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.

(e) 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 artifically affect the market price of the security being offered.

Rule 461 Requests for Acceleration of Effective Date

Requests for acceleration of the effective date of a registration statement shall be made in writing by the registrant, the managing underwriters of the proposed issue, and the selling security holders, if any, and shall state the date upon which it is desired that the registration statement shall become effective. If by reason of the expected arrangements in connnection with the offer

ing it is to be requested that the registration statement 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 on which it is desired that the statement shall become effective.

Rule 462 Notice of Delayed or Suspended Offering and Sale of Securities

If within 3 business days after the effective date of the registration statement a bona fide effort is not made to proceed with the offering and sale of the registered securities to the public in accordance with the plan of distribution described in the registration statement, or if the offering or sale of such securities is suspended by the issuer or a principal underwriter within 15 days after the effective date, a notice to that effect, stating the reasons for the delay or suspension shall be filed with the Commission by the issuer or principal underwriter, unless such information is set forth in the prospectus. Such notice shall be sent promptly by telegraph or airmail and if sent by telegraph shall be confirmed in writing within reasonable time by the filing of a signed copy of the notice.

Rule 470 Formal Requirements for Amendments

Except as provided in Rule 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 conform to all pertinent rules applicable to the original registration statement, except that an amendment filed pursuant to section 24 (e) (1) of the Investment Company Act of 1940 shall conform to the appropriate form for registration in effect at the time of filing of the amendment. Rule 471 Signatures to Amendments

(a) Except as provided in paragraph (b) hereof and Rule 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. If the amendment is typewritten, the original "ribbon" copy shall be signed. Unsigned copies shall be conformed.

(b) A registration statement filed in connection with the registration of securities to be offered at competitive bidding may expressly confer authorization upon the agent for service named in the registration statement to amend the registration statement in accordance with the undertaking required by Rule 415 (a) (i). The authorization shall be substantially in the following form:

Each person whose signature appears below hereby authorizes the agent for service named in the registration statement to execute in the name of each such person, and to file, an amendment to the registration statement pursuant to the above undertaking, which amendment may make such other changes in the registration statement as the registrant deems appropriate.

Rule 472 Filing of Amendment-Number of Copies

(a) Three copies of every amendment, other than telegraphic amendments pursuant to Rule 473, shall be filed with the Commission. If an amendment relates to the prospectus, a copy of the amended prospectus and of the cross reference sheet required by Rule 404 (c), if amended, shall be included in each copy of the amendment filed;

except that only the changed pages of the prospectus and the cross reference sheet, if amended, need be included in an amendment filed pursuant to the undertaking referred to in Rule 415 (a) (i).

(b) Where an amendment relates to the prospectus or to financial statements not included in the prospectus, there shall be furnished for use in the examination of the amendment, in addition to the three copies of the amendment required by paragraph (a), five copies of the amended prospectus and the cross reference sheet, if amended, and five copies of the amended financial statements and the related index and certificate and consent of the certifying accountants. This paragraph shall not apply to amendments filed pursuant to the undertaking referred to in Rule 415 (a) (i).

(c) If an exhibit to a registration statement (other than an opinion or a 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' commissions, names, addresses or participations 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, the registrant need not refile such exhibit as so amended; provided the registrant states in the amendment the basis provided in 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.

(d) In addition to the copies of amendments, prospectuses and financial statements required by paragraphs (a) and (b), there shall also be filed two copies of every amendment marked to indicate. clearly and precisely the changes effected in the registration statement by such amendment; provided, that if the registrant is an investment company registered under the Investment Company Act of 1940, three marked copies of the amendment shall be filed. If the amendment alters the text of the prospectus or of any item, exhibit or other document previously filed as a part of the

registration statement, the changes in such text shall be indicated by means of underscoring or in some other appropriate manner.

Rule 473 Delaying Amendments

(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 (i) until the registrant shall file a further amendment which specifically states as provided in paragraph (b) that such registration statement shall thereafter become effective in accordance with section 8 (a) of the Act, or (ii) 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 Securi

ties 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) (i) of this rule 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) 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) may be made by telegram or letter. 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.

Rule 474 Date of Filing of Amendments

The date on which amendments 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.

Rule 475 Amendment Filed With Consent of Commission

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.

Rule 476 Amendment Filed Pursuant to Order of Commission

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.

Rule 477 Withdrawal of Registration Statement or Amendment

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 protec

tion of investors, consents thereto. The application for such consent shall be signed and shall state fully the grounds upon which made. The fee paid upon the filing of the registration statement will not be returned to the registrant. The papers comprising the registration statement or amendment thereto shall not be removed from the files of the Commission but shall be plainly marked with the date of the giving of such consent, and in the following manner: "Withdrawn upon the request of the registrant, the Commission consenting thereto."

Rule 478 Powers to Amend or Withdraw Registration Statement

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 the filing of an amendment as provided in Rule 473; (2) by filing any written consent; (3) by correcting typographical errors; or (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 Rule 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.