Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 16, 2001
Mutual Fund Group
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Agreement and Plan of Reorganization dated as of October 31,
2000 by Mutual Fund Group, on behalf of Chase Vista U.S.
Government Securities Fund and Chase Vista U.S. Treasury
Income Fund
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Ladies and Gentlemen:
We have acted as legal counsel for Mutual Fund Group (the "Trust"), a
Massachusetts business trust, Chase Vista U.S. Government Securities Fund
("Transferor Portfolio") and Chase Vista U.S. Treasury Income Fund ("Acquiring
Portfolio") in connection with the proposed transfer of the assets and
liabilities of Transferor Portfolio to Acquiring Portfolio pursuant to the
Agreement and Plan of Reorganization by the Trust, on behalf of Transferor
Portfolio and Acquiring Portfolio, dated as of October 31, 2000 (the "Plan").
Except as otherwise provided, any capitalized term not defined herein shall have
the meaning given to such term in the Plan.
In that connection, you have requested our opinion regarding the
material United States federal income tax consequences of the Reorganization. In
providing our opinion, we have examined the Plan, the Registration Statement
under the Securities Act of 1933 on form N-14, dated as of February 16, 2001,
related to the Plan, the Representation Letters (as hereinafter defined), and
such other documents and corporate records as we have deemed necessary or
appropriate for purposes of our opinion. In our examination of such documents
and in our reliance upon them in issuing this opinion, we have assumed, with
your consent, that all the documents submitted to us as photocopies or by
telecopy faithfully reproduce the originals thereof; that the originals are
authentic; that all such documents submitted to us have been or will be duly
executed and validly signed (or filed, where applicable) to the extent required
in substantially the same form as they have been provided to us; and that each
executed document will constitute the legal, valid, binding, and enforceable
agreement of the signatory parties.
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In rendering our opinion, we have also assumed that (i) the
Reorganization will be consummated in accordance with the provisions set forth
in the Plan, (ii) the statements concerning the Reorganization set forth in the
Plan and the Registration Statement are and will remain true, correct and
complete, (iii) the factual representations made to us by the Trust in its
letter to us dated the date hereof (the "Representation Letter"), and delivered
to us for purposes of this opinion are and will remain true, correct and
complete, and (iv) all obligations imposed on, or covenants agreed to by, the
parties pursuant to any of the documents have been or will be performed or
satisfied in accordance with their terms in all material respects.
Based upon the foregoing, in our opinion, for United States federal
income tax purposes:
(i) the Reorganization will constitute a reorganization within the
meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code"), with respect to Acquiring Portfolio and Transferor Portfolio;
(ii) no gain or loss will be recognized by Acquiring Portfolio or
Transferor Portfolio upon the transfer of all the assets and liabilities, if
any, of Transferor Portfolio to Acquiring Portfolio solely in exchange for
shares of Acquiring Portfolio or upon the distribution of the shares of
Acquiring Portfolio to the holders of the shares of Transferor Portfolio solely
in exchange for all of their shares of Transferor Portfolio;
(iii) no gain or loss will be recognized by the shareholders of
Transferor Portfolio upon the exchange of shares of Transferor Portfolio solely
for shares of Acquiring Portfolio pursuant to the Reorganization;
(iv) the tax basis of the shares of Acquiring Portfolio received by a
holder of shares of Transferor Portfolio pursuant to the Reorganization will be
the same as the tax basis of the Transferor Portfolio shares held by such holder
immediately prior to the Reorganization;
(v) the holding period of the shares of Acquiring Portfolio received
by a holder of the shares of Transferor Portfolio pursuant to the Reorganization
will be determined by including the period for which such holder held the shares
of Transferor Portfolio exchanged therefor (provided the shares of Transferor
Portfolio were held as a capital asset on the date of the Reorganization);
(vi) the tax basis of the assets acquired by Acquiring Portfolio from
Transferor Portfolio will be the same as the tax basis of those assets in the
hands of Transferor Portfolio immediately prior to the Reorganization; and
(vii) the holding period of the assets acquired by Acquiring Portfolio
from Transferor Portfolio will be determined by including the period such assets
were held by Transferor Portfolio.
The payment by The Chase Manhattan Bank of certain expenses of the
Trust and Transferor Portfolio and Acquiring Portfolio which are directly
related to the Reorganization (referred to in Section 9 of the Plan) will not
affect the opinions set forth above regarding the
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United States federal income tax consequences of the Reorganization. However, no
opinion is expressed as to any other United States federal income tax
consequences to any of the parties of the payment of such expenses by The Chase
Manhattan Bank.
The opinions expressed herein are based upon existing statutory,
regulatory and judicial authority, any of which may be changed at any time with
retroactive effect. Nevertheless, we undertake no responsibility to advise you
of any new developments in the application or interpretation of the United
States federal income tax laws. Our opinions are not binding upon the Internal
Revenue Service or the courts, and there is no assurance that the Internal
Revenue Service will not successfully assert a contrary position. In addition,
our opinions are based solely on the documents that we have examined, the
additional information that we have obtained, and the assumptions referred to
above, all of which we have assumed (without independent verification) are and
will be true, correct and complete as of the Effective Time of the
Reorganization. Our opinions may be adversely affected and cannot be relied upon
if any facts pertinent to the United States federal income tax treatment of the
Reorganization stated in such documents or in such additional information is, or
later becomes, inaccurate. Finally, our opinions are limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Reorganization or any other
transactions.
This opinion is given for the purpose of satisfying mutual closing
conditions set forth in Sections 6(d) and 7(f) of the Plan and is intended
solely for the benefit of the Trust; it may not be relied upon for any other
purpose or by any other person or entity (other than shareholders of Transferor
Portfolio who are receiving shares of Acquiring Portfolio pursuant to the terms
of the Plan), and may not be made available to any other person or entity
without our prior written consent.
We consent to the filing of this opinion as Exhibit 12 to the
Registration Statement and to the reference to our firm name in the section of
the Combined Prospectus/Proxy Statement contained in the Registration Statement
under the heading "Federal Income Tax Consequences." In giving such consent, we
do not admit that we are an "expert" within the meaning of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Sincerely,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
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Xxxxxxx Xxxxxxx & Xxxxxxxx
