As filed with the Securities and Exchange File No. 333-05173
Commission on October 22, 1999 File No. 811-7651
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 9
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 10
AETNA VARIABLE PORTFOLIOS, INC.
151 Farmington Avenue TS31, Hartford, Connecticut 06156
(860) 275-2032
Amy R. Doberman, Counsel
10 State House Square SH11, Hartford, Connecticut 06103-3602
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X on December 21, 1999 pursuant to paragraph (a) of Rule 485
--------
<PAGE>
AETNA VARIABLE PORTFOLIOS, INC.
This Supplement is dated December __, 1999
The information in this Supplement for Aetna Variable Portfolios, Inc. amends
the information contained in the Prospectus dated May 3, 1999 and supercedes the
Supplement previously issued. This Supplement should be read with the
Prospectus.
Effective January 1, 2000, Aeltus will assume responsibility from Bradley,
Foster & Sargent, Inc. for the daily management of Aetna Value Opportunity VP.
Accordingly, the following changes are effective January 1, 2000.
The seventh bullet of the section entitled "The Portfolios' Investments -
Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance" on page 3 of the Prospectus is deleted.
The following replaces the second paragraph of the section entitled "The
Portfolios' Investments - Investment Objectives, Principal Investment Strategies
and Risks, Investment Performance - Aetna Value Opportunity Fund" on page 10
Prospectus:
Principal Investment Strategies Under normal market conditions, Value
Opportunity invests at least 65% of its total assets in common stocks. In
managing Value Opportunity, Aeltus tends to invest in larger companies it
believes are trading below their real value, although it may invest in companies
of any size. Aeltus believes that Value Opportunity's investment objective can
best be achieved by investing in companies whose stock price has been
excessively discounted due to perceived problems. In searching for investments,
Aeltus evaluates financial and other characteristics of companies, attempting to
find those companies that appear to possess a catalyst for positive change, such
as strong management, solid assets, or market position, rather than those
companies whose stocks are simply inexpensive. Aeltus looks to sell a security
when company business fundamentals deviate from expectations or when stop-loss
levels are triggered.
The two paragraphs above the section entitled "Management of the Portfolios -
Portfolio Management" on page 27 of the Prospectus are deleted.
The following replaces the paragraph in the section entitled "Management of the
Portfolios - Value Opportunity" on page 27 of the Prospectus:
Value Opportunity. The Portfolio is managed by a team of Aeltus equity
investment specialists.
Effective January 31, 2000, the following replaces the paragraph of the section
entitled "Management of the Portfolios - Real Estate" on page 27 of the
Prospectus:
Real Estate. The Portfolio is managed by a team of Aeltus equity investment
spectialists.
Effective August 31, 1999, the following replaces the section entitled
"Management of the Portfolios - Portfolio Management - Index Plus Bond" on page
26 of the Prospectus:
Index Plus Bond. The Portfolio is managed by a team of Aeltus fixed-income
specialists.
<PAGE>
The following financial information replaces the section entitled "Financial
Highlights" on pages 32 through 36 of the Prospectus:
Financial Highlights
These highlights are intended to help you understand each Portfolio's
performance since its commencement of operations. Certain information reflects
financial results for a single Portfolio share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
each Portfolio (assuming reinvestment of all dividends and distributions). The
information in these tables has been audited by _______, independent auditors,
whose reports, along with the Portfolios' Financial Statements, are included in
the Portfolios' Annual Reports, which are available upon request. In addition,
selected data presented below for the periods ended June 30, 1999 have been
taken from records of the Portfolios, which are unaudited.
[INSERT FINANCIAL HIGHLIGHTS HERE]
[Form No.] December 1999
<PAGE>
AETNA VARIABLE PORTFOLIOS, INC.
Supplement dated December __, 1999
The information in this Supplement for Aetna Variable Portfolios, Inc. amends
the information contained in the Statement of Additional Information
("Statement") dated May 3, 1999. This Supplement should be read with the
Statement.
The following changes are effective January 1, 2000.
