As filed with the Securities and Exchange
Commission on April 3, 2008
Registration No. 333-145821
Investment Company Act Registration N0. 811-6730
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. 2
AllianceBernstein Large Cap Growth Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(800) 221-5672
EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of Communications to:
Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on October 3, 2007 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.
This amendment is being filed for the sole purpose of filing, as Exhibit 12
to this Registration Statement, the tax opinion of Seward & Kissel LLP, tax
counsel for the Registrant.
PART C
OTHER INFORMATION
ITEM 15. Indemnification
It is the Registrant's policy to indemnify its directors and officers,
employees and other agents to the maximum extent permitted by Section 2-418 of
the General Corporation Law of the State of Maryland, and as set forth in
Article EIGHTH of Registrant's Articles of Incorporation, filed as Exhibit (a),
Article VII and Article VIII of the Registrant's By-Laws filed as Exhibit (b)
and Section 10 of the Distribution Services Agreement filed as Exhibit (e)(1)
all filed in response to Item 23 of the Registrant's Registration Statement
filed on Form N-1A (File Nos. 33-49530 and 811-6730), and all as set forth
below. The liability of the Registrant's directors and officers is dealt with in
Article EIGHTH of Registrant's Articles of Incorporation, and Article VII,
Section 7 and Article VIII, Section 1 through Section 6 of the Registrant's
By-Laws, as set forth below. The Adviser's liability for any loss suffered by
the Registrant or its shareholders is set forth in Section 4 of the Advisory
Agreement filed as Exhibit (d) in response to Item 23 of the Registrant's
Registration Statement filed on Form N-1A (File Nos. 33-49530 and 811-6730), as
set forth below.
Article EIGHTH of the Registrant's Articles of Incorporation reads as follows:
"(1) To the full extent that limitations on the liability of directors
and officers are permitted by the Maryland General Corporation Law, no director
or officer of the Corporation shall have any liability to the Corporation or its
stockholders for damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of the
Corporation whether or not such person is a director or officer at the time of
any proceeding in which liability is asserted.
"(2) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the full extent that
indemnification of directors is permitted by the Maryland General Corporation
Law. The Corporation shall indemnify and advance expenses to its officers to the
same extent as its directors and to such further extent as is consistent with
law. The Board of Directors may by By-Law, resolution or agreement make further
provisions for indemnification of directors, officers, employees and agents to
the full extent permitted by the Maryland General Corporation Law.
"(3) No provision of this Article shall be effective to protect or
purport to protect any director or officer of the Corporation against any
liability to the Corporation or its stockholders to which he would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
"(4) References to the Maryland General Corporation Law in this
Article are to that law as from time to time amended. No amendment to the
Charter of the Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to the amendment."
Article VII, Section 7 of the Registrant's By-Laws reads as follows:
Section 7. Insurance Against Certain Liabilities. The Corporation
shall not bear the cost of insurance that protects or purports to protect
directors and officers of the Corporation against any liabilities to the
Corporation or its security holders to which any such director or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Article VIII of the Registrant's By-Laws reads as follows:
"Section 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the full extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The Corporation shall indemnify its
directors and officers who while serving as directors or officers also serve at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the full extent consistent
with law. The indemnification and other rights provided by this Article shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. This Article shall not protect any such person against any liability to
the Corporation or any stockholder thereof to which such person would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office
("disabling conduct").
"Section 2. Advances. Any current or former director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the full extent permissible under the
Maryland General Corporation Law. The person seeking indemnification shall
provide to the Corporation a written affirmation of his good faith belief that
the standard of conduct necessary for indemnification by the Corporation has
been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the person seeking indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the Corporation is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of directors of the Corporation who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended,
nor parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have determined, based on
a review of facts readily available to the Corporation at the time the advance
is proposed to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
"Section 3. Procedure. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (b) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a written opinion.
"Section 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.
"Section 5. Other Rights. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed exclusive of
any other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise. The
rights provided to any person by this Article shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving or continuing to serve as a director, officer, employee, or agent as
provided above.
"Section 6. Amendments. References in this Article are to the Maryland
General Corporation Law and to the Investment Company Act of 1940 as from time
to time amended. No amendment of these By-laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior to
the amendment.
