1933 Act File No. 2-10638
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 86 [X]
(Check appropriate box or boxes)
LORD ABBETT AFFILIATED FUND, INC.
(Exact Name of Registrant as Specified in Charter)
(212) 848-1800
(Area Code and Telephone Number)
767 FIFTH AVENUE
NEW YORK, NY 10153
(Address of Principal Executive Offices
Number, Street, City, State, Zip Code)
LAWRENCE H. KAPLAN, VICE PRESIDENT
767 FIFTH AVENUE
NEW YORK, NY 10153
(Name and Address of Agent for Service,
Number, Street, City, State, Zip Code)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
TITLE OF THE SECURITIES BEING REGISTERED: SHARES OF BENEFICIAL INTEREST WITH PAR
VALUE OF $0.001. NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF
SHARES HAVE PREVIOUSLY BEEN REGISTERED PURSUANT TO RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. A RULE 24F-2 NOTICE FOR THE REGISTRANT'S FISCAL
YEAR ENDED OCTOBER 31, 1998 WAS FILED ON JANUARY 29, 1999.
THIS FILING WILL BECOME EFFECTIVE UPON FILING, PURSUANT TO RULE 485(B).
LORD ABBETT AFFILIATED FUND, INC.
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(Pursuant to Rule 481(a) under the Securities Act of 1933)
N-14 ITEM NO. AND CAPTION LOCATION IN PROSPECTUS
<S> <C>
PART A
1. Beginning of Registration Statement and Facing Page of Registration Statement; Front
Outside Front Cover Page of Prospectus Cover Page of Prospectus
2. Beginning and Outside Back Cover Page Table of Contents
of Prospectus
3. Synopsis Information and Risk Factors Summary; Comparisons of Some Important Features
4. Information About the Transaction Summary; Reasons for the Merger; Information
About the Merger
5. Information About the Registrant Prospectus Cover Page; Summary; Comparisons of
Some Important Features; Comparison of
Investment Goals and Policies; Information
About Affiliated Fund; Information About Real
Silk
6. Information About the Company Being Prospectus Cover Page; Summary; Comparisons of
Acquired Some Important Features; Comparison of
Investment Goals and Policies; Information
About Affiliated Fund; Information About Real
Silk
7. Voting Information Prospectus Cover Page; Notice of Special
Shareholders Meeting; Voting Information;
Principal Holders of Shares
8. Interest of Certain Persons and Experts None
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
PART B
10. Cover Page Cover Page of Statement of Additional
Information
11. Table of Contents Not Applicable
12. Additional Information About the Incorporation of Documents by Reference in the
Registrant Statement of Additional Information
<PAGE>
13. Additional Information About the Incorporation of Documents by Reference in the
Company Being Acquired Statement of Additional Information
14. Financial Information Incorporation of Documents by Reference in the
Statement of Additional Information
</TABLE>
PART C -- OTHER INFORMATION
Part C contains the information required by Items 15-17 as set forth in the
form.
<PAGE>
PART C. OTHER INFORMATION
Item 15. Indemnification
Registrant is incorporated under the laws of the State of
Maryland and is subject to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of the State of
Maryland controlling the indemnification of the directors and
officers. Since Registrant has its executive offices in the
State of New York, and is qualified as a foreign corporation
doing business in such State, the persons covered by the
foregoing statute may also be entitled to and subject to the
limitations of the indemnification provisions of Section
721-726 of the New York Business Corporation Law.