The following replaces the ninth sentence of the second paragraph of the section
entitled "Investment Techniques, Risk Factors and Other Considerations - Call
and Put Options" on page 8 of the Statement:
The Funds and Portfolios purchase call options primarily as a temporary
substitute for taking positions in certain securities or in the securities that
comprise a relevant index, particularly if Aeltus considers these instruments to
be undervalued relative to the prices of particular securities or of the
securities underlying that index.
The following replaces the first sentence of the third paragraph of the section
entitled "Investment Techniques, Risk Factors and Other Considerations - Call
and Put Options" on page 9 of the Statement:
A Fund or Portfolio may purchase put options when Aeltus believes that a
temporary defensive position is desirable in light of market conditions, but
does not desire to sell a portfolio security.
The following replaces the section entitled "Control Persons and Principal
Shareholders" on page 22 of the Statement:
As of September 30, 1999, Aetna and its affiliates owned 99.99% of the shares of
AVPI, 100% of the shares of AGPI, 100% of the shares of Money Market, 100% of
the shares of Balanced, 99.43% of the shares of Bond Fund and 99.60% of the
shares of Growth and Income, all of which were allocated to variable annuity and
variable life insurance separate accounts to fund obligations under VA Contracts
and VLI Policies. Contract holders in these separate accounts are provided the
right to direct the voting of Fund or Portfolio shares at shareholder meetings.
Aetna and its affiliates vote the shares that they own in these separate
accounts in accordance with contract holders' directions. Undirected shares of a
Fund or Portfolio will be voted for each account in the same proportion as
directed shares.
As of September 30, 1999, officers and Directors owned less than 1% of the
outstanding shares each Fund or Portfolio.
Aetna (like Aeltus) is an indirect wholly-owned subsidiary of Aetna Retirement
Services, Inc., which is in turn an indirect wholly-owned subsidiary of Aetna
Inc. Aetna's principal office is located at 151 Farmington Avenue, Hartford,
Connecticut 06156. Aetna is registered with the Commission as an investment
adviser.
The section entitled "The Subadvisory Agreement" on pages 24 and 25 of the
Statement is deleted.
[Form No.] December 1999
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Articles of Incorporation (June 4, 1996)(1)
(a.2) Articles of Amendment (October 15, 1996)(2)
(a.3) Articles Supplementary (October 29, 1997)(3)
(a.4) Articles of Amendment (May 1, 1998)(4)
(a.5) Articles of Amendment (April 1, 1999)(5)
(b) Amended Bylaws(2)
(c) Instruments Defining Rights of Holders (set forth in the Articles
of Incorporation which are incorporated by reference)(1)
(d.1) Investment Advisory Agreement between Aeltus Investment
Management, Inc. ("Aeltus") and Aetna Variable Portfolios, Inc.,
on behalf of Aetna Value Opportunity VP, Aetna Growth VP, Aetna
Small Company VP, Aetna Index Plus Large Cap VP, Aetna High Yield
VP, Aetna Index Plus Bond VP, Aetna Index Plus Mid Cap VP, Aetna
Index Plus Small Cap VP, Aetna International VP and Aetna Real
Estate Securities VP(6)
(e) Underwriting Agreement between Aetna Variable Portfolios, Inc.
