Exhibit (i)1.1
February 26, 2003
Xxxxx Xxxxxxx Investment Company
000 X Xxxxxx
Xxxxxx, XX 00000
Re: LEGAL OPINION-SECURITIES ACT OF 1933
Ladies and Gentlemen:
We have examined the Amended and Restated Master Trust Agreement (the
"Agreement"), dated August 19, 2002, of Xxxxx Xxxxxxx Investment Company (the
"Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts, the By-Laws of the Trust, and the resolutions adopted by the
Trust's Board of Trustees organizing the business of the Trust, all as amended
to date, and the various pertinent proceedings we deem material. We have also
examined the Notification of Registration and the Registration Statements filed
by the Trust under the Investment Company Act of 1940 (the "Investment Company
Act") and the Securities Act of 1933 (the "Securities Act") by the Trust and its
predecessor, all as amended to date, as well as other items we deem material to
this opinion. As to various questions of fact material to our opinion, we have
relied upon statements and certificates of officers and representatives of the
Trust, public officials and others.
The Trust is authorized by the Agreement to issue an unlimited number of
shares of beneficial interest, all at $.01 par value, in one or more sub-trusts
("Sub-Trusts"), and in such classes as the Trustees shall authorize. The Trust
issues shares of the Sub-Trusts identified in its prospectuses pursuant to the
provisions of the Agreement authorizing the Trustees to designate such
Sub-Trusts and classes and authorizing the Trustees to allocate shares of
beneficial interest to each such Sub-Trust or class. The Declaration of Trust
also empowers the Trustees to designate any additional series or classes and
allocate shares to such series or classes.
The Trust has filed with the U.S. Securities and Exchange Commission (the
"Commission"), a Registration Statement under the Securities Act, which
Registration Statement is deemed to register an indefinite number of shares of
the Trust pursuant to the provisions of Rule 24f-2 under the Investment Company
Act. You have further advised us that the Trust has filed, and each year
hereafter will timely file, a Notice pursuant to Rule 24f-2 perfecting the
registration of the shares sold by the Trust during
each fiscal year during which such registration of an indefinite number of
shares remains in effect.
You have also informed us that the shares of the Trust have been, and will
continue to be, sold in accordance with the Trust's usual method of distributing
its registered shares, under which prospectuses are made available for delivery
to offerees and purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, so long as the Trust
remains a valid and subsisting trust under the laws of the Commonwealth of
Massachusetts, and the registration of an indefinite number of shares of the
Trust remains effective, the authorized shares of the Trust when issued for the
consideration set by the Board of Trustees pursuant to the Agreement, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Agreement and the laws
of the Commonwealth of Massachusetts.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Trust, and any amendments thereto, covering the
registration of the shares of the Trust under the Securities Act and the
applications, registration statements or notice filings, and amendments thereto,
filed in accordance with the securities laws of the several states in which
shares of the Trust are offered, and we further consent to reference in the
registration statement of the Trust to the fact that this opinion concerning the
legality of the issue has been rendered by us.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, a Partner
