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#### UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

## REGULATION C - REGISTRATION

TABLE OF CONTENTS
Reg. 17 CFR 230.... | Subject
400 | Application of §§230.400 to 230.494, Inclusive
General Instructions
401 | Requirements as to Proper Form
402 | Number of Copies - Binding - Signatures
403 | Requirements as to Paper, Printing, Language and Pagination
404 | Preparation of Registration Statement
405 | Definition of Terms
406 | Confidential Treatment of Information Filed with the Commission
408 | Additional Information
409 | Information Unknown or Not Reasonably Available
410 | Disclaimer of Control
411 | Incorporation by Reference
412 | Modified or Superseded Documents
413 | Registration of Additional Securities
414 | Registration by Certain Successor Issuers
415 | Delayed or Continuous Offering and Sale of Securities
416 | Securities To Be Issued as a Result of Stock Splits, Stock Dividends, and Anti-Dilution Provisions and Interests To Be Issued Pursuant to Certain Employee Benefit Plans
417 | Date of Financial Statements
418 | Supplemental Information
419 | Offerings by Blank Check Companies
Form and Content of Prospectuses
420 | Legibility of Prospectus
421 | Presentation of Information in Prospectuses
423 | Date of Prospectuses
424 | Filing of Prospectuses, Number of Copies
425 | Filing of Certain Prospectuses and Communications Under §230.135 In Connection With Business Combination Transactions
427 | Contents of Prospectuses Used After Nine Months
428 | Documents Constituting a Section 10(a) Prospectus for Form S-8 Registration Statement; Requirements Relating to Offerings of Securities Registered on Form S-8
429 | Prospectus Relating to Several Registration Statements
430 | Prospectus for Use Prior to Effective Date
430A | Prospectus in a Registration Statement at the Time of Effectiveness
431 | Summary Prospectuses
432 | Additional Information Required To Be Included in Prospectuses Relating to Tender Offers
434 | Prospectus Delivery Requirements in Firm Commitment Underwritten Offerings of Securities for Cash
Written Consents
436 | Consents Required in Special Cases
437 | Application in Dispense with Consent
438 | Consents of Persons About To Become Directors
439 | Consent To Use of Material Incorporated by Reference
445-447 | [Reserved]
Filings; Fees; Effective Date
455 | Place of Filing
456 | Date of Filing
457 | Computation of Fee
459 | Calculation of Effective Date
460 | Distribution of Preliminary Prospectus
461 | Acceleration of Effective Date
462 | Immediate Effectiveness of Certain Registration Statements and Post-Effective Amendments
463 | Report of Offering of Securities and Use of Proceeds Therefrom
464 | Effective Date of Post-Effective Amendments to Registration StatementsFiled on Form S-8 and on Certain Forms S-3, S-4, F-2 and F-3
466 | Effective Date of Certain Registration Statements on Form F-4
467 | Effectiveness of Registration Statements and Post-EffectiveAmendments Thereto Made on Forms F-7, F-8, F-9, F-19 and F-80
Amendments; Withdrawals
470 | Formal Requirements for Amendments
471 | Signatures to Amendments
472 | Filing of Amendments-Number of Copies
473 | Delaying Amendments
474 | Date of Filing Amendments
475 | Amendment Filed with Consent of Commission
475a | Certain Pre-Effective Amendments on Forms S-3, S-4, F-2, F-3 and F-4Deemed Filed with the Consent of Commission
476 | Amendment Filed Pursuant to Order of Commission
477 | Withdrawal of Registration Statement or Amendment
478 | Powers To Amend or Withdraw Registration Statement
479 | Procedure with Respect to Abandoned Registration Statemetns and Post-Effective Amendments
Investment Companies; Business Development Companies
480 | Title of Securities
481 | Information Required in Prospectus
482 | Advertising by an Investment Company as Satisfying Requirements of Section 10
483 | Exhibits for Certain Registration Statements, Financial Data Schedule
484 | Undertaking Required in Certain Registration Statements
485 | Effective Date of Post-Effective Amendments Filed by Certain Registered Investment Companies
486 | Effective Date of Post-Effective Amendments Filed by Registered Separate Accounts of Insurance Companies
487 | Effectiveness of Registration Statements Filed by Certain Unit Investment Trusts
488 | Effectiveness Date of Registration Statements Relating to Securities To Be Issued to Certain Business Combination Transactions
489 | Filing of Form by Foreign Banks and Insurance Companies and Certain of Their Holding Companies and Finance Subsidiaries
Registration by Foreign Governments Or Political Subdivisions Thereof
490 | Information To Be Furnished Under Paragraph (3) of Schedule B
491 | Information To Be Furnished Under Paragraph (6) of Schedule B
492 | Omissions from Prospectuses
493 | Filing of Opinions of Counsel
494 | Newspaper Prospectuses
495 | Preparation of Registration Statement
496 | Contents of Prospectus and Statement of Additional Information Used After Nine Months
497 | Filing of Investment Company Prospectuses-Number of Copies
498 | Profiles for Certain Open-End Management Investment Companies

ATTENTION ELECTRONIC FILERS
This Regulation should be read in conjunction with Regulation S-T (Part 232 of this chapter), which governs the preparation and submission of documents in electronic format. Many provisions relating to the preparation and submission of documents in paper format contained in this regulation are superseded by the provisions of Regulation S-T for documents required to be filed in electronic format.

Application of §§230.400 to 230.494, Inclusive. Reg. §230.400.
Sections 230.400 to 230.494 shall govern every registration of securities under the Act, except that any provision in a form, or an item of Regulation S-K (17 CFR 229.001 et seq.) referred to in such form, covering the same subject matter as any such rule shall be controlling unless otherwise specifically provided in §§230.400 to 230.494.
### GENERAL REQUIREMENTS

Requirements as to Proper Form Reg. §230.401.

| (a) | The form and contents of a registration statement and prospectus shall conform to the applicable rules and forms as in effect on the initial filing date of such registration statement and prospectus.

| (b) | If an amendment to a registration statement and prospectus is filed for the purpose of meeting the requirements of section 10(a)(3) of the Act or pursuant to the provisions of section 24(e) or 24(f) of the Investment Company Act of 1940, the form and contents of such an amendment shall conform to the applicable rules and forms as in effect on the filing date of such amendment.

| (c) | An amendment to a registration statement and prospectus, other than an amendment described in paragraph (b) of this section, may be filed on any shorter Securities Act registration form for which it is eligible on the filing date of the amendment. At the issuer's option, the amendment also may be filed on the same Securities Act registration form used for the most recent amendment described in paragraph (b) of this section or, if no such amendment has been filed, the initial registration statement and prospectus.

| (d) | The form and contents of a prospectus forming part of a registration statement which is the subject of a stop order entered under section 8(d) of the Act, if used after the date such stop order ceases to be effective, shall conform to the applicable rules and forms as in effect on the date such stop order ceases to be effective.

| (e) | A prospectus filed as part of an amendment to an effective registration statement, or other amendment to such registration statement, on any form may be prepared in accordance with the requirements of any other form which would then be appropriate for the registration of securities to which the prospectus or other amendment relates, provided that all of the other requirements of such other form and applicable rules (including any required undertakings) are met.

| (f) | Notwithstanding the provisions of this section, a registrant (1) shall comply with the rules and forms as in effect at a date different from those specified in paragraphs (a), (b), (c) and (d) of this section if the rules or forms or amendments thereto specifically so provide; and (2) may comply voluntarily with the rules and forms as in effect at dates subsequent to those specified in paragraphs (a), (b), (c) and (d) of this section, provided that all of the requirements of the particular rules and forms in effect at such dates (including any required undertakings) are met.

| (g) | Except for registration statements and posteffective amendments that become effective automatically pursuant to §§ 230.462 and 230.464, a registration statement or any amendment thereto is deemed filed on the proper form unless the Commission objects to the form before the effective date.

Number of Copies—Binding—Signatures Reg. §230.402.

| (a) | Three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement, shall be filed with the Commission. Each copy shall be bound, in one or more parts, without stiff covers. The binding shall be made on the side or stitching margin in such manner as to leave the reading matter legible. At least one such copy of every registration shall be signed by the persons specified in section 6(a) of the Act. Unsigned copies shall be conformed.

| (b) | Ten additional copies of the registration statement, similarly bound, shall be furnished for use in the examination of the registration statement, public inspection, copying and other purposes. Where a registration statement incorporates into the prospectus documents which are required to be delivered with the prospectus in lieu of prospectus presentation, the ten additional copies of the registration statement shall be accompanied by ten copies of such documents. No other exhibits are required to accompany such additional copies.

| (c) | Notwithstanding any other provision of this section, if a registration statement is filed on Form S-8 (§239.16b of this chapter), three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement, shall be filed with the Commission. Each copy shall be bound, in one or more parts, without stiff covers. The binding shall be made on the side or stitching margin in such manner as to leave the reading matter legible. At least one such copy shall be signed by the persons specified in section 6(a) of the Act. Unsigned copies shall be conformed. Three additional copies of the registration statement, similarly bound, also shall be furnished to the Commission for use in the examination of the registration statement, public inspection, copying and other purposes. No exhibits are required to accompany the additional copies of registration statements filed on Form S-8.

| (d) | Notwithstanding any other provision of this section, if a registration statement is filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.110(d)), one copy of the complete registration statement, including exhibits and all other papers and documents filed as a part thereof shall be filed with the Commission. Such copy should not be bound and may contain facsimile versions of manual signatures in accordance with paragraph (e) of this section.

| (e) | Signatures. Where the Act or the rules thereunder, including paragraphs (a) and (c) of this section, require a document filed with or furnished to the Commission to be signed, such document shall be manually signed, or signed using either typed signatures or duplicated or facsimile versions of manual signatures. Where typed, duplicated or facsimile signatures are used, each signatory to the filing shall manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing. Such document shall be executed before or at the time the filing is made and shall be retained by the registrant for a period of five years. Upon request, the registrant shall furnish to the Commission or its staff a copy of any or all documents retained pursuant to this section.

Requirements as to Paper, Printing, Language and Pagination Reg. §230.403.

| (a) | Registration statements, applications and reports shall be filed on good quality, unglazed, white paper no larger than 8˝ x 11 inches in size, insofar as practicable. To the extent that the reduction of larger documents would render them illegible, such documents may be filed on paper larger than 8˝ x 11 inches in size.

| (b) | The registration statement and, insofar as practicable, all papers and documents filed as a part thereof shall be printed, lithographed, mimeographed or typewritten. However, the statement or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.

| (c) | (1) All Securities Act filings and submissions must be in the English language, except as otherwise provided by this section. If a registration statement or other filing requires the inclusion of a document that is in a foreign language, the filer must submit instead a fair and accurate English translation of the entire foreign language document, except as provided by paragraph (c)(3) of this section. (2) If a registration statement or other filing or submission subject to review by the Division of Corporation Finance requires the inclusion of a foreign language document as an exhibit or attachment, the filer must submit a fair and accurate English translation of the foreign language document if consisting of any of the following, or an amendment of any of the following: (i) Articles of incorporation, memoranda of association, bylaws, and other comparable documents, whether original or restated; (ii) Instruments defining the rights of security holders, including indentures qualified or to be qualified under the Trust Indenture Act of 1939; (iii) Voting agreements, including voting trust agreements; (iv) Contracts to which directors, officers, promoters, voting trustees or security holders named in a registration statement are parties; (v) Contracts upon which a filer's business is substantially dependent; (vi) Audited annual and interim consolidated financial information; and (vii) Any document that is or will be the subject of a confidential treatment request under §230.406 or §240.24b-2 of this chapter. (3)(i) A filer may submit an English summary instead of an English translation of a foreign language document as an exhibit or attachment to a filing subject to review by the Division of Corporation Finance as long as: (A) The foreign language document does not consist of any of the subject matter enumerated in paragraph (c)(2) of this section; or (B) The applicable form permits the use of an English summary. (ii) Any English summary submitted under paragraph (c)(3) of this section must: (A) Fairly and accurately summarize the terms of each material provision of the foreign language document; and (B) Fairly and accurately describe the terms that have been omitted or abridged. (4) When submitting an English summary or English translation of a foreign language document under this section, a filer must identify the submission as either an English summary or English translation. A filer may submit a copy of the unabridged foreign language document when including an English summary or English translation of a foreign language document in a filing. A filer must provide a copy of any foreign language document upon the request of Commission staff. (5) A Canadian issuer may file an exhibit or other part of a registration statement on Form F-7, F-8, F-9, F-10, or F-80 (§§239.37, 239.38, 239.39, 239.40, or 239.41 of this chapter), that contains text in both French and English if the issuer included the French text to comply with the requirements of the Canadian securities administrator or other Canadian authority and, for an electronic filing, if the filing is an HTML document, as defined in Regulation S-T Rule 11(§232.11).
| (d) | The manually signed original (or in the case of duplicate originals, one duplicate original) of all registrations, applications, statements, reports or other documents filed under the Act shall be numbered sequentially (in addition to any internal numbering which otherwise may be present) by handwritten, typed, printed or other legible form of notation from the first page of the document through the last page of that document and any exhibits or attachments thereto. Further, the total number of pages contained in a numbered original shall be set forth on the first page of the document.

Preparation of Registration Statement Reg. §230.404.

| (a) | A registration statement shall consist of the facing sheet of the applicable form; a prospectus containing the information called for by Part I of such form; the information, list of exhibits, undertakings and signatures required to be set forth in Part II of such form; financial statements and schedules; exhibits; any other information or documents filed as part of the registration statement; and all documents or information incorporated by reference in the foregoing (whether or not required to be filed).

| (b) | All general instructions, instructions to items of the form, and instructions as to financial statements, exhibits, or prospectuses are to be omitted from the registration statement in all cases.

| (c) | The prospectus shall contain the information called for by all of the items of Part I of the applicable form, except that unless otherwise specified, no reference need be made to inapplicable items, and negative answers to any item in Part I may be omitted. A copy of the prospectus may be filed as a part of the registration statement in lieu of furnishing the information in item-and-answer form. Wherever a copy of the prospectus is filed in lieu of information in item-and-answer form, the text of the items of the form is to be omitted from the registration statement, as well as from the prospectus, except to the extent provided in paragraph (d) of this rule.

| (d) | Where any items of a form call for information not required to be included in the prospectus, generally Part II of such form, the text of such items, including the numbers and captions thereof, together with the answers thereto shall be filed with the prospectus under cover of the facing sheet of the form as a part of the registration statement. However, the text of such items may be omitted provided the answers are so prepared as to indicate the coverage of the item without the necessity of reference to the text of the item. If any such item is inapplicable, or the answer thereto is in the negative, a statement to that effect shall be made. Any financial statements not required to be included in the prospectus shall also be filed as a part of the registration statement proper, unless incorporated by reference pursuant to Rule 411 (§230.411).

Definitions of Terms Reg. §230.405.

Unless the context otherwise requires, all terms used in §§230.400 to 230.494, inclusive, or in the forms for registration have the same meanings as in the Act and in the general rules and regulations. In addition, the following definitions apply, unless the context otherwise requires:

| Affiliate. An "affiliate" of, or person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. Amount. The term "amount," when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security. Associate. The term "associate," when used to indicate a relationship with any person, means (1) a corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries. Business development company. The term "business development company" refers to a company which has elected to be regulated as a business development company under sections 55 through 65 of the Investment Company Act of 1940. Certified. The term "certified," when used in regard to financial statements, means examined and reported upon with an opinion expressed by an independent public or certified public accountant. Charter. The term "charter" includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, affecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person. Common equity. The term "common equity" means any class of common stock, or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest. Commission. The term "Commission" means the Securities and Exchange Commission. Control. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Depositary share. The term "depositary share" means a security, evidenced by an American Depositary Receipt, that represents a foreign security or a multiple of or fraction thereof deposited with a depositary. Director. The term "director" means any director of a corporation or any person performing similar functions with respect to any organization whether incorporated or unincorporated. Dividend or interest reinvestment plan. The term "dividend or interest reinvestment plan" means a plan which is offered solely to the existing security holders of the registrant, which allows such persons to reinvest dividends or interest paid to them on securities issued by the registrant, and also may allow additional cash amounts to be contributed by the participants in the plan, provided the securities to be registered are newly issued, or are purchased for the account of plan participants, at prices not in excess of current market prices at the time of purchase, or at prices not in excess of an amount determined in accordance with a pricing formula specified in the plan and based upon average or current market prices at the time of purchase. Electronic filer. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§232.100 and 232.101 of this chapter, respectively). Electronic filing. The term "electronic filing" means a document under the federal securities laws that is transmitted or delivered to the Commission in electronic format. Employee. The term "employee" does not include a director, trustee, or officer. Employee benefit plan. The term employee benefit plan means any written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan or written compensation contract solely for employees, directors, general partners, trustees (where the registrant is a business trust), officers, or consultants or advisors. However, consultants or advisors may participate in an employee benefit plan only if:

(1) | They are natural persons;

(2) | They provide bona fide services to the registrant; and

(3) | The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant's securities.
Equity security. The term "equity security" means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so. Executive officer. The term "executive officer," when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy making functions for the registrant. Fiscal year. The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31. Foreign government. The term "foreign government" means the government of any foreign country or of any political subdivision of a foreign country. Foreign issuer. The term "foreign issuer" means any issuer which is a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country. Foreign private issuer. The term "foreign private issuer" means any foreign issuer other than a foreign government except an issuer meeting the following conditions: (1) More than 50 percent of the outstanding voting securities of such issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) The majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of theissuer is administered principally in the United States. For the purpose of this paragraph, the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee, or the depositary as being located in the United States. Graphic communication. The term "graphic communication," which appears in the definition of "write, written" in Section 2(9) of the Securities Act, shall include magnetic impulses or other forms of computer data compilation. Majority-owned subsidiary. The term "majority-owned subsidiary" means a subsidiary more than 50 percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries. Material. The term "material," when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase the security registered. Officer. The term "officer" means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization whether incorporated or unincorporated. Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries. Predecessor. The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person. Principal underwriter. The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter, the term "issuer" having the meaning given in sections 2(4) and 2(11) of the Act. Promoter.
| (1) | The term "promoter" includes—
|  | (i) | Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or

|  | (ii) | Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

| (2) | All persons coming within the definition of "promoter" in paragraph (1) of this definition may be referred to as "founders" or "organizers" or by another term provided that such term is reasonably descriptive of those persons' activities with respect to the issuer.
Prospectus. Unless otherwise specified or the context otherwise requires, the term "prospectus" means a prospectus meeting the requirements of section 10(a) of the Act. Registrant. The term "registrant" means the issuer of the securities for which the registration statement is filed. Share. The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person. Significant subsidiary. The term "significant subsidiary" means a subsidiary, including its subsidiaries, which meets any of the following conditions:
| (1) | The registrant's and its other subsidiaries' investments in and advances to the subsidiary exceed 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year (for a proposed business combination to be accounted for as a pooling of interests, this condition is also met when the number of common shares exchanged or to be exchanged by the registrant exceeds 10 percent of its total common shares outstanding at the date the combination is initiated); or
| (2) | The registrant's and its other subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds 10 percent of the total assets of the registrants and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

| (3) | The registrant's and its other subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the subsidiary exceeds 10 percent of such income of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. Computational note. For purposes of making the prescribed income test the following guidance should be applied: When a loss has been incurred by either the parent and its subsidiaries consolidated or the tested subsidiary, but not both, the equity in the income or loss of the tested subsidiary should be excluded from the income of the registrant and its subsidiaries consolidated for purposes of the computation. If income of the registrant and its subsidiaries consolidated for the most recent fiscal year is at least 10 percent lower than the average of the income for the last five fiscal years, such average income should be substituted for purposes of the computation. Any loss years should be omitted for purposes of computing average income.
Small Business Issuer. The term "small business issuer" means an entity that meets the following criteria:
| (1) | has revenues of less than $25,000,000;

| (2) | is a U.S. or Canadian issuer;

| (3) | is not an investment company; and

| (4) | if a majority owned subsidiary, the parent corporation is also a small business issuer.
Provided however, that an entity is not a small business issuer if it has a public float (the aggregate market value of the outstanding voting and non-voting common equity held by non-affiliates) of $25,000,000 or more. NOTE: The public float of a reporting company shall be computed by use of the price at which the stock was last sold, or the average of the bid and asked prices of such stock, on a date within 60 days prior to the end of its most recent fiscal year. The public float of a company filing an initial registration statement under the Exchange Act shall be determined as of a date within 60 days of the date the registration statement is filed. In the case of an initial public offering of securities, public float shall be computed on the basis of the number of shares outstanding prior to the offering and the estimated public offering price of the securities. Subsidiary. A "subsidiary" of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. (See also "majority owned subsidiary," "significant subsidiary," "totally held subsidiary," and "wholly owned subsidiary.") Succession. The term "succession" means the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. The term does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. The terms "succeed" and "successor" have meanings correlative to the foregoing. Totally held subsidiary. The term "totally held subsidiary" means a subsidiary (1) substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally held subsidiaries, and (2) which is not indebted to any person other than its parent and/or the parent's other totally held subsidiaries in an amount which is material in relation to the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation, whether evidenced by securities or not. Voting securities. The term "voting securities" means securities the holders of which are presently entitled to vote for the election of directors. Wholly owned subsidiary. The term "wholly owned subsidiary" means a subsidiary substantially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly owned subsidiaries.
Confidential Treatment of Information Filed with the Commission Preliminary Notes:

| (1) | Confidential treatment of supplemental information or other information not required to be filed under the Act should be requested under 17 CFR 200.83 and not under this rule.

| (2) | All confidential treatment requests shall be submitted in paper format only, whether or not the filer is an electronic filer. See Rule 101(c)(1)(i) of Regulation S-T (§232.101(c)(1)(i) of this chapter).