and Aetna Life Insurance and Annuity Company(2)
(f) Directors' Deferred Compensation Plan(3)
(g.1) Custodian Agreement between Aetna Variable Portfolios, Inc. and
Mellon Bank, N.A. for Aetna Value Opportunity VP, Aetna Growth
VP, Aetna Index Plus Large Cap VP and Aetna Small Company VP(2)
(g.2) Amendment to Custodian Agreement between Aetna Variable
Portfolios, Inc. and Mellon Bank, N.A. for Aetna Index Plus Bond
VP, Aetna Index Plus Mid Cap VP, Aetna Index Plus Small Cap VP,
Aetna High Yield VP and Aetna Real Estate Securities VP(3)
(g.3) Custodian Agreement between Aetna Variable Portfolios, Inc. and
Brown Brothers Harriman & Co. for Aetna International VP(4)
(h.1) Administrative Services Agreement between Aeltus and Aetna
Variable Portfolios, Inc., on behalf of Aetna Value Opportunity
VP, Aetna Growth VP, Aetna Small Company VP, Aetna Index Plus
Large Cap VP, Aetna High Yield VP, Aetna Index Plus Bond VP,
Aetna Index Plus Mid Cap VP, Aetna Index Plus Small Cap VP, Aetna
International VP and Aetna Real Estate Securities VP(6)
(h.2) License Agreement(2)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors*
(k) Not applicable
(l.1) Agreement re: Initial Contribution to Working Capital for Aetna
Value Opportunity VP, Aetna Growth VP, Aetna Index Plus Large Cap
VP and Aetna Small Company VP(2)
<PAGE>
(l.2) Agreement re: Initial Contribution to Working Capital for Aetna
Index Plus Bond VP, Aetna Index Plus Mid Cap VP, Aetna Index Plus
Small Cap VP, Aetna High Yield VP, Aetna Real Estate Securities
VP and Aetna International VP(7)
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p.1) Power of Attorney (November 6, 1998)(8)
(p.2) Authorization for Signatures(7)
1. Incorporated by reference to the Registration Statement on Form N-1A (File
No. 333-05173), as filed with the Securities and Exchange Commission on
June 4, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on March 7, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on February 26, 1998.
4. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on April 27, 1998.
5. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on April 27, 1999
6. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on September 30, 1998.
7. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the Securities
and Exchange Commission on September 26, 1997.
8. Incorporated by reference to Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on December 17, 1998.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of September 30, 1999, Aetna Life Insurance and
Annuity Company (Aetna), and its affiliates, had the following interest
in the portfolios of the Registrant, through direct ownership or through
one of Aetna's separate accounts:
<TABLE>
<CAPTION>
% Aetna
-------
<S> <C>
Aetna Value Opportunity VP 100.00%
Aetna Growth VP 100.00%
Aetna Index Plus Large Cap VP 100.00%
Aetna Small Company VP 100.00%
Aetna Index Plus Bond VP 99.96%
Aetna Index Plus Mid Cap VP 100.00%
Aetna Index Plus Small Cap VP 100.00%
Aetna International VP 100.00%
Aetna High Yield VP 100.00%
Aetna Real Estate Securities VP 100.00%
</TABLE>
Aetna is an indirect wholly owned subsidiaries of Aetna Inc.
A list of all persons directly or indirectly under common control with
the Registrant and a list which indicates the principal business of each
such company referenced in the diagram are incorporated herein by
reference to Item 26 of the Registration Statement on Form N-4 (File No.
333-87131), as filed electronically with the Securities and Exchange
Commission on September 15, 1999.
Item 25. Indemnification
Article 10, Section (iv) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a.1) to Registrant's
Registration Statement on Form N-1A (File No. 333-05173), as filed on
June 4, 1996, provides for indemnification of directors and officers. In
addition, the Registrant's officers and directors are currently covered
under a directors and officers errors and omissions liability insurance
policy issued by ICI Mutual Insurance Company which expires October 1,
2002.
Section XI.B of the Administrative Services Agreement, incorporated
herein by reference to Exhibit (h.1) to Registrant's Registration
statement on Form N-1A (File No. 333-05173), as filed on February 10,
1999, provides for indemnification of the Administrator.
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the
<PAGE>
corporation's charter or articles of incorporation) indemnify a director
who is successful on the merits in defending a suit against him by reason
of being a director for "reasonable expenses." The statutory provisions
are not exclusive; i.e., a corporation may provide greater
indemnification rights than those provided by statute.
Item 26. Business and Other Connections of Investment Adviser
The investment adviser, Aeltus Investment Management, Inc. ("Aeltus"), is
registered as an investment adviser with the Securities and Exchange
Commission. In addition to serving as investment adviser and
administrator for the Registrant, Aeltus acts as investment adviser and
administrator for Aetna Variable Fund, Aetna Income Shares, Aetna
Variable Encore Fund, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna
Generation Portfolios, Inc., and Aetna Series Fund, Inc. (all management
investment companies registered under the Investment Company Act of 1940
(1940 Act)). It also acts as investment adviser to certain private
accounts.
