Exhibit 99 (11)(b)
September 17, 2012
Turner Funds
2 Oliver Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel to Turner Funds, a Massachusetts business trust (the “Trust”), and its series, Turner Large Growth Fund (the “Acquiring Fund”), in connection with the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), registering Class II shares of beneficial interest of the Acquiring Fund (the “Merger Shares”) to be issued pursuant to a Plan of Reorganization (the “Plan”).
The Plan, in the form adopted by the Board of Trustees of the Trust, provides, in pertinent part, for (i) the transfer of all of the assets of the Turner Concentrated Growth Fund, also a separate series of the Trust (the “Acquired Fund”), to the Acquiring Fund in exchange for the issuance of the Merger Shares determined in the manner specified in the Plan, and (ii) the assumption by the Acquiring Fund of all of the debts, liabilities, obligations and duties of the Class II shares of the Acquired Fund.
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Plan, the Agreement and Declaration of Trust of the Trust, as amended, the By-Laws of the Trust, as amended, and the actions of the Trust that provide for the issuance of the Merger Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Trust. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the laws of the Commonwealth of Massachusetts that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