Reg. §230.406.

| (a) | Any person submitting any information in a document required to be filed under the Act may make written objection to its public disclosure by following the procedure in paragraph (b) of this section, which shall be the exclusive means of requesting confidential treatment of information included in any document (hereinafter referred to as the "material filed") required to be filed under the Act, except that if the material filed is a registration statement on Form S-8 (§239.16b of this chapter) or on Form S-3, F-2, F-3 (§239.13, §239.32 or §239.33 of this chapter) relating to a dividend or interest reinvestment plan, or on Form S-4 (§239.25 of this chapter) complying with General Instruction G of that Form, or if the material filed is a registration statement that does not contain a delaying amendment pursuant to Rule 473 (§230.473 of this chapter), the person shall comply with the procedure in paragraph (b) prior to the filing of a registration statement.

| (b) | The person shall omit from the material filed the portion thereof which it desires to keep undisclosed (hereinafter called the "confidential portion"). In lieu thereof, the person shall indicate at the appropriate place in the material filed that the confidential portion has been so omitted and filed separately with the Commission. The person shall file with the material filed:

|  | (1) | One copy of the confidential portion, marked "Confidential Treatment," of the material filed with the Commission. The copy shall contain an appropriate identification of the item or other requirement involved and, notwithstanding that the confidential portion does not constitute the whole of the answer or required disclosure, the entire answer or required disclosure, except that in the case where the confidential portion is part of a financial statement or schedule only the particular financial statement or schedule need be included. The copy of the confidential portion shall be in the same form as the remainder of the material filed;

|  | (2) | An application making objection to the disclosure of the confidential portion. Such application shall be on a sheet or sheets separate from the confidential portion, and shall contain:

|  |  | (i) | An identification of the portion;

|  |  | (ii) | A statement of the grounds of the objection referring to and analyzing the applicable exemption(s) from disclosure under §200.80 of this chapter, the Commission's rule adopted under the Freedom of Information Act (5 U.S.C. 552), and a justification of the period of time for which confidential treatment is sought;

|  |  | (iii) | A detailed explanation of why, based on the facts and circumstances of the particular case, disclosure of the information is unnecessary for the protection of investors;

|  |  | (iv) | A written consent to the furnishing of the confidential portion to other government agencies, offices, or bodies and to the Congress; and

|  |  | (v) | The name, address and telephone number of the person to whom all notices and orders issued under this rule at any time should be directed.

|  | (3) | The copies of the confidential portion and the application filed in accordance with this paragraph (b) shall be enclosed in a separate envelope marked "Confidential Treatment" and addressed to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549.

| (c) | Pending a determination as to the objection, the material for which confidential treatment has been applied will not be made available to the public.

| (d) | If it is determined by the Division, acting pursuant to delegated authority, that the application should be granted, an order to that effect will be entered, and a notation to that effect will be made at the appropriate place in the material filed. Such a determination will not preclude reconsideration whenever appropriate, such as upon receipt of any subsequent request under the Freedom of Information Act and, if appropriate, revocation of the confidential status of all or a portion of the information in question.

| (e) | If the Commission denies the application, or the Division, acting pursuant to delegated authority, denies the application and Commission review is not sought pursuant to §201.431 of this chapter, confirmed telegraphic notice of the order of denial will be sent to the person named in the application pursuant to paragraph (b)(2)(v) of this section. In such case, if the material filed may be withdrawn pursuant to an applicable statute, rule, or regulation, the registrant shall have the right to withdraw the material filed in accordance with the terms of the applicable statute, rule, or regulation, but without the necessity of stating any grounds for the withdrawal or of obtaining the further assent of the Commission. In the event of such withdrawal, the confidential portion will be returned to the registrant. If the material filed may not be so withdrawn, the confidential portion will be made available for public inspection in the same manner as if confidential treatment had been revoked under paragraph (h) of this section.

| (f) | If a right of withdrawal pursuant to paragraph (e) of this section is not exercised, the confidential portion will be made available for public inspection as part of the material filed, and the registrant shall amend the material filed to include all information required to be set forth in regard to such confidential portion.
| (g) | In any case where a prior grant of confidential treatment has been revoked, the person named in the application pursuant to paragraph (b)(2)(v) of this section will be so informed by registered or certified mail. Pursuant to §201.26 of this chapter, persons making objection to disclosure may petition the Commission for review of a determination by the Division revoking confidential treatment.
| (h) | Upon revocation of confidential treatment, the confidential portion shall be made available to the public at the time and according to the conditions specified in paragraphs (h)(1)-(2):
|  | (1) | Upon the lapse of five days after the dispatch of notice by registered or certified mail of a determination disallowing an objection, if prior to the lapse of such five days the person shall not have communicated to the Secretary of the Commission his intention to seek review by the Commission under §201.431 of this chapter of the determination made by the Division; or
|  | (2) | If such a petition for review shall have been filed under §201.431 of this chapter, upon final disposition adverse to the petitioner.
| (i) | If the confidential portion is made available to the public, one copy thereof shall be attached to each copy of the material filed with the Commission.
Additional Information Reg. §230.408.
In addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
Information Unknown or Not Reasonably Available Reg. §230.409.
Information required need be given only insofar as it is known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the registrant, the information may be omitted, subject to the following conditions:
| (a) | The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.
| (b) | The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information.
Disclaimer of Control Reg. §230.410.
If the existence of control is open to reasonable doubt in any instance, the registrant may disclaim the existence of control and any admission thereof; in such case, however, the registrant shall state the material facts pertinent to the possible existence of control.
Incorporation by Reference Reg. §230.411
| (a) | Prospectus. Except as provided by this section or unless otherwise provided in the appropriate form, information shall not be incorporated by reference in a prospectus. Where a summary or outline of the provisions of any document is required in the prospectus, the summary or outline may incorporate by reference particular items, sections or paragraphs of any exhibit and may be qualified in its entirety by such reference.
| (b) | Information not required in a prospectus. Except for exhibits covered by paragraph (c) of this section, information may be incorporated by reference in answer, or partial answer, to any item that calls for information not required to be included in a prospectus subject to the following provisions:
|  | (1) | Non-financial information may be incorporated by reference to any document;
|  | (2) | Financial information may be incorporated by reference to any document, provided any financial statement so incorporated meets the requirements of the forms on which the statement is filed. Financial statements or other financial data required to be given in comparative form for two or more fiscal years or periods shall not be incorporated by reference unless the information incorporated by reference includes the entire period for which the comparative data is given;
|  | (3) | Information contained in any part of the registration statement, including the prospectus, may be incorporated by reference in answer, or partial answer, to any item that calls for information not required to be included in the prospectus; and
|  | (4) | Unless the information is incorporated by reference to a document which complies with the time limitations of §228.10(f) and §229.10(d) of this chapter, then the document, or part thereof, containing the incorporated information is required to be filed as an exhibit.
| (c) | Exhibits. Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may, subject to the limitations of §228.10(f) and §229.10(f) of this chapter, be incorporated by reference as an exhibit to any registration statement. If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant shall file with the reference a statement containing the text of such modification and the date thereof.
| (d) | General. Any incorporation by reference of information pursuant to this section shall be subject to the provisions of Rule 24 of the Commission's Rules of Practice restricting incorporation by reference of documents which incorporate by reference other information. Information incorporated by reference shall be clearly identified in the reference by page, paragraph, caption or otherwise. If the information is incorporated by reference to a previously filed document, the file number of such document shall be included. Where only certain pages of a document are incorporated by reference and filed with the statement, the document from which the information is taken shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the registration statement where the information is required. Information shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.
Modified or Superseded Documents Reg. §230.412.
| (a) | Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of the registration statement or the prospectus to the extent that a statement contained in the prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or replaces such statement.
| (b) | The modifying or superseding statement may, but need not, state that it has modified or superseded a prior statement or include any other information set forth in the document which is not so modified or superseded. The making of a modifying or superseding statement shall not be deemed an admission that the modified or superseded statement, when made, constituted an untrue statement of a material fact, an omission to state a material fact necessary to make a statement not misleading, or the employment of a manipulative, deceptive, or fraudulent device, contrivance, scheme, transaction, act, practice, course of business or artifice to defraud, as those terms are used in the Act, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, or the rules and regulations thereunder.
| (c) | Any statement so modified shall not be deemed in its unmodified form to constitute part of the registration statement or prospectus for purpose of the Act. Any statement so superseded shall not be deemed to constitute a part of the registration statement or the prospectus for purposes of the Act.
Registration of Additional Securities Reg. §230.413.
Except as provided in sections 24(e)(1) and 24(f) of the Investment Company Act of 1940, the registration of additional securities of the same class as other securities for which a registration statement is already in effect shall be effected through a separate registration statement relating to the additional securities.
Registration by Certain Successor Issuers Reg. §230.414.
If any issuer, except a foreign issuer exempted by Rule 3a12-3 (17 CFR 240.3a12-3), incorporated under the laws of any State or foreign government and having securities registered under the Act has been succeeded by an issuer incorporated under the laws of another State or foreign government for the purpose of changing the State or country of incorporation of the enterprises, or if any issuer has been succeeded by an issuer for the purpose of changing its form of organization, the registration statement of the predecessor issuer shall be deemed the registration statement of the successor issuer for the purpose of continuing the offering provided:
| (a) | Immediately prior to the succession the successor issuer had no assets or liabilities other than nominal assets or liabilities;
| (b) | The succession was effected by a merger or similar succession pursuant to statutory provisions or the terms of the organic instruments under which the successor issuer acquired all of the assets and assumed all of the liabilities and obligations of the predecessor issuer;
| (c) | The succession was approved by security holders of the predecessor issuer at a meeting for which proxies were solicited pursuant to section 14(a) of the Securities Exchange Act of 1934 or section 20(a) of the Investment Company Act of 1940 or information was furnished to security holders pursuant to section 14(c) of the Securities Exchange Act of 1934; and
| (d) | The successor issuer has filed an amendment to the registration statement of the predecessor issuer expressly adopting such statements as its own registration statement for all purposes of the Act and the Securities Exchange Act of 1934 and setting forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession, or necessary to keep the registration statement from being misleading in any material respect, and such amendment has become effective.
Delayed or Continuous Offering and Sale of Securities Reg. §230.415.
| (a) | Securities may be registered for an offering to be made on a continuous or delayed basis in the future. Provided, That:
|  | (1) | The registration statement pertains only to:
|  |  | (i) | Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;
|  |  | (ii) | Securities which are to be offered and sold pursuant to a dividend or interest reinvestment plan or an employee benefit plan of the registrant;
|  |  | (iii) | Securities which are to be issued upon the exercise of outstanding options, warrants or rights;
|  |  | (iv) | Securities which are to be issued upon conversion of other outstanding securities;
|  |  | (v) | Securities which are pledged as collateral;
|  |  | (vi) | Securities which are registered on Form F-6 (§239.36 of this chapter);
|  |  | (vii) | Mortgage related securities, including such securities as mortgage backed debt and mortgage participation or pass through certificates;
|  |  | (viii) | Securities which are to be issued in connection with business combination transactions;
|  |  | (ix) | Securities the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness; or
|  |  | (x) | Securities registered (or qualified to be registered) on Form S-3 or Form F-3 (§239.13 or §239.33 of this chapter) which are to be offered and sold on a continuous or delayed basis by or on behalf of the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.
|  |  | (xi) | Shares of common stock which are to be offered and sold on a delayed or continuous basis by or on behalf of a registered closed-end management investment company or business development company that makes periodic repurchase offers pursuant to § 270.23c-3 of this chapter.
|  | (2) | Securities in paragraphs (a)(1)(viii) through (x) may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.
|  | (3) | The registrant furnishes the undertakings required by Item 512(a) of Regulation S-K (§ 229.512 of this chapter).
|  | (4) | In the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant:
|  |  | (i) | The offering comes within paragraph (a)(1)(x);
|  |  | (ii) | where voting stock is registered, the amount of securities registered for such purposes must not exceed 10% of the aggregate market value of the registrant's outstanding voting stock held by non-affiliates of the registrant (calculated as of a date within 60 days prior to the date of filing);
|  |  | (iii) | the securities must be sold through an underwriter or underwriters, acting as principal(s) or as agent(s) for the registrant; and
|  |  | (iv) | the underwriter or underwriters must be named in the prospectus which is part of the registration statement. As used in this paragraph, the term "at the market offering" means an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on or through the facilities of a national securities exchange or to or through a market maker otherwise than on an exchange.
| (b) | This section shall not apply to any registration statement pertaining to securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust under the Investment Company Act of 1940 or any registration statement filed by any foreign government or political subdivision thereof.
Securities to Be Issued As a Result of Stock Splits, Stock Dividends, and Anti-Dilution Provisions and Interests to Be Issued Pursuant to Certain Employee Benefit Plans Reg. §230.416.
| (a) | If a registration statement purports to register securities to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions, such registration statement shall, unless otherwise expressly provided, be deemed to cover the additional securities to be offered or issued in connection with any such provision.
| (b) | If prior to completion of the distribution of the securities covered by a registration statement, additional securities of the same class are issued or issuable as a result of a stock split or stock dividend, the registration statement shall, unless otherwise expressly provided therein, be deemed to cover such additional securities resulting from the split of, or the stock dividend on, the registered securities. If prior to completion of the distribution of the securities covered by a registration statement, all the securities of a class which includes the registered securities are combined by a reverse split into a lesser amount of securities of the same class, the amount of undistributed securities of such class deemed to be covered by the registration statement shall be proportionately reduced. If paragraph (a) of this section is not applicable, the registration statement shall be amended prior to the offering of such additional or lesser amount of securities to reflect the change in the amount of securities registered.
| (c) | Where a registration statement on Form S-8 relates to securities to be offered pursuant to an employee benefit plan, including interests in such plan that constitute separate securities required to be registered under the Act, such registration statement shall be deemed to register an indeterminate amount of such plan interests.
Date of Financial Statements Reg. §230.417.
Whenever financial statements of any person are required to be furnished as of a date within a specified period prior to the date of filing the registration statement and the last day of such period falls on a Saturday, Sunday, or holiday, such registration statement may be filed on the first business day following the last day of the specified period.
Supplemental Information Reg. §230.418.
| (a) | The Commission or its staff may, where it is deemed appropriate, request supplemental information concerning the registrant, the registration statement, the distribution of the securities, market activities and underwriters' activities. Such information includes, but is not limited to, the following items which the registrant should be prepared to furnish promptly upon request:
|  | (1) | (i) | Any reports or memoranda which have been prepared for external use by the registrant or a principal underwriter, as defined in Rule 405 (§230.405), in connection with the proposed offering;
|  |  | (ii) | A statement as to the actual or proposed use and distribution of the reports or memoranda specified in paragraph (a)(1)(i) of this section, identifying each class of persons who have received or will receive such reports or memoranda and the number of copies distributed to each such class;
|  | (2) | In the case of a registration statement relating to a business combination as defined in Rule 145(a) (17 CFR 230.145(a)), exchange offer, tender offer or similar transaction, any feasibility studies, management analyses, fairness opinions or similar reports prepared by or for any of the parties to the subject transaction in connection with such transaction;
|  | (3) | Except in the case of a registrant eligible to use Form S-2 or Form S-3 (§§239.12 or 239.13 of this chapter), any engineering, management or similar reports or memoranda relating to broad aspects of the business, operations or products of the registrant, which have been prepared within the past twelve months for or by the registrant, any affiliate of the registrant or any principal underwriter, as defined in Rule 405 (§230.405), of the securities being registered except for:
|  |  | (i) | Reports solely comprised of recommendations to buy, sell or hold the securities of the registrant, unless such recommendations have changed within the past six months; and
|  |  | (ii) | Any information contained in documents already filed with the Commission.
|  | (4) | Where there is a registration of an "at-the-market offering," as defined in §242.100 of this chapter, of more than 10 percent of the securities outstanding, where the offering includes securities owned by officers, directors or affiliates of the registrant and where there is no underwriting agreement, information (i) concerning contractual arrangements between selling security holders of a limited group or of several groups of related shareholders to comply with the anti-manipulation rules until the offering by all members of the group is completed and to inform the exchange, brokers and selling security holders when the distribution by the members of the group is over; or (ii) concerning the registrant's efforts to notify members of a large group of unrelated sellers of the applicable Commission rules and regulations;
|  | (5) | Where the registrant recently has introduced a new product or has begun to do business in a new industry segment or has made public its intentions to introduce a new product or to do business in a new industry segment, and this action requires the investment of a material amount of the assets of the registrant or otherwise is material, copies of any studies prepared for the registrant by outside persons or any internal studies, documents, reports or memoranda the contents of which were material to the decision to develop the product or to do business in the new segment including, but not limited to, documents relating to financial requirements and engineering, competitive, environmental and other considerations, but excluding technical documents;
|  | (6) | Where reserve estimates are referred to in a document, a copy of the full report of the engineer or other expert who estimated the reserves; and
|  | (7) | With respect to the extent of the distribution of a preliminary prospectus, information concerning:
|  |  | (i) | The date of the preliminary prospectus distributed;
|  |  | (ii) | The dates or approximate dates of distribution;
|  |  | (iii) | The number of prospective underwriters and dealers to whom the preliminary prospectus was furnished;
|  |  | (iv) | The number of prospectuses so distributed;
|  |  | (v) | The number of prospectuses distributed to others, identifying them in general terms; and
|  |  | (vi) | The steps taken by such underwriters and dealers to comply with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934 (§240.15c2-8 of this chapter).
| (b) | Supplemental information described in paragraph (a) of this section shall not be required to be filed with or deemed part of the registration statement. The information shall be returned to the registrant upon request, provided that:
|  | (1) | Such request is made at the time such information is furnished to the staff;
|  | (2) | The return of such information is consistent with the protection of investors; and
|  | (3) | The return of such information is consistent with the provisions of the Freedom of Information Act [5 U.S.C. 552].
|  | (4) | The information was not filed in electronic format.
Offerings by Blank Check Companies Reg. § 230.419.
| (a) | Scope of the Rule and Definitions.
|  | (1) | The provisions of this section shall apply to every registration statement filed under the Act relating to an offering by a blank check company.
|  | (2) | For purposes of this Section, the term "blank check company" shall mean a company that:
|  |  | (i) | is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and
|  |  | (ii) | is issuing "penny stock," as defined in Rule 3a51-1 [17 CFR 240.3a51-1] under the Securities Exchange Act of 1934 ("Exchange Act").
|  | (3) | For purposes of this section, the term "purchaser" shall mean any person acquiring securities directly or indirectly in the offering, for cash or otherwise, including promoters or others receiving securities as compensation in connection with the offering.
| (b) | Deposit of Securities and Proceeds in Escrow or Trust Account.
|  | (1) | General.
|  |  | (i) | Except as otherwise provided in this section or prohibited by other applicable law, all securities issued in connection with an offering by a blank check company and the gross proceeds from the offering shall be deposited promptly into:
|  |  |  | (A) | an escrow account maintained by an "insured depository institution," as that term is defined in Section 3(c)(2) of the Federal Deposit Insurance Act [12 U.S.C. 1813(c)(2) (1991)]; or
|  |  |  | (B) | a separate bank account established by a broker or dealer registered under the Exchange Act maintaining net capital equal to or exceeding $25,000 (as calculated pursuant to Exchange Act Rule 15c3-1 [17 CFR 240.15c3-1]), in which the broker or dealer acts as trustee for persons having the beneficial interests in the account.
|  |  | (ii) | If funds and securities are deposited into an escrow account maintained by an insured depository institution, the deposit account records of the insured depository institution must provide that funds in the escrow account are held for the benefit of the purchasers named and identified in accordance with section 330.1 of the regulations of the Federal Deposit Insurance Corporation [12 CFR 330.1], and the records of the escrow agent, maintained in good faith and in the regular course of business, must show the name and interest of each party to the account. If funds and securities are deposited in a separate bank account established by a broker or dealer acting as a trustee, the books and records of the broker-dealer must indicate the name, address, and interest of each person for whom the account is held.
|  | (2) | Deposit and Investment of Proceeds
|  |  | (i) | All offering proceeds, after deduction of cash paid for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant pursuant to (b)(2)(vi) of this section, shall be deposited promptly into the escrow or trust account; Provided, however, That no deduction may be made for underwriting commissions, underwriting expenses or dealer allowances payable to an affiliate of the registrant.
|  |  | (ii) | Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the escrow agent or trustee.
|  |  | (iii) | Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the purchasers of the securities.
|  |  | (iv) | Deposited proceeds shall be invested in one of the following:
|  |  |  | (A) | an obligation that constitutes a "deposit," as that term is defined in section 3(l) of the Federal Deposit Insurance Act [12 U.S.C. 1813(l) (1991)];
|  |  |  | (B) | securities of any open-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 [17 CFR 270.2a-7] under the Investment Company Act; or
|  |  |  | (C) | securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|  |  |  | Note to Rule 419(b)(2)(iv): Issuers are cautioned that investments in government securities are inappropriate unless such securities can be readily sold or otherwise disposed of for cash at the time required without any dissipation of offering proceeds invested.
|  |  | (v) | Interest or dividends earned on the funds, if any, shall be held in the escrow or trust account until the funds are released in accordance with the provisions of this section. If funds held in the escrow or trust account are released to a purchaser of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrant.
|  |  | (vi) | The registrant may receive up to 10 percent of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by paragraph (b)(2)(i) of this section, exclusive of interest or dividends, as those proceeds are deposited into the escrow or trust account.
|  | (3) | Deposit of Securities.
|  |  | (i) | All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. See also 17 CFR 240.15g-8 regarding restrictions on sales of, or offers to sell, securities deposited in the escrow or trust account.
|  |  | (ii) | Securities held in the escrow or trust account are to remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the escrow or trust account or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended [26 U.S.C. 1 et seq.], or Title 1 of the Employee Retirement Income Security Act [29 U.S.C. 1001 et seq.], or the rules thereunder.
|  |  | (iii) | Warrants, convertible securities or other derivative securities relating to securities held in the escrow or trust account may be exercised or converted in accordance with their terms; Provided, however, That securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the escrow or trust account.
|  | (4) | Escrow or Trust Agreement. A copy of the executed escrow or trust agreement shall be filed as an exhibit to the registration statement and shall contain the provisions of paragraphs (b)(2), and (e)(3) of this section.
|  | (5) | Request for Supplemental Information. Upon request by the Commission or the staff, the registrant shall furnish as supplemental information the names and addresses of persons for whom securities are held in the escrow or trust account.
|  | Note to Rule 419(b): With respect to a blank check offering subject to both 419 and Exchange Act Rule 15c2-4 [17 CFR 240.15c2-4], the requirements of Rule 15c2-4 are applicable only until the conditions of the offering governed by that Rule are met (e.g., reaching the minimum in a "part-or-none" offering). When those conditions are satisfied, Rule 419 continues to govern the use of offering proceeds.
| (c) | Disclosure of Offering Terms. The initial registration statement shall disclose the specific terms of the offering, including, but not limited to:
|  | (1) | the terms and provisions of the escrow or trust agreement and the effect thereof upon the registrant's right to receive funds and the effect of the escrow or trust agreement upon the purchaser's funds and securities required to be deposited into the escrow or trust account, including, if applicable, any material risk of non-insurance of purchasers' funds resulting from deposits in excess of the insured amounts; and
|  | (2) | the obligations of the registrant to provide, and the right of the purchaser to receive, information regarding an acquisition, including the requirement that pursuant to this section, purchasers confirm in writing their investment in the registrant's securities as specified in paragraph (e) of this section.
| (d) | Probable Acquisition Post-Effective Amendment Requirement. If, during any period in which offers or sales are being made, a significant acquisition becomes probable, the registrant shall file promptly a post-effective amendment disclosing the information specified by the applicable registration statement form and Industry Guides, including financial statements of the registrant and the company to be acquired as well as pro forma financial information required by the form and applicable rules and regulations. Where warrants, rights or other derivative securities issued in the initial offering are exercisable, there is a continuous offering of the underlying security.
| (e) | Release of Deposited and Funds Securities.
|  | (1) | Post-Effective Amendment for Acquisition Agreement. Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the registrant and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of any securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, the registrant shall file a post-effective amendment that:
|  |  | (i) | discloses the information specified by the applicable registration statement form and Industry Guides, including financial statements of the registrant and the company acquired or to be acquired and pro forma financial information required by the form and applicable rules and regulations;
|  |  | (ii) | discloses the results of the initial offering, including but not limited to:
|  |  |  | (A) | the gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, amounts disbursed to the registrant, and amounts remaining in the escrow or trust account; and
|  |  |  | (B) | the specific amount, use and application of funds disbursed to the registrant to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly, specifying the amounts and purposes of such payments; and
|  |  | (iii) | discloses the terms of the offering as described pursuant to paragraph (e)(2) of this section.
|  | (2) | Terms of the Offering. The terms of the offering must provide, and the registrant must satisfy, the following conditions:
|  |  | (i) | within five business days after the effective date of the post-effective amendment(s), the registrant shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow or trust, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto;
|  |  | (ii) | each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the registrant in writing that the purchaser elects to remain an investor. If the registrant has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interests or dividends, if any, held in the escrow or trust account shall be sent by first class mail or other equally prompt means to the purchaser within five business days;
|  |  | (iii) | the acquisition(s) meeting the criteria set forth in paragraph (e)(1) of this section will be consummated if a sufficient number of purchasers confirm their investments; and
|  |  | (iv) | if a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the effective date of the initial registration statement, funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchaser within five business dates following that date.
|  | (3) | Conditions for Release of Deposited Securities and Funds. Funds held in the escrow or trust account may be released to the registrant and securities may be delivered to the purchaser or other registered holder identified on the deposited securities only at the same time as or after:
|  |  | (i) | the escrow agent or trustee has received a signed representation from the registrant, together with other evidence acceptable to the escrow agent or trustee, that the requirements of paragraphs (e)(1) and (e)(2) of this section have been met; and
|  |  | (ii) | consummation of an acquisition(s) meeting the requirements of paragraph (e)(2)(iii) of this section.
|  | (4) | Prospectus Supplement. If funds and securities are released from the escrow or trust account to the registrant pursuant to this paragraph, the prospectus shall be supplemented to indicate the amount of funds and securities released and the date of the release.
|  | Notes to Rule 419(e) Note 1: With respect to a blank check offering subject to both Rule 419 and Exchange Act Rule 10b-9 [17 CFR 240.10b9], the requirements of Rule 10b-9 are applicable only until the conditions of the offering governed by that Rule are met (e.g., reaching the minimum in a "part-or-none" offering). When those conditions are satisfied, Rule 419 continues to govern the use of offering proceeds. Note 2: If the business(es) or assets are acquired for cash, the fair value shall be presumed to be equal to the cash paid. If all or part of the consideration paid consists of securities or other non-cash consideration, the fair value shall be determined by an accepted standard, such as bona fide sales of the assets or similar assets made within a reasonable time, forecasts of expected cash flows, independent appraisals, etc. Such valuation must be reasonable at the time made.
| (f) | Financial Statements. The registrant shall:
|  | (1) | Furnish to security holders audited financial statements for the first full fiscal year of operations following consummation of an acquisition pursuant to paragraph (e) of this section, together with the information required by Item 303(a) of Regulation S-K [17 CFR 229.303(a)], no later than 90 days after the end of such fiscal year; and
|  | (2) | File the financial statements and additional information with the Commission under cover of Form 8-K [17 CFR 249.308]; provided, however, that such financial statements and related information need not be filed separately if the registrant is filing reports pursuant to Section 13(a) or 15(d) of the Exchange Act.
### FORM AND CONTENT OF PROSPECTUSES

