November 21, 2014
Eagle Series Trust
880 Carillon Parkway
St. Petersburg, FL 33716
Ladies and Gentlemen:
We have acted as counsel to Eagle Series Trust, a business trust formed under the laws of the Commonwealth of Massachusetts (the “Trust”), in connection with the Trust’s registration statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about November [ ], 2014, registering the Class A, Class C, Class I, Class R-3, Class R-5, and Class R-6 shares of beneficial interest in Eagle Smaller Company Fund, a series of the Trust (the “Acquiring Fund”), (the “Shares”) to be issued pursuant to a plan of reorganization and termination (the “Plan”) adopted by the Trust on behalf of the Acquiring Fund and Eagle Small Cap Stock Fund, another series of the Trust(the “Target Fund”). The Plan provides for (1) the transfer of the Target Fund’s assets to the Acquiring Fund in exchange solely for the Acquiring Fund’s assumption of the Target Fund’s liabilities and the issuance of the Shares to the Target Fund, (2) the distribution of the Shares pro rata to the Target Fund’s shareholders in exchange for their shares in the Target Fund and in liquidation thereof, and (3) the Target Fund’s termination, all on the terms and conditions set forth in the Plan.
This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and Item 16(11) of Form N-14 under the Securities Act.
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| (i) | the combined prospectus and information statement and the statement of additional information (collectively, the “Prospectus/Information Statement”) filed as part of the Registration Statement; |
| (ii) | the form of the Plan attached as Appendix A to the Prospectus/Information Statement; |
| (iii) | the declaration of trust and bylaws of the Trust in effect on the date of this opinion letter; and |
| (iv) | the resolutions adopted by the trustees of the Trust relating to the Registration Statement and the Plan, the establishment and designation of the Acquiring Fund and the Shares of each class, and the authorization for issuance and delivery of the Shares pursuant to the Plan. |
We also have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate of an officer of the Trust. We have not independently established any of the facts on which we have so relied.
For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have not verified any of those assumptions.
The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to the laws of the Commonwealth of Massachusetts and the provisions of the Investment Company Act of 1940, as amended, that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to, or effect on, any of the matters covered herein of any other laws.
Based upon and subject to the foregoing, we are of the opinion that (1) the Shares to be issued pursuant to the Registration Statement, when issued and delivered on the terms and conditions set forth in the Plan, will be validly issued and (2) shareholders of the Target Fund receiving the Shares in exchange for their shares in the Target Fund and in liquidation thereof will have no obligation to make further payments for their Shares or contributions to the Trust solely by reason of their ownership of the Shares.
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement. In giving our consent we do not thereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| |
| /s/ K&L Gates LLP |
