Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 16, 2001
Mutual Fund Investment Trust
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
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 and between Mutual Fund Investment Trust and Mutual
Fund Group
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Ladies and Gentlemen:
We have acted as legal counsel for Mutual Fund Investment Trust
("Transferor Trust"), a Massachusetts business trust, Chase Small Capitalization
Fund ("Transferor Portfolio"), Mutual Fund Group ("Acquiring Trust"), a
Massachusetts business trust, and Chase Vista Small Cap Equity 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 Transferor Trust and Acquiring Trust,
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
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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.
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 Acquiring Trust and Transferor Trust in
their respective letters to us each dated the date hereof, and delivered to us
for purposes of this opinion are and will remain true, correct and complete
(such letters, collectively, the "Representation Letters"), 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
3
(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 Transferor
Trust and Transferor Portfolio and Acquiring Trust 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 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 Transferor Trust and Acquiring 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