Legibility of Prospectus Reg. §230.420.
| (a) | The body of all printed prospectuses and all notes to financial statements and other tabular data included therein shall be in roman type at least as large and as legible as 10-point modern type. However, (a) to the extent necessary for convenient presentation, financial statements and other tabular data, including tabular data in notes, and (b) prospectuses deemed to be omitting prospectuses under rule 482 (17 CFR 230.482) may be in roman type at least as large and as legible as 8-point modern type. All such type shall be leaded at least 2 points.
| (b) | Where a prospectus is distributed through an electronic medium, issuers may satisfy legibility requirements applicable to printed documents, such as paper size, type size and font, bold-face type, italics and red ink, by presenting all required information in a format readily communicated to investors, and where indicated, in a manner reasonably calculated to draw investor attention to specific information.
Presentation of Information in Prospectuses. Reg. §230.421.
| (a) | The information required in a prospectus need not follow the order of the items or other requirements in the form. Such information shall not, however, be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading. Where an item requires information to be given in a prospectus in tabular form it shall be given in substantially the tabular form specified in the item.
| (b) | You must present the information in a prospectus in a clear, concise and understandable manner. You must prepare the prospectus using the following standards:
|  | (1) | Present information in clear, concise sections, paragraphs, and sentences. Whenever possible, use short, explanatory sentences and bullet lists;
|  | (2) | Use descriptive headings and subheadings;
|  | (3) | Avoid frequent reliance on glossaries or defined terms as the primary means of explaining information in the prospectus. Define terms in a glossary or other section of the document only if the meaning is unclear from the context. Use a glossary only if it facilitates understanding of the disclosure; and
|  | (4) | Avoid legal and highly technical business terminology.
|  | Note to 230.421(b): In drafting the disclosure to comply with this section, you should avoid the following: Legalistic or overly complex presentations that make the substance of the disclosure difficult to understand; Vague "boilerplate" explanations that are imprecise and readily subject to different interpretations; Complex information copied directly from legal documents without any clear and concise explanation of the provision(s); and Disclosure repeated in different sections of the document that increases the size of the document but does not enhance the quality of the information.
| (c) | All information required to be included in a prospectus shall be clearly understandable without the necessity of referring to the particular form or to the general rules and regulations. Except as to financial statements and information required in a tabular form, the information set forth in a prospectus may be expressed in condensed or summarized form. In lieu of repeating information in the form of notes to financial statements, references may be made to other parts of the prospectus where such information is set forth.
| (d) | (1) | To enhance the readability of the prospectus, you must use plain English principles in the organization, language, and design of the front and back cover pages, the summary, and the risk factors section.
|  | (2) | You must draft the language in these sections so that at a minimum it substantially complies with each of the following plain English writing principles:
|  |  | (i) | Short sentences;
|  |  | (ii) | Definite, concrete, everyday words;
|  |  | (iii) | Active voice;
|  |  | (iv) | Tabular presentation or bullet lists for complex material, whenever possible;
|  |  | (v) | No legal jargon or highly technical business terms; and
|  |  | (vi) | No multiple negatives.
|  | (3) | In designing these sections or other sections of the prospectus, you may include pictures, logos, charts, graphs, or other design elements so long as the design is not misleading and the required information is clear. You are encouraged to use tables, schedules, charts and graphic illustrations of the results of operations, balance sheet, or other financial data that present the data in an understandable manner. Any presentation must be consistent with the financial statements and non-financial information in the prospectus. You must draw the graphs and charts to scale. Any information you provide must not be misleading.
Instruction to 230.421. You should read Securities Act Release No. 33-7497 (January 28, 1998) for information on plain English principles.
Date of Prospectuses Reg. §230.423.
Except for a form of prospectus used after the effective date of the registration statement and before the determination of the offering price as permitted by Rule 430A(c) under the Securities Act (§230.430A(c) of this chapter) or before the opening of bids as permitted by Rule 445(c) under the Securities Act (§230.445(c) of this chapter), each prospectus used after the effective date of the registration statement shall be dated approximately as of such effective date; provided, however, that a revised or amended prospectus used thereafter need only bear the approximate date of its issuance. Each supplement to a prospectus shall be dated separately the approximate date of its issuance.
Filing of Prospectuses, Number of Copies Reg. §230.424.
| (a) | Except as provided in paragraph (f) of this section, five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement which varies from the form or forms of prospectus included in the registration statement as filed pursuant to §230.402(a) of this chapter shall be filed as a part of the registration statement not later than the date such form of prospectus is first sent or given to any person: Provided, however, That only a form of prospectus that contains substantive changes from or additions to a prospectus previously filed with the Commission as part of a registration statement need be filed pursuant to this paragraph (a).
| (b) | Ten copies of each form of prospectus purporting to comply with section 10 of the Securities Act (15 U.S.C. 77j) except for documents constituting a prospectus pursuant to Rule 428(a) (§ 230.428(a) of this chapter), shall be filed with the Commission in the form in which it is used after the effectiveness of the registration statement and identified as required by paragraph (e); Provided, however, That only a form of prospectus that contains substantive changes from or additions to a previously filed prospectus is required to be filed; Provided, further, That this paragraph (b) shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding, which prospectus is intended for use prior to the opening of bids. The ten copies shall be filed or transmitted for filing as follows:
|  | (1) | A form of prospectus that discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act (§230.430A of this chapter) shall be filed with the Commission no later than the second business day following the earlier of the date of determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (2) | A form of prospectus used in connection with a primary offering of securities on a delayed basis pursuant to Rule 415(a)(1)(vii), (viii) or (x) under the Securities Act (§230.415(a)(1)(vii), (viii) or (x) of this chapter) that discloses the public offering price, description of securities, specific method of distribution or similar matters shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a publicoffering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (3) | A form of prospectus that reflects facts or events other than those covered in paragraphs (b)(1), (2) and (6) of this section that constitute a substantive change from or addition to the information set forth in the last form of prospectus filed with the Commission under this section or as part of a registration statement under the Securities Act shall be filed with the Commission no later than the fifth business day after the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (4) | A form of prospectus that discloses information, facts or events covered in both paragraphs (b)(1) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (5) | A form of prospectus that discloses information, facts or events covered in both paragraphs (b)(2) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (6) | A form of prospectus used in connection with an offering of securities under Canada's National Policy Statement No. 45 pursuant to Rule 415 under the Securities Act (§230.415 of this chapter) that is not made in the United States shall be filed with the Commission no later than the date it is first used in Canada, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
|  | (7) | Ten copies of a term sheet or abbreviated term sheet sent or given in reliance upon Rule 434 under the Act (§ 230.434) shall be filed with the Commission pursuant to this paragraph no later than the second business day following the earlier of the date of determination of the offering price, or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date. In addition to the information required by paragraph (e) of this section, each copy of such term sheet or abbreviated term sheet shall include the information required by Rule 434(e) (§230.434(e)). Instruction 1. Notwithstanding § 230.424(b)(2) and (b)(5) above, a form of prospectus or prospectus supplement relating to an offering of mortgage-related securities on a delayed basis under § 230.415(a)(1)(vii) or asset-backed securities on a delayed basis under § 230.415(a)(1)(x) that is required to be filed pursuant to paragraph (b) of this section shall be filed with the Commission no later than the second business day following the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date. Instruction 2: Notwithstanding paragraphs (b)(1), (b)(2), (b)(4) and (b)(5) of this section, a form of prospectus sent or given in reliance on Rule 434(c) (§ 230.434(c)) with respect to securities registered on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), other than an abbreviated term sheet filed pursuant to paragraph (b)(7) of this section, shall be filed with the Commission on or prior to the date on which a confirmation is sent or given.
| (c) | If a form of prospectus, other than one filed pursuant to paragraph (b)(1) or (b)(4) of this Rule, consists of a prospectus supplement attached to a form of prospectus that (1) previously has been filed or (2) was not required to be filed pursuant to paragraph (b) because it did not contain substantive changes from a prospectus that previously was filed, only the prospectus supplement need be filed under paragraph (b) of this rule, provided that the first page of each prospectus supplement includes a cross reference to the date(s) of the related prospectus and any prospectus supplements thereto that together constitute the prospectus required to be delivered by Section 5(b) of the Securities Act (15 U.S.C. 77e(b)) with respect to the securities currently being offered or sold. The cross reference may be set forth in longhand, provided it is legible. NOTE: Any prospectus supplement being filed separately that is smaller than a prospectus page should be attached to an 8˝" x 11" sheet of paper.
| (d) | Every prospectus consisting of a radio or television broadcast shall be reduced to writing. Five copies of every such prospectus shall be filed with the Commission in accordance with the requirements of this section.
| (e) | Each copy of a form of prospectus filed under this rule shall contain in the upper right corner of the cover page the paragraph of this rule, including the subparagraph if applicable, under which the filing is made, and the file number of the registration statement to which the prospectus relates. The information required by this paragraph may be set forth in longhand, provided it is legible.
| (f) | This rule shall not apply with respect to prospectuses of an investment company registered under the Investment Company Act of 1940 or a business development company.
§230.425 Filing of certain prospectuses and communications under §230.135 in connection with business combination transactions. Reg. §230.425
| (a) | All written communications made in reliance on §230.165 are prospectuses that must be filed with the Commission under this section on the date of first use.
| (b) | All written communications that contain no more information than that specified in §230.135 must be filed with the Commission on or before the date of first use except as provided in paragraph (d)(1) of this section. A communication limited to the information specified in §230.135 will not be deemed an offer in accordance with §230.135 even though it is filed under this section.
| (c) | Each prospectus or §230.135 communication filed under this section must identify the filer, the company that is the subject of the offering and the Commission file number for the related registration statement or, if that file number is unknown, the subject company's Exchange Act or Investment Company Act file number, in the upper right corner of the cover page.
| (d) | Notwithstanding paragraph (a), the following need not be filed under this section:
|  | (1) | Any written communication that is limited to the information specified in §230.135 and does not contain new or different information from that which was previously publicly disclosed and filed under this section.
|  | (2) | Any research report used in reliance on §230.137, §230.138 and §230.139;
|  | (3) | Any confirmation described in §240.10b-10 of this chapter; and
|  | (4) | Any prospectus filed under §230.424.
| Notes to §230.425: File five copies of the prospectus or §230.135 communication if paper filing is permitted. . No filing is required under §240.13e-4(c), §240.14a-12(b), §240.14d-2(b), or §240.14d-9(a), if the communication is filed under this section. Communications filed under this section also are deemed filed under the other applicable sections.
Contents of Prospectus Used After Nine Months Reg. §230.427.
There may be omitted from any prospectus used more than 9 months after the effective date of the registration statement any information previously required to be contained in the prospectus insofar as later information covering the same subjects, including the latest available certified financial statement, as of a date not more than 16 months prior to the use of the prospectus is contained therein.
Documents Constituting a Section 10(a) prospectus for Form S-8 Registration Statement; Requirements Relating to Offerings of Securities Registered on Form S-8 Reg. §230.428.
| (a) | (1) | Where securities are to be offered pursuant to a registration statement on Form S-8 (§239.16b of this chapter), the following, taken together, shall constitute a prospectus that meets the requirements of Section 10(a) of the Act: (i) the document(s), or portions thereof as permitted by paragraph (b)(1)(ii) of this section, containing the employee benefit plan information required by Item 1 of the Form; (ii) the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2; and (iii) the documents containing registrant information and employee benefit plan annual reports that are incorporated by reference in the registration statement pursuant to Item 3.
|  | (2) | The registrant shall maintain a file of the documents that, pursuant to paragraph (a) of this section, at any time are part of the Section 10(a) prospectus, except for documents required to be incorporated by reference in the registration statement pursuant to Item 3 of Form S-8. Each such document shall be included in the file until five years after it is last used as part of the Section 10(a) prospectus to offer or sell securities pursuant to the plan. With respect to documents containing specifically designated portions that constitute part of the Section 10(a) prospectus pursuant to paragraph (b)(1)(ii) of this section, the entire document shall be maintained in the file. Upon request, the registrant shall furnish to the Commission or its staff a copy of any or all of the documents included in the file.
| (b) | Where securities are offered pursuant to a registration statement on Form S-8:
|  | (1) | (i) | The registrant shall deliver or cause to be delivered, to each employee who is eligible to participate (or selected by the registrant to participate, in the case of a stock option or other plan with selective participation) in an employee benefit plan to which the registration statement relates, the information required by Part I of Form S-8. The information shall be in written form and shall be updated in writing in a timely manner to reflect any material changes during any period in which offers or sales are being made. When updating information is furnished, documents previously furnished need not be re-delivered, but the registrant shall furnish promptly without charge to each employee, upon written or oral request, a copy of all documents containing the plan information required by Part I that then constitute part of the Section 10(a) prospectus.
|  |  | (ii) | The registrant may designate an entire document or only portions of a document as constituting part of the Section 10(a) prospectus. If the registrant designates only portions of a document as constituting part of the prospectus, rather than the entire document, a statement clearly identifying such portions, for example, by reference to section headings, section numbers, paragraphs or page numbers within the document must be included in a conspicuous place in the forepart of the document, or such portions must be specifically designated throughout the text of the document. Registrants shall not designate only words or sentences within a paragraph as part of a prospectus. Unless the portions of a document constituting part of the Section 10(a) prospectus are clearly identified, the entire document shall constitute part of the prospectus.
|  |  | (iii) | The registrant shall date any document constituting part of the Section 10(a) prospectus or containing portions constituting part of the prospectus and shall include the following printed, stamped or typed legend in a conspicuous place in the forepart of the document, substituting the bracketed language as appropriate: "This document [Specifically designated portions of this document] constitutes [constitute] part of a prospectus covering securities that have been registered under the Securities Act of 1933."
|  |  | (iv) | The registrant shall revise the document(s) containing the plan information sent or given to newly eligible participants pursuant to paragraph (b)(1)(i) of this section, if documents containing updating information would obscure the readability of the plan information.
|  | (2) | The registrant shall deliver or cause to be delivered with the document(s) containing the information required by Part I of Form S-8, to each employee to whom such information is sent or given, a copy of any one of the following:
|  |  | (i) | the registrant's annual report to security holders containing the information required by Rule 14a-3(b) (§240.l4a-3(b) of this chapter) under the Securities Exchange Act of 1934 ("Exchange Act") for its latest fiscal year;
|  |  | (ii) | the registrant's annual report on Form 10-K (§249.310 of this chapter), U5S (§259.5s of this chapter), 20-F (§249.220f of this chapter) or, in the case of registrants described in General Instruction A.(2) of Form 40-F, 40-F (§249.240f of this chapter) for its latest fiscal year;
|  |  | (iii) | the latest prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) under the Act that contains audited financial statements for the registrant's latest fiscal year, provided that the financial statements are not incorporated by reference from another filing, and provided further that such prospectus contains substantially the information required by Rule 14a-3(b) or the registration statement was on Form SB-2 (§239.10 of this chapter) or F-1 (§239.31 of this chapter); or
| (iv) | the registrant's effective Exchange Act registration statement on Form 10 (§249.210 of this chapter) and Form 10-SB (§249.210b of this chapter), 20-F or, in the case of registrants described in General Instruction A.(2) of Form 40-F, 40-F containing audited financial statements for the registrant's latest fiscal year. Instructions. If a registrant has previously sent or given an employee a copy of any document specified in clauses (i) - (iv) of paragraph (b)(2) for the latest fiscal year, it need not be re-delivered, but the registrant shall furnish promptly, without charge, a copy of such document upon written or oral request of the employee. If the latest fiscal year of the registrant has ended within 120 days (or 190 days with respect to foreign private issuers) prior to the delivery of the documents containing the information specified by Part I of Form S-8, the registrant may deliver a document containing financial statements for the fiscal year preceding the latest fiscal year, provided that within the 120 or 190-day period a document containing financial statements for the latest fiscal year is furnished to each employee.
| (3) | The registrant shall deliver or cause to be delivered promptly, without charge, to each employee to whom information is required to be delivered, upon written or oral request, a copy of the information that has been incorporated by reference pursuant to Item 3 of Form S-8 (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the registration statement incorporates).
| (4) | Where interests in a plan are registered, the registrant shall deliver or cause to be delivered promptly, without charge, to each employee to whom information is required to be delivered, upon written or oral request, a copy of the then latest annual report of the plan filed pursuant to Section 15(d) of the Exchange Act, whether on Form 11-K (§249.311 of this chapter) or included as part of the registrant's annual report on Form 10-K and Form 10-KSB.
| (5) | The registrant shall deliver or cause to be delivered to all employees participating in a stock option plan or plan fund that invests in registrant securities (and other plan participants who request such information orally or in writing) who do not otherwise receive such material, copies of all reports, proxy statements and other communications distributed to its security holders generally, provided that such material is sent or delivered no later than the time it is sent to security holders.
| (c) | As used in this Rule, the term "employee benefit plan" is defined in Rule 405 of Regulation C (§230.405 of this chapter) and the term "employee" is defined in General Instruction A.l of Form S-8.
Prospectus Relating to Several Registration Statements Reg. §230.429.
| (a) | Where a registrant has filed two or more registration statements, it may file a single prospectus in the latest registration statement in order to satisfy the requirements of the Act and the rules and regulations thereunder for that offering and any other offering(s) registered on the earlier registration statement(s). The combined prospectus in the latest registration statement must include all of the information that currently would be required in a prospectus relating to all offering(s) that it covers. The combined prospectus may be filed as part of the initial filing of the latest registration statement, in a pre-effective amendment to it or in a post-effective amendment to it.
| (b) | Where a registrant relies on paragraph (a) of this section, the registration statement containing the combined prospectus shall act, upon effectiveness, as a post-effective amendment to any earlier registration statement whose prospectus has been combined in the latest registration statement. The registrant must identify any earlier registration statement to which the combined prospectus relates by setting forth the Commission file number at the bottom of the facing page of the latest registration statement.
Prospectus For Use Prior to Effective Date Reg. §230.430.
| (a) | A form of prospectus filed as a part of the registration statement shall be deemed to meet the requirements of section 10 of the Act for the purpose of section 5(b)(1) thereof prior to the effective date of the registration statement, provided such form of prospectus contains substantially the information required by the Act and the rules and regulations thereunder to be included in a prospectus meeting the requirements of section 10(a) of the Act for the securities being registered, or contains substantially that information except for the omission of information with respect to the offering price, underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices, or other matters dependent upon the offering price. Every such form of prospectus shall be deemed to have been filed as a part of the registration statement for the purpose of section 7 of the Act.
| (b) | A form of prospectus filed as part of a registration statement on Form N-1A (§239.15A and §274.11A of this chapter), Form N-2 (§239.14 and §274.11a-1 of this chapter), Form N-3 (§239.17a and §274.11b of this chapter), or Form N-4 (§239.17b and §274.11c of this chapter) shall be deemed to meet the requirements of Section 10 of the Act for the purpose of Section 5(b)(1) thereof prior to the effective date of the registration statement, provided that:
| (1) | Such form of prospectus meets the requirements of paragraph (a) of this section; and
| (2) | Such registration statement contains a form of Statement of Additional Information that is made available to persons receiving such prospectus upon written or oral request, and without charge, unless the form of prospectus contains the information otherwise required to be disclosed in the form of Statement of Additional Information. Every such form of prospectus shall be deemed to have been filed as part of the registration statement for the purpose of section 7 of the Act.
Prospectus in a Registration Statement at the Time of Effectiveness Reg. §230.430A.
| (a) | The form of prospectus filed as part of a registration statement that is declared effective may omit information with respect to the public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates, and terms of the securities dependent upon the offering date; and such form of prospectus need not contain such information in order for the registration statement to meet the requirements of Section 7 of the Securities Act (15 U.S.C. 77g) for the purposes of Section 5 thereof (15 U.S.C. 77e), Provided, That:
| (1) | The securities to be registered are offered for cash;
| (2) | The registrant furnishes the undertakings required by Item 512(i) of Regulation S-K (§229.512(i) of this chapter); and
| (3) | The information omitted in reliance upon paragraph (a) from the form of prospectus filed as part of a registration statement that is declared effective is contained in a form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§230.424(b) or 230.497(h) of this chapter); except that if such form of prospectus is not so filed by the later of fifteen business days after the effective date of the registration statement or fifteen business days after the effectiveness of a post-effective amendment thereto that contains a form of prospectus, or transmitted by a means reasonably calculated to result in filing with the Commission by that date, the information omitted in reliance upon paragraph (a) must be contained in an effective post-effective amendment to the registration statement.
| Instruction to paragraph (a): A decrease in the volume of securities offered or changed in the bona fide estimate of the maximum offering price range from that indicated in the form of prospectus filed as part of a registration statement that is declared effective may be disclosed in the form of prospectus filed with the Commission pursuant to §230.424(b) or §230.497(h) under the Securities Act so long as the decrease in the volume or change in the price range would not materially change the disclosure contained in the registration statement at effectiveness. Notwithstanding the foregoing, any increase or decrease in volume (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)(1) (§ 230.424(b)(1)) or Rule 497(h) (§ 230.497(h)) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
| (b) | The information omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, and contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§230.424(b) or 230.497(h) of this chapter), shall be deemed to be a part of the registration statement as of the time it was declared effective.
| (c) | When used prior to determination of the offering price of the securities, a form of prospectus relating to the securities offered pursuant to a registration statement that is declared effective with information omitted from the form of prospectus filed as part of such effective registration statement in reliance upon this Rule 430A need not contain information omitted pursuant to paragraph (a), in order to meet the requirements of Section 10 of the Securities Act (15 U.S.C. 77j) for the purpose of section 5(b)(l) (15 U.S.C. 77e(b)(1)) thereof. This provision shall not limit the information required to be contained in a form of prospectus meeting the requirements of section 10(a) of the Act for the purposes of section 5(b)(2) thereof or exception (a) of Section 2(10) (15 U.S.C. 77b(10)) thereof.
| (d) | This rule shall not apply to registration statements for securities to be offered by competitive bidding.
| (e) | In the case of a registration statement filed on Form N-1A (§239.15A and §274.11A of this chapter), Form N-2 (§239.14 and §274.11a-1 of this chapter), Form N-3 (§239.17a and §274.11b of this chapter), or Form N-4 (§239.17b and §274.11c of this chapter), the references to "form of prospectus" in paragraphs (a) and (b) of this section and the accompanying Note shall be deemed also to refer to the form of Statement of Additional Information filed as part of such a registration statement. NOTE: If information is omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, or effective post-effective amendment thereto, the registrant must ascertain promptly whether a form of prospectus transmitted for filing under Rule 424(b) or Rule 497(h) under the Securities Act actually was received for filing by the Commission and, in the event that it was not, promptly file such prospectus.
Summary Prospectuses Reg. §230.431.
| (a) | A summary prospectus prepared and filed (except a summary prospectus filed by an open-end management investment company registered under the Investment Company Act of 1940) as a part of a registration statement in accordance with this section shall be deemed to be a prospectus permitted under section 10(b) of the Act (15 U.S.C. 77j(b)) for the purpose of section 5(b)(1) (15 U.S.C. 77e(b)(1)) of the Act if the form used for registration of the securities to be offered provides for the use of a summary prospectus and the following conditions are met:
| (1) | (i) | The registrant is organized under the laws of the United States or any State or Territory or the District of Columbia and has its principal business operations in the United States or its territories; or
| (ii) | The registrant is a foreign private issuer eligible to use Form F-2 (§239.32 of this chapter);
| (2) | The registrant has a class of securities registered pursuant to section 12(b) of the Securities Exchange Act of 1934 or has a class of equity securities registered pursuant to section 12(g) of that Act or is required to file reports pursuant to section 15(d) of that Act;
| (3) | The registrant: (i) has been subject to the requirements of section 12 or 15(d) of the Securities Exchange Act of 1934 and has filed all the material required to be filed pursuant to sections 13, 14 or 15(d) of that Act for a period of at least thirty-six calendar months immediately preceding the filing of the registration statement; and (ii) has filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement and, if the registrant has used (during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement) Rule 12b-25(b) under the Securities Exchange Act of 1934 (§240.12b-25 of this chapter) with respect to a report or portion of a report, that report or portion thereof has actually been filed within the time period prescribed by that Rule; and
| (4) | Neither the registrant nor any of its consolidated or unconsolidated subsidiaries has, since the end of its last fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a report filed pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934: (i) failed to pay any dividend or sinking fund installment on preferred stock; or (ii) defaulted on any installment or installments on indebtedness for borrowed money, or on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.
| (b) | A summary prospectus shall contain the information specified in the instructions as to summary prospectuses in the form used for registration of the securities to be offered. Such prospectus may include any other information the substance of which is contained in the registration statement except as otherwise specifically provided in the instructions as to summary prospectuses in the form used for registration. It shall not include any information the substance of which is not contained in the registration statement except that a summary prospectus may contain any information specified in Rule 134(a) (§230.134(a)). No reference need be made to inapplicable terms and negative answers to any item of the form may be omitted.
| (c) | All information included in a summary prospectus, other than the statement required by paragraph (e) of this section, may be expressed in such condensed or summarized form as may be appropriate in the light of the circumstances under which the prospectus is to be used. The information need not follow the numerical sequence of the items of the form used for registration. Every summary prospectus shall be dated approximately as of the date of its first use.
| (d) | When used prior to the effective date of the registration statement, a summary prospectus shall be captioned a "Preliminary Summary Prospectus" and shall comply with the applicable requirements relating to a preliminary prospectus.
| (e) | A statement to the following effect shall be prominently set forth in conspicuous print at the beginning or at the end of every summary prospectus: "Copies of a more complete prospectus may be obtained from" (Insert name(s), address(es) and telephone number(s)). Copies of a summary prospectus filed with the Commission pursuant to paragraph (g) of this section may omit the names of persons from whom the complete prospectus may be obtained.
| (f) | Any summary prospectus published in a newspaper, magazine or other periodical need only be set in type at least as large as 7 point modern type. Nothing in this rule shall prevent the use of reprints of a summary prospectus published in a newspaper, magazine, or other periodical, if such reprints are clearly legible.
| (g) | Eight copies of every proposed summary prospectus shall be filed as a part of the registration statement, or as an amendment thereto, at least 5 days (exclusive of Saturdays, Sundays and holidays) prior to the use thereof, or prior to the release for publication by any newspaper, magazine or other person, whichever is earlier. The Commission may, however, in its discretion, authorize such use or publication prior to the expiration of the 5-day period upon a written request for such authorization. Within 7 days after the first use or publication thereof, 5 additional copies shall be filed in the exact form in which it was used or published.
Additional Information Required to be Included in Prospectuses Relating to Tender Offers Reg. §230.432.
Notwithstanding the provisions of any form for the registration of securities under the Act, any prospectus relating to securities to be offered in connection with a tender offer for, or a request or invitation for tenders of, securities subject to either §240.13e-4 or section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(d)) must include the information required by §240.13e-4(d)(1) or §240.14d-6(d)(1) of this chapter, as applicable, in all tender offers, requests or invitations that are published, sent or given to security holders. Notwithstanding the provisions of any form for the registration of securities under the Act, any prospectus relating to securities to be offered in connection with a tender offer for, or a request or invitation for tenders of, securities which is subject to section 14(d) of the Securities Exchange Act of 1934 shall include all of the information, not otherwise required to be included therein, required by Rule 14d-6(e)(1) (§240.14d-6(e)(1) of this chapter) to be included in all such tender offers, requests or invitations, published or sent or given to the holders of such securities.
Prospectus Delivery Requirements in Firm Commitment Underwritten Offerings of Securities for Cash. Reg. § 230.434.
| (a) | Where securities are offered for cash in a firm commitment underwritten offering or investment grade debt securities are offered for cash on an agency basis under a medium term note program, and such securities are neither asset-backed securities nor structured securities, and the conditions described in paragraph (b) or paragraph (c) of this section are satisfied, then:
| (1) | The prospectus subject to completion and the term sheet described in paragraph (b) of this section, taken together, and the prospectus subject to completion and the abbreviated term sheet described in paragraph (c) of this section, taken together, shall constitute prospectuses that meet the requirements of Section 10(a) of the Act (15 U.S.C. § 77j(a)) for purposes of Section 5(b)(2) of the Act (15 U.S.C. § 77e(b)(2)) and Section 2(10)(a) of the Act (15 U.S.C. § 77b(10)(a)); and
| (2) | The Section 10(a) prospectus described in paragraph (a)(1) of this section shall have:
| (i) | Been sent or given prior to or at the same time that a confirmation is sent or given for purposes of Section 2(10)(a) of the Act; and
| (ii) | Accompanied or preceded the transmission of the securities for purposes of sale or for delivery after sale for purposes of Section 5(b)(2) of the Act.
| (b) | With respect to offerings of securities that are registered on a form other than Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), and with respect to offerings of securities by only those investment companies registered under the Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.) that register their securities on Form N-2 (§ 274.11a-1 of this chapter) or Form S-6 (§ 239.16 of this chapter), the following conditions are satisfied:
| (1) | A prospectus subject to completion and any term sheet described in paragraph (b)(3) of this section, together or separately, are sent or given prior to or at the same time with the confirmation;
| (2) | Such prospectus subject to completion and term sheet, together, are not materially different from the prospectus in the registration statement at the time of its effectiveness or an effective post-effective amendment thereto (including, in both, instances, information deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430A(b) (§ 230.430A(b)); and
| (3) | A term sheet under this paragraph (b) shall set forth all information material to investors with respect to the offering that is not disclosed in the prospectus subject to completion or the confirmation.
| (c) | With respect to offerings of securities registered on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), the following conditions are satisfied:
| (1) | A prospectus subject to completion and the abbreviated term sheet described in paragraph (c)(3) of this section, together or separately, are sent or given prior to or at the same time with the confirmation;
| (2) | A form of prospectus that:
| (i) | Discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A (§ 230.430A), to the extent not set forth in the abbreviated term sheet (as described in paragraph (c)(3) of this section), shall be filed pursuant to Rule 424(b) (§ 230.424(b)) on or prior to the date on which a confirmation is sent or given; or
| (ii) | Discloses the public offering price, description of securities, to the extent not set forth in the abbreviated term sheet (as described in paragraph (c)(3) of this section), and specific method of distribution or similar matters shall be filed pursuant to Rule 424(b) (§ 230.424(b)) on or prior to the date on which a confirmation is sent or given; and
| (3) | The abbreviated term sheet under this paragraph (c) shall set forth, if not previously disclosed in the prospectus subject to completion or the registrant's Exchange Act filings incorporated by reference into the prospectus:
| (i) | The description of securities required by Item 202 of Regulation S-K (§ 229.202 of this chapter), or a fair and accurate summary thereof; and
| (ii) | All material changes to the registrant's affairs required to be disclosed pursuant to Item 11 of Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), as applicable.
| (d) | Except in the case of offerings pursuant to Rule 415(a)(1)(x), (§ 230.415(a)(1)(x), the information contained in any term sheet or abbreviated term sheet described under this section shall be deemed to be a part of the registration statement as of the time such registration statement was declared effective. In the case of offerings pursuant to Rule 415(a)(1)(x) (§ 230.415(a)(1)(x)), the information contained in any term sheet or abbreviated term sheet described under this section shall be deemed to be a part of the registration statement as of the time such information is filed with the Commission. Instruction: With respect to the obligation to file any form of prospectus, term sheet, or abbreviated term sheet used in reliance on this section, see Rule 424(b) (§ 230.424(b)) or Rule 497(h) (§ 230.497(h)).
| (e) | Any term sheet or abbreviated term sheet described under this section shall, in the top center of the cover page thereof, state that such document is a supplement to a prospectus and identify that prospectus by issuer name and date; clearly identify that such document is a term sheet or abbreviated term sheet used in reliance on Rule 434; set forth the approximate date of first use of such document; and clearly identify the documents that, when taken together, constitute the Section 10(a) prospectus.
| (f) | For purposes of this section, asset-backed securities shall mean asset-backed securities as defined in General Instruction I.B.5. of Form S-3 (§ 239.13 of this chapter).
| (g) | For purposes of this section, prospectus subject to completion shall mean any prospectus that is either a preliminary prospectus used in reliance on Rule 430 (§ 230.430), a prospectus omitting information in reliance upon Rule 430A (§ 230.430A), or a prospectus omitting information that is not yet known concerning a delayed offering pursuant to Rule 415(a)(i)(x) (§ 230.415(a)(1)(x)) that is contained in a registration statement at the time of effectiveness or as subsequently revised.
| (h) | For purposes of this section, structured securities shall mean securities whose cash flow characteristics depend upon one or more indices or that have imbedded forwards or options or securities where an investor's investment return and the issuer's payment obligations are contingent on, or highly sensitive to, changes in the value of underlying assets, indices, interest rates or cash flows.
| (i) | For purposes of this section, investment grade securities shall mean investment grade securities as defined in General Instruction I.B.2. of Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter).
| (j) | For the purposes of this section, a firm commitment underwritten offering shall include a firm commitment underwritten offering of securities by a closed-end company or by a unit investment trust registered under the Investment Company Act of 1940.
### WRITTEN CONSENTS

