SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2161
Boston
June 30, 2000
The Trustees of Spectra Fund
1 World Trade Center
New York, New York 10048
Re: Spectra Fund--Post-Effective Amendment
to Registration Statement on Form N-1A
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Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law
relating to Spectra Fund, a trust with transferable shares established under
Massachusetts law (the "Trust"), in connection with the Trust's filing with the
Securities and Exchange Commission (the "SEC") of Post-Effective Amendment No. 8
to its Registration Statement on Form N-1A under the Securities Act of 1933, as
amended (the "Securities Act"), Registration No. 33-98102, and Amendment No. 21
to its Registration Statement under the Investment Company Act of 1940, as
amended, Registration No. 811-1743 (collectively, the "Registration Statement",
and such amendments, collectively, the "Amendment").
We acted as Massachusetts counsel to the Trust in connection with the
execution and delivery of its Declaration of Trust dated July 5, 1995 (the
"Original Declaration"), and the authorization by the Trustees of the Trust of
the issuance and sale of the shares of beneficial interest, one mill ($.001) par
value, Class A and Class N (collectively, the "Shares") which are subject to the
Registration Statement, as amended by the Amendment. In this connection, we have
examined and are familiar with the Original Declaration, as amended and restated
by an Amended and Restated Declaration of Trust dated February 17, 1997, as
further amended by a Certificate of Amendment, dated May 30, 2000 (the Original
Declaration, as so amended and restated and further amended, the "Declaration"),
the Bylaws of the Trust, the Amendments, substantially in the form in which they
are to be filed with the SEC, the forms of the Prospectus (the "Prospectus") and
the Statement of Additional Information (the "SAI") forming part of the
Registration Statement, as amended by the Amendments, certificates of officers
of the Trust as to actions of the Trustees, certificates of officers of the
Trust and of public officials as to other matters of fact, and such questions of
law and fact, as we have considered necessary or appropriate for purposes of the
opinions expressed herein. We have assumed the genuineness of the signatures on,
and the authenticity of, all documents furnished to us, and the conformity to
the originals of documents submitted to us as certified copies, which facts we
have not independently verified.
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The Trustees of Spectra Fund June 30, 2000
Based upon and subject to the foregoing, we hereby advise you that, in our
opinion, under Massachusetts law:
1. The Trust is validly existing as a trust with transferable shares of the
type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares of both
Class A and Class N; the Shares have been duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action of the
shareholders of the Trust is required in such connection.
3. The Shares subject to the Registration Statement, when duly sold, issued
and paid for as contemplated by the Prospectus and the SAI, will be
validly and legally issued, and fully paid and nonassessable by the
Trust.
With respect to the opinion stated in paragraph 3 above, we wish to point
out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the Declaration
and the laws of The Commonwealth of Massachusetts applying to business trusts
generally, but does not extend to the Massachusetts Securities Act, or to
federal securities or other laws.
We hereby consent to the reference to us in the Prospectus, and to the
filing of this opinion with the SEC as an exhibit to the Registration Statement.
In giving such consent, we do not thereby concede that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
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SULLIVAN & WORCESTER LLP
