Item 5. Signature.

The statement shall be dated and signed in the following manner:

I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief.

(Date)

(Signature of participant or authorized representative)

Instruction. If the statement is signed on behalf of a participant by the latter's authorized representative, evidence of the representative's authority to sign on behalf of such participant shall be filed with the statement.

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INSPECTION AND PUBLICATION OF INFORMATION FILED UNDER THE ACT

Rule 24b-1. Documents To Be Kept Public by Exchanges.

Upon action of the Commission granting an exchange's process application for registration or exemption, the exchange shall make available to public inspection at its offices during reasonable office hours a copy of the statement and exhibits filed with the Commission (including any amendments thereto) except those portions thereof to the disclosure of which the exchange shall have filed objection pursuant to Rule 24b-2 which objection shall not have been overruled by the Commission pursuant to section 24 (b).

Rule 24b-2. Nondisclosure of Information Filed With the Commission and With an Exchange.

Any person filing any application, report, or document under the Act may make written objection to the public disclosure of any information contained therein in accordance with the procedure set forth below :

(a) The person shall omit from the application, report, or document, when it is filed, the portion thereof which it desires to keep undisclosed (hereinafter called the confidential portion). In lieu thereof, it shall indicate at the appropriate place in the application, report, or document that the confidential portion has been so omitted and filed separately with the Commission.

(b) The person shall file with the copies of the application, report, or document filed with the Commission

(1) As many copies of the confidential portion, each clearly marked "CONFIDENTIAL TREATMENT," as there are copies of the application, report, or document filed with the Commission and with each exchange. Each copy shall contain the complete text of the item and, notwithstanding that the confidential portion does not constitute the whole of he answer, the entire answer thereto; except that in case the confidential portion is part of a financial statement or schedule, only the particular financial statement or schedule need be included. All copies of the confidential portion shall be in the same form as the remainder of the application, report, or document.

(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 of the application, report, or document which has been omitted; (ii) a statement of the grounds of objection; (iii) either a consent that the Commission shall determine the question of public disclosure upon the basis of the application and without a hearing, or a request for a hearing on the question of public disclosure, if that is desired; (iv) the name of each exchange with which the application, report, or document is filed.

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 Chairman, Securities and Exchange Commission, Washington 25, D.C.

(c) Pending the determination by the Commission as to the objection filed in accordance with paragraph (b), the confidential portion will be kept undisclosed. (d) If the Commission determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the application, report, or document.

(e) Prior to any determination overruling the objection, if a hearing shall have been requested in accordance with paragraph (b), at least 10 days' notice of the time and place of such hearing will be given by registered mail to the person or his agent for service. Failure of any person making an application pursuant to paragraph (b) to request a hearing, to appear at such hearing, or to offer evidence at the hearing in support of his application, shall be deemed a consent by such person to the submission of his objection for determination by the Commission. In any case in which a hearing has been held, the Commission need consider only such grounds of objection as shall have been supported by evidence adduced at the hearing and the failure at the hearing to adduce evidence in support of any ground of objection may be deemed by the Commission a waiver thereof.

(f) If after such hearing the Commission determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the application, report, or document.

(g) If such hearing either (i) shall not have been requested, or (ii) if requested, shall have been held, and the Commission shall have determined that disclosure of the confidential portion is in the public interest, a finding and determination to that effect will be entered and notice of the finding and determination will be sent by registered mail to the person or his agent for service. (h) If such finding and determination are made with respect to the confidential portion of an application, report, or document filed pursuant to section 12 or 13 of the Act, the registration of the securities with respect to which the application, report, or document was filed may be withdrawn at any time within fifteen days of the dispatch of notice by registered mail of such finding and determination. Such withdrawal shall be effected as follows:

(1) The issuer shall file with the Commission a written notification of withdrawal.

(2) Upon receipt of such notification, the Commission will send confirmed telegraphic notice thereof to each exchange on which the securities are registered. (3) The registration shall continue in effect until, and shall terminate on, the close of business of the tenth day after the dispatch of such telegraphic notice to the exchange by the Commission.

(4) All applications, reports, or documents filed in connection with the registration shall be retained by the Commission and the exchange on which filed, and shall be plainly marked: "Registration withdrawn as of----

(date of termination of registration)" except that all copies of the confidential portion will be returned to the issuer.

(i) The confidential portion shall be made available to the public at the time and according to the conditions specified below:

(1) Upon the lapse of fifteen days after the dispatch of notice by registered mail of the finding and determination of the Commission described in paragraph (g), if prior to the lapse of such fifteen days the person shall not have filed a written statement that he intends in good faith to seek judicial review of the finding and determination;

(2) Upon the lapse of sixty days after the dispatch of notice by registered mail of the finding and determination of the Commission, if the statement described in subparagraph (1) immediately above shall have been filed and if a petition for review shall not have been filed within such sixty days; or

(3) If such petition for review shall have been filed within such sixty days, upon final disposition, adverse to the person, of the judicial proceedings. (j) If the confidential portion is made available to the public, one copy thereof shall be attached to each copy of the application, report, or document filed with the Commission and with each exchange.

