We have acted as counsel
for the Fund, in connection with the issuance of units of fractional undivided interest in the units of the Fund (the “Units”),
under a trust agreement dated as of the date of this opinion (the “Indenture”) among Advisors Asset Management, Inc., as depositor,
evaluator and supervisor (the “Depositor”) and The Bank of New York Mellon, as trustee (the “Trustee”). This opinion
applies only to Ubiquitous Strategy Portfolio — 15 Month, CDA Series 2023-4Q (the “Trust”). Holders of beneficial interests
in the Trust are referred to herein as the “Unitholders.”
In this connection, we have
examined the registration statement and the prospectus for the Fund (the “Prospectus”), the Indenture, and such other instruments
and documents, as we have deemed pertinent (the “Transaction Documents”). For purposes of this opinion, we are assuming that
the Trust will at all times be operated in accordance with the Indenture and the Prospectus and that the parties to the Indenture will
at all times fully comply with the terms of the Indenture. Failure to operate the Trust at all times in accordance with the Indenture
and the Prospectus or failure to comply fully at all times with the terms of the Indenture could result in tax treatment different from
that described below.
You have informed us, and
we are assuming that the assets of the Trust will consist of a portfolio as set forth in the Prospectus. All of the assets of the Trust
constitute the Trust’s “Trust Assets.” You have not requested us to examine, and accordingly we have not examined, any
of the Trust Assets and express no opinion as to the Federal or state income tax treatment thereof.
The Transaction Documents
include certain representations by the Depositor and the Trustee with respect to which we have no independent knowledge and have done
no independent investigation. Such representations include, without limitation, that: (i) the Trust will acquire and hold Trust Assets
solely for the account of the Unitholders; (ii) the activities of the Trust will consist of the investment of funds in the Trust Assets,
the collection of the income and proceeds from such investments, and the incidental replacement of Trust Assets and temporary reinvestment
of proceeds under limited and specified circumstances; and (iii) the Trust has not and will not (a) establish an office, (b) hire employees,
or (c) conduct any acts not permitted by the Indenture.
Based upon the foregoing
and assuming the accuracy of the aforementioned representations and assumptions on the date hereof as well as continuing satisfaction
of such representations and assumptions, and based upon an investigation of such matters of law as we consider to be applicable:
are of the opinion that, under existing United States Federal income tax law, the Trust is not an association taxable as a corporation
for Federal income tax purposes but will be classified as a grantor trust and will be governed by the provisions of subpart E of Part
I of subchapter J (relating to trusts) of chapter 1, of the Internal Revenue Code of 1986 (the “Code”).
671 of the Code provides that, where a trust grantor is treated as the owner of any portion of a trust, there shall then be included in
computing the taxable income and credits of the grantor those items of income, deductions and credits against tax of the trust which are
attributable to that portion of the trust to the extent that such items would be taken into account under the Code in computing taxable
income or credits against the tax of an individual. Each Unitholder is treated as the owner of a pro rata portion of the Trust under Section
676 of the Code. Therefore, a Unitholder will be considered as owning a pro rata share of each of the Trust Assets in the proportion that
the number of Units held by him or her bears to the total number of Units outstanding. We are of the opinion that, under existing United
States Federal income tax law, (a) under subpart E of Part I of subchapter J of chapter 1 of the Code, income of the Trust will be treated
as income of each Unitholder in the proportion described above, and an item of Trust income will have the same character in the hands
of a Unitholder as it would have if the Unitholder directly owned a pro rata portion of the Trust Assets and (b) each Unitholder will
be considered to have received his or her pro rata share of income derived from each Trust Asset when such income would be considered
to be received by the Unitholder if the Unitholder directly owned a pro rata portion of the Trust Assets.
the discussion in the section of the Prospectus regarding the Federal income tax consequences of owning Units of the Trust does not purport
to discuss all possible United States Federal income tax consequences of the purchase, ownership and disposition of Units, in our opinion,
under existing United States Federal income tax law, such section, taken as a whole, is an accurate summary in all material respects,
to the extent that the discussion constitutes statements of law or legal conclusions with respect to United States Federal income tax
matters. In this regard, please note that (a) we have not examined any of the Trust Assets and we are therefore unable to express an opinion,
and we express
no opinion as to the Federal income tax
treatment thereof and (b) the Federal income tax discussion in the Prospectus depends in part on the facts peculiar to individual Unitholders
of which we have made no investigation and have no knowledge.
upon the existing laws of the State of New York and The City of New York, administrative interpretations thereof and court decisions as
of the date hereof, we are of the opinion that:
(a) The Trust will not be subject
to the New York State franchise tax imposed on domestic and foreign corporations by Article 9-A of the New York State Tax Law.
(b) The Trust will not have taxable
income subject to the New York State personal income tax imposed by Article 22 of the New York State Tax Law.
(c) The Trust will not be subject
to the unincorporated business tax imposed by Section 11-503 of the Administrative Code of The City of New York (the “Administrative
(d) The Trust will not be subject
to the general corporation tax imposed by The City of New York on domestic and foreign corporations under Section 11-603 or 11-653 of
the Administrative Code.
(e) The Trust will not have taxable
income subject to the personal income tax imposed by The City of New York under Section 11-1701 of the Administrative Code.
Our opinion is based on
the Code, applicable state and local laws, the regulations promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in such laws, the regulations promulgated thereunder and other relevant authorities and
law may cause the tax treatment of the transaction to be materially different from that described above. This opinion is given as of the
date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Our
opinion represents only our legal judgment, is not a guarantee of a result and, unlike a tax ruling, is binding neither on the Internal
Revenue Service, state or local taxing authorities nor a court of law, and has no official status of any kind. The Internal Revenue Service,
state or local taxing authorities or a court of law could disagree with the opinion expressed herein. Although we believe that, in a properly
presented case, the opinion expressed herein would be found to be correct if challenged, there can be no assurance that this will be the
case. In evaluating these tax issues, we have not taken into account the possibility that a tax return will not be audited, that an issue
will not be raised on audit, or that an issue will be resolved through settlement if raised.
This opinion, as qualified
herein, covers only the opinions expressly contained herein, and we express no opinion with respect to any other considerations which
may arise relating to the
transaction, any other taxes or any other matters
arising under United States Federal, state, local or foreign law.
The Committee on Legal Opinions
of the American Bar Association promulgated the “Third-Party Legal Opinion Report, Including the Legal Opinion Accord,” (the
“ABA Guidelines”) in 1991. Among other things, the ABA Guidelines provide that attorneys should not provide legal opinions
as to matters of fact or financial or economic forecasts (or similar predictions). In this regard, matters discussed expressly or implicitly
within this letter which are determined to be matters of fact or financial or economic forecasts (or similar predictions) should be interpreted
to be a confirmation of our understanding and a statement of our belief rather than a legal opinion, regardless of the language used.
Chapman and Cutler LLP does
not and will not impose any limitation on the disclosure of the tax treatment or tax structure of any transaction relating to this matter.