<PAGE>
February 28, 1995
Filing Desk
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for AMT Capital Fund, Inc., File No. 33-66840
For Fiscal Year Ended December 31, 1994
----------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-2, AMT Capital Fund, Inc. (the
"Fund") hereby files its Rule 24f-2 Notice for the fiscal year ended December
31, 1994.
a) No shares of capital stock of the Fund had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained
unsold at the beginning of the fiscal year.
b) No shares of capital stock of the Fund were registered during the fiscal
year other than pursuant to Rule 24f-2.
c) 21,338,860 shares of capital stock of all series of the Fund were sold
during the fiscal year. (See Schedule A)
d) 21,338,860 shares of capital stock of all series of the Fund were sold
during the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective November 1, 1993, of an
indefinite amount of securities under Rule 24f-2. Attached to the Rule
24f-2 Notice, and made a part hereof, is an opinion of counsel indicating
that the securities, the registration of which the Notice makes definite in
number, were legally issued, fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, a wire in the amount of
$9,611.22 was sent yesterday to the appropriate account at Mellon Bank, which
represents the registration fee. Such fee is based upon the actual aggregate
sale price for which such securities were sold during the fiscal year, reduced
by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Fund during the fiscal year, and
<PAGE>
Securities and Exchange Commission
February 28, 1995
Page Two
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e) (1) of the Investment Company Act of
1940.
Aggregate Sale Price For All Shares
Sold During Fiscal Year Pursuant to
Rule 24f-2 $29,502,981
Reduced by the Difference Between
1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $ 1,630,436
and,
2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 0 1,630,436
-----------
Equals $27,872,545
-----------
Any questions regarding the matter should be addressed to William E. Vastardis,
AMT Capital Services, Inc., 430 Park Avenue, New York, NY 10022.
Very truly yours,
William E. Vastardis
Treasurer
AMT Capital Fund, Inc.
<PAGE>
SCHEDULE A TO RULE 24f-2 NOTICE
1994 Fiscal Year Activity
<TABLE>
<CAPTION>
Shares Shares
Outstanding Shares Sold Shares Reinvested Shares Redeemed Outstanding
Series 12/31/93 Shares Amount Shares Amount Shares Amount 12/31/94
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Portfolio 2,335,633 20,414,473 20,414,473 796,922 796,922 1,530,436 1,530,436 22,016,592
International Equity Portfolio 0 924,387 9,088,508 2,971 28,848 10,283 100,000 917,075
TOTALS 2,335,633 21,338,860 29,502,981 799,893 825,770 1,540,719 1,630,436 22,933,667
</TABLE>
<PAGE>
EXHIBIT 99
DECHERT PRICE & RHOADS
477 Madison Avenue
New York, New York 10022-5891
Telephone: (212) 326-3500
Fax: (212) 308-2041
February 27, 1995
AMT Capital Fund, Inc.
430 Park Avenue
New York, NY 10022
Dear Sirs:
As counsel for AMT Capital Fund, Inc. (the "Fund") during the fiscal
year ended December 31, 1994, we are familiar with the Fund's registration under
the Investment Company Act of 1940 and with the registration statement relating
to its Shares of Common Stock (the "Shares") under the Securities Act of 1933
(File No. 33-66840) (the "Registration Statement"). We have also examined such
other corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at
the public offering price and delivered by the Fund against receipt of the net
asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law during the Fund's fiscal year
ended December 31, 1994, were, when sold, duly and validly authorized, legally
and validly issued, and fully paid and non-assessable. In rendering this
opinion, we have relied on the opinion, a copy of which is attached hereto, of
Ober, Kaler, Grimes & Shriver, dated February 27, 1995, as to certain matters of
Maryland law.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended December 31, 1994 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
<PAGE>
OBER, KALER, GRIMES & SHRIVER
A PROFESSIONAL COPORATION
ATTORNEYS AT LAW
120 EAST BALTIMORE STREET
BALTIMORE, MARYLAND 21202
(410) 685-1120
FACSIMILE (410) 547-0699
February 27, 1995
AMT Capital Fund, Inc.
430 Park Avenue
New York, New York 10022-5891
Gentlemen:
You have requested advice from us, as special Maryland counsel to AMT
Capital Fund, Inc. ("ACF" or the "Corporation"), on certain matters of Maryland
law relating to the validity of shares of stock in ACF's International Equity
Portfolio (the "Portfolio Shares"). This letter is to confirm our opinion with
respect thereto.
