transferor Fund will transfer all of its assets and liabilities to a corresponding Surviving Fund in exchange for shares of the Surviving Fund. Arch will then distribute the shares of each Surviving Fund to the shareholders of the corresponding Transferor Fund in exchange for all outstanding shares of the Transferor Fund, and the existence of the Transferor Funds will be terminated. All of the above steps constitute the "Transactions." After the Transactions, each Surviving Fund will continue the investment operations of the corresponding Transferor Fund. To enable you to render such opinion, we are furnishing the following representations: