[SRSY LOGO] Xxxxxxxx Xxxxx Xxxxxxx & Xxxxx, LLP
STRADLEY 0000 Xxx Xxxxxxxx Xxxxxx
XXXXX
Xxxxxxxxxxxx, XX 00000-0000
ATTORNEYS AT LAW
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx X. Xxxxxxx, III
XXxxxxxx@xxxxxxxx.xxx
000-000-0000
April 28, 2003
Board of Trustees
Market Street Fund
000 Xxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 19713
Board of Trustees
Gartmore Variable Insurance Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 19428
Re: Agreement and Plan of Reorganization (the "Plan") dated as of
October 30, 2002, by and between Market Street Fund, a Delaware
statutory trust ("Market Street"), on behalf of its series,
International Portfolio and Equity 500 Index Portfolio (the
"Acquired Portfolios" and, singly, an "Acquired Portfolio") and
Gartmore Variable Insurance Trust, a Massachusetts business trust
("GVIT"), on behalf of its series, Dreyfus GVIT International
Value Fund and Gartmore GVIT Equity 500 Index Fund (the
"Acquiring Portfolios" and, singly, an "Acquiring Portfolio").
-----------------------------------------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of the reorganizations of the Acquired Portfolios (singly or
together, as the context requires, the "Reorganization"), which will consist of:
(i) the transfer by each Acquired Portfolio of all of the assets belonging to
such Portfolio, and the assignment of Stated Liabilities belonging to such
Portfolio, to its corresponding Acquiring Portfolio in exchange for Class IV
shares of beneficial interest, without par value, of such corresponding
Acquiring Portfolio ("Acquiring Portfolio Shares"), which are voting securities;
(ii) the distribution of Acquiring Portfolio Shares by each Acquired Portfolio
to the shareholders of such Acquired Portfolio according to their respective
interests in complete liquidation of such Acquired Portfolio; and (iii) the
dissolution of the Acquired Portfolios as soon as is practicable after the
closing date of the reorganization (the "Reorganization") all upon and subject
to the terms and conditions of the Plan.
In rendering our opinion, we have reviewed and relied upon: (a) the Plan,
made as of the 30th day of October, 2002, by and between Market Street and GVIT;
(b) the proxy materials
Philadelphia, PA o Malvern, PA o Wilmington, DE o Cherry Hill, NJ o Washington, DC
A Pennsylvania Limited Liability Partnership
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 2
provided to shareholders of the Acquired Portfolios in connection with the
Special Shareholders' Meeting of the Acquired Portfolios held on February 21,
2003; (c) certain representations concerning the Reorganization made to us by
Market Street and GVIT in a letter dated April 28, 2003 (the "Representation
Letter"); (d) all other documents, financial and other reports and corporate
minutes we deemed relevant or appropriate; and (e) such statutes, regulations,
rulings and decisions as we deemed material in rendering this opinion. All
capitalized terms used herein, unless otherwise defined, are used as defined in
the Plan.
The Acquired Portfolios and the Acquiring Portfolios correspond to one
another as follows:
-------------------------- --------------- -------------------------------------
International Portfolio Corresponds to Dreyfus GVIT International Value Fund
-------------------------- --------------- -------------------------------------
Equity 500 Index Portfolio Corresponds to Gartmore GVIT Equity 500 Index Fund
-------------------------- --------------- -------------------------------------
For purposes of this opinion, we have assumed that the Acquired Portfolios,
on the closing date of the Reorganization, satisfy, and immediately following
the closing, the Acquiring Portfolios will continue to satisfy, the requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
for qualification as regulated investment companies.
Based on the foregoing, and provided the Reorganization is carried out in
accordance with the applicable laws of the Commonwealth of Massachusetts and the
State of Delaware, the terms of the Plan and the statements in the
Representation Letter, for each Acquired Portfolio and corresponding Acquiring
Portfolio it is our opinion that:
1. The acquisition by the Acquiring Portfolio of all of the assets of the
Acquired Portfolio, as provided for in the Plan, in exchange for the Acquiring
Portfolio Shares and the assumption by the Acquiring Portfolio of the Stated
Liabilities of the Acquired Portfolio, followed by the distribution by the
Acquired Portfolio to its shareholders of the Acquiring Portfolio Shares in
complete liquidation of the Acquired Portfolio, will qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Code, and the Acquired
Portfolio and the Acquiring Portfolio each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the Acquired Portfolio upon the
transfer of all of its assets to, and assumption of its stated liabilities by,
the Acquiring Portfolio in exchange solely for the Acquiring Portfolio Shares
pursuant to Section 361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by the Acquiring Portfolio upon the
receipt by it of all of the assets of the Acquired Portfolio in exchange solely
for the Acquiring Portfolio Shares pursuant to Section 1032(a) of the Code.
