XXXX/XXXXX
A Professional Corporation
Xxxx, Xxxxx, Xxxxxx & Xxxxxxx
Attorneys at Law
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-1643
000-000-0000 FAX 000-000-0000
August 29, 1997
Xxxxxxx Global Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Xxxxxxx Global Fund, Inc. ("Xxxxxxx") is a corporation organized under the
laws of the State of Maryland on May 15, 1986, having its principal place of
business in New York, New York.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, Xxxxxxx registered an indefinite number of shares of its capital
stock, effective July 31, 1986.
We further understand that, pursuant to the provisions of Rule 24f-2,
you are about to file with the Securities and Exchange Commission a notice
making definite registration of 14,605,358 shares of capital stock of Xxxxxxx'x
Global Fund Series and Xxxxxxx'x International Bond Fund Series (collectively,
the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended June
30, 1997.
We have made such legal and factual investigations as we have deemed
necessary for purposes of this opinion. In our investigation, we have assumed
the genuineness of all signatures, the proper execution of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies.
Xxxxxxx Global Fund, Inc.
August 29, 1997
Page 2
In rendering the opinions set forth below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Charter, By-Laws, as amended, and certain records of corporate proceedings of
Xxxxxxx, and such additional documents, and we have obtained such other
certificates, affidavits and advices from officers of Xxxxxxx or from public
officials, as we have deemed necessary or appropriate for the purpose of this
opinion.
We are of the opinion that all of the Shares were legally and validly
issued, and are fully paid and non-assessable. The opinion expressed in the
preceding sentence is based upon the assumptions that the consideration received
by Xxxxxxx for each such Share was in cash and in an amount not less than $0.01
per Share and that the per share consideration equaled the reported net asset
value per share of Xxxxxxx'x Global Fund Series or Xxxxxxx'x International Bond
Fund Series, as the case may be, determined in accordance with the Charter,
By-laws, as amended, and resolutions and policies of the Board of Directors, and
that all of such Shares were issued on the basis set forth in Xxxxxxx'x
registration statement filed with the Securities and Exchange Commission
relating to the Shares.
We express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940 or the securities laws of any state with
respect to the issuance of the Shares.
We consent to your filing this opinion with the Securities and Exchange
Commission in connection with the Rule 24f-2 Notice which you are about to file
pursuant to the Investment Company Act of 1940.
Sincerely,
/s/Ober, Kaler, Xxxxxx & Xxxxxxx,
A Professional Corporation