The general effect of these statutes is to protect officers,
directors and employees of Registrant against legal liability
and expenses incurred by reason of their positions with the
Registrant. The statutes provide for indemnification for
liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the
corporation, and in each case place conditions under which
indemnification will be permitted, including requirements that
the officer, director or employee acted in good faith. Under
certain conditions, payment of expenses in advance of final
disposition may be permitted. The By-laws of Registrant,
without limiting the authority of Registrant to indemnify any
of its officers, employees or agents to the extent consistent
with applicable law, make the indemnification of its directors
mandatory subject only to the conditions and limitations
imposed by the above- mentioned Section 2-418 of Maryland law
and by the provisions of Section 17(h) of the Investment
Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-laws to, and making indemnification of
directors subject to the conditions and limitations of, both
Section 2-418 of the Maryland law and Section 17(h) of the
Investment Company Act of 1940, Registrant intends that
conditions and limitations on the extent of the
indemnification of directors imposed by the provisions of
either Section 2-418 or Section 17(h) shall apply and that any
inconsistency between the two will be resolved by applying the
provisions of said Section 17(h) if the condition or
limitation imposed by Section 17(h) is the more stringent. In
referring in its By-laws to SEC Release No. IC-11330 as the
source for interpretation and implementation of said Section
17(h), Registrant understands that it would be required under
its By-laws to use reasonable and fair means in determining
whether indemnification of a director should be made and
undertakes to use either (1) a final decision on the merits by
a court or other body before whom the proceeding was brought
that the person to be indemnified ("indemnitee") was not
liable to Registrant or to its security holders by reason of
willful malfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct") or (2) in the absence of such a
decision, a reasonable determination, based upon a review of
the facts, that the indemnitee was not liable by reason of
such disabling conduct, by (a) the vote of a majority of a
quorum of directors who are neither "interested persons" (as
defined in the 1940 Act) of Registrant nor parties to the
proceeding, or (b) an independent legal counsel in a written
opinion. Also, Registrant will make advances of attorneys'
fees or other expenses incurred by a director in his defense
only if (in addition to his undertaking to repay the advance
if he is not ultimately entitled to indemnification) (1) the
indemnitee provides a security for his undertaking, (2)
Registrant shall be insured against losses arising by reason
of any lawful advances, or (3) a majority of a quorum of the
non-interested, non-party directors of Registrant, or an
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts, that
there is reason to believe that the indemnitee ultimately will
be found entitled to indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities
<PAGE>
(other than the payment by the Registrant of expense incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
In addition, Registrant maintains a directors' and officers'
errors and omissions liability insurance policy protecting
directors and officers against liability for breach of duty,
negligent act, error or omission committed in their capacity
as directors or officers. The policy contains certain
exclusions, among which is exclusion from coverage for active
or deliberate dishonest or fraudulent acts and exclusion for
fines or penalties imposed by law or other matters deemed
uninsurable.
Item 16. Exhibits
(1) Articles of Incorporation, Articles Supplementary.
Incorporated by reference to Post-Effective Amendment
No. 73 to the Registration Statement on Form N-1A filed
on March 2, 1998.
(2) By-Laws. Incorporated by reference to Post-Effective
Amendment No. 76 to the Registration Statement on Form
N-1A filed on December 18, 1998.
(3) Voting Trust Agreement affecting more than 5 percent of
any class of the registrant. Not applicable.
(4) Agreement of Acquisition, Reorganization, or Merger.
Incorporated by reference to Post-Effective Amendment
No. 83 to the Registration Statment on Form N-14 filed
on October 19, 1999. Amendment filed herewith.
(5) Specimens of security being registered. Incorporated by
reference to Post-Effective Amendment No.83 to the
Registration Statement on Form N-14 filed on October 19,
1999.
(6) Investment Advisory Contracts, Management Agreement.
Incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement on Form N-1A of Lord
Abbett Equity Fund, Inc. (File No. 811-6033).
(7) Underwriting Contracts. Incorporated by reference.
(8) Bonus or Profit Sharing Contracts. Incorporated by
reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A of Lord Abbett
Securities Trust (File No. 811-7538).
(9) Custodian Agreements. Incorporated by reference.
(10) Rule 12b-1 Plan. Incorporated by reference to
Post-Effective Amendment No. 40 to the Registration
Statement on Form N-1A of Lord Abbett Bond-Debenture
Fund, Inc. (File No. 811-2145).
(11) Consent to Legal Opinion. Filed herewith.
(12) Consent of Independent Auditors. Filed herewith.
(13) Other Contracts. Not applicable.
(14) Other Opinions. Ropes & Gray Opinion and Deloitte &
Touche LLP.
(15) Omitted Financial Statements. Incorporated by reference.
(16) Power of Attorney. Incorporated by reference to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A filed on April 30, 1999.
OTHER EXHIBITS:
---------------
(17) Financial Data Schedule. Incorporated by reference to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A filed on April 30, 1999.
