EXHIBIT 12
DRINKER XXXXXX & XXXXX LLP
ONE XXXXX SQUARE
00xx XXX XXXXXX XXXXXXX
XXXXXXXXXXXX, XX 00000-0000
000-000-0000
FAX: 000-000-0000
xxx.xxx.xxx
September 15, 1999
Excelsior Funds, Inc.
Excelsior Funds
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
RE: Agreement and Plan of Reorganization
By and Between Excelsior Funds, Inc. and Excelsior Funds
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Dear Sirs and Mesdames:
You have asked for our opinion on the federal income tax consequences to
shareholders of the transactions contemplated in the above Agreement and Plan of
Reorganization. In our opinion, the material federal income tax consequences to
shareholders of such transactions are accurately set forth in the subsection
entitled "INFORMATION RELATING TO THE PROPOSED REORGANIZATION - Federal Income
Tax Consequences" in the Combined Prospectus/Proxy Statement contained in the
Registration Statement being filed this day with the Securities and Exchange
Commission.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In so consenting we do not concede that we come within
the categories of persons whose consent is required under section 7 of the
Securities Act of 1933 or under the rules and regulations of the Securities and
Exchange Commission issued thereunder.
Very truly yours,
/s/ Drinker Xxxxxx and Xxxxx LLP
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DRINKER XXXXXX & XXXXX LLP
