MORGAN LEWIS
FORM OF TAX OPINION
[DATE]
Board of Trustees
Gallery Trust
One Freedom Valley Drive
Oaks, PA 19456
Board of Trustees
Delaware Pooled Trust
2005 Market Street, 9th Floor
Philadelphia, PA 19103
RE: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF [DATE] (THE
"AGREEMENT"), BETWEEN AND AMONG GALLERY TRUST, A DELAWARE STATUTORY TRUST
("GT"), ON BEHALF OF ITS SERIES, THE MONDRIAN INTERNATIONAL EQUITY FUND
(THE "ACQUIRING FUND"), AND DELAWARE POOLED TRUST, A DELAWARE STATUTORY
TRUST ("DPT"), ON BEHALF OF ITS SERIES, THE INTERNATIONAL EQUITY PORTFOLIO
(THE "TARGET FUND"), AND SOLELY FOR THE PURPOSES OF SECTION[S] [9.2] OF THE
AGREEMENT, MONDRIAN INVESTMENT PARTNERS LIMITED, [A DELAWARE LIMITED
LIABILITY COMPANY] ("MONDRIAN"), INVESTMENT ADVISER OF THE ACQUIRING FUND
AND INVESTMENT SUB-ADVISER OF THE TARGET FUND.
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Ladies and Gentlemen:
You have requested our opinion as to certain U.S. federal income tax
consequences of the reorganization of the Target Fund and the Acquiring Fund
(the "Reorganization"). The Reorganization will involve the transfer of all of
the assets of the Target Fund to the Acquiring Fund and the assumption of the
liabilities of the Target Fund by the Acquiring Fund in exchange for shares of
beneficial interest of the Acquiring Fund. The shares of the Acquiring Fund will
be distributed to the shareholders of the Target Fund, following which the
Target Fund will be liquidated. In the distribution, holders of shares of the
Target Fund will receive shares of the Acquiring Fund.
In rendering our opinion, we have reviewed and relied upon (a) the
Agreement, (b) the proxy materials provided to shareholders of the Target Fund
in connection with the recently held Special Meeting of Shareholders, (c)
certain representations concerning the Reorganization made to us in letters from
DPT and GT dated [DATE] (collectively, the "Representation Letters"), (d) all
other documents, financial and other reports and corporate minutes that we
deemed relevant or appropriate, (collectively (a) - (d), the "Documents") and
(e) such statutes, regulations, rulings and decisions as we deemed material with
respect to this opinion. We have assumed that the Documents and Representation
Letters present all material and relevant facts relating to the Reorganization.
All terms used herein, unless otherwise defined, are used as defined in the
Agreement.
For purposes of this opinion, we have assumed that the Target Fund on the
Closing of the Reorganization will satisfy, and following the Reorganization,
the Acquiring 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. We have also assumed the accuracy and
completeness of the information contained in the Documents. As to various
matters of fact that are material to this opinion, we have relied, exclusively
and without independent verification on the representations and warranties made
in the Agreement by the Target Fund and the Acquiring Fund, as being true and
correct in all material respects as of the Closing Date.
Based on the foregoing and provided the specified Reorganization is carried
out in accordance with the applicable laws of the State of Delaware, the
Agreement and the Representation Letters, it is our opinion, with respect to the
Reorganization that:
1. The acquisition by the Acquiring Fund of all of the assets of the Target
Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares
and the assumption by the Acquiring Fund of all of the liabilities of the Target
Fund, followed by the distribution by the Target Fund to its shareholders of the
Acquiring Fund shares in complete liquidation of the Target Fund, will qualify
as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and
the Target Fund and the Acquiring Fund each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the Target Fund upon the transfer
of all of its assets to, and assumption of all of its liabilities by, the
Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section
361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by the Acquiring Fund upon the
receipt by it of all of the assets of the Target Fund in exchange solely for the
assumption of all of the liabilities of the Target Fund and issuance of the
Acquiring Fund shares pursuant to Section 1032(a) of the Code.
4. No gain or loss will be recognized by the Target Fund upon the
distribution of the Acquiring Fund shares by the Target Fund to its shareholders
in complete liquidation (in pursuance of the Agreement) pursuant to Section
361(c)(1) of the Code.
5. The tax basis of the assets of the Target Fund received by the Acquiring
Fund will be the same as the tax basis of such assets in the hands of the Target
Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
6. The holding periods of the assets of the Target Fund in the hands of the
Acquiring Fund will include the periods during which such assets were held by
the Target Fund pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of the Target
Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund
shares (including fractional shares to which they may be entitled) pursuant to
Section 354(a) of the Code.
8. The aggregate tax basis of the Acquiring Fund shares received by a
shareholder of the Target Fund (including fractional shares to which they may be
entitled) will be the same as the aggregate tax basis of the Target Fund shares
exchanged therefor pursuant to Section 358(a)(1) of the Code.
9. The holding period of the Acquiring Fund shares received by a
shareholder of the Target Fund (including fractional shares to which they may be
entitled) will include the holding period of the Target Fund shares exchanged
therefor, provided that the shareholder held the Target Fund shares as a capital
asset on the date of the exchange pursuant to Section 1223(1) of the Code.
10. The Acquiring Fund will succeed to and take into account the items of
the Target Fund described in Section 381(c) of the Code.
No opinion is expressed as to the effect of the Reorganization on the
Target Fund, the Acquiring Fund or any shareholder of the Target Fund with
respect to any asset as to which unrealized gain or loss is required to be
recognized for 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.
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 DPT and GT of their
respective undertakings in the Agreement and the Representation Letters.
Our opinion addresses only the specific federal income tax consequences of
the Reorganization set forth above and does not address any other federal, or
any state, local, or foreign, tax consequences of the Reorganization or any
other action (including any taken in connection therewith). This opinion is
being rendered to GT, on behalf of the Acquiring Fund, and to DPT, on behalf of
the Target Fund, and may be relied upon only by GT, DPT, the Target Fund, and
the Acquiring Fund and may not be relied on for any purpose by any other person
without express written consent.
Very truly yours,