(18) Rule 18f-3 Plan. Incorporated by reference to
Post-Effective Amendment No. 40 to the Registration
Statement on Form N-1A of Lord Abbett Bond-Debenture
Fund, Inc. (File No. 811-2145).
1
<PAGE>
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any
public reoffering of the securities registered through
the use of a prospectus which is a part of this
registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule
145(C) of the Securities Act, the reoffering prospectus
will contain the information called for by the
applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to
the information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as
a part of an amendment to the registration statement and
will not be used until the amendment is effective, and
that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a
new registration statement for the securities offered
therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of
them.
(3) The undersigned registrant agrees to file a copy of the
tax opinion required to be filed as an exhibit to the
registration statement by Item 16(12) of Form N-14 under
the Securities Act of 1933, as amended, by means of a
post-effective amendment to the registration statement.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act, the Fund certifies that
it meets all of the requirements for effectiveness of this
registration statement under rule 485(b) under the Securities
Act and has duly caused this registration statement to be
signed on behalf of the registrant, in the City of New York,
and State of New York, on the 22nd day of December, 1999.
LORD ABBETT AFFILIATED FUND, INC.
---------------------------------
Registrant
BY: /s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President
<PAGE>
As required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
- ---------- ----- ----
Chairman, President
/s/Robert S. Dow* and Director/Trustee December 22, 1999
- ---------------------------- ----------------------- -------------------
Robert S. Dow
/s/ E. Thayer Bigelow* Director/Trustee December 22, 1999
- ---------------------------- ----------------------- -------------------
E. Thayer Bigelow
/s/William H. T. Bush* Director/Trustee December 22, 1999
- ---------------------------- ---------------------- -------------------
William H. T. Bush
/s/Robert B. Calhoun, Jr*. Director/Trustee December 22, 1999
- ---------------------------- ---------------------- -------------------
Robert B. Calhoun, Jr.
/s/Stewart S. Dixon* Director/Trustee December 22, 1999
- ---------------------------- ----------------------- -------------------
Stewart S. Dixon
/s/John C. Jansing* Director/Trustee December 22, 1999
- ---------------------------- ----------------------- -------------------
John C. Jansing
/s/C. Alan MacDonald* Director/Trustee December 22, 1999
- ---------------------------- ------------------------ -------------------
C. Alan MacDonald
/s/Hansel B. Millican, Jr*. Director/Trustee December 22, 1999
- ---------------------------- ------------------------ -------------------
Hansel B. Millican, Jr.
/s/Thomas J. Neff* Director/Trustee December 22, 1999
- ---------------------------- ------------------------ -------------------
Thomas J. Neff
/s/Donna M. McManus Treasurer December 22, 1999
- ---------------------------- ------------------------ -------------------
Donna M. McManus Treasurer
*BY: /s/ Lawrence H. Kaplan
-------------------------
Lawrence H. Kaplan
Attorney-in-Fact
4
<PAGE>
December 22, 1999
Lord Abbett Affiliated Fund, Inc.
767 Fifth Avenue
New York, NY 10153-0203
Ladies and Gentlemen:
We have attached a copy of our opinion dated December 15, 1999 and
addressed to Lord Abbett Affiliated Fund, Inc. (the "Company"), in connection
with the merger of Real Silk Investments, Inc. ("Real Silk"), an Indiana
corporation, with and into the Company on December 15, 1999 pursuant to the
Agreement and Plan of Merger dated as of July 8, 1999, as amended, by and
between Real Silk and the Company (the "Merger").
We hereby consent to the filing of the attached opinion as an exhibit
to the Prospectus and Proxy Statement of Real Silk and the Company (the "Proxy
Statement/Prospectus") filed with the Securities and Exchange Commission in
connection with the Merger and to the use of our name under the heading
"INFORMATION ABOUT THE MERGER - What Are the Tax Consequences of the Merger" in
the Proxy Statement/Prospectus. In giving such consent, we do not thereby admit
that we are 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.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Lord Abbett Affiliated Fund, Inc. 1 December 15, 1999
December 15, 1999
Lord Abbett Affiliated Fund, Inc.