The Advisory Agreement between the Registrant and AllianceBernstein
L.P. provides that AllianceBernstein L.P. will not be liable under such
agreements for any mistake of judgment or in any event whatsoever except for
lack of good faith and that nothing therein shall be deemed to protect
AllianceBernstein L.P. against any liability to the Registrant or its security
holders to which it would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties thereunder, or by
reason of reckless disregard of its duties and obligations thereunder.
The Distribution Services Agreement between the Registrant and
AllianceBernstein Investments, Inc. (formerly known as Alliance Fund
Distributors, Inc.) ("ABI") provides that the Registrant will indemnify, defend
and hold ABI and any person who controls it within the meaning of Section 15 of
the Securities Act of 1933, as amended (the "Securities Act"), free and harmless
from and against any and all claims, demands, liabilities and expenses which ABI
or any controlling person may incur arising out of or based upon any alleged
untrue statement of a material fact contained in the Registrant's Registration
Statement, Prospectus or Statement of Additional Information or arising out of,
or based upon any alleged omission to state a material fact required to be
stated in any one of the foregoing or necessary to make the statements in any
one of the foregoing not misleading.
The foregoing summaries are qualified by the entire text of
Registrant's Articles of Incorporation and By-Laws, the Advisory Agreement
between Registrant and AllianceBernstein L.P. and the Distribution Services
Agreement between Registrant and ABI which are filed as Exhibits (a), (b), (d)
and (e), respectively, in response to Item 23 of the Registrant's Registration
Statement filed on Form N-1A (File Nos. 33-49530 and 811-6730), and each of
which are incorporated by reference herein.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2, 1980), the
Registrant will indemnify its directors, officers, investment manager and
principal underwriters only if (1) a final decision on the merits was issued by
the court or other body before whom the proceeding was brought that the person
to be indemnified (the "indemnitee") was not liable by reason or willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct") or (2) a reasonable
determination is made, based upon a review of the facts, that the indemnitee was
not liable by reason of disabling conduct, by (a) the vote of a majority of a
quorum of the directors who are neither "interested persons" of the Registrant
as defined in section 2(a)(19) of the Investment Company Act of 1940 nor parties
to the proceeding ("disinterested, non-party directors"), or (b) an independent
legal counsel in a written opinion. The Registrant will advance attorneys fees
or other expenses incurred by its directors, officers, investment adviser or
principal underwriters in defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless it is ultimately determined
that he is entitled to indemnification and, as a condition to the advance, (1)
the indemnitee shall provide a security for his undertaking, (2) the Registrant
shall be insured against losses arising by reason of any lawful advances, or (3)
a majority of a quorum of disinterested, non-party directors of the Registrant,
or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
The Registrant participates in a Joint directors and officers
liability insurance policy issued by the ICI Mutual Insurance Company. Coverage
under this policy has been extended to directors, trustees and officers of the
investment companies managed by AllianceBernstein L.P. Under this policy,
outside trustees and directors would be covered up to the limits specified for
any claim against them for acts committed in their capacities as trustee or
director. A pro rata share of the premium for this coverage is charged to each
investment company and to the Adviser.
ITEM 16. Exhibits
(1) (a) Articles of Incorporation of Registrant - Incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 14 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on January 30, 1998.
(b) Articles of Amendment to Articles of Incorporation of the
Registrant dated July 31, 1992 and filed August 3, 1992 -
Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 14 of Registrant's Registration Statement on Form
N-1A (File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on January 30, 1998.
(c) Certificate of Correction of Articles of Amendment dated
September 22, 1992 and filed September 24, 1992 - Incorporated by
reference to Exhibit 1(c) to Post-Effective Amendment No. 15 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on October 30, 1998.
(d) Articles Supplementary to Articles of Incorporation of Registrant
dated April 29, 1993 and filed April 30, 1993 - Incorporated by
reference to Exhibit 1(d) to Post-Effective Amendment No. 15 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on October 30, 1998.
(e) Articles Supplementary to Articles of Incorporation of Registrant
dated September 30, 1996 and filed October 1, 1996 - Incorporated
by reference to Exhibit 1 to Post-Effective Amendment No. 11 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on January 30, 1998.
(f) Articles of Amendment to Articles of Incorporation dated March
19, 2003 and filed March 20, 2003 - Incorporated by reference to
Exhibit (a)(6) to Post-Effective Amendment No. 28 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-49530 and
811-6730) filed with the Securities and Exchange Commission on
August 7, 2003.