I. FACTUAL BACKGROUND
You have advised us as to certain facts set forth below, and we have
assumed their correctness for purposes of this opinion.
ACF was organized as a Maryland corporation on August 3, 1993 and is an
open-end investment company registered under the Investment Company Act of 1940
(the "1940 Act"). The Corporation's Charter reflects a "series mutual fund"
structure, with provision being made for stock being issued in series and the
consideration paid for shares of each particular series being segregated and
reserved, together with the securities in which it is invested, for the
exclusive benefit of stockholders of that series. Further, per-share net asset
value is determined on a per-series basis, with the per-share net asset value of
each series being based solely on the net assets attributable to that series.
Under ACF's Articles of Incorporation, the Corporation was authorized to
issue 2,500,000,000 shares of capital stock, par value $.001 per share, of which
1,250,000,000 shares were classified as shares of the Money Market Portfolio,
and 1,250,000,000 shares were classified as shares of the Tax-Exempt Money
Market
<PAGE>
Portfolio. Under Article FIFTH (c) of the Charter, the Board of Directors of ACF
is expressly given the power to designate one or more classes of shares of
common stock, to fix the number of shares in any such class and to classify or
reclassify any unissued shares with respect to such class. Subject to the power
of the Board of Directors to create, by classifying and reclassifying unissued
shares, one or more additional classes, the Articles of Incorporation
established the Money Market Portfolio and the Tax-Exempt Money Market Portfolio
as the additional series of the Corporation. The name of the "Tax-Exempt Money
Market Portfolio" was subsequently changed to the "National Municipal Money
Market Portfolio" by Articles of Amendment filed with the State Department of
Assessments and Taxation of Maryland ("SDAT") on November 1, 1993.
On January 13, 1994, the Board of Directors of ACF adopted resolutions by
unanimous written consent whereby (i) two new portfolios or series were created,
the U.S. Market Index Portfolio and the International Equity Portfolio, (ii) the
number of authorized shares of capital stock allocated to each of the existing
Money Market Portfolio and National Municipal Money Market Portfolio were
reduced by 250,000,000 shares, and (iii) 250,000,000 shares of the total
500,000,000 authorized shares resultant from such decrease were allocated to
each of the U.S. Market Index Portfolio and the International Equity Portfolio.
Such actions were resolved to be effective upon the effective date of a related
post-effective amendment to the Corporation's registration statement on file
with the Securities and Exchange Commission ("SEC"), and the President,
Secretary and Treasurer of the Corporation were to take all action necessary to
effectuate the establishment of the new Portfolios, including filing Articles of
Supplementary with the SDAT.
After the post-effective amendment relating to the International Equity
Portfolio became effective, a public offering of the shares was commenced in
May, 1994. Articles Supplementary reflecting the establishment of International
Equity Portfolio and the
2
<PAGE>
reclassification of the associated shares of capital stock, however, were not
filed with the SDAT until October 7, 1994, by which point in time 486,860 shares
of the Portfolio had been issued (including any shares that were redeemed). The
delay in the filing of the Articles Supplementary was due solely to
administrative oversight. At no point in time did the number of outstanding
shares of all portfolios of ACF exceed the total number of shares of capital
stock authorized to be issued by ACF's Charter, nor did the number of
outstanding shares of any Portfolio exceed the number of shares of that
Portfolio authorized by the Board of Directors.
II. DISCUSSION
A. Statutory
Section 2-105(a)(9) of the Maryland General Corporation Law provides that
a charter may authorize the board of directors of a Maryland corporation from
time to time to classify or reclassify unissued stock "by setting or changing
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption of the stock." Such action is taken pursuant to Section 2-208 of the
Maryland General Corporation Law, which provides that if, under a power
contained in the charter, the board of directors classifies or reclassifies any
unissued stock, the board shall file articles supplementary for record with the
SDAT. The articles supplementary are to be filed before the newly classified or
reclassified stock is issued.
