Exhibit (i)
November 20, 2000
Zurich Yieldwise Funds
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-lA under the Securities Act of 1933 being filed by Zurich
Yieldwise Funds (the "Fund") in connection with the public offering from time to
time of units of beneficial interest, no par value ("Shares"), in the Zurich
Yieldwise Money Fund, Zurich Yieldwise Government Money Fund, and Zurich
Yieldwise Municipal Money Fund (each, a "Portfolio" and collectively, the
"Portfolios").
We have acted as counsel to the Fund, 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 Agreement and
Declaration of Trust dated June 12, 1995, as amended by the Written Instrument
Amending the Agreement and Declaration of Trust dated August 23, 1996 and
November 6, 1996, and the Certificate of Amendment of Declaration of Trust dated
November 17, 1998, the Establishment and Designation of Shares of Beneficial
interest dated November 17, 1998, and the By-Laws of the Fund adopted November
20, 1996, are presently in full force and effect and have not been amended in
any respect and that the resolutions adopted by the Board of Trustees of the
Fund on November 20, 1996, July 21, 1998 and November 17, 1998 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
association with transferrable shares under the laws of the Commonwealth 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 Agreement and Declaration of Trust and the receipt by
the Fund of a purchase price not less than the net asset value per Share and
when the pertinent provisions of the
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VEDDER PRICE
Zurich Yieldwise Funds
November 20, 2000
Page 2
Securities Act of 1933 and such "blue-sky" and securities laws as may be
applicable have been complied with, 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 a
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or a 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 the Portfolios 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 a
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, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
