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EXHIBIT (i)
July 9, 1999
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
Target Funds
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
Re: Target Funds
Ladies and Gentlemen:
We have acted as special Delaware counsel to Target Funds, a Delaware business
trust (the "Trust"), in connection with the creation of the Trust and certain
matters relating to the proposed issuance of Shares of the Trust. Capitalized
terms used herein and not otherwise herein defined are used as defined in the
Agreement and Declaration of Trust of the Trust dated July 8, 1999 (the
"Governing Instrument").
In rendering this opinion, we have examined copies of the following documents,
each in the form provided to us: the Certificate of Trust of the Trust as filed
in the Office of the Secretary of State of the State of Delaware (the "State
Office") on July 8, 1999 (the "Certificate"); the Governing Instrument; the
By-laws of the Trust (the "By-laws"); a Unanimous Written Consent of the Board
of Trustees of the Trust dated July 8, 1999 (the "Consent" and, together with
the Governing Instrument and the By-laws, the "Governing Documents"); the
Notification of Registration Filed Pursuant to Section 8(a) of the Investment
Company Act of 1940 on Form N-8A of the Trust to be filed with the Securities
and Exchange Commission on or about the date hereof; the Registration Statement
on Form N-1A of the Trust to be filed with the Securities and Exchange
Commission on or about the date hereof (the "Registration Statement"); and a
certification of good standing of the Trust obtained as of a recent date from
the State Office. In such examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as copies or drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have further assumed
for the purpose of this opinion: (i) the due adoption, authorization, execution
and delivery by, or on behalf of, each of the parties thereto of the
above-referenced resolutions, instruments, certificates and other documents, and
of all documents contemplated by the Governing Instrument, the By-laws and
applicable resolutions of the Trustees of the Trust to be executed by investors
acquiring Shares; (ii) the payment of consideration for Shares, and the
application of such consideration, as provided in the Governing Instrument and
all applicable resolutions of the Trustees of the Trust, and compliance with the
other terms, conditions and restrictions set forth in the Governing Documents in
connection with the issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to designate Series of Shares
and the rights and preferences attributable thereto as contemplated by the
Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate registers and other books and
records of the Trust in connection with the issuance, redemption or transfer of
Shares; (iv) that no event has occurred subsequent to the filing of the
Certificate that would cause a termination or reorganization of the Trust under
Section 2 or Section 3 of Article VIII of the Governing Instrument; (v) that the
activities of the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Business Trust Act, 12 Del.
C. Sections 3801 et seq. (the "Delaware Act"); and (vi) that each of the
documents examined by us is in full force and effect and has not been amended,
supplemented or otherwise modified. No opinion is expressed herein with respect
to the requirements of, or compliance with, federal or state securities or blue
sky laws. Further, we
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have not participated in the preparation of the Registration Statement or any
other offering documentation relating to the Trust or the Shares and we assume
no responsibility for their contents. As to any facts material to our opinion,
other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to matters of
Delaware law, it is our opinion that:
The Trust is a duly created and validly existing business trust in good standing
under the laws of the State of Delaware.
The issuance of the Shares has been duly authorized on behalf of the Trust and,
when issued to Shareholders in accordance with the terms, conditions,
requirements and procedures and for the consideration set forth in the Governing
Documents, will constitute legally issued, fully paid and non-assessable Shares
of beneficial interest in the Trust
Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware; provided, however, that we express no opinion with respect to the
liability of any Shareholder who is, was or may become a named Trustee of the
Trust. Neither the existence nor exercise of the voting rights granted to
Shareholders under the Governing Instrument will, of itself, cause a Shareholder
to be deemed a trustee of the Trust under the Delaware Act. Notwithstanding the
foregoing or the opinion expressed in paragraph 2 above, we note that, pursuant
to Section 5 of Article IV of the Governing Instrument, the Trustees have the
power to cause Shareholders, or Shareholders of a particular Series, to pay
certain custodian, transfer, servicing or similar agent charges by setting off
the same against declared but unpaid dividends or by reducing Share ownership
(or by both means).
We hereby consent to the filing of a copy of this opinion with the Securities
and Exchange Commission with the Registration Statement. In giving this consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion set forth above is
expressed solely for the benefit of the addressee hereof in connection with the
matters contemplated hereby and may not be relied upon for any other purpose or
by any other person or entity without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Morris, Nichols, Arsht & Tunnell