The Maryland General Corporation Law clearly evidences a recognition that
a number of general corporate law principles are not appropriate in the case of
open-end investment companies. The statute contains provisions applicable only
to open-end companies registered under the 1940 Act, which are designed to
provide flexibility and eliminate the need for adherence to technical
requirements deemed unnecessary in light of the unique attributes of an open-end
investment companies. For example, Section 2-501(b) provides that the charter or
bylaws of a Maryland corporation
3
<PAGE>
registered as an investment company under the 1940 Act may provide that the
corporation need not hold an annual meeting of stockholders in any year in which
the election of directors is not required to be acted upon under the 1940 Act.
In addition, Section 2-208.1 allows the board of directors of an open-end
investment company registered under the 1940 Act to increase its authorized
capital freely without stockholder approval unless expressly prohibited by the
charter. Indeed, as stated in the Committee Report of the Senate Judicial
Proceedings Committee with respect to the legislation adding Section 2-208.1 and
Section 2-501(b), in the context of open-end investment companies, "several of
the requirements of Maryland's corporate law are meaningless." The purpose of
the legislation, as stated in the Committee Report, was "to encourage investment
companies registered under the federal Investment Company Act of 1940 to operate
in Maryland."
The legislative effort to make the Maryland corporate law hospitable to
mutual funds has continued through the most recent legislative sessions of the
Maryland general assembly. Section 2-310.1 of the Maryland General Corporation
Law, effective October 1, 1992, allows an open-end investment company to redeem
shares from a stockholder if the value of the shares falls below $500 and
certain other conditions are met. The purpose of the new provision, as stated in
the Floor Report of the Senate Judicial Proceedings Committee, is to save mutual
funds the expense of carrying small accounts, which are responsible for a
disproportionate share of the typical fund's servicing costs. Section 2-310.1
was amended in 1993 to modify certain provisions of the 1992 law, including
eliminating the requirements that a stockholder be given the right to object to
a redemption and that the shares of an objecting stockholder not be redeemed.
The 1994 session of the Maryland General Assembly further modified the
corporation law with respect to open-end investment companies. The legislature
modified Section 2-605 of the Maryland General Corporation Law to permit an
open-end investment company to file articles of amendment to change its
corporate name or to
4
<PAGE>
change the designation of a class or series of its stock by majority action of
the board of directors, and without stockholder approval. Prior to the change, a
Maryland corporation could amend its charter without stockholder approval only
to make certain minor changes in its name.
The legislation reflects the continuing objective of encouraging mutual
funds to operate in Maryland and recognition that open-end investment companies
deserve special treatment with respect to many requirements of the corporate
law.
Indeed, the Maryland Department of Legislative Reference in its 1991-1994 Major
Issues Review states that legislation with respect to open-end investment
companies has been enacted to "ensure the continuation of a favorable business
climate for these funds in the State." Maryland Dep't of Legislative Reference,
1991-1994 Major Issues Review 189 (1994).
B. Case Law
Three basic fact patterns emerge in the cases involving improperly issued
stock: (i) cases involving the issuance of shares in excess of the number
authorized or in violation of the terms of the charter where no stockholder or
director action has been taken to authorize the charter amendment or where no
action is permitted to be taken, (ii) cases where shares are issued in excess of
the number authorized or in violation of the terms of the charter after
stockholder, director or other requisite approval; and (iii) where the issuance
of shares is within the number authorized or within the terms of the charter and
after stockholder, director or other requisite approval, but prior to a required
filing. The issuance of the shares as being within a series when the series is
not reflected by a charter document on file with SDAT most closely resembles the
third category.
Several Maryland cases have addressed facts that appear to be in the first
or second category. These cases have recited the general proposition that shares
issued in excess of the number authorized by a corporation's charter are null
and void and of no effect.
5
<PAGE>
For example, in Dingle v. Shaab, 179 Md. 589, 597 (1941) (alternative
holding), the Maryland Court of Appeals stated that where stock is issued in
excess of the number of shares authorized by the corporation's charter, and
where the proper filing authorizing the increase is not made with the
appropriate state office, the corporation is not in a position to issue the
subject shares. See also Larkin v. Maclellan, 140 Md. 570, 579 (1922) ("The
reason why shares issued in excess of the authorized number are void is obvious,
since when the charter limits the issuance of stock to a definite number of
shares it divides its capital into just so many parts, and any increase in the
number of shares would affect the value of each part.").
In several instances, the Court of Appeals has allowed stock issuances
that failed to comply with all applicable statutory requirements to be treated
as valid. These cases can be categorized as falling into the third category
above and support the proposition that in the appropriate case, irregularities
or administrative oversights may be overlooked.
