Exhibit 12
DECHERT LLP
1717 Arch Street
Philadelphia, PA 19103-2793
FORM OF OPINION
We hereby consent to the filing of this form of opinion as an Exhibit to the
Registration Statement and to the references to this firm in the Information
About the Reorganization Section of the Registration Statement. In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act, as amended, or the
rules and regulations of the SEC thereunder.
April ___ , 2003
Board of Directors
Munder Bio(Tech)/2/ Fund, a series of
The Munder Funds, Inc.
480 Pierce Street
Birmingham, Michigan 48009
Board of Trustees
Munder Healthcare Fund, a series of
The Munder Framlington Funds Trust
480 Pierce Street
Birmingham, Michigan 48009
Dear Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to the Munder Bio(Tech)2 Fund ("Target"), a series of The Munder
Funds, Inc., a Maryland corporation ("Company"), to the holders of the shares of
Target ("Target Shareholders"), and to the Munder Healthcare Fund ("Acquiring
Fund"), also a series of The Munder Framlington Funds Trust, a Massachusetts
business trust ("Acquiring Trust"), in connection with the proposed transfer of
substantially all of the properties of Target to Acquiring Fund in exchange
solely for voting shares of beneficial interest of Acquiring Fund ("Acquiring
Fund Shares"), followed by the distribution of such Acquiring Fund Shares
received by Target in complete liquidation and termination of Target
("Reorganization"), all pursuant to the Agreement and Plan of Reorganization
("Plan") dated as of _______, 2003, executed by Target Company on behalf of
Target and by Acquiring Trust on behalf of Acquiring Fund.
For purposes of this opinion, we have examined and rely upon (1) the Plan,
(2) the Form N-14 filed by Acquiring Fund on March ___, 2003, with the
Securities and Exchange Commission, (3)
Boards of Directors/Trustees
April __, 2003
Page 2
the related combined Proxy Statement and Prospectus to be dated March ___, 2003,
(4) the facts and representations contained in the letter dated on or about the
date hereof addressed to us from Acquiring Trust on behalf of Acquiring Fund,
(5) the facts and representations contained in the letter dated on or about the
date hereof addressed to us from Target Company on behalf of Target, and (6)
such other documents and instruments as we have deemed necessary or appropriate
for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
("Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the properties of
Target in exchange solely for Acquiring Fund Shares followed by the
distribution of Acquiring Fund Shares to the Target Shareholders in
exchange for their Target shares in complete liquidation and termination of
Target will constitute a reorganization within the meaning of section
368(a) of the Code. Target and Acquiring Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code.
2. Target will not recognize gain or loss upon the transfer of substantially
all of its assets to Acquiring Fund in exchange solely for Acquiring Fund
Shares except to the extent that Target's assets consist of contracts
described in section 1256(b) of the Code ("Section 1256 Contracts"); Target
will be required to recognize gain or loss on the transfer of any such
Section 1256 contracts to Acquiring Fund pursuant to the Reorganization as
if such Section 1256 contracts were sold to Acquiring Fund on the effective
date of the Reorganization at their fair market value. Target will not
recognize gain or loss upon the distribution to its shareholders of the
Acquiring Fund Shares received by Target in the Reorganization. We do not
express any opinion as to whether any accrued market discount will be
required to be recognized as ordinary income.
3. Acquiring Fund will recognize no gain or loss upon receiving the properties
of Target in exchange solely for Acquiring Fund Shares.
4. The aggregated adjusted basis to Acquiring Fund of the properties of Target
received by Acquiring Fund in the Reorganization will be the same as the
aggregate adjusted basis of those properties in the hands of Target
immediately before the exchange.
5. Acquiring Fund's holding periods with respect to the properties of Target
that Acquiring Fund acquires in the transaction will include the respective
periods for which those properties were held by Target (except where
investment activities of Acquiring Fund have the effect of reducing or
eliminating a holding period with respect to an asset).
6. The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.
Boards of Directors/Trustees
April __, 2003
Page 3
7. The aggregate basis of the Acquiring Fund Shares received by a Target
Shareholder in the transaction will be the same as the aggregate basis of
Target shares surrendered by the Target Shareholder in exchange therefor.
8. A Target Shareholder's holding period for the Acquiring Fund Shares
received by the Target Shareholder in the transaction will include the
holding period during which the Target Shareholder held Target shares
surrendered in exchange therefor, provided that the Target Shareholder held
such shares as a capital asset on the date of Reorganization.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,