Exhibit (i)
WILMERHALE
x0 000 000 0000 (t)
x0 000 000 0000 (f)
xxxxxxxxxx.xxx
October 19, 2009
Xxxxxxx Investors Trust
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Xxxxxxx Investors Trust (the "Trust") was established as a Delaware statutory
trust under a Certificate of Trust dated on August 20, 1998 (the "Certificate of
Trust") and an Agreement and Declaration of Trust dated August 20, 1998, as
amended on November 14, 2002, August 15, 2005 and October 25, 2005 (the
"Declaration of Trust"). The beneficial interests thereunder are represented by
transferable shares of beneficial interest, with a par value of $0.10 per share
or such other amounts as the Trustees may establish.
The Trustees have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions provided therein. Pursuant to Article II,
Section 2.(p) and Article V Sections 1. and 2. of the Declaration of Trust, the
number of shares of beneficial interest authorized to be issued under the
Declaration of Trust 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. Pursuant to Article V Section 2. of the Declaration
of Trust, the Trustees are empowered in their discretion to issue shares of any
series for such amount and on such terms as the Trustees may authorize, all
without action or approval of the shareholders. As of the date of this opinion,
the Trust, consists of at least the four series of shares of beneficial
interest, all of which are divided into classes as set forth on Exhibit A.
We have examined the Certificate of Trust, the Declaration of Trust, the By-Laws
of the Trust as approved by the Trustees on August 20, 1998, as amended on
August 27, 1998, November 14, 2004, October 25, 2005 and March 9, 2006,
Post-Effective Amendment No. 83 to be filed with the Securities and Exchange
Commission (the "Commission") to the Trust's Registration Statement on Form N-1A
(File Nos. 002-17226 and 811-00994) on October 19, 2009 (as so amended, the
"Registration Statement"), 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 and the conformity to
original documents of all documents submitted to us as certified of photostatic
copies.
Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the rights and
remedies of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing and (iii)
duties and standards imposed on creditors and parties to contracts, including,
without limitation, requirements of good faith, reasonableness and fair dealing.
Further, we do not express any opinion as to (a) the availability of the remedy
of specific performance or any other equitable remedy upon breach of any
provision of any agreement whether applied by a court of law or equity, (b) the
successful assertion of any equitable defense, or (c) the right of any party to
enforce the indemnification or contribution provisions of any agreement.
WILMERHALE
Xxxxxxx Investors Trust
October 19, 2009
Page 2
In rendering the opinion below, insofar as it relates to the good standing and
valid existence of the Trust, we have relied solely on a certificate of the
Secretary of State of the State of Delaware, dated as of a recent date, and such
opinion is limited accordingly and is rendered as of the date of such
certificate.
This opinion is limited to the Delaware Statutory Trust Act statute (which for
this purpose includes applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws), and we express no opinion
with respect to the laws of any other jurisdiction or to any other laws of the
State of Delaware. Further, we express no opinion as to compliance with any
state or federal securities laws, including the securities laws of the State of
Delaware.
Subject to the foregoing, we are of the opinion that the Trust is a duly
organized and validly existing statutory trust in good standing under the laws
of the State of Delaware and that the shares of beneficial interest of the
Trust, when issued in accordance with the terms, conditions, requirements and
procedures set forth in the Declaration of Trust and the Trust's Registration
Statement on Form N-1A will constitute legally and validly issued, fully paid
and non-assessable shares of beneficial interest in the Trust, subject to
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
the Investment Company Act of 1940, as amended, and the applicable state laws
regulating the sale of securities.
We are opining only as to the specific legal issues expressly set forth herein,
and no opinion should be inferred as to any other matters. We are opining on the
date hereof as to the law in effect on the date hereof, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments that might affect any matters or
opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Form N-1A and to the use of our name therein. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Best regards,
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx, Partner
WILMERHALE
Xxxxxxx Investors Trust
October 19, 2009
Page 3
EXHIBIT A
SERIES CLASS
XXXXXXX FUND Class A, Class B, Class
C and Class I
XXXXXXX FINANCIAL SERVICES FUND Class A, Class B, Class
C and Class I
XXXXXXX FINANCIAL INDUSTRIES FUND Class A, Class C and
Class I
XXXXXXX U.S. GOVERNMENT MONEY MARKET FUND One non-designated Class