Consents Required in Special Cases Reg. §230.436.
| (a) | If any portion of the report or opinion of an expert or counsel is quoted or summarized as such in the registration statement or in a prospectus, the written consent of the expert or counsel shall be filed as an exhibit to the registration statement and shall expressly state that the expert or counsel consents to such quotation or summarization.
| (b) | If it is stated that any information contained in the registration statement has been reviewed or passed upon by any persons and that such information is set forth in the registration statement upon the authority of or in reliance upon such persons as experts, the written consents of such persons shall be filed as exhibits to the registration statement.
| (c) | Notwithstanding the provisions of paragraph (b) of this section, a report on unaudited interim financial information (as defined in paragraph (d) of this section) by an independent accountant who has conducted a review of such interim financial information shall not be considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act.
| (d) | The term "report on unaudited interim financial information" shall mean a report which consists of the following:
| (1) | A statement that the review of interim financial information was made in accordance with established professional standards for such reviews;
| (2) | An identification of the interim financial information reviewed;
| (3) | A description of the procedures for a review of interim financial information;
| (4) | A statement that a review of interim financial information is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is an expression of opinion regarding the financial statements taken as a whole, and, accordingly, no such opinion is expressed; and
| (5) | A statement about whether the accountant is aware of any material modifications that should be made to the accompanying financial information so that it conforms with generally accepted accounting principles.
| (e) | Where a counsel is named as having acted for the underwriters or selling security holders, no consent will be required by reason of his being named as having acted in such capacity.
| (f) | Where the opinion of one counsel relies upon the opinion of another counsel, the consent of the counsel whose prepared opinion is relied upon need not be furnished.
| (g) | (1) | Notwithstanding the provisions of paragraphs (a) and (b) of this section, the security rating assigned to a class of debt securities, a class of convertible debt securities, or a class of preferred stock by a nationally recognized statistical rating organization, or with respect to registration statement on Form F-9 (§ 239.39 of this chapter) by any other rating organization specified in the instruction to paragraph (a)(2) of General Instruction I of Form F-9, shall not be considered a part of a registration statement prepared or certified by a person within the meaning of sections 7 and 11 of the Act.
| (2) | For the purpose of paragraph (g)(1) of this section, the term "nationally recognized statistical rating organization" shall have the same meaning as used in Rule 15c3-1(c)(2)(vi)(F) (17 CFR 240.15c3-1(c)(2)(vi)(F)).
Application to Dispense with Consent Reg. §230.437.
An application to the Commission to dispense with any written consent of an expert pursuant to section 7 of the act shall be made by the registrant and shall be supported by an affidavit or affidavits establishing that the obtaining of such consent is impracticable or involves undue hardship on the registrant. Such application shall be filed and the consent of the Commission shall be obtained prior to the effective date of the registration statement.
Consents of Persons About to Become Directors Reg. §230.438.
If any person who has not signed the registration statement is named therein as about to become a director, the written consent of such person shall be filed with the registration statement. Any such consent, however, may be omitted if there is filed with the registration statement a statement by the registrant, supported by an affidavit or affidavits, setting forth the reasons for such omission and establishing that the obtaining of such consent is impracticable or involves undue hardship on the registrant.
Consent to Use of Material Incorporated by Reference Reg. §230.439.
| (a) | If the Act or the rules and regulations of the Commission require the filing of a written consent to the use of any material in connection with the registration statement, such consent shall be filed as an exhibit to the registration statement even though the material is incorporated therein by reference. Where the filing of a written consent is required with respect to material incorporated in the registration statement by reference, which is to be filed subsequent to the effective date of the registration statement, such consent shall be filed as an amendment to the registration statement no later than the date on which such material is filed with the Commission, unless express consent to incorporation by reference is contained in the material to be incorporated by reference.
| (b) | Notwithstanding paragraph (a) of this section, any required consent may be incorporated by reference into a registration statement filed pursuant to Rule 462(b) under the Act (§ 230.462(b)) from a previously filed registration statement relating to that offering, provided that, the consent contained in the previously filed registration statement expressly provides for such incorporation.
Reg. §230.445 through §230.447 [Reserved]
### FILINGS; FEES; EFFECTIVE DATE
Place of Filing Reg. §230.455.
All registration statements and other papers filed with the Commission shall be filed at its principal office, except for statements on Form SB-1 (§ 239.9 of this chapter) and Form SB-2 (§ 239.10 of this chapter). Registration statements on Form SB-1 or SB-2 may be filed with the Commission either at its principal office or at the Commission's regional or district offices as specified in General Instruction A to each of those forms, except that registration statements and post-effective amendments thereto on such forms that are filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.110(d)) shall be filed at the Commission's principal office. Such material may be filed by delivery to the Commission through the mails or otherwise; provided, however, that only registration statements and post-effective amendments thereto filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.110(d)) may be filed by means of facsimile transmission.
Date of Filing Reg. §230.456.
The date on which any papers are actually received by the Commission shall be the date of filing thereof, if all the requirements of the Act and the rules with respect to such filing have been complied with and the required fee paid. The failure to pay an insignificant amount of the required fee at the time of filing, as the result of a bona fide error, shall not be deemed to affect the date of filing.
Computation of Fee Reg. §230.457.
| (a) | If a filing fee based on a bona fide estimate of the maximum offering price, computed in accordance with this rule where applicable, has been paid, no additional filing fee shall be required as a result of changes in the proposed offering price. If the number of shares or other units of securities, or the principal amount of debt securities to be offered is increased by an amendment filed prior to the effective date of the registration statement, an additional filing fee, computed on the basis of the offering price of the additional securities, shall be paid. There will be no refund once the statement is filed.
| (b) | A required fee shall be reduced in an amount equal to any fee paid with respect to such transaction pursuant to sections 13(e) and 14(g) of the Securities Exchange Act of 1934 or any applicable provision of this section; the fee requirements under sections 13(e) and 14(g) shall be reduced in an amount equal to the fee paid the Commission with respect to a transaction under this section. No part of a filing fee is refundable.
| (c) | Where securities are to be offered at prices computed upon the basis of fluctuating market prices, the registration fee is to be calculated upon the basis of the price of securities of the same class, as follows: either the average of the high and low prices reported in the consolidated reporting system (for exchange traded securities and last sale reported over-the-counter securities) or the average of the bid and asked price (for other over-the-counter securities) as of a specified date within 5 business days prior to the date of filing the registration statement.
| (d) | Where securities are to be offered at varying prices based upon fluctuating values of underlying assets, the registration fee is to be calculated upon the basis of the market value of such assets as of a specified date within fifteen days prior to the date of filing, in accordance with the method to be used in calculating the daily offering price.
| (e) | Where securities are to be offered to existing security holders and the portion, if any, not taken by such security holders is to be reoffered to the general public, the registration fee is to be calculated upon the basis of the proposed offering price to such security holders or the proposed reoffering price to the general public, whichever is higher.
| (f) | Where securities are to be offered in exchange for other securities (except where such exchange results from the exercise of a conversion privilege) or in a reclassification or recapitalization which involves the substitution of a security for another security, a merger, a consolidation, or a similar plan of acquisition, the registration fee is to be calculated as follows:
| (1) | Upon the basis of the market value of the securities to be received by the registrant or canceled in the exchange or transaction as established by the price of securities of the same class, as determined in accordance with paragraph (c) of this section.
| (2) | If there is no market for the securities to be received by the registrant or canceled in the exchange or transaction, the book value of such securities computed as of the latest practicable date prior to the date of filing the registration statement shall be used, unless the issuer of such securities is in bankruptcy or receivership, or has an accumulated capital deficit, in which case one-third of the principal amount, par value or stated value of such securities shall be used.
| (3) | If any cash is to be received by the registrant in connection with the exchange or transaction, the amount thereof shall be added to the value of the securities to be received by the registrant or canceled as computed in accordance with (f)(1) or (2) of this section. If any cash is to be paid by the registrant in connection with the exchange or transaction, the amount thereof shall be deducted from the value of the securities to be received by the registrant in exchange as computed in accordance with (f)(1) or (2) of this section.
| (4) | Securities to be offered directly or indirectly for certificates of deposit shall be deemed to be offered for the securities represented by the certificates of deposit.
| (5) | If a filing fee is paid under this paragraph for the registration of an offering and the registration statement also covers the resale of such securities, no additional filing fee is required to be paid for the resale transaction.
| (g) | Where securities are to be offered pursuant to warrants or other rights to purchase such securities and the holders of such warrants or rights may be deemed to be underwriters, as defined in section 2(11) of the Act, with respect to the warrants or rights or the securities subject thereto, the registration fee is to be calculated upon the basis of the price at which the warrants or rights or securities subject thereto are to be offered to the public. If such offering price cannot be determined at the time of filing the registration statement, the registration fee is to be calculated upon the basis of the highest of the following: (1) the price at which the warrants or rights may be exercised, if known at the time of filing the registration statement; (2) the offering price of securities of the same class included in the registration statement; or (3) the price of securities of the same class, as determined in accordance with paragraph (c) of this section. If the fee is to be calculated upon the basis of the price at which the warrants or rights may be exercised and they are exercisable over a period of time at progressively higher prices, the fee shall be calculated on the basis of the highest price at which they may be exercised. If the warrants or rights are to be registered for distribution in the same registration statement as the securities to be offered pursuant thereto, no separate registration fee shall be required.
| (h) | (1) | Where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to the maximum number of the registrant's securities issuable under the plan that are covered by the registration statement. If the offering price is not known, the fee shall be computed upon the basis of the price of securities of the same class, as determined in accordance with paragraph (c) of this section. In the case of an employee stock option plan, the aggregate offering price and the fee shall be computed upon the basis of the price at which the options may be exercised, or, if such price is not known, upon the basis of the price of securities of the same class, as determined in accordance with paragraph (c) of this section. If there is no market for the securities to be offered, the book value of such securities computed as of the latest practicable date prior to the date of filing the registration statement shall be used.
| (2) | If the registration statement registers securities of the registrant and also registers interests in the plan constituting separate securities, no separate fee is required with respect to the plan interests.
| (3) | Where a registration statement includes securities to be offered pursuant to an employee benefit plan and covers the resale of the same securities, no additional filing fee shall be paid with respect to the securities to be offered for resale. A filing fee determined in accordance with paragraph (c) of this section shall be paid with respect to any additional securities to be offered for resale.
| (i) | Where convertible securities and the securities into which conversion is offered are registered at the same time, the registration fee is to be calculated on the basis of the proposed offering price of the convertible securities alone, except that if any additional consideration is to be received in connection with the exercise of the conversion privilege the maximum amount which may be received shall be added to the proposed offering price of the convertible securities.
| (j) | Where securities are sold prior to the registration thereof and are subsequently registered for the purpose of making an offer of rescission of such sale or sales, the registration fee is to be calculated on the basis of the amount at which such securities were sold, except that where securities repurchased pursuant to such offer of rescission are to be reoffered to the general public at a price in excess of such amount the registration fee is to be calculated on the basis of the proposed reoffering price.
| (k) | Notwithstanding the other provisions of this rule, the proposed maximum aggregate offering price of Depositary Shares evidenced by American Depositary Receipts shall, only for the purpose of calculating the registration fee, be computed upon the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such receipts.
| (l) | Notwithstanding the other provisions of this rule, the proposed maximum aggregate offering price of any put or call option which is traded on an exchange and registered by such exchange or a facility thereof or which is traded over the counter shall, for the purpose of calculating the registration fee, be computed upon the basis of the maximum aggregate fees or charges to be imposed by such registrant in connection with the issuance of such option.
| (m) | Notwithstanding the other provisions of this rule, where the securities to be registered include (1) any note, draft, bill of exchange, or bankers' acceptance which meets all the conditions of section 3(a)(3) hereof, and (2) any note, draft, bill of exchange or bankers' acceptance which has a maturity at the time of issuance of not exceeding nine months exclusive of days of grace, or any renewal thereof the maturity date of which is likewise limited, but which otherwise does not meet the conditions of section 3(a)(3), the registration fee shall be calculated by taking one-fiftieth of 1 per centum of the maximum principal amount of only those securities not meeting the conditions of section 3(a)(3).
| (n) | Where the securities to be offered are guarantees of other securities which are being registered concurrently, no separate fee for the guarantees shall be payable.
| (o) | Where an issuer is offering securities, the registration fee may be calculated on the basis of the maximum aggregate offering price of all the securities listed in the "Calculation of Registration Fee" Table. The number of shares or units of securities need not be included in the "Calculation of Registration Fee" Table. If the maximum aggregate offering price increases prior to the effective date of the registration statement, a pre-effective amendment must be filed to increase the maximum dollar value being registered and the additional filing fee shall be paid.
| (p) | Where all or a portion of the securities offered under a registration statement remain unsold after the offering's completion or termination, or withdrawal of the registration statement, the aggregate total dollar amount of the filing fee associated with those unsold securities (whether computed under §230.457(a) or (o)) may be offset against the total filing fee due for a subsequent registration statement or registration or registration statements. The subsequent registration statement(s) must be filed by the same registrant (including a successor within the meaning of §230.405), a majority-owned subsidiary of that registrant, or a parent that owns more than 50 percent of the registrant's outstanding voting securities. A note should be added to the "Calculation of Registration Fee" table in the subsequent registration statement(s) stating the dollar amount of the filing fee previously paid that is offset against the currently due filing fee, the file number of the earlier registration statement from which the filing fee is offset, and the name of the registrant and the initial filing date of that earlier registration statement.
| (q) | Notwithstanding any other provisions of this section, no filing fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by an affiliate of the registrant.
Calculation of Effective Date Reg. §230.459.
Saturdays, Sundays and holidays shall be counted in computing the effective date of registration statements under section 8(a) of the Act. In the case of statements which become effective on the twentieth day after filing, the twentieth day shall be deemed to begin at the expiration of nineteen periods of 24 hours each from 5:30 P.M. Eastern Standard Time or Eastern daylight-saving Time, whichever is in effect at the principal office of the Commission on the date of filing.
Distribution of Preliminary Prospectus Reg. §230.460.
| (a) | Pursuant to the statutory requirement that the Commission in ruling upon requests for acceleration of the effective date of a registration statement shall have due regard to the adequacy of the information respecting the issuer theretofore available to the public, the Commission may consider whether the persons making the offering have taken reasonable steps to make the information contained in the registration statement conveniently available to underwriters and dealers who it is reasonably anticipated will be invited to participate in the distribution of the security to be offered or sold.
| (b) | (1) | As a minimum, reasonable steps to make the information conveniently available would involve the distribution, to each underwriter and dealer who it is reasonably anticipated will be invited to participate in the distribution of the security, a reasonable time in advance of the anticipated effective date of the registration statement, of as many copies of the proposed form of preliminary prospectus permitted by Rule 430 (§230.430) as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
| (2) | In the case of a registration statement filed by a closed-end investment company on Form N-2 (§239.14 and §274.11a-1 of this chapter), reasonable steps to make information conveniently available would involve distribution of a sufficient number of copies of the Statement of Additional Information required by §230.430(b) as it appears to be reasonable to secure their adequate distribution either to each underwriter or dealer who it reasonably anticipated will be invited to participate in the distribution of the security, or to the underwriter, dealer or other source named on the cover page of the preliminary prospectus as being the person investors should contact in order to obtain the Statement of Additional Information.
| (c) | The granting of acceleration will not be conditioned upon
| (1) | The distribution of a preliminary prospectus in any state where such distribution would be illegal; or
| (2) | The distribution of a preliminary prospectus
| (i) | In the case of a registration statement relating solely to securities to be offered at competitive bidding, provided the undertaking in Item 512(d)(1) of Regulation S-K (§229.512(d)(2) of this chapter) is included in the registration statement and distribution of prospectuses pursuant to such undertaking is made prior to the publication or distribution of the invitation for bids, or
| (ii) | In the case of a registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust if any other security of the same class is currently being offered or sold, pursuant to an effective registration statement by the issuer or by or through an underwriter, or
| (iii) | In the case of an offering of subscription rights unless it is contemplated that the distribution will be made through dealers and the underwriters intend to make the offering during the stockholders' subscription period, in which case copies of the preliminary prospectus must be distributed to dealers prior to the effective date of the registration statement in the same fashion as is required in the case of other offerings through underwriters, or
| (iv) | In the case of a registration statement pertaining to a security to be offered pursuant to an exchange offer or transaction described in Rule 145 (§230.145).
Acceleration of Effective Date Reg. §230.461
| (a) | Requests for acceleration of the effective date of a registration statement shall be made by the registrant and the managing underwriters of the proposed issue, or, if there are no managing underwriters, by the principal underwriters of the proposed issue, and shall state the date upon which it is desired that the registration statement shall become effective. Such requests may be made in writing or orally, provided that, if an oral request is to be made, a letter indicating that fact and stating that the registrant and the managing or principal underwriters are aware of their obligations under the Act must accompany the registration statement (or a pre-effective amendment thereto) at the time of filing with the Commission. Written requests may be sent to the Commission by facsimile transmission. If, by reason of the expected arrangement in connection with the offering, it is to be requested that the registration statement shall become effective at a particular hour of the day, the Commission must be advised to that effect not later than the second business day before the day which it is desired that the registration statement shall become effective. A person's request for acceleration will be considered confirmation of such person's awareness of the person's obligations under the Act. Not later than the time of filing the last amendment prior to the effective date of the registration statement, the registrant shall inform the Commission as to whether or not the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the registrant, the underwriters and other broker dealers participating in the distribution, as described in the registration statement, have been reviewed to the extent required by the National Association of Securities Dealers, Inc. and such Association has issued a statement expressing no objections to the compensation and other arrangements.
| (b) | Having due regard to the adequacy of information respecting the registrant theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the registrant issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors, as provided in section 8(a) of the Act, it is the general policy of the Commission, upon request, as provided in paragraph (a) of this section, to permit acceleration of the effective date of the registration statement as soon as possible after the filing of appropriate amendments, if any. In determining the date on which a registration statement shall become effective, the following are included in the situations in which the Commission considers that the statutory standards of section 8(a) may not be met and may refuse to accelerate the effective date:
| (1) | Where there has not been a bona fide effort to make the prospectus reasonably concise, readable, and in compliance with the plain English requirements of Rule 421(d) of Regulation C (17 CFR 230.421(d)) in order to facilitate an understanding of the information in the prospectus.
| (2) | Where the form of preliminary prospectus, which has been distributed by the issuer or underwriter, is found to be inaccurate or inadequate in any material respect, until the Commission has received satisfactory assurance that appropriate correcting material has been sent to all underwriters and dealers who received such preliminary prospectus or prospectuses in quantity sufficient for their information and the information of others to whom the inaccurate or inadequate material was sent.
