(hereinafter called "the registrant") in case any of the events enumerated below occurred or shall occur at any time after the close of the first fiscal year or other one-year period for which an annual report is required to be filed by the registrant, or if the registrant had no security registered on a national securities exchange on December 31, 1935, at any time after the registration of any of its securities first became or shall become effective:

(1) A material amendment of any exhibit previously filed by the registrant pursuant to section 12 or 13 of the Act;

(2) The execution of any voting trust agreement, contract, or indenture of a character required to be filed as an exhibit in the form of annual report appropriate for the registrant;

(3) A substantial restatement of the capital shares account of the registrant;

(4) The issuance of any new class of securities, or an aggregate increase or decrease of more than 5 percent in the amount of any class of securities of the registrant outstanding, as last previously reported, unless resulting from an ordinary sinking fund operation: Provided, That (i) no report need be made with respect to notes, drafts, bills of exchange, or banker's acceptances having a maturity at the time of issuance of not exceeding 1 year, and (ii) for the purposes of this paragraph (4), securities held by the registrant shall not be deemed "outstanding”;

(5) The granting or extension of any option to purchase equity securities of the registrant from the registrant: Provided, That a current report need be made only when one or more options calling for an aggregate principal amount of $50,000 or more of a single issue of convertible evidences of indebtedness, or an aggregate of 1,000 or more shares or other units of any other single class of equity securities, have been granted or extended and have not been previously reported;

(6) The exercise, in whole or in part, of any option to purchase equity securities of the registrant from the registrant: Provided, That a current report need be made only when a person or persons have acquired an aggregate principal amount of $50,000 or more of a single issue of convertible evidences of indebtedness, or an aggregate of 1,000 or more shares or other units of any other single class of equity securities, through one or more exercises which have not been previously reported;

(7) A person's becoming, or ceasing to be, a parent or subsidiary of the registrant: Provided, That no report need be made as to any subsidiary the name of which would not be required to be furnished in the form of annual report appropriate for the registrant;

(8) A substantial revaluation of the assets of the registrant; (9) A substantial withdrawal or substitution with respect to property securing any issue of registered securities:

Provided, however, That no report need be filed as to any event concerning which information substantially similar to that required by form 8-K shall have been previously reported by the registrant. (b) The current report shall be filed not more than 10 days after the close of the calendar month during which occurred the event obligating the registrant to file the current report, or if the event occurred prior to December 1, 1936, not later than January 10, 1937.

(c) As used in this rule, the term “previously reported” means previously reported in an application for registration or a report filed pursuant to section 12 or 13 of the Act; the term "option" does not include options evidenced by an issue of securities, such as an issue of warrants or rights; the term "unit" means that unit of a class of securities representing the smallest interest in the registrant or in property of the registrant, or having the smallest par or face value or denomination which is separately transferable by a holder thereof. Unless the context otherwise requires, all other terms used in this rule have the same meanings as in the Act, in the form appropriate for an annual report of the registrant, and in the instruction book accompanying such form.

(d) The foregoing provisions of this rule shall not be applicable to issuers of securities which are registered pursuant to an application on form 18, 19, 20, or 21.

Rule X-13A-7. Companies Registered Under the Investment Company Act of 1940.

(a) Notwithstanding rules X-13A-1 and X-13A-2, any registrant for which form 10-K, 15-K, or 17-K is appropriate for annual reports pursuant to section 13 of the act and which has filed a registration statement on the appropriate form prescribed under section 8 (b) of the Investment Company Act of 1940, may file copies of such registration statement as its annual report pursuant to said section 13, provided the registration statement covers the fiscal period that would be covered by a report on form 10-K, 15-K or 17-K, as the case may be, and provided such report is filed within the period prescribed for filing an annual report pursuant to section 13 or on or before July 15, 1941, whichever is later. This rule shall not apply, however, to any company which has filed a registration statement which itself consists in whole or in part of copies of information and documents filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 and which is filed pursuant to rules and regulations under section 8 (c) of the Investment Company Act of 1940.

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(b) Every report filed pursuant to this rule shall be filed under cover of the facing sheet of form 10-K, 15-K, or 17-K, whichever is appropriate. The following statement shall appear on the facing sheet of the annual report or on the page immediately following the facing sheet:

THIS ANNUAL REPORT FILED PURSUANT TO RULE X-13A-7 CONSISTS OF INFORMATION AND DOCUMENTS CONTAINED IN THE REGISTRATION STATEMENT ON FORM FILED BY THE REGISTRANT ON 19__, PURSUANT TO SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940.

(c) Any exhibits included in the registration statement which are not required by form 10-K, 15-K, or 17-K, as the case may be, for an annual report thereon may be omitted from the annual report.

(d) At least one copy of the registration statement filed with each exchange on which the registrant has securities listed and registered and one copy filed with the Commission shall be signed.