Rule 24b-3. Information Filed by Issuers and Others Under Sections 12, 13, 14, and 16.

(a) Except as otherwise provided in this rule and in Rule 17a-6, each exchange shall keep available to the public, under reasonable regulations as to the manner of inspection, during reasonable office hours, all information regarding a security registered on such exchange which is filed with it pursuant to sections 12, 13, 14, or 16, or any rules or regulations thereunder. This requirement shall not apply to any information to the disclosure of which objection has been filed pursuant to Rule 24b-2, which objection shall not have been overruled by the Commission pursuant to section 24(b). The making of such information avail

able pursuant to this rule shall not be deemed a representation by any exchange as to the accuracy, completeness, or genuineness thereof.

(b) In the case of an application for registration of a security pursuant to section 12 an exchange may delay making available the information contained therein until it has certified to the Commission its approval of such security for listing and registration.

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[From Investment Company Act of 1940]

Transactions of Certain Affiliated Persons and Underwriters

SEC. 17. (a) It shall be unlawful for any affiliated person or promoter of or principal underwriter for a registered investment company (other than a company of the character described in section 12 (d) (3) (A) and (B)), or any affiliated person or such a person, promoter, or principal underwriter, acting as principal

(1) knowingly to sell any security or other property to such registered company or to any company controlled by such registered company, unless such sale involves solely (A) securities of which the buyer is the issuer, (B) securities of which the seller is the issuer and which are part of a general offering to the holders of a class of its securities, or (C) securities deposited with the trustee of a unit investment trust or periodic payment plan by the depositor thereof;

(2) knowingly to purchase from such registered company, or from any company controlled by such registered company, any security or other property (except securities of which the seller is the issuer); or

(3) to borrow money or other property from such registered company or from any company controlled by such registered company (unless the borrower is controlled by the lender) except as permitted in section 21(b). (b) Notwithstanding subsection (a), any person may file with the Commission an application for an order exempting a proposed transaction of the applicant from one or more provisions of that subsection. The Commission shall grant such application and issue such order of exemption if evidence establishes that

(1) the terms of the proposed transaction, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned;

(2) the proposed transaction is consistent with the policy of each registered investment company concerned, as recited in its registration statement and reports filed under this title; and

(3) the proposed transaction is consistent with the general purposes of this title.

(c) Notwithstanding subsection (a), a person may, in the ordinary course of business, sell to or purchase from any company merchandise or may enter into a lessor-lessee relationship with any person and furnish the services incident thereto.

(d) It shall be unlawful for any affiliated person of or principal underwriter for a registered investment company (other than a company of the character described in section 12(d) (3) (A) and (B)), or any affiliated person of such a person or principal underwriter, acting as principal to effect any transaction in which such registered company, or a company controlled by such registered company, is a joint or a joint and several participant with such person, principal underwriter, or affiliated person, in contravention of such rules and regulations as the Commission may prescribe for the purpose of limiting or preventing participation by such registered or controlled company on a basis different from or less advantageous than that of such other participant. Nothing contained in this subsection shall be deemed to preclude any affiliated person from acting as manager of any underwriting syndicate or other group in which such registered or controlled company is a participant and receiving compensation therefor.

(e) It shall be unlawful for any affiliated person of a registered investment company, or any affiliated person of such person

(1) acting as agent, to accept from any source any compensation (other than a regular salary or wages from such registered company) for the purchase or sale of any property to or for such registered company or any con

trolled company thereof, except in the course of such person's business as an underwriter or broker; or

(2) acting as broker, in connection with the sale of securities to or by such registered company or any controlled company thereof, to receive from any source a commission, fee, or other remuneration for effecting such transaction which exceeds (A) the usual and customary broker's commission if the sale is effected on a securities exchange, or (B) 2 per centum of the sales price if the sale is effected in connection with a secondary distribution of such securities, or (C) 1 per centum of the purchase or sale price of such securities if the sale is otherwise effected unless the Commission shall, by rules and regulations or order in the public interest and consistent with the protection of investors, permit a larger commission.