| (3) | Where the Commission is currently making an investigation of the issuer, a person controlling the issuer, or one of the underwriters, if any, of the securities to be offered, pursuant to any of the Acts administered by the Commission.
| (4) | Where one or more of the underwriters, although firmly committed to purchase securities covered by the registration statement, is subject to and does not meet the financial responsibility requirements of Rule 15c31 under the Securities Exchange Act of 1934 (§240.15c3-1 of this chapter). For the purposes of this paragraph underwriters will be deemed to be firmly committed even though the obligation to purchase is subject to the usual conditions as to receipt of opinions of counsel, accountants, etc., the accuracy of warranties or representations, the happening of calamities or the occurrence of other events the determination of which is not expressed to be in the sole or absolute discretion of the underwriters.
| (5) | Where there have been transactions in securities of the registrant by persons connected with or proposed to be connected with the offering which may have artificially affected or may artificially affect the market price of the security being offered.
| (6) | Where the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the registrant, the underwriters and other broker dealers participating in the distribution, as described in the registration statement, if required to be reviewed by the National Association of securities Dealers, Inc. (NASD), have been reviewed by the NASD and the NASD has not issued a statement expressing no objections to the compensation and other arrangements.
| (7) | Where, in the case of a significant secondary offering at the market, the registrant, selling security holders and underwriters have not taken sufficient measures to insure compliance with Regulation M (§242.100 through 242.105 of this chapter).
| (c) | Insurance against liabilities arising under the Act, whether the cost of insurance is borne by the registrant, the insured or some other person, will not be considered a bar to acceleration, unless the registrant is a registered investment company or a business development company and the cost of such insurance is borne by other than an insured officer or director of the registrant. In the case of such a registrant, the Commission may refuse to accelerate the effective date of the registration statement when the registrant is organized or administered pursuant to any instrument (including a contract for insurance against liabilities arising under the Act) that protects or purports to protect any director or officer of the company against any liability to the company or its security holders to which he or she 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 or her office.
Immediate Effectiveness of Certain Registration Statements and Post-Effective Amendments. Reg. §230.462
| (a) | A registration statement on Form S-8 (§239.16b of this chapter) and a registration statement on Form S-3 (§ 239.13 of this chapter) or on Form F-3 (§239.33 of this chapter) for a dividend or interest reinvestment plan shall become effective upon filing with the Commission.
| (b) | A registration statement and any post-effective amendment thereto shall become effective upon filing with the Commission if:
| (1) | The registration statement is for registering additional securities of the same class(es) as were included in an earlier registration statement for the same offering and declared effective by the Commission;
| (2) | The new registration statement is filed prior to the time confirmations are sent or given; and
| (3) | The new registration statement registers additional securities in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth for each class of securities in the "Calculation of Registration Fee" table contained in such earlier registration statement.
| (c) | If the prospectus contained in a post-effective amendment filed prior to the time confirmations are sent or given contains no substantive changes from or additions to the prospectus previously filed as part of the effective registration statement, other than price-related information omitted from the registration statement in reliance on Rule 430A of the Act (§ 230.430A), such post-effective amendment shall become effective upon filing with the Commission.
| (d) | A post-effective amendment filed solely to add exhibits to a registration statement shall become effective upon filing with the Commission.
Report of Offering of Securities and Use of Proceeds Therefrom Reg. §230.463
| (a) | Except as provided in this section, following the effective date of the first registration statement filed under the Act by an issuer, the issuer or successor issuer shall report the use of proceeds pursuant to Item 701 of Regulation S-B or S-K or Item 16(e) of Form 20-F, as applicable, on its first periodic report filed pursuant to Sections 13(a) and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act of 1934 after effectiveness, and thereafter on each of its subsequent periodic reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 through the later of disclosure of the application of all the offering proceeds or disclosure of the termination of the offering.
| (b) | A successor issuer shall comply with paragraph (a) of this section only if a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer.
| (c) | For purposes of this section:
| (1) | The term "offering proceeds" shall not include any amount(s) received for the account(s) of any selling security holder(s).
| (2) | The term "application" shall not include the temporary investment of proceeds by the issuer pending final application.
| (d) | This section shall not apply to any effective registration statement for securities to be issued:
| (1) | In a business combination described in Rule 145(a) (§230.145(a));
| (2) | By an issuer which pursuant to a business combination described in Rule 145(a) has succeeded to another issuer that prior to such business combination had a registration statement become effective under the Act and on the date of such business combination was not subject to paragraph (a) of this section;
| (3) | Pursuant to an employee benefit plan;
| (4) | Pursuant to a dividend or interest reinvestment plan;
| (5) | As American depository receipts for foreign securities;
| (6) | By any investment company registered under the Investment Company Act of 1940 and any issuer that has elected to be regulated as a business development company under sections 54 through 65 of the Investment Company Act of 1940 (15 U.S.C. 80a-53 through 80a-65); or
| (7) | By any public utility company or public utility holding company required to file reports with any State or Federal authority.
| (8) | In a merger in which a vote or consent of the security holders of the company being acquired is not required pursuant to applicable state law; or
| (9) | In an exchange offer for the securities of the issuer or another entity.
Effective Date of Post-Effective Amendments to Registration Statements Filed on Form S-8 and on Certain Forms S-3, S-4, F-2, and F-3 Reg. §230.464.
Provided. That, at the time of filing of each post-effective amendment with the Commission, the issuer continues to meet the requirements of filing on Form S-8 (§239.16b of this chapter); or on Form S-3, F-2 or F-3 (§§239.13, 239.32 or 239.33 of this chapter) for a registration statement relating to a dividend or interest reinvestment plan; or in the case of a registration statement on Form S-4 (§239.25 of this chapter) that there is continued compliance with General Instruction G of that Form:
| (a) | The post-effective amendment shall become effective upon filing with the Commission: and
| (b) | With respect to securities sold on or after the filing date pursuant to a prospectus which forms a part of a Form S-8 registration statement; or a Form S-3, F-2, or F-3 registration statement relating to a dividend or interest reinvestment plan; or a Form S-4 registration statement complying with General Instruction G of that Form and which has been amended to include or incorporate new full year financial statements or to comply with the provisions of section 10(a)(3) of the Act, the effective date of the registration statement shall be deemed to be the filing date of the post-effective amendment.
Effective Date of Certain Registration Statements on Form F-6 Reg. §230.466
| (a) | A depositary that previously has filed a registration statement on Form F-6 (§239.36 of this chapter) may designate a date and time for a registration statement (including post-effective amendments) on Form F-6 to become effective and such registration statement shall become effective in accordance with such designation if the following conditions are met:
| (1) | The depositary previously has filed a registration statement on Form F-6 (§239.36 of this chapter), which the Commission has declared effective, with identical terms of deposit, except for the number of foreign securities a Depositary Share represents, and the depositary so certifies; and
| (2) | The designation of the effective date and time is set forth on the facing-page of the registration statement, or in any pre-effective amendment thereto. A pre-effective amendment containing such a designation properly made shall be deemed to have been filed with the consent of the Commission.
| (b) | (1) | The Commission may, in the manner and under the circumstances set forth in paragraph (b)(2) of this section, suspend the ability of a depositary to designate the date and time of effectiveness of a registration statement, and such suspension shall remain in effect until the Commission furnishes written notice to the depositary that the suspension has been terminated. Any suspension, so long as it is in effect, shall apply to any registration statement that has been filed but has not, at the time of such suspension, become effective and to any registration statement the depositary files after such suspension. Any such suspension applies only to the ability to designate the date and time of effectiveness under paragraph (a) of this section and does not otherwise affect the registration statement.
| (2) | Any suspension under paragraph (b)(1) of this section becomes effective when the Commission furnishes written notice thereof to the depositary. The Commission may issue a suspension if it appears to the Commission:
| (i) | that any registration statement containing a designation under this section is incomplete or inaccurate in any material respect, whether or not such registration has become effective, or
| (ii) | that the depositary has not complied with any of the conditions of this section. The depositary may petition the Commission to review the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition.
Effectiveness of Registration Statements and Post-Effective Amendments Thereto Made on Forms F-7, F-8, F-9, F-19 and F-80 Reg. §230.467
| (a) | A registration statement on Form F-7, Form F-8 or Form F-80 (§239.37, §239.38 or §239.41 of this chapter), and any amendment thereto, shall become effective upon filing with the Commission. A registration statement on Form F-9 or Form F-10 (§239.39 or §239.40 of this chapter), and any amendment thereto, relating to an offering being made contemporaneously in the United States and Canada shall become effective upon filing with the Commission, unless designated as preliminary material on the Form.
| (b) | Where no contemporaneous offering is being made in Canada, a registrant filing on Form F-9 or Form F-10 may designate on the facing page of the registration statement, or any amendment thereto, a date and time for such filing to become effective that is not earlier than seven calendar days after the date of filing with the Commission, and such registration statement or amendment shall become effective in accordance with such designation; provided, however, that such registration statement or amendment may become effective prior to seven calendar days after the date of filing with the Commission if the securities regulatory authority in the review jurisdiction issues a receipt or notification of clearance with respect thereto before such time elapses, in which case the registration statement or amendment shall become effective by order of the Commission as soon as practicable after receipt of written notification by the Commission from the registrant or the applicable Canadian securities regulatory authority of the issuance of such receipt or notification of clearance.
### AMENDMENTS; WITHDRAWALS
Formal Requirements for Amendments. Reg. §230.470.
Except for telegraphic amendments filed pursuant to Rule 473 (§230.473), amendments to a registration statement shall be filed under cover of an appropriate facing sheet, shall be numbered consecutively in the order in which filed, and shall indicate on the facing sheet the applicable registration form on which the amendment is prepared and the file number of the registration statement.
Signatures to Amendments Reg. §230.471.
| (a) | Except as provided in Rule 447 (§230.447) and in Rule 478 (§230.478), every amendment to a registration statement shall be signed by the persons specified in section 6(a) of the Act. At least one copy of every amendment filed with the Commission shall be signed. Unsigned copies shall be conformed.
| (b) | Where the Act or the rules thereunder require a document filed with or furnished to the Commission to be signed, such document shall be manually signed, or signed using either typed signatures or duplicated or facsimile versions of manual signatures. Where typed, duplicated or facsimile signatures are used, each signatory to the filing shall manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing. Such document shall be executed before or at the time the filing is made and shall be retained by the registrant for a period of five years. Upon request, the registrant shall furnish to the Commission or its staff a copy of any or all documents retained pursuant to this section.
Filing of Amendments—Number of Copies Reg. §230.472.
| (a) | Except for telegraphic amendments filed pursuant to Rule 473 (§230.473), there shall be filed with the Commission three complete, unmarked copies of every amendment, including exhibits and all other papers and documents filed as part of the amendment, and eight additional copies of such amendment at least five of which shall be marked to indicate clearly and precisely, by underlining or in some other appropriate manner, the changes effected in the registration statement by the amendment. Where the amendment to the registration statement incorporates into the prospectus documents which are required to be delivered with the prospectus in lieu of prospectus presentation, the eight additional copies shall be accompanied by eight copies of such documents. No other exhibits are required to accompany such additional copies.
| (b) | Every amendment which relates to a prospectus shall include copies of the prospectus as amended. Each such copy of the amended prospectus shall be accompanied by a copy of the cross reference sheet required by Rule 481(a) (§230.481(a)), where applicable, if the amendment of the prospectus resulted in any change in the accuracy of the cross reference sheet previously filed. Notwithstanding the foregoing provisions of this paragraph, only copies of the changed pages of the prospectus, and the cross reference sheet if amended, need be included in an amendment filed pursuant to an undertaking referred to in Item 512(d) of Regulation S-K (§229.512(d) of this chapter).
| (c) | Every amendment of a financial statement which is not included in the prospectus shall include copies of the financial statement as amended. Every amendment relating to a certified financial statement shall include the consent of the certifying accountant to the use of his certificate in connection with the amended financial statement in the registration statement or prospectus and to being named as having certified such financial statement.
| (d) | Notwithstanding any other provision of this section, if a registration statement filed on Form S-8 (§239.16 of this chapter) is amended, there shall be filed with the Commission three complete, unmarked copies of every amendment, including exhibits and all other papers and documents filed as part of the amendment. Three additional, unmarked copies of such amendments shall be furnished to the Commission. No exhibits are required to accompany the additional copies of amendments to registration statements filed on Form S-8.
| (e) | Notwithstanding any other provision of this section, if a post-effective amendment is filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.110(d)), one copy of the complete post-effective amendment, including exhibits and all other papers and documents filed as a part thereof shall be filed with the Commission. Such copy should not be bound and may contain facsimile versions of manual signatures in accordance with Rule 402(e) (§ 230.402(e)).
Delaying Amendments Reg. §230.473.
| (a) | An amendment in the following form filed with a registration statement, or as an amendment to a registration statement which has not become effective, shall be deemed, for the purpose of section 8(a) of the Act, to be filed on such date or dates as may be necessary to delay the effective date of such registration statement (1) until the registrant shall file a further amendment which specifically states as provided in paragraph (b) of this section that such registration statement shall thereafter become effective in accordance with section 8(a) of the Act, or (2) until the registration statement shall become effective on such date as the Commission, acting pursuant to section 8(a), may determine: The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.
| (b) | An amendment which for the purpose of paragraph (a)(1) of this section specifically states that a registration statement shall thereafter become effective in accordance with section 8(a) of the Act, shall be in the following form: This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.
| (c) | An amendment pursuant to paragraph (a) of this section which is filed with a registration statement shall be set forth on the facing page thereof following the calculation of the registration fee. Any such amendment filed after the filing of the registration statement, any amendment altering the proposed date of public sale of the securities being registered, or any amendment filed pursuant to paragraph (b) of this section may be made by telegram, letter or facsimile transmission. Each such telegraphic amendment shall be confirmed in writing within a reasonable time by the filing of a signed copy of the amendment. Such confirmation shall not be deemed an amendment.
| (d) | No amendments pursuant to paragraph (a) of this section may be filed with a registration statement on Form F-7, F-8, or F-80 (§239.37, §239.38 or §239.41 of this chapter); on Form F-9 or F-10 (§239.39 or §239.40 of this chapter) relating to an offering being made contemporaneously in the United States and the registrant's home jurisdiction; on Form S-8 (§239.16b of this chapter); on Form S-3, F-2 or F-3 (§239.13, §239.32 or §239.33 of this chapter) relating to a dividend or interest reinvestment plan; or on Form S-4 (§239.25 of this chapter) complying with General Instruction G of that Form.
Date of Filing of Amendments Reg. §230.474.
The date on which amendments are actually received by the Commission shall be the date of filing thereof, if all of the requirements of the Act and the rules with respect to such filing have been complied with.
Amendment Filed with Consent of Commission Reg. §230.475.
An application for the Commission's consent to the filing of an amendment with the effect provided in section 8(a) of the Act may be filed before or after or concurrently with the filing of the amendment. The application shall be signed and shall state fully the grounds upon which it is made. The Commission's consent shall be deemed to have been given and the amendment shall be treated as a part of the registration statement only when the Commission shall after the filing of such amendment enter an order to that effect.
Certain Pre-Effective Amendments on Forms S-3, S-4, F-2, F-3 and F-4 Deemed Filed with the Consent of Commission Reg. §230.475a.
Amendments to a registration statement on Form F-2 (§239.32 of this chapter) relating to a dividend or interest reinvestment plan, or on Form S-4 (§239.25 of this chapter) complying with General Instruction G of that Form or on Form F-4 complying with General Instruction F of that Form, filed prior to the effectiveness of such registration statement shall, be deemed to have been filed with a consent of the Commission and shall accordingly be treated as part of the registration statement.
Amendment Filed Pursuant to Order of Commission Reg. §230.476.
An amendment filed prior to the effective date of a registration statement shall be deemed to have been filed pursuant to an order of the Commission within the meaning of section 8(a) of the Act so as to be treated as a part of the registration statement only when the Commission shall after the filing of such amendment enter an order declaring that it has been filed pursuant to the Commission's previous order.
Withdrawal of Registration Statement or Amendment Reg. §230.477
| (a) | Except as provided in paragraph (b) of this section, any registration statement or any amendment or exhibit thereto may be withdrawn upon application if the Commission, finding such withdrawal consistent with the public interest and the protection of investors, consents thereto.
| (b) | Any other application for withdrawal of an entire registration statement made before the effective date of the registration statement will be deemed granted at the time the application is filed with the Commission unless, within 15 calendar days after the registrant files the application, the Commission notifies the registrant that the application for withdrawal will not be granted.
| (c) | The registrant must sign any application for withdrawal and must state fully in it the grounds on which the registrant makes the application. The fee paid upon the filing of the registration statement will not be refunded to the registrant. The registrant must state in the application that no securities were sold in connection with the offering. If the registrant applies for withdrawal in anticipation of reliance on §230.155(c), the registrant must, without discussing any terms of the private offering, state in the application that the registrant may undertake a subsequent private offering in reliance on §230.155(c).
| (d) | Any withdrawn document will remain in the Commission's public files, as well as the related request for withdrawal.
Powers to Amend or Withdraw Registration Statement Reg. §230.478.
All persons signing a registration statement shall be deemed, in the absence of a statement to the contrary, to confer upon the registrant, and upon the agent for service named in the registration statement, the following powers:
| (a) | A power to amend the registration statement (1) by filing an amendment as provided in §230.473; (2) by filing any written consent; (3) by correcting typographical errors; (4) by reducing the amount of securities registered, pursuant to an undertaking contained in the registration statement.
| (b) | A power to make application pursuant to §230.475 for the Commission's consent to the filing of an amendment.
| (c) | A power to withdraw the registration statement or any amendment or exhibit thereto.
| (d) | A power to consent to the entry of an order under section 8(b) of the Act, waiving notice and hearing, such order being entered without prejudice to the right of the registrant thereafter to have the order vacated upon a showing to the Commission that the registration statement as amended is no longer incomplete or inaccurate on its face in any material respect.
Procedure with Respect to Abandoned Registration Statements and Post-Effective Amendments Reg. §230.479.
When a registration statement, or a post-effective amendment to such a statement, has been on file with the Commission for a period of nine months and has not become effective the Commission may, in its discretion, proceed in the following manner to determine whether such registration statement or amendment has been abandoned by the registrant. If the registration statement has been amended, otherwise than for the purpose of delaying the effective date thereof, or if the post-effective amendment has been amended, the nine month period shall be computed from the date of the latest such amendment.
| (a) | A notice will be sent to the registrant, and to the agent for service named in the registration statement, by registered or certified mail, return receipt requested, addressed to the most recent addresses for the registrant and the agent for service reflected in the registration statement. Such notice will inform the registrant and the agent for service that the registration statement or amendment is out of date and must be either amended to comply with the applicable requirements of the Act and the rules and regulations thereunder or be withdrawn within 30 days after the date of such notice.
| (b) | If the registrant or the agent for service fails to respond to such notice by filing a substantive amendment or withdrawing the registration statement and does not furnish a satisfactory explanation as to why it has not done so within such 30 days, the Commission may, where consistent with the public interest and the protection of investors, enter an order declaring the registration statement or amendment abandoned.
| (c) | When such an order is entered by the Commission the papers comprising the registration statement or amendment will not be removed from the files of the Commission but an order shall be included in the file for the registration statement in the following manner: "Declared abandoned by order dated ___________."