In both Davey v. Masser, 204 Md. 612 (1953), and Archway Motors v.
Edelson, 202 Md. 75 (1952), there were defects in the directors' resolutions
authorizing the stock issuance, and no stock issuance statement was filed with
the state office as was generally required by statute prior to 1967. These
deficiencies were treated as "irregularities", and the stock was validated as
between the corporation and the stockholders. In both cases, the court referred
to and relied on equitable principles. It should be noted, however, that the
Davey Court stated that its affirmance was "without prejudice to the right of
any holder of the outstanding certificates of stock to require the corporation
to take whatever legal steps may be necessary to comply strictly with the
corporation law." 204 Md. at 622.
Similarly, in Larkin, supra, the Court of Appeals rejected an argument
that stock is void where it is issued in violation of the statutory requirement
to file with the clerk of the circuit court of the county where the corporation
is located the "circumstances and details" of the stock issuance. The Court
recognized that in certain
6
<PAGE>
circumstances the failure to comply with statutory filing requirements will not
void an otherwise valid stock issuance.
We believe that a Maryland court properly presented with facts similar to
those present with respect to ACF's issuance of stock in series prior to the
filing of appropriate Articles Supplementary would be more likely to treat the
issuance as an irregularity such as was presented in Davey and Archway Motors
than as a situation falling in the first or second category discussed above. In
the instant case, as well as in Davey and Archway Motors, a document specified
by statute to be filed was not filed prior to the issuance of stock authorized
by the charter. The situations are distinguishable from other Maryland cases in
which at best questions exist as to whether the issued stock was ever
authorized, and where estoppel and other equitable considerations played
important roles.
Case law in other jurisdictions does not alter the foregoing analysis.
See, e.g., Kaiser v. Moulton, 631 S.W.2d 44 (Mo. App. 1981); Davidson v.
American Paper Manufacturing Co., 188 La. 69, 175 So. 753 (1937); Garnett v.
State, Cohn v. Dorman, 258 Ky. 375, 80 S.W.2d 18 (1935); 19 P.2d 375 (Ok. 1933);
Cunningham v. Commissioner of Banks, 249 Mass. 401, 144 N.E. 447 (1924); Zobrist
v. Estes, 65 Or. 573, 133 P. 644 (1913); Man v. Boykin, 60 S.E. 17 (S.C. 1908);
Olson v. State Bank, 67 Minn. 267 (1897).
Cohn, Garnett, Man and Olson involve situations where an insolvent
corporation or its creditors made an assessment on the corporation's
stockholders, who sought to avoid the assessment by arguing that their shares
were invalid because the shares were issued prior to the filing of necessary
documents with the appropriate state office or the taking of other appropriate
action. In each case, the court treated the failure to comply with the statutory
requirements as an irregularity, in that each corporation had the inherent
authority to issue the subject shares under the applicable general corporate
law. Perhaps most importantly, the result was deemed necessary to prevent the
stockholders from successfully denying
7
<PAGE>
liability to the detriment of creditors. Equity and estoppel principles played
important roles.
For example, in Man, supra, the Court considered the liability to
creditors of the stockholders of a failed bank. The defendant stockholders
argued that certain of their shares were invalid because the corporation failed
to file appropriate documents with the Secretary of State. The Court stated,
"[t]he authorities are practically unanimous in holding that, where corporations
are permitted by law to increase their capital stock, mere irregularities will
not invalidate the increased issue."
The other cited cases also generally support the proposition made with
respect to the third category of cases. The issuance of shares within the terms
of the charter and after requisite approval but prior to a required filing will
be considered an "irregularity" and will not void the issuance in the
appropriate case. As aptly stated by Fletcher's, where corporate management
acted in good faith, but stock is issued prior to formal compliance, the better
rule would seem to regard the case as one of mere irregularity, rather than as a
void and ultra vires act. See 11 Lenore M. Zagdel, Fletcher's Cyclopedia of the
Law of Private Corporations 5146, at 254 (1986 Rev. Vol.).
In Zobrist, supra, the plaintiff stockholder brought an action against the
president of the corporation based on fraud and deceit in connection with the
purchase by the plaintiff of stock in the corporation. Among other things, the
plaintiff alleged that his shares were void because the corporation failed to
file the appropriate certificate with the Secretary of State increasing the
capital stock of the corporation until after the plaintiff purchased his shares.
