EXHIBIT 11
October 1, 2001
[SunAmerica Letterhead]
SunAmerica Equity Funds
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204
Ladies and Gentlemen:
I have acted as counsel for SunAmerica Equity Funds (the "Fund"), a
Massachusetts business trust, in connection with the proposed acquisition by
each separate investment portfolio of the Fund designated as an "Acquiring Fund"
(each, an "Acquiring Fund" and, collectively, the "Acquiring Funds") in the
Agreement and Plan of Reorganization dated September 28, 2001 (the "Agreement")
by and between the Fund and North American Funds, a Massachusetts business trust
("NAF"), of all of the assets of the corresponding investment portfolio of NAF
designated as an "Acquired Fund" (each, an "Acquired Fund" and, collectively,
the "Acquired Funds") in the Agreement, in exchange solely for shares of the
respective Acquiring Fund and such Acquiring Fund's assumption of all of the
liabilities of the Acquired Fund. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed thereto in the Proxy
Statement and Prospectus (as defined below).
This opinion is furnished in connection with the Fund's Registration
Statement on Form N-14 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to Class A, Class B, Class II and Class I
shares of beneficial interest, of each of SunAmerica Balanced Assets Fund,
SunAmerica Blue Chip Growth Fund, SunAmerica Growth Opportunities Fund, and
SunAmerica Growth and Income Fund, par value $0.01 per share (the "Shares"), to
be issued in each Reorganization.
As counsel for the Fund, I am familiar with the proceedings taken by it
in connection with the proposed authorization, issuance and sale of the Shares.
In addition, I have examined and am familiar with the Declaration of Trust and
the By-Laws of the Fund, in each case as amended, supplemented, and in effect on
the date hereof. I have also examined a certificate issued by the Secretary of
the Commonwealth of Massachusetts, certifying the existence of the Fund and that
it is duly authorized to exercise the powers recited in its Declaration of Trust
and to transact business in the Commonwealth of Massachusetts, and such other
documents as I have deemed relevant to the matters referred to in this opinion.
Subject to the effectiveness of the Registration Statement and
compliance with applicable state securities laws, and based on and subject to
the foregoing examination, I am of the opinion that subsequent to the approval
of the Agreement as set forth in the proxy statement and prospectus constituting
a part of the Registration Statement (the "Proxy Statement and
Prospectus"), the Shares, upon issuance in the manner referred to in the
Registration Statement, for consideration not less than the par value thereof,
will be legally issued, fully paid and non-assessable shares of beneficial
interest of the Fund (except for certain possible liability of shareholders
described in the Proxy Statement and Prospectus under "Proposals Nos. 2(a)-(d):
Approval of the Plans--Comparison of the Funds--Additional Information--Capital
Stock").
I am a member of the Bar of the State of Maryland. Insofar as any
opinion expressed herein involves the laws of the Commonwealth of Massachusetts,
such opinion should be understood to be based on my review of the published
statutes of such state, and, where applicable, published cases of the courts and
rules or regulations of regulatory bodies of such state. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
use of my name in the Proxy Statement and Prospectus constituting a part
thereof.
Very truly yours,
/s/ Robert M. Zakem, Esq.
Robert M. Zakem, Esq.
EXHIBIT 11
October 1, 2001
[SunAmerica Letterhead]
SunAmerica Equity Funds
The SunAmerica Center
733 Third Avenue
New York, New York 10017-3204
Ladies and Gentlemen:
I have acted as counsel for SunAmerica Equity Funds (the "Fund"), a
Massachusetts business trust, in connection with the proposed acquisition by the
separate investment portfolio of the Fund designated as the "Acquiring Fund"
(the "Acquiring Fund") in the Agreement and Plan of Reorganization dated
September 28, 2001 (the "NAF Agreement") by and between the Fund and North
American Funds, a Massachusetts business trust ("NAF"), of all of the assets of
each of the three corresponding investment portfolios of NAF designated as an
"Acquired Fund" (each, a "NAF Acquired Fund" and, collectively, the
"NAF Acquired Funds") in the NAF Agreement, in exchange solely for shares of the
Acquiring Fund and the Acquiring Fund's assumption of all of the liabilities of
each NAF Acquired Fund.
I have also acted as counsel for the Fund in connection with the
proposed acquisition by the Acquiring Fund of all of the assets of the
corresponding investment portfolio of SunAmerica Style Select Series, Inc., a
Maryland corporation ("SunAmerica Style Select"), designated as the "Acquired
Fund" (the "SunAmerica Acquired Fund") in the Agreement and Plan of
Reorganization dated September 28, 2001 (the "SunAmerica Agreement"), by and
between the Fund and SunAmerica Style Select, in exchange solely for shares of
the Acquiring Fund and the Acquiring Fund's assumption of all of the liabilities
of the SunAmerica Acquired Fund.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Proxy Statements and Prospectuses
(as defined below).
This opinion is furnished in connection with the Fund's Registration
Statement on Form N-14 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to Class A, Class B, Class II, and Class
I shares of SunAmerica International Equity Fund, par value $0.01 per share (the
"Shares"), to be issued in each Reorganization.
As counsel for the Fund, I am familiar with the proceedings taken by it
in connection with the proposed authorization, issuance and sale of the Shares.
In addition, I have examined and am familiar with the Declaration of Trust and
the By-Laws of the Fund, in each case as amended, supplemented, and in effect on
the date hereof. I have also examined a certificate issued by the Secretary of
the Commonwealth of Massachusetts, certifying the existence of the Fund and that
it is duly authorized to exercise the powers recited in its Declaration of Trust
and to transact business in the Commonwealth of Massachusetts, and such other
documents as I have deemed relevant to the matters referred to in this opinion.
Subject to the effectiveness of the Registration Statement and
compliance with applicable state securities laws, and based on and subject to
the foregoing examination, I am of the opinion that subsequent to the approval
of the NAF Agreement and the SunAmerica Agreement as set forth in the proxy
statements and prospectuses constituting a part of the Registration Statement
(the "Proxy Statements and Prospectuses"), the Shares, upon issuance in the
manner referred to in the Registration Statement, for consideration not less
than the par value thereof, will be legally issued, fully paid and non-
assessable shares of beneficial interest of the Fund (except for certain
possible liability of
shareholders described in the Proxy Statements and Prospectuses under "Proposals
Nos. 2(a)-(b): Approval of the Plans - Comparison of the Funds - Additional
Information - Capital Stock").
I am a member of the Bar of the State of Maryland. Insofar as any
opinion expressed herein involves the laws of the Commonwealth of Massachusetts,
such opinion should be understood to be based on my review of the published
statutes of such state, and, where applicable, published cases of the courts and
rules or regulations of regulatory bodies of such state. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
use of my name in the Proxy Statement and Prospectus constituting a part
thereof.
Very truly yours,
/s/ Robert M. Zakem, Esq.
Robert M. Zakem, Esq.