Exhibit 12


                            [Ropes & Gray Letterhead]


                              [FORM OF TAX OPINION]


                                                                    DATE

Acquired Fund
Acquired Fund Address

Acquiring Fund
Acquiring Fund Address

Ladies and Gentlemen:

         We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of DATE, between North American Funds,
a Massachusetts business trust, on behalf of its Acquired Fund ("Acquired
Fund"), and North American Funds, on behalf of its Acquiring Fund ("Acquiring
Fund"). The Agreement describes a proposed transaction (the "Transaction") to
occur today (the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of the Acquired Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Merger Shares") and the assumption
by Acquiring Fund of all of the liabilities of Acquired Fund following which the
Merger Shares received by Acquired Fund will be distributed by Acquired Fund to
its shareholders in liquidation and termination of Acquired Fund. This opinion
as to certain federal income tax consequences of the Transaction is furnished to
you pursuant to Section ___ of the Agreement. Capitalized terms not defined
herein are used herein as defined in the Agreement.

         Acquired Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company.
Shares of Acquired Fund are redeemable at net asset value at each shareholder's
option. Acquired Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Internal Revenue Code of
1986, as amended (the "Code").

         Acquiring Fund is registered under the 1940 Act as an open-end
management investment company. Shares of Acquiring Fund are redeemable at net
asset value at each shareholder's option. Acquiring Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Code.

         For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have


Acquired Fund                                                         DATE
Acquiring Fund
                                       -2-


provided us with letters dated as of the date hereof, representing as to certain
facts, occurrences and information upon which you have indicated that we may
rely in rendering this opinion (whether or not contained or reflected in the
documents and items referred to above) (the "Acquiring Fund Rep Letter" and
"Acquired Fund Rep Letter").

         We have also assumed, for purposes of this opinion, that any
redemptions that are made when either Acquired Fund's or Acquiring Fund's shares
are presented to each of them respectively for redemption pursuant to section
22(e) of the Investment Company Act which appear to be made in connection with
the Transaction will not, when aggregated with the redemptions and distributions
described in paragraph 6 of the Acquiring Fund Rep Letter and paragraph 5 of the
Acquired Fund Rep Letter, exceed 50% of the value (without giving effect to such
redemptions or distributions) of all of the outstanding stock of the Acquired
Fund on the date of the Transaction.

         Based on the foregoing representations and assumption and our review of
the documents and items referred to above, we are of the opinion that for
federal income tax purposes:

         (i)      No gain or loss will be recognized by Acquiring Fund upon the
                  receipt of the assets of Acquired Fund in exchange for Merger
                  Shares and the assumption by Acquiring Fund of the liabilities
                  of Acquired Fund;

         (ii)     The basis in the hands of Acquiring Fund of the assets of
                  Acquired Fund transferred to Acquiring Fund in the Transaction
                  will be the same as the basis of such assets in the hands of
                  Acquired Fund immediately prior to the transfer;

         (iii)    The holding periods of the assets of Acquired Fund in the
                  hands of Acquiring Fund will include the periods during which
                  such assets were held by Acquired Fund;

         (iv)     No gain or loss will be recognized by Acquired Fund upon the
                  transfer of Acquired Fund's assets to Acquiring Fund in
                  exchange for Merger Shares and the assumption by Acquiring
                  Fund of the liabilities of Acquired Fund, or upon the
                  distribution of Merger Shares by Acquired Fund to its
                  shareholders in liquidation;

         (v)      No gain or loss will be recognized by Acquired Fund
                  shareholders upon the exchange of their Acquired Fund Shares
                  for Merger Shares;

         (vi)     The basis of Merger Shares that an Acquired Fund shareholder
                  receives in connection with the Transaction will be the same
                  as the basis of his or her Acquired Fund Shares exchanged
                  therefor; and


Acquired Fund                                                         DATE
Acquiring Fund
                                       -3-


         (vii)    An Acquired Fund shareholder's holding period for his or her
                  Merger Shares will be determined by including the period for
                  which he or she held the Acquired Fund Shares exchanged
                  therefor, provided that he or she held such Acquired Fund
                  Shares as capital assets.


                                                     Very truly yours,



                                                     Ropes & Gray