The following table summarizes the business connections of the directors
and principal officers of the investment adviser.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director (February 1995 - March 1998) -- Aetna
Executive Officer, Chief Investment Life Insurance and Annuity Company; Senior Vice
Officer President (since September 1994) -- Aetna Life
Insurance and Annuity Company.
J. Scott Fox Director, Managing Director, Chief Vice President (since April 1997) -- Aetna
Operating Officer, Chief Financial Retirement Services, Inc.; Director and Senior
Officer Vice President (March 1997 - February 1998) --
Aetna Life Insurance and Annuity Company;
Managing Director, Chief Operating Officer,
Chief Financial Officer, Treasurer (April
1994 - March 1997) -- Aeltus Investment
Management, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas J. McInerney Director President (since August 1997) -- Aetna Retirement
Services, Inc.; Director and President (since
September 1997) -- Aetna Life Insurance and
Annuity Company; Executive Vice President (since
August 1997) -- Aetna Inc.; Vice President,
Strategy (March 1997 - August 1997) -- Aetna Inc.;
Vice President, Marketing and Sales (December 1996
- March 1997) -- Aetna U.S. Healthcare.
Catherine H. Smith Director Chief Financial Officer (since February 1998) --
Aetna Retirement Services, Inc.; Director, Senior
Vice President and Chief Financial Officer (since
February 1998) -- Aetna Life Insurance and Annuity
Company; Vice President, Strategy, Finance and
Administration, Financial Relations (September
1996 - February 1998) -- Aetna Inc.
Lennart A. Carlson Managing Director, Fixed Income Managing Director (since January 1996) -- Aeltus
Investments Trust Company.
Stephanie A. DeSisto Vice President
Amy R. Doberman Vice President, General Counsel and Counsel (since December 1996) -- Aetna Life
Secretary Insurance and Annuity Company.
Steven C. Huber Managing Director, Fixed Income Managing Director (since August 1996) -- Aeltus
Investments Trust Company.
Brian K. Kawakami Vice President, Chief Compliance Chief Compliance Officer & Director (since January
Officer 1996) -- Aeltus Trust Company; Chief Compliance
Officer (since August 1993) -- Aeltus Capital, Inc.
Neil Kochen Managing Director, Product Managing Director (since April 1996) -- Aeltus
Development Trust Company; Managing Director (since August
1996) -- Aeltus Capital, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Frank Litwin Managing Director, Retail Marketing Vice President, Strategic Marketing (April, 1992 -
and Sales August, 1997) -- Fidelity Investments
Institutional Services Company.
Kevin M. Means Managing Director, Equity Managing Director (since August 1996) -- Aeltus
Investments Trust Company.
L. Charles Meythaler Managing Director, Institutional Director (since July 1997) -- Aeltus Trust
Marketing and Sales Company; Managing Director (since June 1997) --
Aeltus Trust Company; President (June 1993 - April
1997) -- New England Investment Association.
Jeanne Wong-Boehm Managing Director, Fixed Income Managing Director (since August 1996) -- Aeltus
Investments Trust Company.
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal business
address of each person named is 10 State House Square, Hartford, Connecticut
06103-3602. The address of Mr. McInerney and Ms. Smith is 151 Farmington
Avenue, Hartford, Connecticut 06156.
Item 27. Principal Underwriters
- -------------------------------
(a) In addition to serving as the principal underwriter for the Registrant,
Aetna also acts as the principal underwriter for Aetna Variable Fund,
Aetna Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP,
Inc., Aetna GET Fund and Aetna Generation Portfolios, Inc. and as
investment adviser, principal underwriter and administrator for
Portfolio Partners, Inc. (all management investment companies
registered under the 1940 Act). Additionally, Aetna acts as the
principal underwriter and depositor for Variable Annuity Account B of
Aetna, Variable Annuity Account C of Aetna, Variable Annuity Account G
of Aetna, and Variable Life Account B of Aetna (separate accounts of
Aetna registered as unit investment trusts under the 1940 Act). Aetna
is also the principal underwriter for Variable Annuity Account I of
Aetna Insurance Company of America ("AICA") (a separate account of AICA
registered as a unit investment trust under the 1940 Act).