### INVESTMENT COMPANIES; BUSINESS DEVELOPMENT COMPANIES
NOTE: The rules which comprise this section of Regulation C (§§230.480 to 230.488 and §§230.495 to 230.498) apply only to investment companies and business development companies. Section 230.489 applies to certain entities excepted from the definition of investment company by rules under the Investment Company Act of 1940. The rules in the rest of Regulation C (§§230.400 to 230.479 and §§230.490 to 230.494), unless the context specifically indicates otherwise, also applicable to investment companies and business development companies. See §230.400.
Title of Securities Reg. §230.480.
If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, wherever the title of securities is required to be stated there shall be given such information as will indicate the type and general character of the securities, including the following:
| (a) | In the case of shares, the par or stated value, if any; the rate of dividends, if fixed, and whether cumulative or non-cumulative; a brief indication of the preference, if any; and, if convertible, a statement to that effect.
| (b) | In the case of funded debt, the rate of interest; the date of maturity, or, if the issue matures serially, a brief indication of the serial maturities, such as "maturing serially from 1950 to 1960"; if the payment of principal or interest is contingent, an appropriate indication of such contingency; a brief indication of the priority of the issue; and, if convertible, a statement to that effect.
| (c) | In the case of any other kind of security, appropriate information of comparable character.
Information Required in Prospectus Reg. § 230.481.
Disclose the following in registration statements prepared on a form available solely to investment companies registered under the Investment Company Act of 1940 or in registration statements filed under the Act for a company that has elected to be regulated as a business development company under Sections 55 through 65 of the Investment Company Act (15 U.S.C. 80a-54 - 80a-64):
| (a) | Facing Page. Indicate the approximate date of the proposed sale of the securities to the public.
| (b) | Outside Front Cover Page. If applicable, include the following in plain English as required by 230.421(d):
| (1) | Commission Legend. Provide a legend that indicates that the Securities and Exchange Commission has not approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosure in the prospectus and that any contrary representation is a criminal offense. The legend may be in one of the following or other clear and concise language: Example A: The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Example B: The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| (2) | "Subject to Completion" Legend.
| (i) | If a prospectus or Statement of Additional Information will be used before the effective date of the registration statement, include on the outside front cover page of the prospectus or Statement of Additional Information, a prominent statement that:
| (A) | The information in the prospectus or Statement of Additional Information will be amended or completed;
| (B) | A registration statement relating to these securities has been filed with the Securities and Exchange Commission;
| (C) | The securities may not be sold until the registration statement becomes effective; and
| (D) | In a prospectus, that the prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where offers or sales are not permitted, or in a Statement of Additional Information, that the Statement of Additional Information is not a prospectus.
| (ii) | The legend may be in the following language or other clear and understandable language: The information in this prospectus (or Statement of Additional Information) is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus (or Statement of Additional Information) is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
| (iii) | In the case of a prospectus that omits pricing information under 230.430A, provide the information and legend in paragraph (b)(2) of this section if the prospectus or Statement of Additional Information is used before the initial public offering price is determined.
| (c) | Table of Contents. Include on either the outside front, inside front, or outside back cover page of the prospectus, a reasonably detailed table of contents. It must show the page number of the various sections or subdivisions of the prospectus. Include this table of contents immediately following the cover page in any prospectus delivered electronically.
| (d) | Stabilization and Other Transactions.
| (1) | Indicate on the front cover page of the prospectus if the underwriter has any arrangement with the issuer, such as an over-allotment option, under which the underwriter may purchase additional shares in connection with the offering, and state the amount of additional shares the underwriter may purchase under the arrangement. Provide disclosure in the prospectus that briefly describes any transaction that the underwriter intends to conduct during the offering that stabilizes, maintains, or otherwise affects the market price of the offered securities. Include information on stabilizing transactions, syndicate short covering transactions, penalty bids, or any other transactions that affect the offered security's price. Describe the nature of the transactions clearly and explain how the transactions affect the offered security's price. Identify the exchange or other market on which these transactions may occur. If true, disclose that the underwriter may discontinue these transactions at any time;
| (2) | If the stabilizing began before the effective date of the registration statement, disclose in the prospectus the amount of securities bought, the prices at which they were bought and the period within which they were bought. In the event that 230.430A of this chapter is used, the prospectus filed under 230.497(h) or included in a post-effective amendment must contain information on the stabilizing transactions that took place before the determination of the public offering price shown in the prospectus; and
| (3) | If you are making a warrant or rights offering of securities to existing security holders and the securities not purchased by existing security holders are to be reoffered to the public, disclose in the prospectus used in connection with the reoffering:
| (i) | The amount of securities bought in stabilization activities during the offering period and the price or range of prices at which the securities were bought;
| (ii) | The amount of the offered securities subscribed for during the offering period;
| (iii) | The amount of the offered securities subscribed for by the underwriters during the offering period;
| (iv) | The amount of the offered securities sold during the offering period by the underwriters and the price or range of prices at which the securities were sold; and
| (v) | The amount of the offered securities to be reoffered to the public and the public offering price.
| (e) | Dealer Prospectus Delivery Obligations. On the outside back cover page of the prospectus, advise dealers of their prospectus delivery obligation, including the expiration date specified by Section 4(3) of the Act (15 U.S.C. 77d(3)) and 230.174. If the expiration date is not known on the effective date of the registration statement, include the expiration date in the copy of the prospectus filed under 230.497. This information need not be included if dealers are not required to deliver a prospectus under 230.174 or Section 24(d) of the Investment Company Act of 1940 (15 U.S.C. 80a-24). Use the following or other clear, plain language: Dealer Prospectus Delivery Obligation Until (insert date), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
| (f) | Electronic Distribution. Where a prospectus is distributed through an electronic medium, issuers may satisfy legibility requirements applicable to printed documents, such as paper size, type size and font, bold-face type, italics and red ink, by presenting all required information in a format readily communicated to investors, and where indicated, in a manner reasonably calculated to draw investor attention to specific information.
Advertising by an Investment Company as Satisfying Requirements of Section 10 Reg. §230.482
| (a) | An advertisement or other sales material that is not a prospectus, or an advertisement or sales material excluded from the definition of prospectus by section 2(10) of the Act (15 U.S.C. 77b(10)) and related § 230.134, will be deemed to be a prospectus under section 10(b) of the Act (15 U.S.C. 77j(b)) for the purpose of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), if:
| (1) | It is with respect to an investment company registered under the Investment Company Act of 1940 ("1940 Act"), or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act,
| (2) | It contains only information the substance of which is included in the section 10(a) prospectus,
| (3) | It includes a conspicuous statement that:
| (i) | Identifies a source from which an investor may obtain a prospectus containing more complete information about the investment company, which should be read carefully before investing; or
| (ii) | If used with a profile under § 230.498 ("Profile"), indicates that information is available in the Profile about the investment company, the procedures for investing in the investment company, and the availability of the investment company’s prospectus.
| NOTE to paragraph (a)(3). - The fact that the statements included in the advertisement are included in the section 10(a) prospectus does not relieve the issuer, underwriter, or dealer of the obligation to ensure that the advertisement is not false or misleading.
| (4) | It contains the statement required by Rule 481(b)(2) under the Securities Act (§230.481(b)(2) of this chapter) when used prior to effectiveness of the company's registration statement or, in the case of a registration statement that becomes effective omitting certain information from the prospectus contained in the registration statement in reliance upon Rule 430A under the Securities Act (§230.430A of this chapter), when used prior to the determination of the public offering price,
| (5) | It does not contain and is not accompanied by any application by which a prospective investor may invest in the investment company, except that:
| (i) | A prospectus meeting the requirements of section 10(a) of the Act (15 U.S.C. 77j(a)) by which a unit investment trust offers periodic payment plan certificates may contain a contract application although the prospectus includes another prospectus that, pursuant to this section, omits certain information required by section 10(a) of the Act, regarding investment companies in which the unit investment trusts invests; and
| (ii) | It may be used with a Profile that includes, or is accompanied by, an application to purchase shares of the investment company as permitted under § 230.498.
| (6) | In the case of an advertisement containing performance data of an open-end management investment company or a separate account registered under the 1940 Act as a unit investment trust offering variable annuity contracts ("trust account"), it includes a legend disclosing that the performance data quoted represents past performance and that the investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost; Provided, however, That an advertisement may omit legend disclosure pertaining to the fluctuation of the principal value of an investment in a money market fund. In addition, if a sales load or any other nonrecurring fee is charged, the advertisement must disclose the maximum amount of the load or fee; if the sales load or fee is not reflected, the advertisement must also disclose that the performance data does not reflect its deduction, and that, if reflected, the load or fees would reduce the performance quoted, and Note to paragraph (a)(6): All advertisements made pursuant to this rule are subject to Rule 420 [17 CFR 230.420].
| (7) | (i) | In the case of an investment company that holds itself out to be a money market fund, it includes the following statement: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
| (ii) | A money market fund that does not hold itself out as maintaining a stable net asset value may omit the second sentence of the statement in (a)(7)(i) of this section.
| (b) | An advertisement made pursuant to paragraph (a) of this section need not contain the statement required by Rule 481(b)(1) (§230.481(b)(1)).
| (c) | An advertisement made pursuant to paragraph (a) of this section need not be filed as part of the registration statement filed under the Act. NOTE: These advertisements, unless filed with the NASD, are required to be filed in accordance with the requirements of Rule 497 (17 CFR 230.497).
| (d) | In the case of a money market fund:
| (1) | Any quotation of the money market fund's yield in an advertisement shall be based on the methods of computation prescribed in Form N-1A (§§239.15A and 274.11A of this chapter), Form N-3 (§§239.17a and 274.11b of this chapter), or Form N-4 (§§239.17b and 274.11c of this chapter) and may include:
| (i) | A quotation of current yield that identifies the length of and the date of the last day in the base period used in computing that quotation; or
| (ii) | A quotation of effective yield if it appears in the same advertisement as a quotation of current yield and each quotation relates to an identical base period and is presented with equal prominence; or
| (iii) | A quotation or quotations of tax equivalent yield or tax equivalent effective yield if it appears in the same advertisement as a quotation of current yield and each quotation relates to the same base period as the quotation of current yield, is presented with equal prominence, and states the income tax rate used in the calculation.
| (2) | Accompany any quotation of the money market fund's total return in an advertisement with a quotation of the money market fund's current yield under paragraph (d)(1)(i) of this section. Place the quotations of total return and current yield next to each other, in the same size print, and if there is a material difference between the quoted total return and the quoted current yield, include a statement that the yield quotation more closely reflects the current earnings of the money market fund than the total return quotation.
| (e) | In the case of an open-end management investment company or a trust account (other than a money market fund referred to in paragraph (d) of this section), any quotation of the company's performance contained in an advertisement shall be limited to quotations of:
| (1) | A current yield that—
| (i) | Is based on the methods of computation prescribed in Form N-1A, N-3, or N-4;
| (ii) | Is accompanied by quotations of total return as provided for in paragraph (e)(3) of this section;
| (iii) | Is set out in no greater prominence than the required quotations of total return; and
| (iv) | Identifies the length of and the date of the last day in the base period used in computing the quotation.
| (2) | A tax equivalent yield that—
| (i) | Is based on the methods of computation prescribed in Form N-1A, N-3, or N-4;
| (ii) | Is accompanied by quotations of yield as provided for in paragraph (e)(1) of this section and total return as provided for in paragraph (e)(3) of this section;
| (iii) | Is set out in no greater prominence than the required quotations of yield and total return;
| (iv) | Relates to the same base period as the required quotation of yield; and
| (v) | Identifies the length of and the date of the last day in the base period used in computing the quotation.
| (3) | Average annual total return for one, five, and ten year periods; provided, that if the company's registration statement under the Securities Act of 1933 (15 U.S.C. 77A et seq.) has been in effect for less than one, five, or ten years, the time period during which the registration statement was in effect is substituted for the period(s) otherwise prescribed; and provided further, that such quotations—
| (i) | Are based on the methods of computation prescribed in Form N-1A, N-3, or N-4;
| (ii) | Are current to the most recent calendar quarter ended prior to the submission of the advertisement for publication;
| (iii) | Are set out with equal prominence; and
| (iv) | Identify the length of and the last day of the one, five, and ten year periods; and
| (4) | Any other historical measure of company performance (not subject to any prescribed method of computation) if such measurement—
| (i) | Reflects all elements of return;
| (ii) | Is accompanied by quotations of total return as provided for in paragraph (e)(3) of this section;
| (iii) | Is set out in no greater prominence than the required quotations of total return; and
| (iv) | Identifies the length of and the last day of the period for which performance is measured.
| (f) | All performance data contained in any advertisement must be as of the most recent practicable date considering the type of investment company and the media through which the data will be conveyed; Provided, however, That any advertisement containing total return quotations shall be considered to have complied with this provision if the total return quotations are current to the most recent calendar quarter ended prior to the submission of the advertisement for publication.
Exhibits for Certain Registration Statements, Financial Data Schedule Reg. §230.483.
If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, the following provisions apply:
| (a) | Such registration statement shall contain an exhibit index, which should immediately precede the exhibits filed with such registration statement. The exhibit index shall indicate by handwritten, typed, printed or other legible form of notation in the manually signed original registration statement the page number in the sequential numbering system where such exhibit can be found. Where exhibits are incorporated by reference, this fact shall be noted in the exhibit index referred to in the preceding sentence. Further, the first page of the manually signed registration statement shall list the page in the filing where the exhibit index is located.
| (b) | If any name is signed to the registration statement pursuant to a power of attorney, copies of such powers of attorney shall be filed as an exhibit to the registration statement. In addition, if the name of any officer signing on behalf of the registrant, or attesting the registrant's seal, is signed pursuant to a power of attorney, certified copies of a resolution of the registrant's board of directors authorizing such signature shall also be filed as an exhibit to the registration statement. A power of attorney that is filed with the Commission shall relate to a specific filing, an amendment thereto, or a related registration statement that is to be effective upon filing pursuant to Rule 462(b) (§ 230.462(b)) under the Act.
| (c) | (1) | All written consents are required to be filed as an exhibit to the registration statement, together with a list thereof. Such consents shall be dated and manually signed. Where the consent of an expert or counsel is contained in his report or opinion, a reference shall be made in the list to the report or opinion containing the consent.
| (2) | In a registration statement filed pursuant to Rule 462(b) (§ 230.462(b)) by a closed-end company, any required consent may be incorporated by reference into the registration statement from a previously filed registration statement related to the offering, provided that the consent contained in the previously filed registration statement expressly provides for such incorporation. Any consent filed in a Rule 462(b) (§ 230.462(b)) registration statement may contain duplicated or facsimile versions of required signatures, and such signatures shall be considered manually filed for the purposes of the Act and the rules thereunder.
| (d) | The registrant:
| (1) | May file such exhibits as it may desire in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer;
| (2) | In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require filing of copies of any documents so omitted; and
| (3) | If an exhibit to a registration statement (other than an opinion or consent), filed in preliminary form, has been changed only (i) to insert information as to interest, dividend or conversion rates, redemption or conversion prices, purchase or offering prices, underwriters' or dealers' commission, names, addresses or participation of underwriters or similar matters, which information appears elsewhere in an amendment to the registration statement, or (ii) to correct typographical errors, insert signatures or make other similar immaterial changes, then, notwithstanding any contrary requirement of any rule or form, need not refile such exhibit as so amended; provided the registrant states in the amendment to the registration statement the basis provided by this rule for not refiling such exhibit. Any such incomplete exhibit may not, however, be incorporated by reference in any subsequent filing under any Act administered by the Commission.
| (e) | Financial Data Schedule.
| (1) | General.
| (i) | A Financial Data Schedule ("Schedule") shall be filed only by an electronic filer and shall set forth the financial information specified in the applicable table in paragraph (e)(4) of this section. Where required by the applicable form, an electronic filer that is a registered investment company or a business development company shall file a Schedule as an exhibit to the form in accordance with the following instructions. The Schedule shall be prepared in the format prescribed in the EDGAR Filer Manual.
| (ii) | The amounts reflected in the Schedule shall correspond to amounts reflected in the registrant's financial statements or notes thereto, financial schedules, registration statements, or reports (collectively, "source documents"). Amounts aggregated or combined in the financial statements should be shown as separate line items as indicated in paragraph (e)(4) of this section.
| (iii) | The Schedule shall be submitted as an exhibit to the filing(s) to which it relates but shall not be deemed to be filed for purposes of Section 11 of the Securities Act (15 U.S.C. 77k), Section 18 of the Exchange Act (15 U.S.C. 78r), Section 323 of the Trust Indenture Act (15 U.S.C. 77www), or Section 34(b) of the Investment Company Act (15 U.S.C. 80a-33(b)) or otherwise be subject to the liabilities of such sections, nor will it be deemed a part of any registration statement to which it relates. It shall, however, be subject to all other liability and antifraud provisions of the aforementioned Acts. See rule 402 of Regulation S-T (§232.402 of this chapter). A registrant that accurately extracts the Schedule information from the source document in which it appears shall not be liable, under the Securities Act, the Exchange Act, or the Investment Company Act, for such extracted information, Provided that the extracted data were not materially false or misleading in the underlying source document.
| (iv) | Where a registrant has taken advantage of a temporary hardship exemption with regard to a document that is required to be included in a Financial Data Schedule, the Financial Data Schedule shall not be included with the paper filing, but shall be included with the confirming electronic copy required by rule 201 of Regulation S-T (§232.201 of this chapter). Note 1 to paragraph (e)(1)(iv): A registrant's failure to furnish a Schedule under this paragraph will not prevent acceptance of the filing for which the Schedule is required. However, because the Schedule may be used by the Commission staff in its review of the filing, processing of the filing may be delayed pending filing of the Schedule. Note 2 to paragraph (e)(1)(iv): Paper copies of the Financial Data Schedule are not required to be furnished with the paper copy sent to the Commission's Operations Center in Alexandria, Virginia pursuant to Rule 902(g) of Regulation S-T (§232.902(g) of this chapter), or with the paper copies of filings required by the Commission rules to be furnished to the national securities exchange or national securities association upon which the registrant's securities are listed. Similarly, no paper copy of a Financial Data Schedule is required with filings made in paper pursuant to a hardship exemption; however, any required electronic confirming copy of such filing should be accompanied by a Financial Data Schedule, where required by the applicable form.
| (2) | Special Provisions.
| (i) | A Schedule reflecting pro forma financial information shall not be filed.
| (ii) | A registered investment company or business development company filing on a form not unique to investment companies shall prepare its Schedule in accordance with Item 601(c) of Regulation S-K (§229.601(c) of this chapter).
| (3) | Format and Presentation of Schedule.
| (i) | At the option of the registrant, the following legend may be inserted at the beginning of any Financial Data Schedule submitted to the Commission, in the manner prescribed by the EDGAR Filer Manual: THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM [IDENTIFY SOURCE DOCUMENT(S)] AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH [SOURCE DOCUMENT(S)].
| (ii) | Amounts or items set forth in a Schedule may be qualified by cross referencing a specific footnote to the Schedule or the registrant's financial statements or other source document from which such amount or item was taken. (See the EDGAR Filer Manual for instructions on qualifying cross references.)
| (iii) | Except as otherwise provided in the EDGAR Filer Manual, a response is required for each item called for in the schedule. If information required by the applicable schedule is not included in the underlying financial data because it is either immaterial or inapplicable to the registrant, the registrant shall use the value "0" (zero) in response to that item.
| (4) | Contents of Financial Data Schedule. The Schedule shall set forth the financial information and other data specified below that are applicable to the registrant.
Article 6 of Regulation S-X
Item Number | Item Description