(g) Articles Supplementary to Articles of Incorporation dated July
31, 2003 and filed August 1, 2003 - Incorporated by reference to
Exhibit (a)(7) to Post-Effective Amendment No. 28 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-49530 and
811-6730) filed with the Securities and Exchange Commission on
August 7, 2003.
(h) Articles of Amendment to Articles of Incorporation dated October
19, 2004 and filed December 8, 2004 - Incorporated by reference
to Exhibit (a)(8) to Post-Effective Amendment No. 32 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on February 28, 2005.
(i) Articles Supplementary to the Articles of Incorporation dated
February 17, 2005 and filed February 22, 2005 - Incorporated by
reference to Exhibit (a)(8) to Post-Effective Amendment No. 32 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on February 28, 2005.
(2) Amended and Restated By-Laws of the Registrant - Incorporated by
reference from Registrant's Registration Statement on Form N-14AE
(File Nos. 333-145821 and 811-06730) filed with the Securities and
Exchange Commission on August 10, 2006.
(3) Not applicable.
(4) Form of Agreement and Plan of Acquisition and Liquidation between
Alliance All-Market Advantage Fund, Inc. and AllianceBernstein Large
Cap Growth Fund, Inc. - Incorporated by reference from Appendix H to
Part A of Registrant's Registration Statement on Form N-14 (File Nos.
333-145821 and 811-06730) filed with the Securities and Exchange
Commission on August 31, 2007.
(5) Not applicable.
(6) (a) Advisory Agreement between the Registrant and AllianceBernstein
L.P. - Incorporated by reference to Exhibit 5 to Post-Effective
Amendment No. 14 of Registrant's Registration Statement on Form
N-1A (File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on January 30, 1998.
(b) Form of Amended and Restated Advisory Agreement - Incorporated by
reference to Exhibit (d)(2) to Post Effective Amendment No. 31 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on November 1, 2004.
(7) (a) Distribution Services Agreement between the Registrant and
AllianceBernstein Investments, Inc. (formerly known as Alliance
Fund Distributors, Inc.) - Incorporated by reference to Exhibit
6(a) to Post-Effective Amendment No. 14 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-49530 and
811-6730) filed with the Securities and Exchange Commission on
January 30, 1998.
(b) Amendment to the Distribution Services Agreement between the
Registrant and AllianceBernstein Investments, Inc. (formerly
known as Alliance Fund Distributors, Inc.) dated July 16, 1996 -
Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 11 of Registrant's Registration Statement on Form
N-1A (File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on February 3, 1997.
(c) Amendment to the Distribution Services Agreement dated November
3, 2003 between the Registrant and AllianceBernstein Investments,
Inc. (formerly known as Alliance Fund Distributors, Inc.) -
Incorporated by reference to Exhibit (e)(3) to Post Effective
Amendment No. 31 of Registrant's Registration Statement on Form
N-1A (File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on November 1, 2004.
(d) Form of Amendment to the Distribution Services Agreement between
the Registrant and AllianceBernstein Investments, Inc. (formerly
known as Alliance Fund Distributors, Inc.) - Incorporated by
reference to Exhibit (e)(4) to Post-Effective Amendment No. 32 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on February 28, 2005.
(e) Form of Selected Dealer Agreement between AllianceBernstein
Investments, Inc. (formerly known as Alliance Fund Distributors,
Inc.) and selected dealers offering shares of Registrant -
Incorporated by reference to Exhibit (e)(3) to Post-Effective
Amendment No. 34 of the Registration Statement on Form N-1A of
AllianceBernstein Municipal Income Fund, Inc. (File Nos. 33-7812
and 811-04791) filed with the Securities and Exchange Commission
on January 28, 2005.
(f) Form of Selected Agent Agreement between AllianceBernstein
Investments, Inc. (formerly known as Alliance Fund Distributors,
Inc.) and selected agents making available shares of Registrant
Incorporated by reference to Exhibit (e)(4) to Post-Effective
Amendment No. 34 of the Registration Statement on Form N-1A of
AllianceBernstein Municipal Income Fund, Inc. (File Nos. 33-7812
and 811-04791) filed with the Securities and Exchange Commission
on January 28, 2005.
(8) Not applicable.