(f) Every registered management company shall place and maintain its securities and similar investments in the custody of (1) a bank having the qualifications prescribed in paragraph (1) of section 26(a) for the trustees of unit investment trusts; or (2) a company which is a member of a national securities exchange as defined in the Securities Exchange Act of 1934, subject to such rules and regulations as the Commission may from time to time prescribe for the protection of investors; or (3) such registered company, but only in accordance with such rules and regulations or orders as the Commission may from time to time prescribe for the protection of investors. Rules, regulations, and orders of the Commission under this subsection, among other things, may make appropriate provision with respect to such matters as the earmarking, segregation, and hypothecation of such securities and investments, and may provide for or require periodic or other inspections by any or all of the following: Independent public accountants, employees and agents of the Commission, and such other persons as the Commission may designate. No such member which trades in securities for its own account may act as custodian except in accordance with rules and regulations prescribed by the Commission for the protection of investors.

(g) The Commission is authorized to require by rules and regulations or orders for the protection of investors that any officer and employee of a registered management investment company who may singly, or jointly with others, have access to securities or funds of any registered company, either directly or through authority to draw upon such funds or to direct generally the disposition of such securities, be bonded by a reputable fidelity insurance company against larceny and embezzlement in such reasonable minimum amounts as the Commission may prescribe.

(h) After one year from the effective date of this title, neither the charter. certificate of incorporation, articles of association, indenture of trust, nor the bylaws of any registered investment company, nor any other instrument pursuant to which such a company is organized or administered, shall contain any provision which protects or purports to protect any director or officer of such company against any liability to the company or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

In the event that any such instrument does not at the effective date of this Act comply with the requirements of this subsection (h) and is not amended to comply therewith prior to the expiration of said one year, such company may nevertheless continue to be a registered investment company and shall not be deemed to violate this subsection if prior to said expiration date each such director or officer shall have filed with the Commission a waiver in writing of any protective provision of the instrument to the extent that it does not comply with this subsection, and each such person subsequently elected or appointed shall before assuming office file a similar waiver.

(i) After one year from the effective date of this title no contract or agreement under which any person undertakes to act as investment adviser of, or principal underwriter for, a registered investment company shall contain any provision which protects or purports to protect such person against any liability to such company or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of his duties, or by reason of his reckless disregard of his obligations and duties under such contract or agreement.

In the event that any such contract or agreement does not at the effective date of this Act comply with the requirements of this subsection (i) and is not amended to comply therewith prior to the expiration of said one year, this subsection shall not be deemed to have been violated if prior to said expiration date each such investment adviser or prinicpal underwriter shall have filed

with the Commission a waiver in writing of any protective provision of the contract or agreement to the extent that it does not comply with this subsection.

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Proxies; Voting Trusts; Circular Ownership

SEC. 20. (a) It shall be unlawful for any person, by use of the mails or any means or instrumentality of interstate commerce or otherwise, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security of which a registered investment company is the issuer in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. (b) It shall be unlawful for any registered investment company or affiliated person thereof, any issuer of a voting-trust certificate relating to any security of a registered investment company, or any underwriter of such a certificate, by use of the mails or any means or instrumentality of interstate commerce, or otherwise, to offer for sale, sell, or deliver after sale, in connection with a public offering, any such voting-trust certificate. The prohibitions of this subsection shall not apply to a class of voting-trust certificates, if any certificate of such class was made the subject of a public offering by the issuer or by or through an underwriter prior to March 15, 1940.

(c) No registered investment company shall purchase any voting security if, to the knowledge of such registered company, cross-ownership or circular ownership exists, or after such acquisition will exist, between such registered company and the issuer of such security. Cross-ownership shall be deemed to exist between two companies when each of such companies beneficially owns more than 3 per centum of the outstanding voting securities of the other company. Circular ownership shall be deemed to exist between two companies if such companies are included within a group of three or more companies, each of which

(1) beneficially owns more than 3 per centum of the outstanding voting securities of one or more other companies of the group; and

(2) has more than 3 per centum of its own outstanding voting securities beneficially owned by another company, or by each of two or more other companies, of the group.

(d) If on the effective date of this title cross-ownership or circular ownership exists between a registered investment company and any other company or companies, it shall be the duty of such registered company, within five years after such effective date, to eliminate such cross-ownership or circular ownership. If at any time after the effective date of this title cross-ownership or circular ownership between a registered investment company and any other company or companies comes into existence upon the purchase by a registered investment company of the securities of another company, it shall be the duty of such registered company, within one year after it first knows of the existence of such cross-ownership or circular ownership, to eliminate the same.

Loans

SEC. 21. It shall be unlawful for nay registered management company to lend money or property to any person, directly or indirectly, if—

(a) the investment policies of such registered company, as recited in its registration staement and reports filed under this title, do not permit such a loan; or

(b) such person controls or is under common control with such registered company; except that the provisions of this paragraph shall not apply to the extension or renewal of any such loan made prior to March 15, 1940, or to any loan from a registered company to a company which owns all of the outstanding securities of such registered company, except directors' qualifying shares.

Registration of Securities Under Securities Act of 1933

SEC. 24. (a) In registering under the Securities Act of 1933 any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act, may file a registration statement containing the following information and documents:

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