(b) If the registrant or the agent for service fails to respond to such notice by filing a substantive amendment or withdrawing the registration statement and does not furnish a satisfactory explanation as to why it has not done so within such 30 days, the Commission may, where consistent with the public interest and the protection of investors, enter an order declaring the registration statement or amendment abandoned. (c) When such an order is entered by the Commission the papers comprising the registration statement or amendment will not be removed from the files of the Commission but an order shall be included in the file for the registration statement in the following manner: "Declared abandoned by order dated INVESTMENT COMPANIES; BUSINESS DEVELOPMENT COMPANIES Note: The rules which comprise this section of Regulation C (§§230.480 to 230.485) are applicable only to investment companies and business development companies. However, the rules comprising the rest of Regulation C (§§230.400 to 230.479 and §§230.490 to 230.494) are, unless the context specifically indicates otherwise, also applicable to such companies. See §230.400. Title of Securities Reg. §230.480. If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, wherever the title of securities is required to be stated there shall be given such information as will indicate the type and general character of the securities, including the following: (a) In the case of shares, the par or stated value, if any; the rate of dividends, if fixed, and whether cumulative or noncumulative; a brief indication of the preference, if any; and, if convertible, a statement to that effect. (b) In the case of funded debt, the rate of interest; the date of maturity, or, if the issue matures serially, a brief indication of the serial maturities, such as "maturing serially from 1950 to 1960"; if the payment of principal or interest is contingent, an appropriate indication of such contingency; a brief indication of the priority of the issue; and, if convertible, a statement to that effect. (c) In the case of any other kind of security, appropriate information of comparable character. Information Required in Prospectus Reg. §230.481. If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a company that has elected to be regulated as a business development company under sections 55 through 65 of that Act which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, the following provisions apply: (a) The facing page of every registration statement shall set forth the approximate date of proposed sale to the public. Every registration statement shall include, immediately following the facing page, a cross reference sheet showing the location in the prospectus of the information required to be included in the prospectus in response to the items of the form. If any such item is inapplicable, or the answer thereto is in the negative and is omitted from the prospectus, a statement to that effect shall be made in the cross reference sheet. (b) The outside front cover page of any prospectus relating to such registration statement shall contain: (1) The following statement in capital letters printed in boldface roman type at least as large as ten-point modern type and at least two points leaded: "THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE"; and (2) In the case of any prospectus to be used before the effective date of the registration statement (or, in the case of any prospectus that omits information as permitted by Rule 430A under the Securities Act [§230.430A of this chapter], prior to the determination of the initial public offering price), in red ink, the caption "Subject to Completion," the date of its issuance, and the following statement printed in type as large as that generally in the body of the prospectus: Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be acepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. (c) The forepart, or the outside back cover, of any prospectus relating to such registration statement shall include a reasonably detailed table of contents showing the subject matter of the various sections or subdivisions of the prospectus and the page number on which each section or subdivision begins. (d) The inside front cover page of any prospectus relating to such registration statement shall contain: (1) If the registrant or any of the underwriters know or has reason to believe that there is an intention to over allot or that the price of any security may be stabilized to facilitate the offering of the registered securities, a statement in substantially the following form, subject to appropriate modification where circumstances require. Such statement shall be in capital letters, printed in boldface roman type at least as large as ten-point modern type and at least two points leaded: "IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF (identify each class of securities in which such transactions may be effected) AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON (identify each exchange on which stabilizing transactions may be effected. If none, omit this sentence.) SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME"; and (2) If the stabilizing began prior to the effective date of the registration statement, disclosure of the amount of securities bought, the prices at which they were bought and the period within which they were bought. In the event that Rule 430A (§230.430A of this chapter) is used, the prospectus filed pursuant to Rule 497(h) (§230.497(h) of this chapter) or included in a post-effective amendment must include information as to stabilizing transactions effected prior to the determination of the public offering price set forth in such prospectus. (e) If the securities being registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public after expiration of the rights offering period, there shall be set forth on the inside front cover, or elsewhere, in the prospectus used in connection with the reoffering. (1) The amount of securities bought in stabilization activities during the rights offering period and the price, or range of prices, at which such securities were bought, (2) The amount of the offered securities subscribed for during such period, (3) The amount of the offered securities subscribed for by the underwriters during such period, (4) The amount of the offered securities sold during such period by the underwriters and the price, or range of prices, at which such securities were sold, and (5) The amount of the offered securities to be