Exhibit (i)
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Xxxxxx Price
VEDDER, PRICE, XXXXXXX & KAMMHOLZ
000 XXXXX XXXXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
000-000-0000
FACSIMILE: 000-000-0000
A PARTNERSHIP INCLUDING VEDDER,
PRICE, XXXXXXX & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND
NEW YORK CITY
July 29, 1999
Xxxxx Xxxxxx Investment Trust
000 Xxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A under the Securities Act of 1933 being filed by the Xxxxx
Xxxxxx Investment Trust (the "Fund") in connection with the public offering from
time to time of units of beneficial interest, no par value ("Shares"), in the
Xxxxx Xxxxxx CorePortfolio Fund, the Xxxxx Xxxxxx Growth Fund, the Xxxxx Xxxxxx
Income Fund, and the Xxxxx Xxxxxx Money Market Fund (each, a "Portfolio" and
collectively, the "Portfolios").
We have acted as counsel to the Fund since its inception, and in such
capacity are familiar with the Fund's organization and have counseled the Fund
regarding various legal matters. We have examined such Fund records and other
documents and certificates as we have considered necessary or appropriate for
the purposes of this opinion. In our examination of such materials, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us.
Based upon the foregoing, and assuming that the Fund's Declaration of Trust
dated September 29, 1983, as amended by the Written Instrument dated
December 16, 1983, the Written Instrument dated July 19, 1988, the Written
Instrument dated November 24, 1992, and the Written Instrument dated July 23,
1999 (the "Declaration of Trust"), and the initial By-laws of the Fund adopted
on September 29, 1983, as amended to December 16, 1983, as amended and restated
as of December 1, 1992, and as amended by the Written Instrument dated
January 23, 1999 (the "By-laws"), are presently in full force and effect and
have not been amended in any respect except as provided in the above-referenced
documents and that the resolutions adopted by the Board of Trustees of the Fund
on the dates listed on the attached Schedule, relating to organizational
matters, securities matters, and the issuance of shares are presently in full
force and effect and have not been amended in any respect, we advise you and
opine that (a) the Fund is a validly existing voluntary
Xxxxxx Price
association with transferrable shares under the laws of the State of
Massachusetts and is authorized to issue an unlimited number of Shares in the
Portfolios; and (b) presently and upon such further issuance of the Shares in
accordance with the Fund's Declaration of Trust and By-laws and the receipt by
the Fund of a purchase price not less than the net asset value per Share, and
assuming that the Fund continues to validly exist as provided in (a) above, the
Shares are and will be legally issued and outstanding, fully paid and
nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or any
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or of a particular Portfolio and
requires that notice of such disclaimer be given in each note, bond, contract,
instrument, certificate share or undertaking made or issued by the Trustees or
officers of the Fund. The Agreement and Declaration of Trust provides for
indemnification out of the property of a particular Portfolio for all loss and
expense of any shareholder of that Portfolio held personally liable for the
obligations of such Portfolio. Thus, the risk of liability is limited to
circumstances in which the relevant Portfolio would be unable to meet its
obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
/s/ Vedder, Price, Xxxxxxx & Kammholz
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VEDDER, PRICE, XXXXXXX & KAMMHOLZ
RJM/XXX
XXXXX HUMMER INVESTMENT TRUST
Schedule of Board Resolutions Regarding Organizational and
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Securities Matters and Issuance of Shares
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Date Board Action
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11/21/83 Consent Resolutions of Sole Trustee
11/22/83 Organizational actions for Xxxxx Xxxxxx Growth Fund; authorization and
issuance of shares of Xxxxx Xxxxxx Growth Fund; resolutions regarding
filing of initial registration statement with SEC and various states
12/16/83 Consent Resolutions of Shareholders (approval of amendments to
Declaration of Trust); Consent Resolutions of Trustees (approval of
By-law amendment)
12/21/83 Redemption request of initial Massachusetts Shareholder
1/20/84 Ratify filing of Pre-Effective Amendment No.1; authorize filing of
Post-Effective Amendment; annual Blue Sky resolution
10/19/84 Annual Blue Sky resolution
1/16/85 Authorize filing of Post-Effective Amendment
10/22/85 Annual Blue Sky resolution
3/19/86 Authorize filing of Post-Effective Amendment
10/24/86 Annual Blue Sky resolution
3/20/87 Authorize filing of Post-Effective Amendment
10/21/87 Annual Blue Sky resolution
1/20/88 Authorize filing of Post-Effective Amendment
10/18/88 Annual Blue Sky resolution
4/25/89 Authorize filing of Post-Effective Amendment
10/19/89 Annual Blue Sky resolution
4/24/90 Authorize filing of Post-Effective Amendment
10/17/90 Annual Blue Sky resolution; ratify filing of Post-Effective Amendment
5/9/91 Authorize filing of Post-Effective Amendment
10/29/91 Annual Blue Sky resolution; ratify filing of Post-Effective Amendment
5/5/92 Authorize filing of Post-Effective Amendment
10/20/92 Annual Blue Sky resolution; ratify filing of Post-Effective Amendment
11/24/92 Approval of amendment to Declaration of Trust; approval of amended and
restated By-laws; creation of Income Fund and authorization of
issuance and sale of shares; authorize filing of Post-Effective
Amendment; annual Blue Sky resolution; various other organizational
actions for Income Fund
5/5/93 Authorize filing of Post-Effective Amendment
10/26/93 Annual Blue Sky resolution
5/4/94 Authorize filing of Post-Effective Amendment
10/25/94 Annual Blue Sky resolution
5/2/95 Authorize filing of Post-Effective Amendment
10/24/95 Annual Blue Sky resolution
5/3/96 Authorize filing of Post-Effective Amendment
10/21/96 Annual Blue Sky resolution
5/2/97 Authorize filing of Post-Effective Amendment
10/20/97 Annual Blue Sky resolution
5/1/98 Authorize filing of Post-Effective Amendment
10/19/98 Annual Blue Sky resolution
1/23/99 Recommend amendment to Declaration of Trust; approve amendment to By-
laws; initial organizational actions for Money Fund
5/7/99 Various organizational actions for Money Fund; organizational actions
for CorePortfolio Fund
