EX-99.(I)(1) 6 a07-16423_1ex99di1.htm EX-99.(I)(1)

EXHIBIT NO. EX-99.i.1

Stradley Ronon Stevens & Young, LLP

2600 One Commerce Square

Philadelphia, PA 19103-7098

Telephone (215) 564-8000

Fax (215) 564-8120

 

Jana L. Cresswell

JCresswell@stradley.com

215-564-8048

June 22, 2007

The UBS Funds

One North Wacker Drive

Chicago, IL  60606

Re:                               Legal Opinion - Securities Act of 1933

Ladies and Gentlemen:

We have examined the Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) of The UBS Funds (the “Trust”), a series statutory trust organized under the Delaware Statutory Trust Act, the By-Laws of the Trust, all as amended to date, and the various pertinent corporate proceedings that we deem material.  We have also examined the Notification of Registration and the Registration Statements filed on behalf of the Trust under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act of 1933, as amended (the “Securities Act”), all as amended to date, as well as other items we deem material to this opinion.

The Trust is authorized by its Declaration of Trust to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share.  The Trust is currently authorized by the Declaration to issue shares of the series designated as the UBS Dynamic Alpha Fund, UBS Global Allocation Fund, UBS Global Frontier Fund (to become effective on June 24, 2007), UBS Global Equity Fund, UBS International Equity Fund, UBS U.S. Equity Alpha Fund, UBS U.S. Large Cap Equity Fund, UBS U.S. Large Cap Growth Fund, UBS U.S. Large Cap Value Equity Fund, UBS U.S. Mid Cap Growth Equity Fund, UBS U.S. Small Cap Growth Fund, UBS Absolute Return Bond Fund, UBS Global Bond Fund, UBS High Yield Fund, UBS U.S. Bond Fund, UBS Emerging Markets Equity Fund, UBS U.S. Real Estate Equity Fund, UBS U.S. Small Cap Equity Fund and UBS Emerging Markets Debt Fund.

The Declaration of Trust designates, or authorizes the Trustees to designate, one or more series or classes of shares of the Trust, and allocates, or authorizes the Trustees to allocate, shares of beneficial interest to each such series or class.  The Declaration of Trust also empowers the Trustees to designate any additional series or classes and allocate shares to such series or classes.

Philadelphia, PA · Malvern, PA · Wilmington, DE · Cherry Hill, NJ · Washington, DC

A Pennsylvania Limited Liability Partnership



The Trust has filed with the U.S. Securities and Exchange Commission, a registration statement under the Securities Act, which registration statement is deemed to register an indefinite number of shares of the Trust pursuant to the provisions of Section 24(f) of the Investment Company Act.  You have further advised us that the Trust has filed, and each year hereafter will timely file, a Notice pursuant to Rule 24f-2 under the Investment Company Act perfecting the registration of the shares sold by the series of the Trust during each fiscal year during which such registration of an indefinite number of shares remains in effect.

You have also informed us that the shares of the Trust have been, and will continue to be, sold in accordance with the Trust’s usual method of distributing its registered shares, under which prospectuses are made available for delivery to offerees and purchasers of such shares in accordance with Section 5(b) of the Securities Act.

Based upon the foregoing information and examination, so long as the Trust remains a valid and subsisting entity under the laws of its state of organization, and the registration of an indefinite number of shares of the Trust remains effective, the authorized shares of the Trust when issued for the consideration set by the Board pursuant to the Declaration of Trust, and subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid, and non-assessable shares, and the holders of such shares will have all the rights provided for with respect to such holding by the Declaration of Trust and the laws of the State of Delaware.

We hereby consent to the use of this opinion, in lieu of any other, as an exhibit to the Registration Statement of the Trust, along with any amendments thereto, covering the registration of the shares of the Trust under the Securities Act and the applications, registration statements or notice filings, and amendments thereto, filed in accordance with the securities laws of the several states in which shares of the Trust are offered, and we further consent to reference in the registration statement of the Trust to the fact that this opinion concerning the legality of the issue has been rendered by us.

 

Very truly yours,

 

 

 

 

STRADLEY, RONON, STEVENS & YOUNG, LLP

 

 

 

 

 

 

 

BY:

/s/ Jana L. Cresswell

 

 

 

Jana L. Cresswell, a Partner

 

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