reoffered to the public and the public offering price. (f) (1) The inside front cover page or the back cover page of any prospectus relating to such registration statement shall contain the statement in paragraph (f)(2) of this section, inserting the expiration date of the period prescribed by section 4(3) of the Act and Rule 174 (17 CFR 230.174) thereunder, except that this statement need not be included if, pursuant to Rule 174, dealers are not required to deliver a prospectus, or if the exemption provided by section 4(3) of the Act is not applicable because of the provisions of section 24(d) of the Investment Company Act of 1940. If such expiration date is not known on the effective date of the registration statement, it shall be included in the prospectus copies of which are required to be filed pursuant to Rule 424(b) (§230.424(b)). (2) The following statement required by paragraph (f)(1) of this section shall be printed in boldface type or italic type at least as large as eight point modern type and at least to points leaded: Until (insert date) all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Advertising by an Investment Company as Satisfying Requirements of Section 10 Reg. $230.482. (a) An advertisement, other than one excepted from the definition of prospectus by section 2(10) of the Act and rule 134 thereunder, shall be deemed to be a prospectus under section 10(b) of the Act for the purpose of section 5(b)(1) of the Act if (1) It is with respect to an investment company registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, (2) It contains only information the substance of which is included in the section 10(a) prospectus, (3) It states, conspicuously, from whom a prospectus containing more complete information may be obtained and that an investor should read that prospectus carefully before investing, and (4) It contains the statement required by Rule 481(b)(2) under the Securities Act [§230.481(b)(2) of this chapter] when used prior to effectiveness of the company's registration statement or, in the case of a registration statement that becomes effective omitting certain information from the prospectus contained in the registration statement in reliance upon Rule 430A under the Securities Act [§230.430A of this chapter], when used prior to the determination of the public offering price. (b) An advertisement made pursuant to paragraph (a) of this section need not contain the statement required by Rule 481(b)(1) (§230.481(b)(1)). (c) An advertisement made pursuant to paragraph (a) of this section need not be filed as part of the registration statement filed under the Act. Note. Such advertisement must, however, be otherwise filed in accordance with the requirements of Rule 424 (17 (d) In the case of an investment company which holds itself out to be a "money market" fund or has an investment policy calling for investment of at least 80% of its assets in debt securities maturing in 13 months or less, any quotation of such company's yield contained in such advertisement shall be: (1) a quotation of current yield based on the method of computation prescribed in Form N-1 (set forth in §§239.15 and 274.11 of this chapter), Form N-1A (set forth in §§239.15A and 274.11A of this chapter), Form N-3 (set forth in §§239.17a and 274.11b of this chapter), or Form N-4 (set forth in §§239.17b and 274.11c of this chapter), and identifying the length of and the date of the last day in the base period used in computing that quotation, or (2) a quotation of current yield described in clause (1) above and a corresponding quotation of effective yield determined in accordance with the instructions as to the calculation of effective yield quotations contained in Forms N-1, N-1A, N-3, or N-4. Note.-Registrants that charge nonrecurring fees, such as one-time sales or account set-up charges, must disclose, in such advertisement, that these fees are charges and that they reduce the advertised yield. Exhibits for Certain Registration Statements Reg. §230.483. If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, the following provisions apply: (a) Such registration statement shall contain an exhibit index, which should immediately precede the exhibits filed with such registration statement. The exhibit index shall indicate by handwritten, typed, printed or other legible form of notation in the manually signed original registration statement the page number in the sequential numbering system where such exhibit can be found. Where exhibits are incorporated by reference, this fact shall be noted in the exhibit index referred to in the preceding sentence. Further, the first page of the manually signed registration statement shall list the page in the filing where the exhibit index is located. (b) If any name is signed to the registration statement pursuant to a power of attorney, copies of such powers of attorney shall be filed as an exhibit to the registration statement. In addition, if the name of any officer signing on behalf of the registrant, or attesting the registrant's seal, is signed pursuant to a power of attorney, certified copies of a resolution of the registrant's board of directors authorizing such signature shall also be filed as an exhibit to the registration statement. (c) All written consents are required to be filed as an exhibit to the registration statement, together with a list thereof. Such consents shall be dated and manually signed. Where the consent of an expert or counsel is contained in this report or opinion, a reference shall be made in the list to the report or opinion containing the consent. (d) The registrant: (1) 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; (2) 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, 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 filing of copies of any documents so omitted; and (3) If an exhibit to a registration statement (other than an opinion or 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' commission, names, addresses or participation 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 role or form, need not refile such exhibit as so amended: provided the registrant states in the amendment to the registration statement the basis provided by 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. Undertaking Required in Certain Registration Statements Reg. $230.484. If a registration statement is prepared on a form available solely to investment companies registered under the Investment Company Act of 1940, or a business development company which is selling or