6-03- | Investments — costs
6-04-4 | Investments
6-04-6 | Receivables
6-04-8 | Other assets
-- | Balancing amount to total assets
6-04-9 | Total assets
6-04- | Accounts payable for securities
6-04-13 | Senior long-term debt
-- | Balancing amount to total liabilities
6-04-14 | Total liabilities
6-04-16 | Senior equity securities
6-04-16 | Paid-in-capital — common shareholders
6-04-16 | Number of shares or units — current period
6-04-16 | Number of shares or units — prior period
6-04-17(a) | Accumulated income undistributed net investment income (current year)
-- | Over distribution of net investment income
6-04-17(b) | Accumulated undistributed net realized gains (looses)
-- | Over distribution of realized gains
6-04-17(c) | Accumulated net unrealized appreciation (depreciation)
6-04-19 | Net assets
6-07-1(a) | Dividend income
6-07-1(b) | Interest income
6-07-1(c) | Other income
6-07-2 | Expenses — net
6-07-6 | Net investment income (loss)
6-07-7(a) | Realized gains (losses) on investments
6-07-7(d) | Net increase (decrease) in appreciation (depreciation)
6-07-9 | Net increase (decrease) in net assets resulting from operations
6-09-2 | Net equalization charges and credits
6-09-3(a) | Distributions from net investment income
6-09-3(b) | Distributions from realized gains
6-09-3(c) | Distributions from other sources
6-09-4(b) | Number of shares sold
6-09-4(b) | Number of shares redeemed
6-09-4(b) | Number of shares issued — reinvestment
6-09-5 | Total increase (decrease)
6-09-7 | Accumulated net investment income (prior year)
6-04-17(b) | Accumulated net gains (prior year)
-- | Over distribution of net investment income (prior year)
-- | Over distribution of net realized gains (prior year)
Form N-SAR
Item Number | Item Description
72F | Gross advisory fees
72P | Interest Expense
72X | Total expenses (gross)
75 | Average net assets
Form N-1A
Item Number | Item Description
9 | Net asset value per share — beginning of period
9 | Net investment income (loss) per share
9 | Net realized and unrealized gain (loss) per share
9 | Dividends per share from net investment income
9 | Distributions per share from realized gains
9 | Per share returns of capital and distributions from other sources
9 | Net asset value per share — end of period
9 | Ratio of expenses to average net assets
9 | Average debt outstanding during period
9 | Average debt outstanding per share
Undertaking Required in Certain Registration Statements Reg. §230.484.
If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, if
| (a) | Any acceleration is requested of the effective date of the registration statement pursuant to Rule 461 (§230.461), and
| (b) | (1) | Any provision or arrangement exists whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under the Act, or
| (2) | The underwriting agreement contains provisions by which indemnification against such liabilities is given by the registrant to the underwriter or controlling persons of the underwriter and the director, officer or controlling person of the registrant is such an underwriter or controlling person thereof or a member of any firm which is an underwriter, and
| (3) | The benefits of such indemnification are not waived by such persons; the registration statement shall include a brief description of the indemnification provisions and an undertaking in substantially the following form: 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 (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 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.
Effective Date of Post-Effective Amendments Filed by Certain Registered Investment Companies Reg. §230.485
| (a) | Automatic Effectiveness.
| (1) | Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open-end management investment company or unit investment trust, or separate account as defined in section 2(a)(37) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(37)) shall become effective on the sixtieth day after the filing thereof, or a later date designated by the registrant on the facing sheet of the amendment, which date shall not be later than eighty days after the date on which the amendment is filed.
| (2) | A post-effective amendment filed by a registered open-end management investment company for the purpose of adding a series shall become effective on the seventy-fifth day after the filing thereof or a later date designated by the registrant on the facing sheet of the amendment, which date shall be no later than ninety-five days after the date on which the amendment is filed.
| (3) | The Commission, having due regard to the public interest and the protection of investors, may declare an amendment filed under this paragraph (a) effective on an earlier date.
| (b) | Immediate Effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open-end management investment company or unit investment trust, or separate account as defined in section 2(a)(37) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(37)) shall become effective on the date upon which it is filed with the Commission, or a later date designated by the registrant on the facing sheet of the amendment which date shall be not later than thirty days after the date on which the amendment is filed, except that a post-effective amendment including a designation of a new effective date pursuant to paragraph (b)(1)(iii) of this section shall become effective on the new effective date designated therein, Provided, that the following conditions are met:
| (1) | It is filed for no purpose other than one or more of the following:
| (i) | Bringing the financial statements up to date pursuant to section 10(a)(3) of the Securities Act of 1933 (15 U.S.C. 77j(a)(3)) or Rules 3-12 or 3-18 of Regulation S-X (17 CFR 210.3-12 and 210.3-18);
| (ii) | Complying with an undertaking to file an amendment containing financial statements, which may be unaudited, within four to six months after the effective date of the registrant's registration statement under the Securities Act of 1933 (15 U.S.C. 77a et seq.).
| (iii) | Designating a new effective date for a previously filed post-effective amendment pursuant to paragraph (a) of this section, which has not yet become effective, Provided, that the new effective date shall be no earlier than the effective date designated in the previously filed amendment under paragraph (a) of this section and no later than thirty days after that date.
| (iv) | Disclosing or updating the information required by Items 5 or 6(a)(2) of Form N-1A (17 CFR 239.15A and 274.11A);
| (v) | Making any non-material changes which the registrant deems appropriate.
| (vi) | In the case of a separate account registered as a unit investment trust, to make changes in the disclosure in the unit investment trust's registration statement to reflect changes in the disclosure in the registration statement of the investment company in which the unit investment trust invests all of its assets; and
| (vii) | Any other purpose which the Commission shall approve.
| (2) | The registrant represents that the amendment is filed solely for one or more of the purposes specified in paragraph (b)(1) of this section and that no material event requiring disclosure in the prospectus, other than one listed in paragraph (b)(1) of this section or one for which the Commission has approved a filing under paragraph (b)(1)(vii) of this section, has occurred since the latest of the following three dates:
| (i) | the effective date of the registrant's registration statement;
| (ii) | the effective date of its most recent post-effective amendment to its registration statement which included a prospectus; or
| (iii) | the filing date of a post-effective date filed under paragraph (a) of this section which has not become effective.
| (3) | The amendment recites on its facing sheet that the registrant proposes that the amendment will become effective under paragraph (b) of this section.
| (4) | The representations of the registrant referred to in paragraph (b)(2) of this section shall be made by certification on the signature page of the post-effective amendment filed under paragraph (b) of this section. If counsel prepared or reviewed the post-effective amendment filed under paragraph (b) of this section, counsel shall furnish to the Commission at the time the amendment is filed a written representation that the amendment does not contain disclosures that would render it ineligible to become effective under paragraph (b) of this section.
| (c) | Incomplete or Inaccurate Amendments; Suspensions of Use of Paragraph (b).
| (1) | No amendment shall become effective under paragraph (a) of this section if, prior to the effective date of such amendment, it should appear to the Commission that the amendment may be incomplete or inaccurate in any material respect, and the Commission furnishes to the registrant written notice that the effective date of the amendment is to be suspended. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition. If the Commission has suspended the effective date of an amendment, the amendment shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.
| (2) | The Commission may in the manner and under the circumstances set forth in this paragraph (c)(2), suspend the ability of registrant to file a post-effective amendment under paragraph (b) of this section. The notice of such suspension shall be in writing and shall specify the period for which such suspension shall remain in effect. The Commission may issue a suspension if it appears to the Commission that a registrant which files a post-effective amendment under paragraph (b) of this section has not complied with the conditions of that paragraph. Any suspension under this paragraph (c)(2) shall become effective at such time as the Commission furnishes written notice thereof to the registrant. Any such suspension, so long as it is in effect, shall apply to any post-effective amendment that has been filed but has not, at the time of suspension, become effective, and to any post-effective amendment that may be filed after the suspension. Any suspension shall apply only to the ability to file a post-effective amendment pursuant to paragraph (b) of this section and shall not otherwise affect any post-effective amendment. Following this action by the Commission the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for a hearing is included in the petition.
| (d) | Subsequent Amendments
| (1) | Except as provided in paragraph (d)(2) of this section, a post-effective amendment that includes a prospectus shall not become effective pursuant to paragraph (a) of this section if a subsequent post-effective amendment relating to such prospectus is filed before such amendment becomes effective.
| (2) | A post-effective amendment which includes a prospectus shall become effective under paragraph (a) of this section notwithstanding the filing of a subsequent post-effective amendment relating to such prospectus, Provided, that the following conditions are met:
| (i) | the subsequent amendment is filed under paragraph (b) of this section; and
| (ii) | the subsequent amendment designates as its effective date either:
| (A) | the date on which the prior post-effective amendment was to become effective under paragraph (a) of this section; or
| (B) | a new effective date designated under paragraph (b)(1)(iii) of this section.
| In which case the prior post-effective amendment filed under paragraph (a) of this section and any prior post-effective amendment filed under paragraph (b) of this section shall also become effective on the new effective date designated under paragraph (b)(1)(iii) of this section.
| (3) | Notwithstanding paragraph (d)(1) and (d)(2) of this section, if another post-effective amendment relating to the same prospectus is filed under paragraph (a) of this section before the prior amendments filed pursuant to paragraphs (a) and (b) of this section have become effective, none of such prior amendments shall become effective under this section.
| (e) | Certain Separate Accounts. For purposes of this section, a post-effective amendment to a registration statement for an offering of securities by a registered open-end management investment company or unit investment trust as those terms are used in paragraphs (a), (b), and (e) of this section and as such amendments are referred to in paragraphs (c) and (d) of this section, shall include a post-effective amendment to an offering of securities by an insurance company funded through a separate account, as defined in section 2(a)(37) of the Investment Company Act of 1940 (at U.S.C. 80-2(a)(37)), where the separate account need not register under the Investment Company Act of 1940 under Section 3(c)(11) thereof (15 U.S.C 80a-3(c)(11)).
| (f) | Electronic Filers.When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been received from the Commission. NOTE: To determine the date of automatic effectiveness, the day following the filing date is the first day of the time period. For example, a post-effective amendment filed under paragraph (a) on November 1 would become effective on December 31.
Effective Date of Post-Effective Amendments Filed by Registered Separate Accounts of Insurance Companies Reg. §230.486
| (a) | Automatic Effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement, or a registration statement filed for the purpose of registering additional shares of common stock for which a registration statement filed on Form N-2 (§§239.14 and 274.11a-1 of this chapter) is effective, filed by a registered closed-end management investment company or business development company which makes periodic repurchase offers under §270.23c-3 of this chapter, shall become effective on the sixtieth day after the filing thereof, or a later date designated by the registrant on the facing sheet of the amendment or registration statement, which date shall not be later than eighty days after the date on which the amendment or registration statement is filed, Provided, that the Commission, having due regard to the public interest and the protection of investors, may declare an amendment or registration statement filed under this paragraph (a) effective on an earlier date.
| (b) | Immediate Effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement, or a registration statement for additional shares of common stock, filed by a registered closed-end management investment company or business development company which makes periodic repurchase offers under §270.23c-3 of this chapter, shall become effective on the date on which it is filed with the Commission, or a later date designated by the registrant on the facing sheet of the amendment or registration statement, which date shall be not later than thirty days after the date on which the amendment or registration statement is filed, except that a post-effective amendment including a designation of a new effective date under paragraph (b)(1)(iii) of this section shall become effective on the new effective date designated therein, Provided, that the following conditions are met:
| (1) | It is filed for no purpose other than one or more of the following:
| (i) | Registering additional shares of common stock for which a registration statement filed on Form N-2 (§§239.14 and 274.11a-1 of this chapter) is effective;
| (ii) | Bringing the financial statement up to date under section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) or rule 3-18 of Regulation S-X 17 CFR 210.3-18));
| (iii) | Designating a new effective date for a previously filed post-effective amendment or registration statement for additional shares under paragraph (a) of this section, which has not yet become effective, Provided, that the new effective date shall be no earlier than the effective date designated in the previously filed amendment or registration statement under paragraph (a) of this section and no later than thirty days after that date;
| (iv) | Any other purpose which the Commission shall approve.
| (2) | The registrant represents that the amendment is filed solely for one or more of the purposes specified in paragraph (b)(1) of this section and that no material event requiring disclosure in the prospectus, other than one listed in paragraph (b)(1) or one for which the Commission has approved a filing under paragraph (b)(1)(iv) of this section, has occurred since the latest of the following three dates:
| (i) | the effective date of the registrant's registration statement;
| (ii) | the effective date of its most recent post effective amendment to its registration statement which included a prospectus; or
| (iii) | the filing date of a post-effective amendment or registration statement filed under paragraph (a) of this section which has not become effective.
| (3) | The amendment or registration statement recites on the facing sheet thereof that the registrant proposes that the amendment or registration statement will become effective under paragraph (b) of this section.
| (4) | The representations of the registrant referred to in paragraph (b)(2) of this section shall be made by certification on the signature page of the post-effective amendment or registration statement that the amendment or registration statement meets all of the requirements for effectiveness under paragraph (b) of this section. If counsel prepared or reviewed the post-effective amendment or registration statement filed under paragraph (b) of this section, counsel shall furnish to the Commission at the time the amendment or registration statement is filed a written representation that the amendment or registration statement does not contain disclosure which would render it ineligible to become effective under paragraph (b) of this section.
| (c) | Incomplete or Inaccurate Amendments; Suspension of Use of Paragraph (b).
| (1) | No amendment or registration statement shall become effective under paragraph (a) of this section if, prior to the effective date of the amendment or registration statement, it should appear to the Commission that the amendment or registration statement may be incomplete or inaccurate in any material respect, and the Commission furnishes to the registrant written notice that the effective date of the amendment or registration statement is to be suspended. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition. If the Commission has suspended the effective date of an amendment or registration statement, the amendment or registration statement shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.
| (2) | The Commission may, in the manner and under the circumstances set forth in this paragraph (c)(2), suspend the ability of a registrant to file a post-effective amendment or registration statement under paragraph (b) of this section. The notice of such suspension shall be in writing and shall specify the period for which such suspension shall remain in effect. The Commission may issue a suspension if it appears to the Commission that a registrant which files a post-effective amendment under paragraph (b) of this section has not complied with the conditions of that paragraph. Any suspension under this paragraph shall become effective at such time as the Commission furnishes written notice thereof to the company. Any such suspension, so long as it is in effect, shall apply to any post-effective amendment or registration statement that has been filed but has not, at the time of such suspension, become effective, and to any post-effective amendment or registration statement that may be filed after the suspension. Any suspension shall apply only to the ability to file a post-effective amendment or registration statement under paragraph (b) of this section and shall not otherwise affect any post-effective amendment or registration statement. Following this action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for a hearing is included in the petition.
| (d) | Subsequent Amendments.
| (1) | Except as provided in paragraph (d)(2) of this section, a post-effective amendment or registration statement which includes a prospectus shall not become effective under paragraph (a) of this section if a subsequent post-effective amendment or registration statement relating to such prospectus is filed before such amendment or registration statement becomes effective.
| (2) | A post-effective amendment or registration statement which includes a prospectus shall become effective under paragraph (a) of this section notwithstanding the filing of a subsequent post-effective amendment or registration statement relating to such prospectus, Provided, that the following conditions are met:
| (i) | the subsequent amendment or registration statement is filed under paragraph (b) of this section; and
| (ii) | the subsequent amendment or registration statement designates as its effective date either:
| (A) | the date on which the prior post-effective amendment or registration statement was to become effective under paragraph (a) of this section; or
| (B) | a new effective date designated under paragraph (b)(1)(v) of this section,
| In which case the prior post-effective amendment or registration statement filed under paragraph (a) of this section and any prior post-effective amendment filed under paragraph (b) of this section shall also become effective on the new date designated under paragraph (b)(1)(v) of this section.
| (3) | Notwithstanding paragraph (d)(1) and (d)(2) of this section, if another post-effective amendment or registration statement relating to the same prospectus is filed under paragraph (a) of this section before the prior amendments or registration statements filed pursuant to paragraphs (a) and (b) of this section have become effective, none of such prior amendments or registration statements shall become effective under this section.
| (e) | Condition to Use of Paragraphs (a) or (b). A post-effective amendment or new registration statement shall not become effective under paragraphs (a) or (b) of this section unless within two years prior to the filing thereof a post-effective amendment or registration statement relating to the common stock of the registrant has become effective.
| (f) | Electronic Filers. When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been received from the Commission. NOTE: To determine the date of automatic effectiveness, the day following the filing date is the first day of the time period. For example, a post-effective amendment filed under paragraph (a) on November 1 would become effective on December 31.
Effectiveness of Registration Statements Filed by Certain Unit Investment Trusts Reg. §230.487
| (a) | (1) | A unit investment trust registered under the Investment Company Act of 1940 that files a registration statement pursuant to the Act in connection with the offering of the securities of a series of the unit investment trust, except the first series of such trust, may designate a date and time for such registration statement to become effective. If the registrant complies with the conditions set forth in paragraph (b) of this section, the registration statement shall become effective in accordance with such designation.
| (2) | The registrant may designate the date and time of effectiveness in the registration statement or in any pre-effective amendment thereto. A pre-effective amendment to a registration statement with respect to which such a designation is properly made shall be deemed to have been filed with the consent of the Commission and shall accordingly be treated as part of the registration statement.
| (b) | Availability of effectiveness of a registration statement in accordance with paragraph (a) of this section is conditioned upon compliance with the following:
| (1) | The registrant is not engaged in the business of investing in securities issued by one or more open-end management investment companies;
| (2) | The designation provided for in paragraph (a) of this section is set forth on the facing sheet of such registration statement or a pre-effective amendment thereto;
| (3) | The registrant identifies one or more previous series of the trust for which the effective date of the registration statement was determined by the Commission or its staff, and makes the following representations:
| (i) | That the portfolio securities deposited in the series with respect to which the registration statement or pre-effective amendment is being filed do not differ materially in type or quality from those deposited in such previous series identified by the registrant; and
| (ii) | That, except to the extent necessary to identify the specific portfolio securities deposited in, and to provide essential financial information for, the series with respect to which the registration statement or pre-effective amendment thereto is being filed, the registration statement or pre-effective amendment thereto does not contain disclosures that differ in any material respect from those contained in the registration statement of such previous series identified by the registrant;
| (4) | The registrant represents that it has complied with rule 460 under the Act (17 CFR 230.460);
| (5) | The identification and representations provided for in paragraphs (b)(3) and (b)(4) of this section are made on the signature page of the registration statement or a pre-effective amendment thereto; and
| (6) | If counsel prepared or reviewed such registration statement or a pre-effective amendment thereto, such counsel shall furnish to the Commission at the time the registration statement or pre-effective amendment thereto is filed a written representation that such registration statement or pre-effective amendment does not contain disclosures which would render such registration statement ineligible to become effective pursuant to paragraph (a) of this section.
| (c) | (1) | The Commission may, in the manner and under the circumstances set forth in paragraph (c)(2) of this section, suspend the ability of a unit investment trust to designate the date and time of effectiveness of series of such trust. Any such suspension, so long as it is in effect, shall apply to any registration statement that has been filed but has not, at the time of suspension, become effective, and to any registration statement with respect to any series of such trust that may be filed after such suspension. Any suspension shall apply only to the ability to designate the date and time of effectiveness pursuant to paragraph (a) of this section and shall not otherwise affect any registration statement.
| (2) | Any suspension pursuant to paragraph (c)(1) of this section shall become effective at such time as the Commission furnishes written notice thereof to the company or the sponsor of the unit investment trust. The notice of such suspension shall be in writing and shall specify the period for which such suspension shall remain in effect. The Commission may issue such a suspension if it appears to the Commission that any registration statement containing a designation pursuant to this section is incomplete or inaccurate in any material respect, whether or not such registration statement has become effective, or that the registrant has not complied with the conditions of this section. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition.
| (d) | When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been received from the Commission.
Effective Date of Registration Statements Relating to Securities to Be Issued in Certain Business Combination Transactions Reg. §230.488
| (a) | A registration statement filed on Form N-14 by a registered open-end management investment company for the purpose of registering securities to be issued in an exchange offer or other business combination transaction pursuant to Rule 145 under the Securities Act of 1933 (15 U.S.C. 77a et seq.) shall become effective on the thirtieth day after the date upon which it is filed with the Commission, or such later date designated by the registrant on the facing sheet of the registration statement, which date shall be not later than fifty days after the date on which the registration statement is filed, unless the Commission having due regard to the public interest and the protection of investors declares such amendment effective on an earlier date, provided the following conditions are met:
| (1) | Any prospectus filed as a part of the registration statement does not include disclosure relating to any other proposal to be acted on at a meeting of the shareholders of either company other than proposals related to an exchange offer, or a business combination transaction pursuant to Rule 145(a), and any other proposal relating to:
| (i) | Uncontested election of directors;
| (ii) | Ratification of the selection of accountants;
| (iii) | The continuation of a current advisory contract;
| (iv) | Increases in the number or amount of shares authorized to be issued by the registrant; and
| (v) | Continuation of any current contract relating to the distribution of shares issued by the registrant; and
| (2) | The registration statement recites on the facing sheet that the registrant proposes that the filing become effective pursuant to this rule.
| (b) | No registration statement shall become effective pursuant to paragraph (a) of this section if, prior to the effective date of the registration statement, it should appear to the Commission that the registration statement may be incomplete or inaccurate in any material respect and the Commission furnishes to the registrant written notice that the effective date is to be suspended. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition. If the Commission has suspended the effective date of the registration statement, it shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.
| (c) | When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been received from the Commission.
Filing of Form by Foreign Banks and Certain of their Holding Companies and Finance Subsidiaries Reg. §230.489.
| (a) | The following foreign issuers shall file Form F-N [17 CFR 239.43] under the Act appointing an agent for service of process when filing a registration statement under the Act:
| (1) | A foreign issuer that is a foreign bank or foreign insuranc ecompany excepted from the definition of investment company by rule 3a-6 [17 CFR 270.3a-6] under the Investment Company Act of 1940 (the "1940 Act");
| (2) | A foreign issuers that is a finance subsidiary of a foreign bank or a foreign insurance company, as those terms are defined in rule 3a-6 under the 1940 Act, if the finance subsidiary is excepted from the definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under the 1940 Act; or
| (3) | A foreign issuer that is excepted from the definition of investment company by rule 3a-1 [17 CFR 270.3a1] under the 1940 Act because some or all of its majority-owned subsidiaries are foreign banks or insurance companies excepted from the definition of investment by rule 3a-6 under the 1940 Act.
| (b) | The requirements of paragraph (a) of this section shall not apply to:
| (1) | A foreign issuer that has filed Form F-X [17 CFR 239.42] under the Securities Act of 1933 with respect to the securities being offered; and
| (2) | A foreign issuer filing a registration relating to debt securities or non-voting preferred stock that has on file with the Commission a currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the 1940 Act.
| (c) | Six copies of Form F-N, one of which shall be manually signed, shall be filed with the Commission at its principal office.