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 3
4. No gain or loss will be recognized by the Acquired Portfolio upon the
distribution of the Acquiring Portfolio Shares to its shareholders in complete
liquidation of the Acquired Portfolio (in pursuance of the Plan) pursuant to
Section 361(c)(1) of the Code.
5. The basis of the assets of the Acquired Portfolio received by the
Acquiring Portfolio will be the same as the basis of these assets to the
Acquired Portfolio immediately prior to the exchange pursuant to Section 362(b)
of the Code.
6. The holding period of the assets of the Acquired Portfolio received by
the Acquiring Portfolio will include the period during which such assets were
held by the Acquired Portfolio pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of the Acquired
Portfolio upon the exchange of their shares in the Acquired Portfolio ("Acquired
Portfolio Shares") for the Acquiring Portfolio Shares (including fractional
shares to which they may be entitled), pursuant to Section 354(a) of the Code.
8. The basis of the Acquiring Portfolio Shares received by the shareholders
of the Acquired Portfolio (including fractional shares to which they may be
entitled) will be the same as the basis of the Acquired Portfolio Shares
exchanged therefor pursuant to Section 358(a)(1) of the Code.
9. The holding period of the Acquiring Portfolio Shares received by the
shareholders of the Acquired Portfolio (including fractional shares to which
they may be entitled) will include the holding period of the Acquired Portfolio
Shares surrendered in exchange therefor, provided that the Acquired Portfolio
Shares were held as a capital asset on the Closing of the Reorganization
pursuant to Section 1223(1) of the Code.
10. The Acquiring Portfolio will succeed to and take into account, as of
the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax
regulations issued by the United States Department of the Treasury (the "Income
Tax Regulations"), the items of the Acquired Portfolio described in Section
381(c) of the Code.
Our opinion is based upon the Code, the applicable Income Tax Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth in published revenue rulings and revenue procedures, present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.
Our opinion is conditioned upon the performance by XXXX, on behalf of the
Acquiring Portfolio, and Market Street, on behalf of the corresponding Acquired
Portfolio, of their undertakings in the Plan and the Representation Letter. Our
opinion is limited to the transactions incident to the Reorganization described
herein, and no opinion is rendered with respect to (i) any other transaction or
(ii) the effect, if any, of the Reorganization (and/or the transactions
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 4
incident thereto) on any other transaction and/or the effect, if any, of any
such other transaction on the Reorganization.
This opinion is being rendered to the Acquiring Portfolio and the
corresponding Acquired Portfolio and may be relied upon only by such Portfolios
and the shareholders of each. We hereby consent to the use of this opinion as an
exhibit to the Registration Statement of GVIT on Form N-14, and any amendments
thereto, covering the registration of the shares of GVIT under the Securities
Act of 1933, as amended, to be issued in the Reorganization.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By:
-----------------------------------
Xxxxxxx X. Xxxxxxx, III, a partner
[SRSY LOGO] Xxxxxxxx Xxxxx Xxxxxxx & Xxxxx, LLP
STRADLEY 0000 Xxx Xxxxxxxx Xxxxxx
XXXXX
Xxxxxxxxxxxx, XX 00000-0000
ATTORNEYS AT LAW
Telephone (000) 000-0000
Fax (000) 000-0000
Xxxxxxx X. Xxxxxxx, III
XXxxxxxx@xxxxxxxx.xxx
000-000-0000
April 28, 2003
Board of Trustees
Market Street Fund
000 Xxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 19713
Board of Trustees
Gartmore Variable Insurance Trust
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 19428
Re: Agreement and Plan of Reorganization (the "Plan") dated as of
October 30, 2002, by and between Market Street Fund, a Delaware
statutory trust ("Market Street"), on behalf of its series, All
Pro Broad Equity Portfolio, All Pro Large Cap Growth Portfolio,
All Pro Large Cap Value Portfolio, All Pro Small Cap Growth
Portfolio, All Pro Small Cap Value Portfolio, Mid Cap Growth
Portfolio, Balanced Portfolio, Bond Portfolio, Money Market
Portfolio (the "Acquired Portfolios" and, singly, an "Acquired
Portfolio") and Gartmore Variable Insurance Trust, a
Massachusetts business trust ("GVIT"), on behalf of its series,
Gartmore GVIT Total Return Fund, Gartmore GVIT Growth Fund,
Xxxxxxxx GVIT Value Fund, GVIT Small Company Fund, GVIT Small Cap
Value Fund, Strong GVIT Mid Cap Growth Fund, XX Xxxxxx GVIT
Balanced Fund, Gartmore GVIT Government Bond Fund, Gartmore GVIT
Money Market Fund (the "Acquiring Portfolios" and, singly, an
"Acquiring Portfolio").
