[FORM OF OPINION]
___________ __, 2009
Board of Trustees
The Advisors' Inner Circle Fund II
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Board of Trustees
Aberdeen Funds
5 Tower Bridge, Suite 300
300 Bar Harbor Drive
West Conshohocken, PA 19428
Re: Agreement and Plan of Reorganization, dated ___________ __,
2009 (the "Agreement"), between and among The Advisors' Inner
Circle Fund II, a Massachusetts business trust (the "AIC
Trust"), on behalf of its Aberdeen Emerging Markets Fund (the
"Reorganizing Fund"), and Aberdeen Funds, a Delaware statutory
trust (the "Aberdeen Trust"), on behalf of its Aberdeen
Emerging Markets Institutional Fund (the "Surviving Fund").
Ladies and Gentlemen:
You have requested our opinion as to certain U.S. federal
income tax consequences of the reorganization of the Reorganizing Fund and the
Surviving Fund (the "Reorganization"). The Reorganization will involve the
transfer of all of the assets of a Reorganizing Fund to the Surviving Fund, a
newly created series of the Aberdeen Trust, and the assumption of the
liabilities of the Reorganizing Fund by the Surviving Fund in exchange for
shares of beneficial interest of the Surviving Fund. These shares of the
Surviving Fund will be distributed to the shareholders of the Reorganizing Fund,
following which the Reorganizing Fund will be liquidated. In the distribution,
holders of shares of the Reorganizing Fund will receive shares of the Surviving
Fund.(1)
In rendering our opinion, we have reviewed and relied upon (a)
the Agreement, (b) the proxy materials provided to shareholders of the
Reorganizing Fund in connection with the recently held Special Meeting of
Shareholders, (c) certain representations concerning the Reorganization made to
us in letters from the AIC Trust and Aberdeen Trust dated ________ __, 2009
(collectively, the "Representation Letters"), (d) all other documents, financial
and other reports and corporate minutes that we deemed relevant or appropriate,
and (e) such statutes, regulations, rulings and decisions as we deemed material
with respect to this opinion. All terms used herein, unless otherwise defined,
are used as defined in the Agreement.
(1) In the Reorganization, shareholders of Institutional Class shares of the
Reorganizing Fund will receive newly organized shares of the Institutional Class
of the Surviving Fund.
For purposes of this opinion, we have assumed that the
Reorganizing Fund on the Closing Date of the Reorganization satisfy, and
following the Reorganization, the Surviving Fund will continue to satisfy, the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), for qualification as a regulated investment company.
Based on the foregoing and provided the specified
Reorganization is carried out in accordance with the applicable laws of the
Commonwealth of Massachusetts and the State of Delaware, the Agreement and the
Representation Letters, it is our opinion, with respect to the Reorganization
that:
1. The Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a) of the Code, and the
Reorganizing Fund and the Surviving Fund will each be a party to a
reorganization within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the Reorganizing Fund
upon the transfer of all of its assets to the Surviving Fund in exchange solely
for the Surviving Fund Shares and the assumption by the Surviving Fund of the
Reorganizing Fund's liabilities or upon the distribution of the Surviving Fund
Shares to the Reorganizing Fund's shareholders in exchange for their shares of
the Reorganizing Fund.
3. No gain or loss will be recognized by the Surviving Fund
upon the receipt by it of all of the assets of the Reorganizing Fund in exchange
solely for Surviving Fund Shares and the assumption by the Surviving Fund of the
liabilities of the Reorganizing Fund.
4. The adjusted tax basis of the assets of the Reorganizing
Fund received by the Surviving Fund will be the same as the adjusted tax basis
of such assets to the Reorganizing Fund immediately prior to the Reorganization.
5. The holding period of the assets of the Reorganizing Fund
received by the Surviving Fund will include the holding period of those assets
in the hands of the Reorganizing Fund immediately prior to the Reorganization.
6. No gain or loss will be recognized by the shareholders of
the Reorganizing Fund upon the exchange of their Reorganizing Fund Shares for
the Surviving Fund Shares (including fractional shares to which they may be
entitled) and the assumption by the Surviving Fund of the liabilities of the
Reorganizing Fund.
7. The aggregate adjusted tax basis of the Surviving Fund
Shares received by the shareholders of the Reorganizing Fund (including
fractional shares to which they may be entitled) pursuant to the Reorganization
will be the same as the aggregate adjusted tax basis of the Reorganizing Fund
Shares held by the Reorganizing Fund's shareholders immediately prior to the
Reorganization.
8. The holding period of the Surviving Fund Shares received by
the shareholders of the Reorganizing Fund (including fractional shares to which
they may be entitled) will include the holding period of the Reorganizing Fund
Shares surrendered in exchange therefore, provided that the Reorganizing Fund
Shares were held as a capital asset on the Closing Date.
Notwithstanding the foregoing opinions, no opinion is
expressed as to the effect of the Reorganization on (i) the Reorganizing Fund or
the Surviving Fund with respect to any asset as to which any unrealized gain or
loss is required to be recognized for U.S. federal income tax purposes at the
end of a taxable year (or on the termination or transfer thereof) under a
mark-to-market system of accounting and (ii) any shareholder of the Reorganizing
Fund that is required to recognize unrealized gains and losses for U.S. federal
income tax purposes under a mark-to-market system of accounting.
This opinion letter expresses our views only as to U.S.
federal income tax laws in effect as of the date hereof. It represents our best
legal judgment as to the matters addressed herein, but is not binding on the
Internal Revenue Service or the courts. Accordingly, no assurance can be given
that the opinions and analysis expressed herein, if contested, would be
sustained by a court. Our opinion is based upon the Code, the applicable
Treasury Regulations promulgated thereunder, the present position of the
Internal Revenue Service as set forth in published revenue rulings and revenue
procedures, present administrative positions of the Internal Revenue Service,
and existing judicial decisions, all of which are subject to change either
prospectively or retroactively. We do not undertake to make any continuing
analysis of the facts or relevant law following the date of this letter.
Our opinion is conditioned upon the performance by the AIC
Trust and Aberdeen Trust of their respective undertakings in the Agreement and
the Representation Letters.
This opinion is being rendered to Aberdeen Trust, on behalf of
the Surviving Fund, and the AIC Trust, on behalf of the Reorganizing Fund, and
may be relied upon only by the Aberdeen Trust, the AIC Trust, the Reorganizing
Fund, the Surviving Fund and their respective shareholders.
Very truly yours,