### REGISTRATION BY FOREIGN GOVERNMENTS OR POLITICAL SUBDIVISIONS THEREOF
Information to be Furnished Under Paragraph (3) of Schedule B Reg. §230.490.
Any issuer filing a registration statement pursuant to Schedule B of the Act need not furnish the detailed information specified in paragraph (3) as to issues of outstanding funded debt the aggregate amount of which outstanding is less than 5 percent of the total funded debt outstanding and to be created by the security to be offered, provided the amount thereof is included in the statement of the total amount of funded debt outstanding and a statement is made as to the title, amount outstanding, rate of interest, and date of maturity of each such issue.
Information to Be Furnished Under Paragraph (6) of Schedule B Reg. §230.491.
Any foreign government filing a registration statement pursuant to Schedule B of the Act need state, in furnishing the information required by paragraph (6), the names and addresses only of principal underwriters, namely, underwriters in privity of contract with the registrant, provided they are designated as principal underwriters and a brief statement is made as to the discounts and commissions to be received by subunderwriters or dealers.
Omissions from Prospectuses Reg. §230.492.
In the case of a security for which a registration statement conforming to Schedule B is in effect, the following information, contained in the registration statement, may be omitted from any prospectus: Information in answer to paragraph (3) of the Schedule with respect to the amortization and retirement provisions for debt not being registered, and with respect to the provisions for the substitution of security for such debt; the addresses of underwriters in answer to paragraph (b); information in answer to paragraph (11); the addresses of counsel in answer to paragraph (12); the copy of any agreement or agreements required by paragraph (13); the agreement required by paragraph (14); and all information, whether contained in the registration statement itself or in any exhibit thereto, not required by Schedule B.
Filing of Opinions of Counsel Reg. §230.493.
(a) The copy of the opinion or opinions of counsel required by paragraph (14) of Schedule B shall be filed either as a part of the registration statement as originally filed, or as an amendment to the registration statement. (b) A foreign government or political subdivision of a foreign government must file a registration statement submitted under Schedule B of the Act on the Commission's Electronic Data Gathering and Retrieval System (EDGAR) unless it has obtained a hardship exemption under §232.201 or §232.202 of this chapter (Regulation S-T). (c) A foreign government or political subdivision must disclose in its Schedule B registration statement: (1) That the Commission maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Commission; and (2) The address for the Commission Internet site (http://www.sec.gov). A foreign government or political subdivision filing on EDGAR is further encouraged to give its Internet address, if available.
Newspaper Prospectuses Reg. §230.494
| (a) | This section shall apply only to newspaper prospectuses relating to securities, as to which a registration statement has become effective, issued by a foreign national government with which the United States maintains diplomatic relations. The term "newspaper prospectus" means an advertisement of securities in newspapers, magazines or other periodicals which are admitted to the mails as second-class matter and which are not distributed by the advertiser. The term does not include reprints, reproductions or detached copies of such advertisements. A newspaper prospectus shall not be deemed a prospectus meeting the requirements of section 10 for the purpose of section 2(10)(a) or 5(b)(2) of the Act.
| (b) | All information included in a newspaper prospectus may be expressed in such condensed or summarized form as may be necessary in the light of the circumstances under which newspaper prospectuses are authorized to be used. The information need not follow the order in which the information is set forth in the registration statement or in the full prospectus. No information need be set forth in tabular form.
| (c) | The following statement shall be set forth at the head of every newspaper prospectus in conspicuous print: These securities, though registered, have not been approved or disapproved by the Securities and Exchange Commission, which does not pass on the merits of any registered securities.
| (d) | There shall be set forth at the foot of every newspaper prospectus in conspicuous print a statement to the following effect: Further information, particularly financial information, is contained in the registration statement filed with the Commission and in a more complete prospectus which must be furnished to each purchaser and is obtainable from the following persons: (Insert names.)
| (e) | If the registrant or any of the underwriters knows or has reasonable grounds to believe that it is intended to stabilize the price of any security to facilitate the offering of the registered security, there shall be placed in the newspaper prospectus, in capital letters, the statement required by Item 502(d) of Regulation S-K (§229.502(d) of this chapter) to be included in the full prospectus.
| (f) | A newspaper prospectus shall contain the information specified in paragraphs (f)(1) to (9) of this section. All other information and documents contained in the registration statement may be omitted. The following information shall be included:
| (1) | The name of the borrowing government;
| (2) | A brief description of the securities to be offered;
| (3) | The price at which it is proposed to offer the security to the public in the United States;
| (4) | The purpose and approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds; and if funds for such purposes are to be raised in part from other sources, the amounts and the sources thereof:
| (5) | A brief statement as to the amount of funded and floating debt outstanding and to be created, excluding inter-governmental debt;
| (6) | A condensed or summarized statement of receipts and expenditures for the last three fiscal years for which data are available;
| (7) | A condensed or summarized statement of the balance of international payments for the last three fiscal years for which data are available;
| (8) | If the issuer or its predecessor has defaulted on the principal or interest of any external debt, excluding intergovernmental debt, during the last twenty years, the date, amount and circumstances of such default and the general effect of any succeeding arrangement;
| (9) | Underwriting discounts and commissions per unit and in the aggregate.
| (g) | A newspaper prospectus may also include, in condensed, summarized or graphic form, additional information the substance of which is contained in the registration statement. A newspaper prospectus shall not contain any information the substance of which is not set forth in the registration statement.
| (h) | All information included in a newspaper prospectus shall be set forth in type at least as large as seven point modern type: Provided, however, That such information shall not be so arranged as to be misleading or obscure the information required to be included in such a prospectus.
| (i) | Five copies of every proposed newspaper prospectus, in the size and form in which it is intended to be published shall be filed with the Commission at least three business days before definitive copies thereof are submitted to the newspaper, magazine or other periodical for publication. Within seven days after publication, five additional copies shall be filed in the exact form in which it was published and shall be accompanied by a statement of the date and manner of its publication.
Preparation of Registration Statement Reg. §230.495
| (a) | A registration statement on Form N-1A, Form N-3, or Form N-4 shall consist of the facing sheet of the applicable form; a prospectus containing the information called for by such form; the information, list of exhibits, undertakings and signatures required to be set forth in such form; financial statements and schedules; exhibits; any other information or documents filed as part of the registration statement; and all documents or information incorporated by reference in the foregoing (whether or not required to be filed).
| (b) | All general instructions, instructions to items of the form, and instructions as to financial statements, exhibits, or prospectuses are to be omitted from the registration statement in all cases.
| (c) | In the case of a registration statement filed on Form N-1A, Form N-2, Form N-3, or Form N-4, Parts A and B shall contain the information called for by each of the items of the applicable Part, except that unless otherwise specified, no reference need be made to inapplicable items, and negative answers to any item may be omitted. Copies of Parts A and B may be filed as part of the registration statement in lieu of furnishing the information in item-and-answer form. Wherever such copies are filed in lieu of information in item-and-answer form, the text of the items of the form is to be omitted from the registration statement, as well as from Parts A and B, except to the extent provided in paragraph (d) of this section.
| (d) | In the case of a registration statement filed on Form N-1A, Form N-2, Form N-3, or Form N-4, where any item of those forms calls for information not required to be included in Parts A and B, (generally Part C of such form) the text of such items, including the numbers and captions thereof, together with the answers thereto shall be filed with Parts A and B under the cover of the facing sheet of the form as a part of the registration statement. However, the text of such items may be omitted — provided the answers are so prepared as to indicate the coverage of the item without the necessity of reference to the text of the item. If any such item is inapplicable, or the answer thereto is in the negative, a statement to that effect shall be made. Any financial statements not required to be included in Parts A or B shall also be filed as part of the registration proper, unless incorporated by reference pursuant to Rule 411 (§230.411 of this chapter).
| (e) | Electronic Filings. When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been received from the Commission.
Contents of Prospectus and Statement of Additional Information Used after Nine Months Reg. §230.496.
In the case of a registration statement filed on Form N-1A, Form N-2, Form N-3, or Form N-4 there may be omitted from any prospectus or Statement of Additional Information used more than 9 months after the effective date of the registration statement any information previously required to be contained in the prospectus or the Statement of Additional Information insofar as later information covering the same subjects, including the latest available certified financial statements, as of a date not more than 16 months prior to the use of the prospectus or the Statement of Additional Information is contained therein.
Filing of Investment Company Prospectuses—Number of Copies Reg. §230.497
| (a) | Five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement that varies from the form or forms of prospectus included in the registration statement filed pursuant to § 230.402(a) shall be filed as part of the registration statement not later than the date that form of prospectus is first sent or given to any person, except that:
| (1) | An investment company advertisement under § 230.482 shall be filed under this paragraph (but not as part of the registration statement) unless filed under paragraph (i) of this section; and
| (2) | A profile under § 230.498 shall be filed in accordance with paragraph (k) of this section and not as part of the registration statement.
| (b) | Within 5 days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, 10 copies of each form of prospectus used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used.
| (c) | For investment companies filing on Form N-1A (§§239.15A and 274.11A of this chapter), Form N-2 (§§239.14 and 274.11a-1 of this chapter), Form N-3 (§§239.17a and 274.11b of this chapter), or Form N-4 (§§239.17b and 274.11c of this chapter), within five days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, ten copies of each form of prospectus and form of Statement of Additional Information used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used.
| (d) | After the effective date of a registration statement no prospectus which purports to comply with section 10 of the Act and which varies from any form of prospectus filed pursuant to paragraph (b) or (c) of this rule shall be used until 10 copies thereof have been filed with, or mailed for filing to, the Commission.
| (e) | For investment companies filing on Form N-1A, Form N-2, Form N-3, or Form N-4, after the effective date of a registration statement no prospectus which purports to comply with section 10 of the Act or Statement of Additional Information that varies from any form of prospectus or form of Statement of Additional Information filed pursuant to paragraph (c) of this section shall be used until five copies thereof have been filed with, or mailed for filing to, the Commission.
| (f) | Every prospectus consisting of a radio or television broadcast shall be reduced in writing. Five copies of every such prospectus shall be filed with the Commission in accordance with the requirements of this section.
| (g) | Each copy of a prospectus under this rule shall contain in the upper right hand corner of the cover page the paragraph of this rule under which the filing is made and the file number of the registration statement to which the prospectus relates. In addition, each investment company advertisement deemed to be a section 10(b) prospectus pursuant to §230.482 of this chapter shall contain in the upper right hand corner of the cover page the legend "Rule 482 ad." The information required by this paragraph may be set forth in longhand, provided it is legible.
| (h) | (1) | No later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, ten copies of every form of prospectus and Statement of Additional Information, where applicable, that discloses the information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act (§230.430A of this chapter) shall be filed with the Commission in the exact form in which it is used, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
| (2) | Ten copies of each term sheet or abbreviated term sheet sent or given in reliance upon Rule 434 (§ 230.434) shall be filed with the Commission no later than the second business day following the earlier of the date of determination of the offering price, or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.
| (i) | An investment company advertisement deemed to be a section 10(b) prospectus pursuant to §230.482 of this chapter shall be considered to be filed with the Commission upon filing with a national securities association registered under Section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o) that has adopted rules providing standards for the investment company advertising practices of its members and has established and implemented procedures to review that advertising.
| (j) | In lieu of filing under paragraph (b) or (c) of this section, a registrant may file a certification that:
| (1) | the form of prospectus and Statement of Additional Information that would have been filed under paragraph (b) or (c) of this section would not have differed from that contained in the most recent registration statement or amendment, and
| (2) | the text of the most recent registration statement has been filed electronically.
| (k) | (1) | Profile Filing Requirements. A form of profile under § 230.498 shall not be used unless:
| (i) | The form of profile that has not been previously filed with the Commission is filed at least 30 days before the date that it is first sent or given to any person.
| (A) | No additional filing is required during the 30-day period for changes (material or otherwise) to a form of profile filed under this paragraph if the changes are included in the definitive profile that is filed with the Commission under paragraph (k)(2)(ii) of this section.
| (B) | The form of profile filed under paragraph (k)(1)(i) can be used on the later of 30 days after the date of filing or, if the profile is filed in connection with an initial registration statement or a post-effective amendment that adds a series of an investment company to a registration statement, or reflects changes to a prospectus included in a post-effective amendment filed to update a registration statement under § 230.485, the date that the registration statement or post-effective amendment becomes effective.
| (ii) | A definitive form of a profile filed under paragraph (k)(1)(i) of this section is filed with the Commission no later than the fifth business day after the date that it is used.
| (iii) | A form of profile that differs from any definitive form of profile that was filed under this paragraph (k) is filed with the Commission in definitive form no later than the fifth business day after the date that it is first used. This filing shall be made under one of the following sub-paragraphs according to the character of the change contained in the form of profile:
| (A) | A form of profile that contains a material change to the information disclosed under paragraph (c)(2)(i) - (iii) of § 230.498; and
| (B) | A form of profile that does not contain a material change to the information under paragraphs (c)(2)(i) - (iii) of § 230.498.
| (2) | Filing Procedures.
| (i) | Designate, at the top of the first page of any form of profile that is filed under this paragraph (k), the paragraph and sub-paragraph under which the profile is filed.
| (ii) | Send two additional copies of the first definitive form of profile filed electronically under paragraph (k)(1)(ii) of this section to the Commission, in the primary form intended to be used for distribution to investors (e.g., paper, electronic media), by mail or other means reasonably calculated to result in receipt by the Commission, no later than the fifth business day after the date the profile is first sent or given to any person. Send copies to the following address: Office of Disclosure and Review, Division of Investment Management, U.S. Securities and Exchange Commission, 450 Fifth St., N.W., Mail Stop 5-6, Washington, D.C. 20549-6009. Note prominently that the submission is made in accordance with § 230.497(k)(2) of Regulation C under the Securities Act. If the profile is distributed primarily on the Internet, supply, in lieu of copies, the electronic address ("URL") of the profile page(s) in an exhibit to the electronic filing under this paragraph (k). Filers may fulfill the requirements of this paragraph by submitting with their definitive form of profile filed electronically under paragraph (k)(1)(ii) of this section an unoffiical PDF copy of the profile in accordance with 232.104 of this chapter. This additional requirement will expire on June 1, 2000.
Profiles for certain open-end management investment companies. § 230.498
| (a) | Definitions.
| (1) | A Fund means an open-end management investment company, or any series of such a company, that has, or is included in, an effective registration statement on Form N-1A (§§ 274.11A and 239.15A of this chapter) and that has a current prospectus under section 10(a) of the Act (15 U.S.C. 77j(a)).
| (2) | A Profile means a summary prospectus that is authorized under section 10(b) of the Act (15 U.S.C. 77j(b)) and section 24(g) of the Investment Company Act (15 U.S.C. 80a-24(g)) for the purpose of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)).
| (b) | General requirements. A Fund may provide a Profile to investors, which may include, or be accompanied by, an application that investors may use to purchase the Fund’s shares, if the Profile contains the information required or not precluded by paragraph (c) of this section and does not incorporate any information by reference to another document. Instructions to paragraph (b). The Profile is intended to be a standardized summary of key information in the Fund’s prospectus under section 10(b) of the Act. Additional information is available in the Fund’s prospectus under section 10(a) of the Act, in the Fund’s Statement of Additional Information under Form N-1A, and in the Fund’s annual and semi-annual shareholder reports prepared in accordance with § 270.30d-1. Funds may not use cross-references in the Profile to other Fund disclosure documents unless required or permitted by this rule. Funds should minimize cross-references and the use of footnotes within the Profile; cross-references and footnotes should generally be used only to promote a better understanding of the information about the Fund contained in the Profile. Provide clear and concise information in the Profile in a format designed to communicate the information effectively. Avoid excessive detail, technical or legal terms, and long sentences and paragraphs. Provide the information in the Profile using the plain English writing principles in § 230.421(d). A Fund may use document design techniques intended to promote effective communication of the information in the Profile unless inconsistent with the requirements of this section. A Profile may describe more than one Fund or class of a Fund. A Profile that offers the securities of more than one Fund or class of a Fund does not need to repeat information that is the same for each Fund or class of Fund described in the Profile. File the Profile with the Commission as required by § 230.497(k).
| (c) | Specific requirements.
| (1) | Include on the cover page of the Profile or at the beginning of the Profile:
| (i) | The Fund’s name and, at the Fund’s option, the Fund’s investment objective or the type of fund or class offered, or both;
| (ii) | A statement identifying the document as a "Profile," without using the term "prospectus";
| (iii) | The approximate date of the Profile’s first use;
| (iv) | The following legend: This Profile summarizes key information about the Fund that is included in the Fund’s prospectus. The Fund’s prospectus includes additional information about the Fund, including a more detailed description of the risks associated with investing in the Fund that you may want to consider before you invest. You may obtain the prospectus and other information about the Fund at no cost by calling ____________.
| (v) | Provide a toll-free (or collect) telephone number that investors can use to obtain the prospectus and other information. The Fund may indicate, as applicable, that the prospectus and other information is available on the Fund’s Internet site or by E-mail request. The Fund also may indicate, if applicable, that the prospectus and other information is available from a financial intermediary (such as a broker-dealer or bank) through which shares of the Fund may be purchased or sold. Instruction to paragraph (c)(1)(v). When the Fund (or financial intermediary through which shares of the Fund may be purchased or sold) receives a request for the Fund’s prospectus, the Fund’s Statement of Additional Information, or the Fund’s annual or semi-annual report, the Fund (or financial intermediary) must send the requested document within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. Funds are encouraged to send other information requested by shareholders within the same period.
| (2) | Provide the information required by paragraphs (c)(2)(i) through (ix) of this section in the order indicated:
| (i) | Fund objectives/goals. Provide the information about the Fund’s investment objectives or goals required by Item 2(a) of Form N-1A.
| (ii) | Principal investment strategies of the Fund. Provide the information about the Fund’s principal investment strategies required by Item 2(b) of Form N-1A. In addition, a Fund (other than a Fund that has not yet been required to deliver a semi-annual or annual report under § 270.30d-1 of this chapter) must provide disclosure to the following effect: Additional information about the Fund's investments is available in the Fund's annual and semi-annual reports to shareholders. In the Fund's annual report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during the last fiscal year. You may obtain either or both of these reports at no cost by calling ______________.
| (iii) | Principal risks of investing in the Fund. Provide the narrative disclosure, bar chart, and table required by Item 2(c) of Form N-1A. Provide in the table the Fund’s average annual total returns and, if applicable, yield as of the end of the most recent calendar quarter prior to the Profile’s first use. Update the return information as of the end of each succeeding calendar quarter as soon as practicable after the completion of the quarter. Disclose the date of the return information adjacent to the table. Instruction to paragraph (c)(2)(iii). A Fund may reflect the updated performance information in this section of the profile by affixing a label or sticker, or by other reasonable means.
| (iv) | Fees and expenses of the Fund. Include the fee table required by Item 3 of Form N-1A.
| (v) | Investment adviser, sub-adviser(s) and portfolio manager(s) of the Fund.
| (A) | Identify the Fund’s investment adviser.
| (B) | Identify the Fund’s sub-adviser(s) (if any) except that:
(1) | A Fund need not identify a sub-adviser(s) whose sole responsibility for the Fund is limited to day-to-day management of the Fund’s holdings of cash and cash equivalent instruments, unless the Fund is a money market fund or other Fund with a principal investment strategy of regularly holding cash and cash equivalent instruments.
(2) | A Fund having three or more sub-advisers, each of which manages a portion of the Fund’s portfolio, need not identify each such sub-adviser, except that the Fund must identify any sub-adviser that is (or is reasonably expected to be) responsible for the management of a significant portion of the Fund’s net assets. For purposes of this paragraph, a significant portion of a Fund’s net assets generally will be deemed to be 30% or more of the Fund’s net assets.
| (C) | State the name and length of service of the person or persons employed by or associated with the Fund’s investment adviser (or the Fund) who are primarily responsible for the day-to-day management of the Fund’s portfolio and summarize each person’s business experience for the last five years in accordance with the Instructions to Item 6(a)(2) of Form N-1A. A Fund with three or more such persons, each of whom is (or is reasonably expected to be) responsible for the management of a portion of the Fund’s portfolio, need not identify each person, except that a Fund must identify and summarize the business experience for the last five years of each person who is (or is reasonably expected to be) responsible for the management of a significant portion of the Fund’s net assets. For purposes of this paragraph, a significant portion of a Fund’s net assets generally will be deemed to be 30% or more of the Fund’s net assets.
| (vi) | Purchase of Fund shares. Disclose the Fund’s minimum initial or subsequent investment requirements, the initial sales load (or other loads) to which the Fund’s shares are subject, and, if applicable, the initial sales load breakpoints or waivers.
| (vii) | Sale of Fund shares. Disclose that the Fund’s shares are redeemable, identify the procedures for redeeming shares (e.g., on any business day by written request, telephone, or wire transfer), and identify any charges or sales loads that may be assessed upon redemption (including, if applicable, the existence of waivers of these charges).
| (viii) | Fund distributions and tax information. Describe how frequently the Fund intends to make distributions and what options for reinvestment of distributions (if any) are available to investors. State, as applicable, that the Fund intends to make distributions that may be taxed as ordinary income or capital gains (which may be taxable at different rates depending on the length of time that the Fund holds its assets) or that the Fund intends to distribute tax-exempt income. If a Fund expects that its distributions, as a result of its investment objectives or strategies, primarily will consist of ordinary income or capital gains, provide disclosure to that effect. For a Fund that holds itself out as investing in securities generating tax-exempt income, provide, as applicable, a general statement to the effect that a portion of the Fund’s distributions may be subject to federal income tax.
| (ix) | Other services are available from the Fund. Provide a brief summary of services available to the Fund’s shareholders (e.g., any exchange privileges or automated information services), unless otherwise disclosed in response to paragraphs (c)(2)(vi) through (viii) of this section. Instruction to paragraph (c)(2)(ix). A Fund should disclose only those services that generally are available to typical investors in the Fund.
| (3) | The Profile may include an application that a prospective investor can use to purchase the Fund’s shares as long as the application explains with equal prominence that an investor has the option of purchasing shares of the Fund after reviewing the information in the Profile or after requesting and reviewing the Fund’s prospectus (and other information) before making a decision about investing in the Fund. Instruction to paragraph (c)(3). A Fund may include the application in a Profile or otherwise provide an application together with a Profile in any manner reasonably designed to alert investors that the application is to be considered along with the information about the Fund disclosed in the Profile.
| (d) | Modified Profile for Certain Funds
| (1) | A Fund may modify or omit the information required by paragraphs (c)(2)(vi) through (ix) of this section for a Profile to be used for a Fund that is offered as an investment option for:
| (i) | A defined contribution plan that meets the requirements for qualification under section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k));
| (ii) | A tax-deferred arrangement under sections 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) and 457); and
| (iii) | Variable contracts as defined in section 817(d) of the Internal Revenue Code (26 U.S.C. 817(d)).
| (2) | A Fund that uses a Profile permitted under paragraph (d)(1) of this section may:
| (i) | Alter the legend required by paragraph (c)(1)(iv) of this section to include a statement to the effect that the Profile is intended for use in connection with a defined contribution plan, another tax-deferred arrangement, or a variable contract, as applicable, and is not intended for use by other investors; and
| (ii) | Modify other disclosure in a Profile consistent with offering the Fund as a specific investment option for a defined contribution plan, tax-deferred arrangement, or variable contract.
| (3) | A Profile used under paragraph (d)(1)(i) or (ii), but not paragraph (d)(1)(iii), of this section may include, or be accompanied by, an enrollment form for the plan or arrangement. The enrollment form does not need to be filed with the Profile under §230.497.

http://www.sec.gov/divisions/corpfin/forms/regc.htm
Last update: 11/03/2003