Exhibit (12)(b)
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-1808
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January 9, 2004
▇▇▇▇▇ ▇▇▇▇▇ Growth Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
▇▇▇▇▇ ▇▇▇▇▇ Growth Trust, a Massachusetts business trust ("Trust"), on
behalf of ▇▇▇▇▇ ▇▇▇▇▇ Small-Cap Fund (the "Acquired Fund") and on behalf of
▇▇▇▇▇ ▇▇▇▇▇-Atlanta Capital Small-Cap Fund (the "Acquiring Fund") each a
segregated portfolio of assets ("series") thereof (each a "Fund"), has requested
our opinion as to certain federal income tax consequences of a transaction (the
"Reorganization") in which the Acquiring Fund will acquire all of the assets of
the Acquired Fund in exchange solely for shares of beneficial interest in the
Acquiring Fund ("Acquiring Fund Shares") and the assumption by the Acquiring
Fund of all of the liabilities of the Acquired Fund pursuant to a Plan of
Reorganization ("Plan") entered into by the Trust on behalf of the Funds on
October 20, 2003.
In rendering this opinion, we have examined the Plan, the currently
effective prospectus and statement of additional information of the Acquired
Fund and the Acquiring Fund, the Funds' Prospectus and Information Statement
dated November 20, 2003, and such other documents as we have deemed necessary.
We have also relied, with your consent, on representations of officers of the
Trust.
OPINION
-------
Based solely on the facts and representations set forth in the reviewed
documents and the representations of officers of the Trust, and assuming that
(i) those representations are true on the date of the Reorganization and (ii)
the Reorganization is consummated in accordance with the Plan, our opinion with
respect to the federal income tax consequences of the Reorganization is as
follows.
(1) The Acquiring Fund's acquisition of all of the Acquired Fund's
assets in exchange solely for Acquiring Fund Shares and the assumption
by the Acquiring Fund of all liabilities of the Acquired Fund,
followed by the distribution of those Acquiring Fund Shares pro rata
to the shareholders of the Acquired Fund constructively in exchange
for their Acquired Fund shares, will qualify as a "reorganization"
within the meaning of section 368(a)(1)(C) of the Code, and each Fund
will be a "party to a reorganization" within the meaning of section
368(b) of the Code;
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇ Growth Trust
January 9, 2004
Page 2
(2) No gain or loss will be recognized by the Acquired Fund on the
transfer of its assets to the Acquiring Fund in exchange solely for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Acquired Fund's liabilities or on the subsequent distribution of those
Acquiring Fund Shares to the Acquired Fund's shareholders in exchange
for their Acquired Fund shares;
(3) No gain or loss will be recognized by the Acquiring Fund on its
receipt of the assets from the Acquired Fund in exchange solely for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Acquired Fund's liabilities;
(4) The Acquiring Fund's basis for each transferred asset will be the
same as the basis of that asset in the Acquired Fund's hands
immediately before the Reorganization, and the Acquiring Fund's
holding period for that asset will include the period during which
that asset was held by the Acquired Fund;
(5) No gain or loss will be recognized by an Acquired Fund shareholder
on the constructive exchange of all the shareholder's Acquired Fund
shares solely for Acquiring Fund Shares pursuant to the
Reorganization; and
(6) An Acquired Fund shareholder's aggregate basis for Acquiring Fund
Shares to be received by the shareholder in the Reorganization will be
the same as the aggregate basis for the shareholder's Acquired Fund
shares to be constructively surrendered in exchange for those
Acquiring Fund Shares; and the shareholder's holding period for those
Acquiring Fund Shares will in each instance include the shareholder's
holding period for those Acquired Fund shares, provided they are held
as capital assets by the shareholder on the date of the
Reorganization.
Notwithstanding paragraphs (2) and (4) above, no opinion is expressed as to
the effect of the Reorganization on Acquired Fund, Acquiring Fund or any
Acquired Fund shareholder with respect to any asset as to which any 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.
The foregoing opinion is based on, and is conditioned on the continued
applicability of, the provisions of the Code and the regulations thereunder,
judicial decisions, and rulings and other pronouncements of the Internal Revenue
Service in existence on the date hereof. All the foregoing authorities are
subject to change or modification that can be applied retroactively and thus
also could affect our opinion; we assume no responsibility to update our opinion
with respect to any such change or modification. We express no opinion other
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇ Growth Trust
January 9, 2004
Page 3
than those contained herein. Our opinion also is applicable only to the extent
each Fund is solvent, and we express no opinion about the tax treatment of the
transactions described herein if either Fund is insolvent. Our opinion is solely
for the addressee's information and use and may not be relied on for any purpose
by any other person without our express written consent.
We hereby consent to this opinion accompanying the Registration Statement
when it is filed with the SEC and to the reference to our firm in the
Registration Statement.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
