Registration Statement Under The Securities Act Of 1933 (Page 3 of 12) in pdf

GENERAL INSTRUCTIONS

Who May Use Form N-14

Form N-14 may be used by all management investment companies registered under the Investment Company Act of 1940 (“1940

Act” or “Investment Company Act”) and business development companies as deﬁned by Section 2(a)(48) of the 1940 Act to register

under the Securities Act of 1933 (“1933 Act” or “Securities Act”) securities to be issued in (1) a transaction of the type speciﬁed in

Securities Act Rule 145(a) [17 CFR 230.145(a)]; (2) a merger in which a vote or consent of the security holders of the company being

acquired is not required pursuant to applicable state law; (3) an exchange offer for securities of the issuer or another person; (4) a

public reoffering or resale of any securities acquired in an offering registered on Form N-14; or (5) two or more of the transactions

listed in (1) through (4) registered on one registration statement.

Registration Fee

Section 6(b) of the 1933 Act and Rule 457 [17 CFR 230.457] thereunder set forth the fee requirements under the 1933 Act. Registrants

relying on Section 24(f) of the 1940 Act, which permits registration of an indeﬁnite number of shares, are directed to Rule 24f-2

under the 1940 Act [17 CFR 270.24f-2] regarding payment of the registration fee. If, contemporaneous with a ﬁling on Form N-

14, an open-end management company is offering its securities to the public by means of a current prospectus under an effective

registration statement, the prospectus included in a registration statement ﬁled on Form N-14 may be used, under Rule 429(a) [17

CFR 230.429(a)], in connection with the securities covered by the earlier registration statement.

Application of Securities Act Rules

Attention is directed to the General Rules and Regulations under the 1933 Act, particularly Regulation C [17 CFR 230.400 et seq.].

That regulation contains general requirements regarding the preparation and ﬁling of registration statements.

Application of Exchange Act Rules

If the registrant or any other person which is a party to the transaction submits a proposal to its security holders entitled to

vote on, or consent to, the transaction in which the securities being registered are to be issued, and that person’s submission to

its security holders is subject to (i) Regulation 14A [17 CFR 240.14a-1 through 14c-101] or 14C [17 CFR 240.14c-1 through

14c-101] under the Securities Exchange Act of 1934 (“1934 Act” or “Exchange Act”) or (ii) the proxy rules under Section 20

of the Investment Company Act [17 CFR 270.20a-1 through 20a-3], then the provisions of those regulations shall apply in all

respects to the submission, except that the prospectus, which may be in the form of a proxy or information statement, shall

contain the information required by this Form in lieu of that required by (i) Schedule 14A [17 CFR 240.14a-101] or 14C [17

CFR 240.l4c-101] of Regulation 14A or 14C and (ii) the proxy rules under Section 20 of the Investment Company Act [17

CFR 270.20a-1 through 20a-3]. It should be noted, however, that if a separate proposal subject to those proxy requirements

(for example, with respect to action to be taken on the election of directors or on an investment advisory contract), is submitted

to security holders, the submission also must comply with the relevant information requirements of Schedule 14A [17 CFR

240.14a-101] or Schedule 14C [17 CFR 240.14c-101] of Regulation 14A or 14C and the Investment Company Act proxy

rules (17 CFR 270.20a-1 through 20a-3]. Copies of the preliminary and deﬁnitive proxy or information statement, form of

proxy or other material ﬁled as part of the registration statement shall be deemed ﬁled pursuant to the requirements of those

regulations. All other soliciting material shall be ﬁled in accordance with that regulation.

If the proxy or information material sent to security holders is not subject to Regulation 14A or 14C, it shall be ﬁled as a part

of the registration statement at the time the statement is ﬁled or as an amendment thereto before the material is used.

Documents Comprising Registration Statement

A registration statement or an amendment to it ﬁled under the 1933 Act shall consist of the facing sheet of the Form, Part A,

Part B, Part C, required signatures, and all other documents which are required or which the registrant elects to ﬁle as a part of the

registration statement.

Preparation of the Registration Statement

Instructions for completing Form N-14 are divided into three parts. Part A pertains to information that must be in the prospectus

required by Section 10(a) of the Securities Act of 1933. Part B pertains to information that must be in the Statement of Additional

Information. Part C pertains to other information that is required to be in the registration statement.

Registration Statement Under The Securities Act Of 1933 Page 3

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