The stockholders had adopted a resolution increasing the capital stock of the
corporation. The Court rejected the plaintiff's argument, stating,
"There is a clear distinction between over-issued stock illegally issued,
without authority of the charter or statute, and an irregular increase of stock.
The latter occurs when there is a statutory authorization of an increase of
stock,
8
<PAGE>
but the formalities prescribed for making such increase have not been
strictly complied with."
65 Or. at 580.
In Kaiser, supra, the plaintiff stockholder brought suit against the
corporation and certain of its officers because the corporation and its officers
refused to permit the plaintiff to inspect the books of the corporation. The
corporation and the officers argued that the plaintiff was not a stockholder of
the corporation. The stockholders in good faith had adopted a resolution to
amend the charter to create a new class of stock, and the directors had voted to
issue 25 shares of the new class to the plaintiff. The stock was issued to the
plaintiff prior to the time that the corporation filed an amendment to its
articles of incorporation with the Secretary of State.
The Court held that where there is general authority to amend the
corporate charter to create a new class of stock and "where a good faith effort
is made to comply with the requirement to amend the corporate charter, the
premature issuance of stock is not ultra vires and void." Kaiser, 631 S.W.2d at
48. The failure to file the articles of amendment in a timely fashion, which
articles the filing office was required to accept for recordation if they were
in proper form, was treated as a mere irregularity which did not void the
plaintiff's interest in the corporation. See also Cunningham, 144 N.E. at 460
("The record shows, not a lack of corporate power to increase the capital stock,
but irregularities in the performance of some of the statutory forms not
affecting the essential rights of the trust company, its creditors, or the
subscribers for the new stock in their relations to each other.").
In Davidson, supra, the plaintiff, the administratrix of the estate of a
deceased stockholder, sought to enforce the rights of the estate against the
current officers and minority stockholders of the corporation who refused to
call a stockholders' meeting. Among other things, the officers and minority
stockholders argued that the estate did not hold validly issued shares because
the shares were issued in
9
<PAGE>
excess of the amount authorized by the charter. The corporation did not forward
the relevant documents to the secretary of state until approximately one and a
half years after the issuance.
In contrast, in Agosta v. Southwest Breeders, Inc., 810 P.2d 377 (Okla.
1991), the court, looking at the equities of the situation, held that shares
issued in excess of the number authorized in the corporation's charter were
void. The plaintiff sought and obtained a rescission of his contract with the
corporation to purchase 15,000 shares of the corporation's stock. The plaintiff
sought to rescind the overissued shares after learning that the corporation's
officers and directors had issued themselves shares well in excess of the amount
authorized by the corporate charter and at a price that was below par value. It
is unclear from the case whether the necessary approval for a charter amendment
increasing the number of authorized stock was obtained before or after the over-
issuance.
Taylor v. Lounsbury-Soule Co., 106 Conn. 41, 137 A. 159 (1927) is similar
to Agosta. The case, while allowing a stockholder to rescind a subscription
agreement for shares that had been approved by the stockholder although a
requisite filing was not made, involved elements of fraud against the rescinding
stockholder. The Taylor Court distinguished the case from an earlier Connecticut
case reaching the opposite result based on statutory changes and the fact that
in the earlier case a finding that the stock was invalid would have had an
adverse effect on innocent creditors.
In our opinion, the foregoing cases evidence that, provided a corporation
is not without authority to amend its charter, courts will give careful
consideration to equitable principles in reaching a decision as to the validity
of corporate actions where questions exist as to compliance with technical
charter amendment requirements. Where the appropriate corporate authority
exists, courts have generally found the corporate action not to be void,
notwithstanding that a charter amendment or other action, as a technical matter,
did not occur and become effective until after the corporate action. In
10
<PAGE>
general, the corporate action has only been invalidated in circumstances where
there are equitable, fraud or estoppel considerations militating in favor of
invalidation.
