Ex. 12
[Willkie Farr & Gallagher LLP Letterhead]
[FORM OF TAX OPINION]
__________, 2003
Credit Suisse Select Equity Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Credit Suisse Tax Efficient Fund
a series of Credit Suisse Capital Funds
466 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences
to (a) Credit Suisse Select Equity Fund, Inc., a Maryland corporation (the
"ACQUIRING FUND"), (b) Credit Suisse Tax Efficient Fund (the "ACQUIRED FUND"),
as series of Credit Suisse Capital Funds, a Massachusetts business trust (the
"TRUST"), and (c) the holders (the "ACQUIRED FUND SHAREHOLDERS") of shares of
beneficial interest of the Acquired Fund (the "ACQUIRED FUND SHARES") when the
Acquired Fund Shareholders receive voting shares in the Acquiring Fund (the
"ACQUIRING FUND SHARES") in exchange for their Acquired Fund Shares pursuant to
the acquisition by the Acquiring Fund of all of the assets of the Acquired Fund
in exchange for 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 __________,
2003 (the "REORGANIZATION AGREEMENT"), between the Acquiring Fund and the Trust,
on behalf of the Acquired Fund. This opinion is being delivered pursuant to
Section 8.5 of the Reorganization Agreement.
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
CREDIT SUISSE SELECT EQUITY FUND, INC.
CREDIT SUISSE TAX EFFICIENT FUND
__________, 2003
PAGE 2
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 Acquiring
Fund and the Acquired 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 Acquiring
Fund and the Trust, on behalf of the Acquired 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.
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 United States federal
income tax purposes:
(a) the transfer of all 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, and the
distribution of such Acquiring Fund Shares to the Acquired Fund
Shareholders in exchange for the Acquired Fund Shares, will constitute
a "reorganization" within the meaning of Section 368(a) 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 solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund;
(c) except for gain or loss regularly attributable to the termination of
the Acquired Fund's taxable year, 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 of the Acquiring Fund Shares to
the Acquired Fund Shareholders in exchange for their Acquired Fund
Shares;
(d) no gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their Acquired Fund Shares for the Acquiring Fund
Shares or upon the assumption by the Acquiring Fund of the liabilities
of the Acquired Fund;
(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
CREDIT SUISSE SELECT EQUITY FUND, INC.
CREDIT SUISSE TAX EFFICIENT FUND
_________, 2003
PAGE 3
tax basis of the Acquired Fund Shares held by such 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 Acquired Fund Shares
exchanged therefor were held by such shareholder (provided that such
Acquired Fund Shares were held as capital assets on the date of the
Reorganization); and
(f) except for assets that may be revalued as a consequence of a
termination of the Acquired Fund's taxable year, 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 Reorganization Agreement, the Tax Representation Letters and in the various
other documents related thereto. Our opinion may not be relied upon if any of
such certifications, representations or warranties are not accurate or if any of
such covenants or obligations are not satisfied in all material respects.
Very truly yours,