767 Fifth Avenue
New York, NY 10153-0203
Ladies and Gentlemen:
We have acted as counsel to Lord Abbett Affiliated Fund, Inc.
("Acquiring Fund"), a Maryland corporation that is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code"), in connection with the Agreement
and Plan of Merger dated as of July 8, 1999, as amended (the "Agreement"),
between Acquiring Fund and Real Silk Investments, Inc. ("Target Fund"), an
Indiana corporation that is registered under the 1940 Act as a management
investment company and has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code. Pursuant to the
Agreement, Target Fund will merge with and into Acquiring Fund and Target Fund
shareholders shall receive, in exchange for their shares of Target Fund (the
"Target Fund Shares"), shares of beneficial interest in Acquiring Fund that are
redeemable at net asset value at each shareholder's option (the "Acquiring Fund
Shares"). Pursuant to Section 6.1.12 of the Agreement, you have requested that
we provide the opinion set forth below. Capitalized terms not defined herein are
used herein as defined in the Agreement.
In so acting, we have participated in the drafting of the Agreement. We
have also considered the Target Fund Joint Disclosure Statement (including the
items incorporated by reference therein), and the originals, or copies certified
or otherwise identified to our satisfaction, of such other items as we have
deemed necessary to render this opinion and have relied upon the accuracy and
completeness as of the date hereof and as of the Effective Time of the
representations and warranties as to certain factual matters set forth therein
and in the letters, representing as to certain facts, occurrences and
information, you and Acquiring Fund have provided us, copies of which are
attached hereto. We have not, however, undertaken any independent investigation
of any factual matter set forth in any of the foregoing. We have also relied
upon the opinion of Leagre Chandler & Millard LLP, dated as of the date hereof
and addressed to Acquiring Fund, to the effect that the Escrow Agreement
constitutes the legal, valid and binding obligation of the Target Fund
shareholders, subject to the limitations and restrictions set forth therein. In
addition, we have assumed that the merger of Target Fund with and into Acquiring
Fund under the terms of the Agreement (the "Transaction") is authorized by and
will be effected pursuant to the corporation laws of the State of Indiana.
<PAGE>
Lord Abbett Affiliated Fund, Inc. 1 December 15, 1999
Subject to the foregoing and to the qualifications and limitations set
forth herein, we are of the opinion that for U.S. federal income tax purposes:
(i) The Transaction will constitute a "reorganization," within the
meaning of Section 368(a) of the Code and Target Fund and Acquiring
Fund will each be a "party to the reorganization," within the meaning
of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund in accordance with the terms and
conditions set forth in the Agreement;
(iii) The tax basis in the hands of Acquiring Fund of the assets of
Target Fund transferred to Acquiring Fund in the Transaction will be
the same as the tax basis of such assets in the hands of Target Fund
immediately prior to the Transaction;
(iv) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(v) No gain or loss will be recognized by Target Fund upon the transfer
of Target Fund's assets to Acquiring Fund in accordance with the terms
and conditions set forth in the Agreement;
(vi) No gain or loss will be recognized by Target Fund shareholders
upon the exchange of their Target Fund Shares for Acquiring Fund
Shares;
(vii) The aggregate tax basis of Acquiring Fund Shares a Target Fund
shareholder receives in connection with the Transaction will be the
same as the aggregate tax basis of his or her Target Fund Shares
exchanged therefor; and
(viii) A Target Fund shareholder's holding period for his or her
Acquiring Fund Shares will be determined by including the period for
which he or she held the Target Fund Shares exchanged therefor,
provided that he or she held such Target Fund Shares as capital assets
on the Closing Date.
This opinion is limited solely to the federal law of the United States
as in effect on the date hereof and the relevant facts that exist as of the date
hereof. No assurance can be given that the law or facts will not change, with
possibly retroactive effect, and we have not undertaken to advise you or any
other person with respect to any event subsequent to the date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion.
Very truly yours,
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
<PAGE>
December 22, 1999
Lord Abbett Affiliated Fund, Inc.