-----------------------------------------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of the reorganizations of the Acquired Portfolios (singly or
together, as the context requires, the "Reorganization"), which will consist of:
(i) the transfer by each Acquired Portfolio of all of the assets belonging to
such Portfolio, and the assignment of Stated Liabilities belonging to such
Portfolio, to its corresponding Acquiring Portfolio in exchange for Class IV
shares of beneficial
Philadelphia, PA o Malvern, PA o Wilmington, DE o Cherry Hill, NJ o Washington, DC
A Pennsylvania Limited Liability Partnership
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 2
interest, without par value, of such corresponding Acquiring Portfolio
("Acquiring Portfolio Shares"), which are voting securities; (ii) the
distribution of Acquiring Portfolio Shares by each Acquired Portfolio to the
shareholders of such Acquired Portfolio according to their respective interests
in complete liquidation of such Acquired Portfolio; and (iii) the dissolution of
the Acquired Portfolios as soon as is practicable after the closing date of the
reorganization (the "Reorganization") all upon and subject to the terms and
conditions of the Plan.
The Acquired Portfolios and the Acquiring Portfolios correspond to one
another as follows:
----------------------------------- --------------- -------------------------------
All Pro Broad Equity Portfolio Corresponds to Gartmore GVIT Total Return Fund
----------------------------------- --------------- -------------------------------
All Pro Large Cap Growth Portfolio Corresponds to Gartmore GVIT Growth Fund
----------------------------------- --------------- -------------------------------
All Pro Large Cap Value Portfolio Corresponds to Xxxxxxxx GVIT Value Fund
----------------------------------- --------------- -------------------------------
All Pro Small Cap Growth Portfolio Corresponds to GVIT Small Company Fund
----------------------------------- --------------- -------------------------------
All Pro Small Cap Value Portfolio Corresponds to GVIT Small Cap Value Fund
----------------------------------- --------------- -------------------------------
Mid Cap Growth Portfolio Corresponds to Strong GVIT Mid Cap Growth Fund
----------------------------------- --------------- -------------------------------
Balanced Portfolio Corresponds to XX Xxxxxx GVIT Balanced Fund
----------------------------------- --------------- -------------------------------
Bond Portfolio Corresponds to Gartmore GVIT Government Bond
Fund
----------------------------------- --------------- -------------------------------
Money Market Portfolio Corresponds to Gartmore GVIT Money Market Fund
----------------------------------- --------------- -------------------------------
In rendering our opinion, we have reviewed and relied upon: (a) the Plan,
made as of the 30th day of October, 2002, by and between Market Street and GVIT;
(b) the proxy materials provided to shareholders of the Acquired Portfolios in
connection with the Special Shareholders' Meeting of the Acquired Portfolios
held on February 21, 2003; (c) certain representations concerning the
Reorganization made to us by Market Street and GVIT in a letter dated April 28,
2003 (the "Representation Letter"); (d) all other documents, financial and other
reports and corporate minutes we deemed relevant or appropriate; and (e) such
statutes, regulations, rulings and decisions as we deemed material in rendering
this opinion. All capitalized terms used herein, unless otherwise defined, are
used as defined in the Plan.
For purposes of this opinion, we have assumed that the Acquired Portfolios,
on the closing date of the Reorganization, satisfy, and immediately following
the closing, the Acquiring Portfolios will continue to satisfy, the requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
for qualification as regulated investment companies.