(9) Custodian Contract between the Registrant and State Street Bank and
Trust Company - Incorporated by reference to Exhibit 8 to
Post-Effective Amendment No. 14 of Registrant's Registration Statement
on Form N-1A (File Nos. 33-49530 and 811-6730) filed with the
Securities and Exchange Commission on January 30, 1998.
(10) (a) Rule 12b-1 Plan - See Exhibit (7)(1) hereto.
(b) Form of Amended and Restated Rule 18f-3 Plan - Incorporated by
reference to Exhibit (n) to Post-Effective Amendment No. 32 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on February 28, 2005.
(11) Form of Opinion and Consent - Incorporated by reference from
Registrant's Registration Statement on Form N-14 (File Nos. 333-145821
and 811-06730) filed with the Securities and Exchange Commission on
August 31, 2007.
(12) Opinion of Seward & Kissel LLP as to Tax Matters - Filed herewith.
(13) (a) Transfer Agency Agreement between the Registrant and
AllianceBernstein Global Investor Services, Inc. - Incorporated
by reference to Exhibit 9 to Post-Effective Amendment No. 14 of
Registrant's Registration Statement on Form N-1A (File Nos.
33-49530 and 811-6730) filed with the Securities and Exchange
Commission on January 30, 1998.
(b) Form of Amendment to Transfer Agency Agreement between the
Registrant and AllianceBernstein Investor Services, Inc. -
Incorporated by reference to Exhibit (h)(2) to Post-Effective
Amendment No. 35 of Registrant's Registration Statement on Form
N-1A (File Nos. 33-49530 and 811-6730) filed with the Securities
and Exchange Commission on October 31, 2006.
(c) Code of Ethics for the Fund - Incorporated by reference to
Exhibit (p)(1) to Post-Effective Amendment No. 74 of the
Registration Statement on Form N-1A of AllianceBernstein Bond
Fund, Inc. (File Nos. 2-48227 and 811-2383), filed with the
Securities and Exchange Commission on October 6, 2000, which is
substantially identical in all material respects except as to the
party which is the Registrant.
(d) Code of Ethics for AllianceBernstein L.P. and AllianceBernstein
Investments, Inc. (formerly known as Alliance Fund Distributors,
Inc.) - Incorporated by reference to Exhibit (p)(2) to
Post-Effective Amendment No. 4 of the Registration Statement on
Form N-1A of The AllianceBernstein Pooling Portfolios (File Nos.
333-120487 and 811-21673), filed with the Securities and Exchange
Commission on December 29, 2006.
(14) Consent of Independent Registered Public Accounting Firm -
Incorporated by reference from Registrant's Registration Statement on
Form N-14 (File Nos. 333-145821 and 811-06730) filed with the
Securities and Exchange Commission on August 31, 2007.
(15) Not applicable.
(16) Powers of Attorney for: David H. Dievler, John H. Dobkin, Michael J.
Downey, William H. Foulk, Jr., D. James Guzy, Nancy P. Jacklin, Marc
O. Mayer and Marshall C. Turner, Jr. - Incorporated by reference to
the Registrant's Registration Statement filed pursuant to Rule 497(b)
(File Nos. 333-145821 and 811-06730), filed with the Securities and
Exchange Commission on September 19, 2008.
(17) Not applicable.
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 17 CFR 230.145(c), the reoffering prospectus will
contain the information called for by the applicable registration form
for 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, on the 3rd day of April, 2008.
ALLIANCEBERNSTEIN LARGE CAP GROWTH
FUND, INC.
By: Marc O. Mayer*
------------------
Marc O. Mayer
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
1. Principal Executive Officer:
Marc O. Mayer* President and Chief April 3, 2008
Executive Officer
2. Principal Financial and Accounting
Officer:
/s/Joseph J. Mantineo Treasurer and April 3, 2008
--------------------- Chief Financial
Joseph J. Mantineo Officer
3. Majority of Directors
David H. Dievler*
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Marc O. Mayer*
Marshall C. Turner, Jr.*
*By:/s/Andrew L. Gangolf April 3, 2008
--------------------
Andrew L. Gangolf
(Attorney-in-fact)
Index to Exhibits
-----------------
Exhibit No. Description of Exhibits
- ----------- -----------------------
(12) Tax Opinion of Seward & Kissel LLP
SK 00250 0455 870651