767 Fifth Avenue
New York, NY 10153-0203
Ladies and Gentlemen:
We have attached a copy of our opinion dated December 15, 1999 and
addressed to Real Silk Investments, Inc. ("Real Silk"), an Indiana corporation,
in connection with the merger of Real Silk, with and into Lord Abbett Affiliated
Fund, Inc. (the "Company") on December 15, 1999 pursuant to the Agreement and
Plan of Merger dated as of July 8, 1999, as amended, by and between Real Silk
and the Company (the "Merger").
We hereby consent to the filing of the attached opinion as an exhibit
to the Prospectus and Proxy Statement of Real Silk and the Company (the "Proxy
Statement/Prospectus") filed with the Securities and Exchange Commission in
connection with the Merger and to the use of our name under the heading
"INFORMATION ABOUT THE MERGER - What Are the Tax Consequences of the Merger" in
the Proxy Statement/Prospectus. In giving such consent, we do not thereby admit
that we are 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.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
December 15, 1999
Real Silk Investments, Inc.
Suite 500
445 North Pennsylvania Street
Indianapolis, IN 46204
Ladies and Gentlemen:
We have acted as counsel to Real Silk Investments, Inc., an Indiana
corporation ("Target Fund"), in connection with the Agreement and Plan of Merger
(the "Agreement") dated as of July 8, 1999, between Target Fund and Lord Abbett
Affiliated Fund, Inc., a Maryland corporation ("Acquiring Fund"), pursuant to
which Target Fund will merge with and into Acquiring Fund and Target Fund
shareholders shall receive, in exchange for their shares of Target Fund (the
"Target Fund Shares"), shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares"). Pursuant to Section 6.2.8 of the Agreement, you have
requested that we provide the opinion set forth below. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a management investment company. Target Fund has
elected to be a regulated investment company for federal income tax purposes
under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end
management investment company. Shares of Acquiring Fund are redeemable at net
asset value at each shareholder's option. Acquiring Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Code.
<PAGE>
In acting as counsel to Target Fund, we have participated in the
drafting of the Agreement. We have also considered the Target Fund Joint
Disclosure Statement (including the items incorporated by reference therein),
and the originals or copies, certified or otherwise identified to our
satisfaction, of such other items as we have deemed necessary to render this
opinion and have relied upon the accuracy and completeness as of the date hereof
and as of the Effective Time of the representations and warranties as to certain
factual matters set forth therein and in the letters, representing as to certain
facts, occurrences and information, you and Acquiring Fund have provided us
(including in your case, in particular, those representations and warranties
that you have received by letters from certain shareholders of Target Fund,
copies of which are attached hereto), copies of which are attached hereto. We
have not, however, undertaken any independent investigation of any factual
matter set forth in any of the foregoing. In addition, we have assumed that the
merger of Target Fund with and into Acquiring Fund under the terms of the
Agreement (the "Transaction") is authorized by and will be effected pursuant to
the corporation laws of the State of Indiana.
<PAGE>
Subject to the foregoing and to the qualifications and limitations set
forth herein, we are of theopinion that for U.S. federal income tax purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code and Target Fund and Acquiring Fund will
each be a "party to the reorganization", within the meaning of Section
368(b) of the Code;
(ii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in accordance with the terms and
conditions set forth in the Agreement;
(iii)The tax basis in the hands of Acquiring Fund of the assets of Target
Fund transferred to Acquiring Fund in the Transaction will be the same
as the basis of such assets in the hands of Target Fund immediately
prior to the Transaction;
(iv) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(v) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in accordance with the terms and
conditions set forth in the Agreement;
(vi) No gain or loss will be recognized by Target Fund shareholders upon the
exchange of their Target Fund Shares for Acquiring Fund Shares;
(vii) The aggregate tax basis of Acquiring Fund Shares a Target Fund
shareholder receives in connection with the Transaction will be the
same as the aggregate tax basis of his or her Target Fund Shares
exchanged therefor; and
(viii) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he or
she held such Target Fund Shares as capital assets on the Closing Date.
This opinion is limited solely to the federal law of the United States
as in effect on the date hereof and the relevant facts that exist as of the date
hereof. No assurance can be given that the law or facts will not change, with
possibly retroactive effect, and we have not undertaken to advise you or any
other person with respect to any event subsequent to the date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