III. EQUITABLE CONSIDERATIONS
In rendering the opinion set forth below, we have assumed with your
consent that there are no equitable considerations that would motivate a
Maryland court to invalidate or void the ACF shares issued as part of the
International Equity Portfolio prior to Articles Supplementary being filed with
SDAT to reflect the existence of the Portfolio, and that no present or former
stockholders or creditors of ACF were prejudiced by the issuance of the
Portfolio Shares or by the failure of ACF to file Articles Supplementary until
October 7, 1994. Further, we have assumed that if the Portfolio Shares were
invalidated and the holders given a right of rescission, holders would either
have no incentive to exercise such right because of an increased per-share net
asset value in the International Equity Portfolio from their date of purchase,
or, if they exercised the right, they would be unjustly enriched and receive a
benefit that was not bargained for because of a decreased per-share net asset
value.
The particular attributes of open-end investment companies support the
reasonableness of the foregoing assumptions. For instance, at all times, the
holders of the Portfolio Shares were entitled to receive, upon request, their
pro rata share of the net asset value of the International Equity Portfolio by
redeeming their shares. Although the redemption price would be less than a
rescission price if the International Equity Portfolio had decreased in net
asset value from their date of purchase, the shortfall would have been less, if
any at all, had the Portfolio Shares been redeemed immediately after issuance,
as they were entitled to have been. The holders have received all dividends or
other benefits that would be expected from the ownership of the shares. In sum,
the holders of the Portfolio Shares have received precisely what they bargained
for and have not been prejudiced.
11
<PAGE>
We understand that due to the shares in the International Equity Portfolio
being issued and redeemed at the per-share net asset value of the Portfolio, the
holders of the shares in ACF's other Portfolios have not been diluted or
otherwise prejudiced by the issuance of the Portfolio Shares. We have assumed
that ACF fairly allocated assets, liabilities and income among all five (5) of
its Portfolios as contemplated by its Charter. Because the investor in shares of
an open-end fund looks primarily to relevant yield, return and per-share net
asset values, authorized capital stock is of little significance to the
investor. Indeed, as recognized in connection with the adoption of the special
legislation providing flexibility to open-end mutual funds with respect to
technical requirements, the amount of a fund's authorized capital stock can be
viewed as meaningless.
We also have assumed that if the Portfolio Shares were to be invalidated
as opposed to being treated as valid from the date of issuance, the holders
thereof and ACF could be exposed to adverse tax consequences. Finally, we have
assumed that the failure of ACF to file the appropriate Articles Supplementary
until October 7, 1994 resulted entirely from an inadvertent administrative
oversight that was cured promptly after discovery and that the Corporation at
all times has attempted in good faith to comply with applicable legal
requirements relating to the authorization and approval of stock.
IV. CONCLUSION
Although there are no Maryland cases directly on point and the matter is
not free from doubt, subject to the foregoing discussion and in reliance upon
the facts and assumptions set forth in Sections I and III of this letter, it is
our view that a Maryland court properly presented with the issue of whether the
Portfolio Shares are void should find that the failure to file Articles
Supplementary reclassifying unissued shares of ACF as shares of the
International Equity Portfolio did not result in the Portfolio Shares being void
as a matter of law, and that such shares may properly be treated as validly
issued, fully paid and non-assessable.
12
<PAGE>
No opinion is expressed herein except as set forth in the immediately
preceding paragraph. In particular, but without limitation, we express no
opinion as to compliance with the Securities Act of 1933, as amended, the 1940
Act, or the securities laws of any state with respect to the issuance of the
Portfolio Shares.
13
<PAGE>
The opinion expressed in this letter is directed solely to ACF, and may
not be reproduced or relied upon by any other persons without our prior written
approval.
Very truly yours,
Ober, Kaler, Grimes & Shriver
a professional corporation
GWW:ljh
14
<PAGE>
OBER, KALER, GRIMES & SHRIVER
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
120 EAST BALTIMORE STREET
BALTIMORE, MARYLAND 21202
(410) 685-1120
FACSIMILE (410) 547-0699
February 27, 1995
Dechert Price & Rhoads
c/o William Goodwin, Esq.
477 Madison Avenue
New York, NY 10022-5891
Re: AMT Capital Fund, Inc.
Gentlemen:
Please be advised that you may rely on our opinion to AMT Capital Fund,
Inc. (the "Fund") dated as of even date herewith with respect to the validity of
shares in the Fund's International Equity Portfolio in connection with the
issuance of your opinion to the Fund in connection with the Fund's Rule 24f-2
notice being filed with the Securities and Exchange Commission.
Very truly yours,
Guy Warfield
