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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0074 Expires: April 30, 1990

REGULATION C

REGISTRATION

Application of 8230.400 to $230.494, Inclusive

Reg. 8230.400. 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 $8230.400 to 230.494.

GENERAL REQUIREMENTS

Requirement 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) The form and contents of an amendment to a registration statement and prospectus other than an amendment described

in paragraph (b) of this section shall conform to the applicable rules and forms as in effect on the filing date of the latest amendment described in paragraph (b) of this section or, if no such amendment has been filed, on the initial

filing date of the registration statement and prospectus. (d) The forms 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 regis

tration 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) A registration statement or any amendment thereto shall be deemed to be filed on the proper form unless objection

to the form is made by the Commission prior to the effective date.

Number of Copies-Binding-Signatures

Reg. 8230.402. (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 manually 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.

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

87 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 8/2 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 of 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) The registration statement proper shall be in the English language. If any exhibit or other paper or document filed

as part of the registration statement is in a foreign language, it shall be accompanied by a summary, version or transla

tion in the English language. (d) The manually signed original (or in the case of duplicate originals, one duplicate original) of all registrations, applica

tions, 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

For registration statements on Form N1-A, see Rule 495 at ( 10,846.

Reg. $230.404.

(a) A registration statement shall consist of the facing sheet of the applicable form cross reference sheet; a prospectus

containing the information called for by Part 1 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 called 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 (8230.411).

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Definitions of Terms

Reg. 8230.405. Unless the context otherwise requires, all terms used in $8230.400 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. The term “business development company” refers to a company which has elected to be regulated as a business development 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.

Employee. The term "employee" does not include a director, trustee, or officer.

Employee benefit plan. The term "employee benefit plan” means any purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, “pension or similar plan” solely for employees, directors, trustees or officers.

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 optica? 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, adninistration 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.

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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 he.d 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 the issuer 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.

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 uncorporated.

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 ini

tiative 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, di

rectly 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 para

graph 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 section may be referred to as “found

ers” 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 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 year. Computational Note: For purposes of making the prescribed income test the following guidance should be applied:

1. 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.

2. 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.

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 Note: 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.

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 (8239.16b of this chapter) or on Form S-3, F-2, F-3 (8239.13, 32 or 33 of this chapter) relating to a dividend or interest reinvestment plan, or on Form S-4 (8239.25 of this chapter) complying with General Instruction G of that Form or on Form F-4 (8239.34 of this chapter) complying with General Instruction F of that Form, or if the material filed is a registration statement that does not contain a delaying amendment pursuant to Rule 473 (8230.473 of this

chapter), the person shall comply with the procedure in paragraph (b) prior to the filing of a registration statement. (6) 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:

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