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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/28/14 Sunamerica Income Funds N-14¶ 7:1.6M Donnelley … Solutions/FA → AIG U.S. Government Securities Fund → GNMA Fund ⇒ Class A (GNMAX) — Class B (GNMBX) — Class C (GNMTX) |
Document/Exhibit Description Pages Size
1: N-14 Sunamerica Income Funds N-14 HTML 1.20M
7: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 7K
2: EX-99.11 Opinion and Consent of Bingham McCutchen LLP HTML 15K
3: EX-99.12 Form of Tax Opinion and Consent of Willkie Farr & HTML 16K
Gallagher LLP
4: EX-99.14(A) Consent of Pricewaterhousecoopers LLP HTML 6K
5: EX-99.14(B) Consent of Willkie Farr & Gallagher HTML 6K
6: EX-99.17(C) Form of Proxy Card HTML 16K
| <![CDATA[Form of tax opinion and consent of Willkie Farr & Gallagher LLP]]> |
Exhibit 12
[ ], 2014
SunAmerica U.S. Government Securities Fund
c/o SunAmerica Income Funds
Harborside Financial Center
3200 Plaza 5
SunAmerica GNMA Fund
c/o SunAmerica Income Funds
Harborside Financial Center
3200 Plaza 5
Ladies and Gentlemen:
You have asked us for our opinion concerning certain U.S. federal income tax consequences to (i) the SunAmerica U.S. Government Securities Fund (the “Acquiring Fund”), a series of SunAmerica Income Funds, a Massachusetts business trust (the “Trust”); (ii) the SunAmerica GNMA Fund (the “Target Fund”), also a series of the Trust; and (iii) the holders (“Shareholders”) of voting shares of beneficial interest of the Target Fund (the “Target Fund Shares”), when the Shareholders receive solely voting shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”) in exchange for their Target Fund Shares pursuant to the acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as defined in Article 1.2 of the Plan (the “Assets”), in exchange for Acquiring Fund Shares (the “Reorganization”) and the assumption of the liabilities of the Target Fund, as defined in Article 1.3 of the Plan (the “Assumed Liabilities”), all pursuant to that certain Agreement and Plan of Reorganization, dated [ ], 2014 (the “Plan”). This opinion is being delivered pursuant to Article 8.6 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.
[ ], 2014
We have made inquiry as to the underlying facts that 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 Acquiring Fund and the Target Fund set forth in the Combined Prospectus/Proxy Statement filed as part of the Trust’s registration statement on Form N-14 (the “Registration Statement”) and representations made in letters from the Acquiring Fund and the Target Fund addressed to us for our use in rendering this opinion (the “Tax Representation Letters”). 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.
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 U.S. federal income tax purposes:
| • | the transfer to the Acquiring Fund of all the Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities of the Target Fund followed by the distribution by the Target Fund of Acquiring Fund Shares to the Target Fund Shareholders in complete liquidation of the Target Fund, all pursuant to the Plan, will constitute a “reorganization” within the meaning of section 368(a) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization” within the meaning of section 368(b) of the Code; |
| • | under section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of all of the Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities of the Target Fund except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Target Fund, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Target Fund; |
| • | under sections 361 and 357(c) of the Code, no gain or loss will be recognized by the Target Fund upon the transfer of the Assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Assumed Liabilities or upon the distribution of Acquiring Fund Shares to the Target Fund Shareholders in exchange for such shareholders’ shares of the Target Fund in liquidation of the Target Fund except for any gain or loss that may be required to be recognized solely as a result of the close of the Target Fund’s taxable year due to the Reorganization; |
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[ ], 2014
| • | under section 354 of the Code, no gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund Shares solely for Acquiring Fund Shares in the Reorganization; |
| • | under section 358 of the Code, the aggregate basis of Acquiring Fund Shares received by the Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund Shares exchanged therefor by such a shareholder; |
| • | under section 1223(1) of the Code, the holding period of Acquiring Fund Shares to be received by the Target Fund Shareholder pursuant to the Reorganization will include the holding period of the Target Fund Shares exchanged therefor, provided that the Target Fund Shareholder held the Target Fund Shares as capital assets at the time of the Reorganization; |
| • | under section 362(b) of the Code, the basis of each Asset transferred to the Acquiring Fund in the Reorganization will be the same in the hands of the Acquiring Fund as the basis of such Asset in the hands of the Target Fund immediately prior to the transfer increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Target Fund upon the transfer; and |
| • | under section 1223(2) of the Code, the holding period of each of the Assets in the hands of the Acquiring Fund will include the holding period of each such Asset when held by the Target Fund (except to the extent that the investment activities of the Acquiring Fund reduce or eliminate such holding period and except for any assets which may be marked to market on the termination of the Target Fund’s taxable year or on which gain was recognized on the transfer to the Acquiring Fund). |
This opinion does not address the tax consequences of the Reorganization to contracts or securities on which gain or loss is recognized upon the close of the taxable year. Our opinion is based upon the accuracy of the certifications, representations and warranties and satisfaction of the covenants and obligations contained in the Plan, the Tax Representation Letters and in the various other documents related thereto. Our opinion may not be relied upon if any of such certifications, representations or warranties are not accurate to any material extent or if any of such covenants or obligations are not satisfied in all material respects. We hereby consent to the filing of this opinion with the Registration Statement and to the reference to us in the Combined Prospectus/Proxy Statement included as part of the Registration Statement.
Sincerely yours,
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