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
Mutual Fund Investment Trust
1211 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Agreement and Plan of Reorganization dated as of October 31,
2000 by and between Mutual Fund Group and Mutual Fund
Investment Trust
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as legal counsel for Mutual Fund Group
("Transferor Trust"), a Massachusetts business trust, Chase Vista Equity Growth
Fund ("Transferor Portfolio"), Mutual Fund Investment Trust ("Acquiring Trust"),
a Massachusetts business trust, and Chase Equity Growth 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
2
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
-------------------------------
Xxxxxxx Xxxxxxx & Xxxxxxxx
