Xxxx and Xxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
December 20, 1996
Xxxxxxx Xxxxx Trust
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Rule 24f-2 Notice
-----------------
Ladies and Gentlemen:
Xxxxxxx Xxxxx Trust (the "Trust") is a Massachusetts business
trust created under a written Declaration of Trust dated, executed
and delivered in Boston, Massachusetts, on September 24, 1987, as
amended and restated from time to time (as so amended and restated,
the "Trust Agreement"). The beneficial interests thereunder are
represented by transferable shares of beneficial interest with
$.001 par value.
The Trustees of the Trust have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and
conditions therein provided. Under Article IV, Section 4.1 of the
Trust Agreement, the number of shares of beneficial interest
authorized to be issued under the Trust Agreement is unlimited and
the Trustees are authorized to divide the shares into one or more
series of shares and one or more classes thereof as they deem
necessary or desirable. Under Article IV, Section 4.1, the
Trustees may issue shares of any series or class for such
consideration and on such terms as they may determine (or for no
consideration if pursuant to a share dividend or split-up) without
action or approval or shareholders.
Pursuant to Article IV, Section 4.2, the Trustees established
seven separate series of shares designated "GS Short Duration
Government Fund", "Xxxxxxx Xxxxx Global Income Fund", "GS
Adjustable Rate Government Fund", "GS Short Duration Tax-Free
Fund", "Xxxxxxx Xxxxx Government Income Fund", "Xxxxxxx Xxxxx
Municipal Income Fund" and "GS Core Fixed Income Fund".
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933.
We understand that you are about to file with the Securities
and Exchange Commission a notice on Form 24F-2 pursuant to Rule
24f-2 (the "Rule 24f-2 Notice") making definite the registration of
58,468,845 shares of beneficial interest of the Trust (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ended October 31, 1996, consisting of 43,391,761 Shares of GS
Adjustable Rate Government Fund, 4,717,741 Shares of GS Short
Duration Government Fund, 4,009,882 Shares of Xxxxxxx Xxxxx Global
Income Fund, 2,374,432 Shares of GS Short Duration Tax-Free Fund,
737,603 Shares of Xxxxxxx Xxxxx Government Income Fund, 553,697
Shares of Xxxxxxx Xxxxx Municipal Income Fund and 2,683,729 Shares
of GS Core Fixed Income Fund.
We have examined the Agreement and Declaration of Trust, a
certificate of an officer of the Trust to the effect that the Trust
or its agent received the consideration for each of the Shares in
accordance with the terms of the Declaration, and such other
documents as we have deemed necessary or appropriate for the
purposes of this opinion, including, but not limited to, originals,
or copies certified or otherwise identified to our satisfaction, of
such documents, Trust records and other instruments. In our
examination of the above documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such latter documents and the
legal competence of each individual executing any documents.
We express no opinion as to compliance with any state or
federal securities laws. For purposes of this opinion letter, we
have not made an independent review of the laws of any state or
jurisdiction other than The Commonwealth of Massachusetts and
express no opinion with respect to the laws of any jurisdiction
other than the laws of The Commonwealth of Massachusetts.
Out opinion below, as it related to non-assessability of the
Shares of the Trust, is qualified to the extent that under
Massachusetts law, shareholders of a Massachusetts business Trust
may be held personally liable for the obligations of the Trust. In
this regard, however, please be advised that the Trust Agreement
disclaims shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each
note, bond, contract, certificate or undertaking made or issued by
the Trustees or officers of the Trust. Also, the Trust Agreement
provides for indemnification out of Trust property for all loss and
expense of any shareholder held personally liable for the
obligations of the Trust.
We are of the opinion that all necessary Trust action
precedent to the issuance of the Shares has been duly taken, and
that the Shares were legally and validly issued, and are fully paid
and non-assessable by the Trust, subject to compliance with the
Securities Act of 1933, the Investment Company Act of 1940 and the
applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice referred to
above. Except as provided in this paragraph, this opinion may not
be relied upon by, or filed with, any other parties or used for
any other purpose.
Very truly yours,
Xxxx and Xxxx
XXXX AND XXXX
