(c) All information included in a summary prospectus, other than the statements specified below, 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 and no information, other than the capitalization table and the summary of earnings, need be given in tabular form. 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 contain the further statement required by Rule 433 (b).

(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 OR NAMES)

Copies of a summary prospectus filed with the Commission pursuant to paragraph (g), may omit the names of persons from whom the complete prospectus may be obtained.

(f) The summary prospectus may be printed, mimeographed, typewritten or prepared by any other process which will result in clearly legible copies. If printed, it shall be set in roman type at least as large as 10-point modern type with a leading of at least 2 points: Provided, That financial or other tabular data need only be set in type at least as large as 8-point modern type with a leading of at least 2 points. 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 with the registration statement as a part thereof, 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.

Rule 435 Formal Requirements as to Consents All written consents filed with the registration statement pursuant to section 7 of the Act or pursuant to these rules shall be dated and signed manually. A list of such consents shall be filed with the registration statement. Where the consent of an expert is contained in his report, a reference shall be made in the list to the report containing the consent.

Rule 436 Consents Required in Special Cases

(a) If any portion of the report of an expert is quoted or summarized as such in the registration statement or in a prospectus the written consent of the expert shall expressly state that the expert 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 person 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 with the registration statement.

Rule 437 Application To Dispense With Consent

An application to the Commission to dispense with any written consent of an expert pursuant

Rule 445 Additional Exhibits

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 hardships 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.

Rule 438 Consents of Persons About To Become Directors

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.

Rule 439 Consent To Use of Material Incorporated by Reference

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 with the registration statement even though the material is incorporated therein by reference.

The registrant 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.

Rule 446 Omission of Substantially Identical Documents

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, the registrant 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 the filing of copies of any documents so omitted.

Rule 455 Place of Filing

Rule 447 Incorporation of Exhibits by Ref

erence

(a) Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference as an exhibit to any registration statement.

(b) 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 any such modification and the date thereof.

(c) If the number of copies of any document filed is less than the number required to be filed with the registration statement which incorporates such document as an exhibit, the registrant shall file with the registration statement as many additional copies of the document as may be necessary to meet the requirements of such statement.

All registration statements and other papers filed with the Commission shall be filed at its principal office, except as otherwise provided in Rule 415. Such material may be filed by delivery to the Commission through the mails or otherwise.

Rule 456 Date of Filing

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.

Rule 457 Computation of Fee

(a) At the time of filing a registration statement, or any amendment thereto pursuant to the provisions of section 24 (e) (1) of the Investment Company Act of 1940 as amended, the registrant shall pay to the Commission a fee of one one-hundredths of 1 percent of the maximum aggregate price at which the securities are proposed to be offered, but in no case shall such fee be less than $25.

(b) 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 at which securities of the same class were sold, or upon the average of the bid and asked prices of such securities, on a specified date within 15 days prior to the date of filing of the registration statement.

(c) 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 15 days prior to the date of filing, in accordance with the method to be used in calculating the daily offering price.

(d) 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.

(e) Where securities are to be offered in exchange for other securities (except where such exchange results from the exercise of a conversion privilege) 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 in the

exchange as established by bona fide transactions as of a specified date within 15 days prior to the date of filing.

(2) If there is no market for the securities to be received by the registrant in the exchange, 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, 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 or paid by the registrant in connection with the exchange, the amount thereof shall be deducted from or added to, as the case may be, the value of the securities to be received by the registrant in exchange as computed in accordance with (1) or (2) above.

(4) Securities to be offered directly or indirectly in exchange for certificates of deposit shall be deemed to be offered in exchange for the securities represented by the certificates of deposit. Rule 458 Payment of Fees

(a) All payments of fees shall be made in cash or by United States postal money order, certified check, bank cashier's check or bank money order payable to the Securities and Exchange Commission, omitting the name or title of any official of the Commission.

(b) Payments may be rounded to the nearest dollar. Amounts less than $1 due the Commission will be waived except that in no case may the amount waived reduce the amount due to less than $25.

(c) Refunds of less than $1 due issuers will be made only upon request of the issuer. Refunds of $1 or more due issuers may be waived by the issuer.

Rule 459 Calculation of Effective Date

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 19 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.

Rule 460 Preparation and Distribution of Preliminary Prospectus

(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 will 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) 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 433 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

(c) Notwithstanding the provisions of paragraphs (a) and (b), in the event that the form of preliminary prospectus, which has been distributed by the issuer or underwriter, is found to be inaccurate or inadequate in material respects, acceleration of the effective date of a registration statement will not be granted 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.

(d) Notwithstanding the provisions of the preceding paragraphs of this Rule 460, the granting of acceleration will not be conditioned upon the distribution of a preliminary prospectus in any State where such distribution would be illegal.

(e) Notwithstanding the provisions of the preceding paragraphs of this Rule 460, the granting of acceleration will not be conditioned upon 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 paragraph (a) (ii) of Rule 415 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 securities currently offered by an issuer described in the last sentence of section 24 (d) of the Investment Company Act of 1940 as amended.

(ƒ) In addition, in passing upon requests for acceleration, the Commission will consider whether there has been a bona fide effort to make the prospectus reasonably concise and readable, so as to facilitate an understanding of the information required or permitted to be contained in the prospectus.

Note

Having due regard to the adequacy of information respecting the issuer 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 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 Rule 461, to permit acceleration of the effective date of a registration statement as soon as practicable after the filing of an appropriate amendment correcting the deficiencies therein, if any, and setting forth the offering price and related terms (if the price and terms of offering were not originally included in the registration statement).

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:

(a) Where, by reason of any charter provision, by-law, contract, arrangements, statute, or otherwise, provision is made for indemnification by the

registrant of a director, officer or controlling person of the registrant against liabilities arising under the Act, unless waiver is obtained from such officer, director or controlling person of the benefits of such indemnification with respect to the proposed offering or there is included in the registration statement a brief description of the indemnification provision and an undertaking in substantially the following form:

Insofar as indemnification for liabilities 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.

(b) Where the underwriting agreement with reference to the securities being registered contains provisions by which indemnification against liabilities arising under the Act are given by the registrant to the underwriter or controlling persons of the underwriter and a director, officer or controlling person of the registrant is such an underwriter or a controlling person thereof or member of any firm which is such an underwriter unless a waiver or an undertaking of the character specified in paragraph (a) is included in the registration statement.

(c) Where the Commission is currently making an investigation of the issuer, a person controlling the issuer, or one of the underwriters of the securities to be offered, pursuant to any of the Acts administered by the Commission.

(d) Where one or more of the underwriters, although firmly committed to purchase securities covered by the registration statement, are subject to and do not meet the financial responsibility requirements of Rule 15c3-1 under the Securities Exchange Act of 1934. For the purposes of this