Rule X-13B-1. Reports of Carriers and Other Persons Subject to Federal Regulation.

(a) In the case of any reports made pursuant to the Act with respect to any person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation thereunder, the requirements imposed by such law or rule or regulation shall supersede the requirements imposed by any rule or regulation of the Commission under the Act in respect of the same subject matter.

(b) In the case of carriers subject to the provisions of section 20 of the Interstate Commerce Act, as amended, or carriers required pursuant to any other Act of Congress, to make reports of the same general character as those required under such section 20, any person required to file reports or other documents with respect to such carriers may file with the Commission and the exchange duplicate copies of the reports and other documents filed with the Interstate Commerce Commission or with the governmental authority administering such other Act of Congress in lieu of any reports, information and documents required under section 12 or 13 in respect of the same subject matter. Any such reports or documents filed with the Commission and the exchange need not be certified by independent public or independent certified public accountants, any other rule or regulation to the contrary notwithstanding, if the reports and other documents filed with the Interstate Commerce Commission or with the governmental authority administering such other Act of Congress are not required to be so certified.

(PAGE 1401 FOLLOWS)

RULES UNDER SECTION 14 OF THE ACT

REGULATION X-14

RULES RELATING TO SOLICITATION OF PROXIES, CONSENTS, AND AUTHORIZATIONS, INCLUDING SCHEDULE 14A

Rule X-14A-1. Proxy Statement.

No solicitation subject to section 14 (a) of the Act shall be made unless a written "proxy statement" is concurrently furnished or has previously been furnished to each person solicited. Such proxy statement shall contain the information specified in such of the items of schedule 14A,1 as may be applicable in the particular case: Provided, however, That

(a) No statement need be made in the proxy statement in response to any item or subitem of schedule 14A which is inapplicable. None of the items need be restated in the proxy statement, and the order of the items and subitems in the schedule need not be followed. Information required by more than one applicable item need not be repeated in the proxy statement.

(b) Any information required to be included in the proxy statement as to terms of securities or other subject matter which from a standpoint of practical necessity must be determined in the future, or from a standpoint of the application of sound business judgment ought to be so determined, may be stated in terms of present knowledge and intention: Provided, however, That in such a case a brief statement of the circumstances rendering it necessary or advisable that such matters be determined in the future shall be made and, to the extent reasonably practicable, the authority to be conferred concerning each such matter shall be confined within limits reasonably related to the need for discretionary authority. Subject to the foregoing provision, information which is not known to the persons making the solicitation and which it is not reasonably within the power of such persons to ascertain or procure may be omitted, if a brief statement of the circumstances rendering such information unavailable is made.

(c) There may be omitted from the proxy statement any information contained in any document which has been furnished within a reasonable time in advance of the solicitation to each person so

1

1 Schedule 14A appears at the end of regulation X-14.

licited, if a clear reference is made to the place where such information appears. Any statement made in the proxy statement may be qualified by clear reference to any such document, or to any document which is on file with the Commission and with each exchange on which the securities are listed.

(d) In all cases in which past occurrences are to be consented to or acted upon pursuant to the proxy, the applicable items of schedule 14A shall be read in the past tense, if appropriate.

(e) Unless the context clearly shows otherwise, whenever any fixed period of time in the past is indicated, such period shall be computed from the date of filing the proxy statement.

Rule X-14A-2. Duty To Provide Means by Which Desired Action Can Be Specified.

No solicitation subject to section 14 (a) of the Act shall be made unless (a) means shall have been provided whereby the person solicited is afforded an opportunity to specify, either in a space provided therefor or otherwise, in the form of proxy the action which such person desires to be taken pursuant to the proxy on each matter, or each group of related matters as a whole, described in the proxy statement as intended to be acted upon, other than elections to office, and (b) the authority conferred as to each such matter or group of matters is limited by the specification so made. Nothing in regulation X-14 shall prevent the solicitation of a proxy conferring discretionary authority with respect to matters as to which the person solicited does not make the specification provided for above, or with respect to matters not known or determined at the time of the solicitation, or with respect to elections to office: Provided, however, That no authority shall be sought to vote the proxy upon the election of any person to any office (inclusive of that of auditors and members of a committee to select auditors) for which a bona fide nominee is not named in the proxy statement.

Rule X-14A-3. Legibility of Soliciting Material.

Every printed proxy statement and form of proxy, and all related printed material furnished to the persons solicited- in connection with any solicitation subject to section 14 (a) of the Act, other than documents not prepared in connection with the solicitation, shall be set in type not smaller than 10-point roman, at least 2-point leaded; except that financial statements may be set in type not smaller than 8-point roman, if necessary for convenient presentation. Rule X-14A-4. Duty To File Material With Commission and Exchange.

(a) No solicitation subject to section 14 (a) of the Act shall be made unless copies of the following material shall have been filed or mailed,