proposing to sell its securities pursuant to a registration statement which has been filed under the Act, if: (a) any acceleration is requested of the effective date of the registration statement pursuant to Rule 461 (§230.461), and (b) (1) any provision or arrangement exists whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under the Act, or (2) the underwriting agreement, contains provisions by which indemnification against such liabilities is given by the registrant to the underwriter or controlling persons of the underwriter and the director, officer or controlling person of the registrant is such an underwriter or controlling person thereof or a member of any firm which is an underwriter, and (3) the benefits of such indemnification are not waived by such persons; the registration statement shall include a brief description of the indemnification provisions and an undertaking in substantially the following form: Insofar as indemnification for liability 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. Effective Date of Post-Effective Amendments Filed by Certain Registered Investment Companies Reg. §230.485. (a) Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open-end management investment company or unit investment trust, other than a registered separate account as defined in section 2(a)(37) of the Investment Company Act of 1940 [15 U.S.C. 80a-2(a)(37)], shall become effective on the sixtieth day after the filing thereof, or such later date designated by the registrant on the facing sheet of the amendment, which date shall not be later than eighty days after the date on which the amendment is filed, Provided, That the Commission, having due regard to the public interest and the protection of investors, may declare an amendment filed pursuant to this paragraph effective on an earlier date. (b) Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open-end management investment company or unit investment trust, other than a registered separate account as defined in section 2(a)(37) of the Investment Company Act of 1940 [15 U.S.C. 80a-2(a)(37)], shall become effective on the date upon which it is filed with the Commission, or such later date designated by the registrant on the facing sheet of the amendment, which date shall be not later than twenty days after the date on which the amendment is filed, provided that the following conditions are met: (1) It is filed for no purpose other than one or more of the following: (i) Increasing the number or amount of securities proposed to be offered pursuant to section 24(e)(1) of the (ii) Registering an indefinite number or amount of securities pursuant to section 24(f) of the Investment Com- (iii) Bringing the financial statements and other information up to date pursuant to section 10(a)(3) of the Act, and in conjunction therewith, making such other non-material changes as the registrant deems appropriate; and (iv) Complying with an undertaking to file an amendment containing financial statements, which may be unaudited, within four to six months after the effective date of the registrant's registration statement under the Securities Act of 1933 [15 U.S.C. 77a et seq.]. (2) Any prospectus or Statement of Additional Information filed as a part of such amendment does not include disclosure relating to any of the following events to the extent that such events have occurred since the effective date of the registrant's registration statement or the effective date of its most recent post-effective amendment thereto which included a prospectus or Statement of Additional Information, whichever is later, unless such events are disclosed in a post-effective amendment filed pursuant to paragraph (a) of this section which has not yet become effective: (i) (ii) Termination of an investment advisory contract; A change in the registrant's investment objectives, in any of its policies listed in section 8(b)(1) of the Investment Company Act of 1940 [15 U.S.C. 80a-8(b)(1)], or in any other investment policy which the registrant deems fundamental or which, pursuant to section 13 of the Investment Company Act of 1940 [15 U.S.C. 80a-13], is changeable only by shareholder vote; (iii) Suspension of sales or redemptions of securities issued by the registrant; (iv) Resignation of any of the registrant's directors, unless the registrant represents that such director did not resign due to disagreement with the registrant on any matter relating to the registrant's operations, policies or practices; (v) A change in the registrant's independent public accountant, unless the registrant represents that there were no disagreements with the former accountant on any matter of accounting principles or practices or financial statement disclosures; or (vi) If registrant is a unit investment trust the assets of which do not consist solely of securities issued by a management investment company, and substitution by the depositor or trustee of the trust of securities held by the trust with a value of 5% or more of the trust's net assets; and (3) The registrant represents that no material event requiring disclosure in the prospectus, other than one listed in paragraph (b)(1) of this section, has occurred since the latest of the following three dates: (ii) the effective date of its most recent post-effective amendment to its registration statement which included a prospectus; or (iii) the filing date of a post-effective amendment filed pursuant to paragraph (a) of this section which has not become effective; and (4) Such amendment recites on the facing sheet thereof that the registration proposes that the amendment will become effective pursuant to paragraph (b) of this section. (c) No amendment shall become effective pursuant to paragraph (a) of this section if, prior to the effective date of such amendment, it should appear to the Commission that the amendment may be incomplete or inaccurate in any material respect, and the Commission furnishes to the registrant written notice that the effective date of the amendment is to be suspended. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition. If the Commission has suspended the effective date of an amendment, the amendment shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors. (d) (1) Except as provided in paragraph (d)(2) of this section, a post-effective amendment which includes a prospectus shall not become effective pursuant to paragraph (a) of this section if a subsequent post-effective amendment relating to such prospectus is filed before such amendment becomes effective. |