Based on the foregoing, and provided the Reorganization is carried out in
accordance with the applicable laws of the Commonwealth of Massachusetts and the
State of Delaware, the terms of the Plan and the statements in the
Representation Letter, for each Acquired Portfolio and corresponding Acquiring
Portfolio it is our opinion that:
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 3
1. The acquisition by the Acquiring Portfolio of all of the assets of the
Acquired Portfolio as provided for in the Plan in exchange for the Acquiring
Portfolio Shares and the assumption by the Acquiring Portfolio of the Stated
Liabilities, followed by the distribution by the Acquired Portfolio to its
shareholders of the Acquiring Portfolio Shares in complete liquidation of the
Acquired Portfolio, will qualify as a reorganization within the meaning of
Section 368(a)(1) of the Code, and the Acquired Portfolio and the Acquiring
Portfolio each will be a "party to the reorganization" within the meaning of
Section 368(b) of the Code.
2. No gain or loss will be recognized by the Acquired Portfolio upon the
transfer of substantially all of its assets to, and assumption of its stated
liabilities by, the Acquiring Portfolio in exchange solely for the Acquiring
Portfolio Shares pursuant to Section 361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by the Acquiring Portfolio upon the
receipt by it of substantially all of the assets of the Acquired Portfolio in
exchange solely for the Acquiring Portfolio Shares pursuant to Section 1032(a)
of the Code.
4. No gain or loss will be recognized by the Acquired Portfolio upon the
distribution of the Acquiring Portfolio Shares to its shareholders in complete
liquidation of the Acquired Portfolio (in pursuance of the Plan) pursuant to
Section 361(c)(1) of the Code.
5. The basis of the assets of the Acquired Portfolio received by the
Acquiring Portfolio will be the same as the basis of these assets to the
Acquired Portfolio immediately prior to the exchange pursuant to Section 362(b)
of the Code.
6. The holding period of the assets of the Acquired Portfolio received by
the Acquiring Portfolio will include the period during which such assets were
held by the Acquired Portfolio pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of the Acquired
Portfolio upon the exchange of their shares in the Acquired Fund ("Acquired Fund
Shares") for the Acquiring Fund Shares (including fractional shares to which
they may be entitled) pursuant to under Section 354(a) of the Code.
8. The basis of the Acquiring Fund Shares received by the shareholders of
the Acquired Fund (including fractional shares to which they may be entitled)
will be the same as the basis of the Acquired Fund Shares exchanged therefor
pursuant to Section 358(a)(1) of the Code.
9. The holding period of the Acquiring Portfolio Shares received by the
shareholders of the Acquired Portfolio (including fractional shares to which
they may be entitled) will include the holding period of the Acquired Portfolio
Shares surrendered in exchange therefor, provided that the Acquired Portfolio
Shares were held as a capital asset on the Closing of the Reorganization
pursuant to Section 1223(1) of the Code.
Board of Trustees, Market Street Fund
Board of Trustees, Gartmore Variable Insurance Trust
April 28, 2003
Page 4
10. The Acquiring Portfolio will succeed to and take into account, as of
the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax
regulations issued by the United States Department of the Treasury (the
"Treasury Regulations"), the items of the Acquired Portfolio described in
Section 381(c) of the Code, subject to the conditions and limitations specified
in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.
Our opinion is based upon the Code, the applicable Treasury Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth in published revenue rulings and revenue procedures, present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.
Our opinion is conditioned upon the performance by XXXX, on behalf of the
Acquiring Portfolio, and Market Street, on behalf of the corresponding Acquired
Portfolio, of their undertakings in the Plan and the Representation Letter. Our
opinion is limited to the transactions incident to the Reorganization described
herein, and no opinion is rendered with respect to (i) any other transaction or
(ii) the effect, if any, of the Reorganization (and/or the transactions incident
thereto) on any other transaction and/or the effect, if any, of any such other
transaction on the Reorganization.
This opinion is being rendered to the Acquiring Portfolio and the
corresponding Acquired Portfolio and may be relied upon only by such Portfolios
and the shareholders of each. We hereby consent to the use of this opinion as an
exhibit to the Registration Statement of GVIT on Form N-14, and any amendments
thereto, covering the registration of the shares of GVIT under the Securities
Act of 1933, as amended, to be issued in the Reorganization.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By:
------------------------------------
Xxxxxxx X. Xxxxxxx XXX, a partner
