EXHIBIT 12
_____________, 2001
Warburg, Pincus Fixed Income Fund
466 Lexington Avenue
16th Floor
New York, New York 10017-3147
DLJ Focus Funds,
on behalf of DLJ Fixed Income 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 Focus Funds, a Delaware business trust (the "Acquired
Trust"), on behalf of DLJ Fixed Income Fund (the "Acquired Fund"), a separate
series of the Acquired Trust, (b) Warburg, Pincus Fixed Income Fund, a
Massachusetts business trust (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 an 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, 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 Plan.
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.
_____________, 2001
Page 2
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. 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;
(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
_____________, 2001
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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.
Very truly yours,