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EXHIBIT 12
WILLKIE FARR & GALLAGHER
September 11, 1998
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Suite 100
Wilmington, Delaware 19809
The Warburg, Pincus Funds Listed on Schedule A
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) the BEA Funds listed on Schedule A attached hereto (each, a
"BEA Fund" and, collectively, the "BEA Funds"), each a separate series of The
RBB Fund, Inc. ("The RBB Fund"), (b) the Warburg, Pincus Funds listed on
Schedule A (each, a "Warburg Fund" and, collectively, the "Warburg Funds") and
(c) holders of shares of common stock in each of the BEA Funds ("BEA Funds
Shareholders") when the BEA Funds Shareholders receive Common and/or
Institutional Class shares of each corresponding Warburg Fund in exchange for
their interests in the BEA Funds pursuant to an acquisition by each of the
Warburg Funds of all or substantially all of the assets of the corresponding BEA
Fund in exchange for the shares of the Warburg Fund and the assumption by the
Warburg Fund of liabilities of the BEA Fund (the "Reorganization"), all pursuant
to an agreement and plan of reorganization.
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 so to execute that document, the
authenticity of all documents submitted to us as
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September 11, 1998
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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 BEA Funds
and the Warburg Funds set forth in the Registration Statements on Form N-14 (the
"Registration Statements") filed by each of the Warburg Funds with the
Securities and Exchange Commission and representations made in letters from The
RBB Fund, on behalf of each BEA Fund, and each of the Warburg Funds addressed to
us for our use in rendering this final opinion. 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 Statements.
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, it is our opinion that:
(1) the transfer of all or substantially all of each BEA Fund's assets
in exchange for the corresponding Warburg Fund's shares and the assumption by
the Warburg Fund of certain liabilities of the BEA Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1)(F) of the Code, and
each BEA Fund and corresponding Warburg Fund are each a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) no gain or loss will be recognized by any Warburg Fund upon the
receipt of the assets of the corresponding BEA Fund solely in exchange for the
Warburg Fund's shares and assumption by the Warburg Fund of certain liabilities
of the corresponding BEA Fund;
(3) no gain or loss will be recognized by any BEA Fund upon the
transfer of its assets to the corresponding Warburg Fund in exchange for the
Warburg Fund's shares and the assumption by the Warburg Fund of certain
liabilities of the BEA Fund or upon the distribution (whether actual or
constructive) of the Warburg Fund's shares to the BEA Fund's shareholders in
exchange for their shares of the BEA Fund;
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The RBB Fund, Inc.
September 11, 1998
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(4) no gain or loss will be recognized by any BEA Fund's shareholder
upon the exchange of its shares for the corresponding Warburg Fund's shares and
the assumption by the Warburg Fund of certain liabilities of the BEA Fund;
(5) the aggregate tax basis of the shares of the Warburg Fund received
by each shareholder of a BEA Fund pursuant to the Reorganization will be the
same as the aggregate tax basis of the shares of the BEA Fund surrendered
therefor, and the holding period of those shares of the Warburg Fund will
include the period during which the shares of the BEA Fund exchanged therefor
were held by such shareholder (provided the shares of the BEA Fund were held as
capital assets on the date of the Reorganization); and
(6) the tax basis to the Warburg Fund of the corresponding BEA Fund's
assets acquired by the Warburg Fund will be the same as the tax basis of such
assets to the BEA Fund immediately prior to the Reorganization, and the holding
period of those assets in the hands of the Warburg Fund will include the period
during which those assets were held by the BEA Fund.
Very truly yours,
/s/Willkie Farr & Gallagher
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SCHEDULE A
BEA Fund Warburg, Pincus Fund
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BEA International Equity Fund Warburg, Pincus International Growth Fund, Inc.
Institutional Shares Institutional Shares
Advisor Shares Common Shares
BEA Emerging Markets Equity Fund Warburg, Pincus Emerging Markets II Fund, Inc.
Institutional Shares Institutional Shares
Advisor Shares Common Shares
BEA U.S. Core Equity Fund Warburg, Pincus U.S. Core Equity Fund, Inc.
Institutional Shares Institutional Shares
BEA U.S. Core Fixed Income Fund Warburg, Pincus U.S. Core Fixed Income Fund, Inc.
Institutional Shares Institutional Shares
BEA Strategic Global Fixed Income Fund Warburg, Pincus Strategic Global Fixed Income Fund,
Institutional Shares Inc.
Institutional Shares
BEA High Yield Fund Warburg, Pincus High Yield Fund, Inc.
Institutional Shares
Institutional Shares Common Shares
Advisor Shares
BEA Municipal Bond Fund Warburg, Pincus Municipal Bond Fund, Inc.
Institutional Shares Institutional Shares
BEA Global Telecommunications Fund Warburg, Pincus Global Telecommunications Fund, Inc.
Advisor Shares Common Shares
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BEA Fund Warburg, Pincus Fund
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BEA Long-Short Market Neutral Fund Warburg, Pincus Long-Short Market Neutral Fund, Inc.
Institutional Shares Institutional Shares
Advisor Shares Common Shares
BEA Long-Short Equity Fund Warburg, Pincus Long-Short Equity Fund, Inc.
Institutional Shares Institutional Shares
Advisor Shares Common Shares
BEA Select Economic Value Equity Warburg, Pincus Select Economic Value Equity Fund, Inc.
Fund Institutional Shares
Institutional Shares Common Shares
Advisor Shares