(b) The following are the directors and principal officers of the
Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ ---------------------
<S> <C> <C>
Thomas J. McInerney Director and President None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ ---------------------
<S> <C> <C>
Shaun P. Mathews Director and Senior Vice President Director
Catherine H. Smith Director, Senior Vice President and Chief None
Financial Officer
Robert D. Friedhoff Senior Vice President None
Steven A. Haxton Senior Vice President None
Willard I. Hill, Jr. Senior Vice President None
John Y. Kim Senior Vice President Director
Deborah Koltenuk Vice President, Treasurer and Corporate None
Controller
Therese Squillacote Vice President and Chief Compliance Officer None
Kirk P. Wickman Vice President, General Counsel and None
Corporate Secretary
</TABLE>
* Except with respect to Mr. Kim, the principal business address of all
directors and officers listed is 151 Farmington Avenue, Hartford,
Connecticut 06156. Mr. Kim's address is 10 State House Square, Hartford,
Connecticut 06103-3602.
(c) Not applicable
Item 28. Location of Accounts and Records
- --------------------------------------------------
As required by Section 31(a) of the 1940 Act and the rules thereunder,
the Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 151 Farmington
Avenue, Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.
Item 29. Management Services
- --------------------------------
Not applicable.
Item 30. Undertakings
- -------------------------
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Variable Portfolios, Inc. has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, duly authorized, in the
City of Hartford, and State of Connecticut, on the 22nd day of October, 1999.
AETNA VARIABLE PORTFOLIOS, INC.
-------------------------------
Registrant
By: J. Scott Fox*
-------------------------------
J. Scott Fox
President
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
date(s) indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
J. Scott Fox* President and Director
- ------------------------------------- (Principal Executive Officer) )
J. Scott Fox )
)
Albert E. DePrince, Jr.* Director )
- ------------------------------------- )
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Director ) October
- ------------------------------------- )
Maria T. Fighetti ) 22, 1999
)
David L. Grove* Director )
- ------------------------------------- )
David L. Grove )
)
John Y. Kim* Director )
- ------------------------------------- )
John Y. Kim )
)
Sidney Koch* Director )
- -------------------------------------
Sidney Koch )
)
Shaun P. Mathews* Director )
- ------------------------------------- )
Shaun P. Mathews )
)
<PAGE>
Corine T. Norgaard* Director )
- ------------------------------------- )
Corine T. Norgaard )
)
Richard G. Scheide* Director )
- ------------------------------------- )
Richard G. Scheide )
)
Stephanie A. DeSisto* Treasurer and Chief Financial Officer )
- ------------------------------------- )
Stephanie A. DeSisto (Principal Financial and Accounting Officer) )
</TABLE>
By: /s/ Amy R. Doberman
-------------------------------------------------------------
*Amy R. Doberman
Attorney-in-Fact
* Executed pursuant to Power of Attorney dated November 6, 1998 and filed with
the Securities and Exchange Commission on December 17, 1998.
<PAGE>
Aetna Variable Portfolios, Inc.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ---------- ------- ----
<S> <C> <C>
99-(i) Opinion and Consent of Counsel
-------------------
</TABLE>
Amy R. Doberman
Counsel
Aetna Variable Portfolios, Inc.
October 22, 1999 (860) 275-2032
Fax: (860) 275-2158
U.S. Secuities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Variable Portfolios, Inc.
Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A
(File No. 333-05173 and 811-7651)
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Variable Portfolios, Inc., a Maryland
corporation (the "Company"). It is my understanding that the Company has
registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act").
Insofar as it relates or pertains to the Company, I have reviewed the prospectus
and the Company's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the 1933 Act and
the 1940 Act, pursuant to which the Shares will be sold (the "Registration
Statement"). I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents and other instruments I have
deemed necessary or appropriate for the purpose of this opinion. For purposes of
such examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.
Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Company's Articles of Incorporation and
the Registration Statement, I am of the opinion that the securities will when
sold be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Amy R. Doberman
Amy R. Doberman
Counsel
