EXHIBIT 12
___________ __, 2001
Warburg, Pincus Focus Fund, Inc.
466 Lexington Avenue
16th Floor
New York, New York 10017-3147
DLJ Select Funds,
on behalf of DLJ Strategic Growth Fund
277 Park Avenue
24th Floor
New York, New York 10172
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) DLJ Select Funds, a Delaware business trust (the "Acquired
Trust"), on behalf of DLJ Strategic Growth Fund (the "Acquired Fund"), a
separate series of the Acquired Trust, (b) Warburg, Pincus Focus Fund, Inc., a
Maryland corporation (the "Acquiring Fund"), and (c) holders of shares of
beneficial interest in the Acquired Fund ("Acquired Fund Shareholders") when
Acquired Fund Shareholders receive voting shares of common stock of the
Acquiring Fund (the "Acquiring Fund Shares") in exchange for their interests in
the Acquired Fund pursuant to the acquisition by the Acquiring Fund of all of
the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and
the assumption by the Acquiring Fund of all of the liabilities of the Acquired
Fund (the "Reorganization"), all pursuant to that certain Agreement and Plan of
Reorganization, dated as of __________, 2000 (the "Agreement"), between the
Acquired Trust, for and on behalf of the Acquired Fund, the Acquiring Fund, and
Credit Suisse Asset Management, LLC. This opinion is delivered pursuant to
Section 8.5 of the Agreement.
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__________ __, 2001
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We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquired
Fund and the Acquiring Fund set forth in the Registration Statement on Form N-14
(the "Registration Statement") filed by the Acquiring Fund with the Securities
and Exchange Commission and representations made in letters from the Acquired
Trust, on behalf of the Acquired Fund, and the Acquiring Fund addressed to us
for our use in rendering this opinion (the Tax Representation Letters"). We have
no reason to believe that these representations and facts are not valid, but we
have not attempted to verify independently any of these representations and
facts, and this opinion is based upon the assumption that each of them is
accurate. Capitalized terms used herein and not otherwise defined shall have the
meaning given them in the Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer to the Acquiring Fund of all of the Acquired Fund's
assets in exchange solely for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund, followed by the distribution of such Acquiring Fund
Shares to the Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund in complete liquidation of the Acquired
Fund, will constitute a "reorganization" within the meaning of
Section 368(a)(1) of the Code, and the Acquiring Fund and the
Acquired Fund will each be a "party to a reorganization" within the
meaning of Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Acquiring Fund on the
receipt of the assets of the Acquired Fund in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of
all of the liabilities of the Acquired Fund;
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__________ __, 2001
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(c) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund or upon the
distribution (whether actual or constructive) of the Acquiring Fund
Shares to the Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund;
(d) no gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their shares of the Acquired Fund for the
Acquiring Fund Shares or upon the assumption by the Acquiring Fund
of the liabilities of the Acquired Fund as part of the transaction;
(e) the aggregate tax basis of the Acquiring Fund Shares received by
each of the Acquired Fund Shareholders pursuant to the
Reorganization will be the same as the aggregate tax basis of the
shares of the Acquired Fund held by such Acquired Fund Shareholder
immediately prior to the Reorganization, and the holding period of
the Acquiring Fund Shares to be received by each Acquired Fund
Shareholder will include the period during which the shares of the
Acquired Fund exchanged therefor were held by such shareholder
(provided that such Acquired Fund Shares were held as capital assets
in the hands of such Acquired Fund Shareholder on the date of the
Reorganization); and
(f) the tax basis of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to
the Acquired Fund immediately prior to the Reorganization, and the
holding period of the assets of the Acquired Fund in the hands of
the Acquiring Fund will include the period during which those assets
were held by the Acquired Fund.
Our opinion is based upon the accuracy of the certifications, representations
and warranties and satisfaction of the covenants and obligations contained in
the Agreement, the Tax Representation Letters and in the various other documents
related thereto. Our opinion may not be relied upon if any such certifications,
representations or warranties are not accurate or if any of such convenants or
obligations are not satisfied in all material respects.
Very truly yours,
