Exhibit 99.12
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
[April 15], 2005
[Lord Xxxxxx Portfolio]
[Phoenix Portfolio]
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Agreement and
Plan of Reorganization (the "Agreement") made as of [March 2], 2005 by and
between Lord Xxxxxx Series Fund, Inc., a Maryland corporation (the "Lord
Xxxxxx Series Fund"), on behalf of its [series/class] [Xxxx Xxxxxx Portfolio]
("Acquiring Portfolio"), and Phoenix Edge Series Fund, a Massachusetts
business trust, on behalf of its series [Phoenix Portfolio] ("Acquired
Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all
of the assets of Acquired Portfolio in exchange solely for (i) the assumption
by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the
Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of
[Class VC] shares of beneficial interest of Acquiring Portfolio (the
"Acquiring Portfolio Shares") to Acquired Portfolio, followed by the
distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of
the Acquiring Portfolio Shares to the shareholders of Acquired Portfolio and
the termination of Acquired Portfolio (the foregoing together constituting
the "Transaction"). All section references, unless otherwise indicated, are
to the United States Internal Revenue Code of 1986, as amended (the "Code").
In rendering this opinion, we have examined and relied upon (i) the
prospectus for Acquiring Portfolio dated May 1, 2004; (ii) the statement of
additional information for Acquiring Portfolio dated May 1, 2004; (iii) the
prospectus for Acquired Portfolio dated May 1, 2004; (iv) the statement of
additional information for Acquired Portfolio dated May 1, 2004; (v) the
Notice of Meeting of Shareholders Scheduled for April 12, 2005 and the
accompanying proxy statement and prospectus on Form N-14 (the "Proxy
Statement"); (vi) the Agreement; (vii) the tax representation certificates
delivered pursuant to the Agreement (the "Representation Certificates"); and
(viii) such other documents as we deemed necessary or relevant to our
analysis.
In our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the
legal capacity of signatories. We have assumed that all parties to the
Agreement and to any other documents examined by us have acted, and will act,
in accordance with the terms of such Agreement and documents and that the
Transaction will be consummated pursuant to the terms and conditions set
forth in the Agreement without the waiver or modification of any such terms
and conditions. Furthermore, we have assumed that all representations
contained in the Agreement, as well as those representations contained in the
Representation Certificates, are as of the date hereof, and will be
BALTIMORE BEIJING BERLIN BOSTON BRUSSELS LONDON
MUNICH NEW YORK NORTHERN VIRGINIA OXFORD WALTHAM WASHINGTON
Xxxx Xxxxxx Portfolio
Phoenix Portfolio
[April 15], 2005
Page 2
at the consummation of the Transaction and thereafter as relevant, true and
complete in all respects, and that any representation made in any of the
documents referred to herein "to the knowledge" (or similar qualification) of
any person or party is correct without such qualification. We have also
assumed that as to all matters for which a person or entity has represented
that such person is not a party to, does not have, or is not aware of any
plan, intention, understanding, or agreement, there is no such plan,
intention, understanding, or agreement. We have not attempted to verify
independently any of the above assumptions or representations.
The conclusions expressed herein represent our judgment regarding the proper
treatment of the Transaction under the income tax laws of the United States
based upon the Code, case law, Treasury Regulations, and the rulings and
other pronouncements of the Internal Revenue Service (the "Service") in
effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed after the consummation of the
Transaction or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
developments after the consummation of the Transaction in the application or
interpretation of the income tax laws of the United States.
Our opinion represents our best judgment regarding how a court would decide
if presented with the issues addressed herein and is not binding upon the
Service or any court. Moreover, our opinion does not provide any assurance
that a position taken in reliance on such opinion will not be challenged by
the Service and does not constitute any representation or warranty that such
position, if so challenged, will not be rejected by a court.
This opinion addresses only the specific United States federal income tax
consequences of the Transaction set forth below, and does not address any
other federal, state, local, or foreign income, estate, gift, transfer,
sales, or other tax consequences that may result from the Transaction or any
other action (including any action taken in connection with the Transaction).
On the basis of and subject to the foregoing and in reliance upon the
representations, facts and assumptions described above, we are of the opinion
that the acquisition by Acquiring Portfolio of the assets of Acquired
Portfolio solely in exchange for the issuance of Acquiring Portfolio Shares
to Acquired Portfolio and the assumption of the Acquired Portfolio
Liabilities by Acquiring Portfolio, followed by the distribution by Acquired
Portfolio, in liquidation of Acquired Portfolio, of Acquiring Portfolio
Shares to Acquired Portfolio shareholders in exchange for their Acquired
Portfolio Shares and the termination of Acquired Portfolio, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code.
Xxxx Xxxxxx Portfolio
Phoenix Portfolio
[April 15], 2005
Page 3
This opinion is being delivered to you solely in connection with the closing
condition set forth in Section 8.5 of the Agreement. This opinion is intended
solely for your benefit and it may not be relied upon for any other purpose
or by any other person or entity, and it may not be made available to any
other person or entity, without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the Proxy
Statement and to the references to this firm under the heading "Material
Federal Income Tax Consequences of Each Reorganization" in the Proxy
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the U.S.
Securities and Exchange Commission thereunder.
Very truly yours,
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Partner
