Registration Statement Under The Securities Act Of 1933 (Page 4 of 12) in pdf

Part A:

The Prospectus

The purpose of the prospectus is to provide essential information about the registrant and the transaction in a way that will assist

investors in making informed decisions about whether to purchase the securities being offered. Because investors who rely on the

prospectus may not be sophisticated in legal or ﬁnancial matters, care should be taken that the information in the prospectus is set

forth in a clear, concise, and understandable manner. Extensive use of technical or legal terminology or complex language and the

inclusion of excessive detail may make the prospectus difﬁcult for many investors to understand and may, therefore, detract from

its usefulness. Accordingly, registrants should adhere to the following guidelines in responding to the items in Part A:

Responses to these items, particularly those that call for a brief description, should be as simple and direct as possible and

should include only information needed to understand the fundamental characteristics of the registrant. Brevity is particularly

important in describing practices or aspects of the registrant’s operations that do not differ materially from those of other

investment companies.

Descriptions of practices that are necessitated or otherwise affected by legal requirements should generally not include detailed

discussions of the law.

Responses to those items that use terms such as “list” or “identify” should include only a minimum explanation of the matters

being listed or identiﬁed.

The so-called President’s Letter, which provides a summary of the proposed transaction, may be used as the initial or introductory

document to the Part A prospectus.

Part B:

Statement of Additional Information

Part B of the Registration Statement consists of additional information about the registrant and the company being acquired and

certain ﬁnancial information that the Commission has concluded is not necessary or appropriate in the public interest or for the

protection of investors to require in the prospectus, if the registrant complies with certain conditions.

The Statement of Additional Information or information in response to Item 6 of Form N-14 need not be included in the prospectus

or accompany it when sent to shareholders provided that: (1) the prospectus is sent (by ﬁrst class mail or any other means designed

to assure reasonably prompt delivery) or given to prospective investors at least 20 business days prior to (a) the date on which

the meeting of security holders is held or (b) if no meeting is held, the earlier of the date of the vote, consent or authorization, the

date the transaction is consummated or the date the securities are purchased, or (c) in the case of an exchange offer subject to the

tender offer rules, the scheduled expiration date of the offer; (2) the cover page of the prospectus (or proxy statement in the case of

a prospectus in the form of a proxy statement) states that the Statement of Additional Information is available upon oral or written

request and without charge (if the registrant has a toll-free telephone number for use by prospective investors that number must

be provided); in addition, a self-addressed card for requesting the Statement of Additional Information must also accompany the

prospectus unless the toll-free telephone number is provided, and; (3) if a request for the Statement of Additional Information is

received by the registrant, the statement must be sent within one business day of receipt of the request and must be sent by ﬁrst

class mail or other means designed to ensure equally prompt delivery.

The statutory provisions relating to the dating of the prospectus apply equally to the dating of the Statement of Additional Information

for purposes of Rule 423 under the 1933 Act [17 CFR 230.423]. Furthermore, the Statement of Additional Information should be

made available to investors as of the same time that the prospectus becomes available for purposes of Rule 430 under the 1933 Act

[17 CFR 230.430].

Incorporation by Reference and Delivery of Prospectuses or Reports Filed with the Commission

If any party to a transaction registered on Form N-14 is registered under the 1940 Act and has a current prospectus which meets

the requirements of Section 10(a)(3) of the 1933 Act or is current in its reports ﬁled pursuant to Section 30(d) of the 1940 Act, the

registrant may, if it so elects, incorporate by reference the prospectus, the corresponding Statement of Additional Information, or

reports, or any information in the prospectus, the corresponding Statement of Additional Information, or reports, which satisﬁes the

disclosure required by Items 5, 6, and 11 through 14 of this Form. If the registrant elects to incorporate information by reference

into the prospectus, a copy of each document from which information is incorporated by reference must accompany the registration

statement ﬁled with the Commission and the prospectus. Notwithstanding the foregoing the registrant may, at its discretion, incorporate

any or all of the Statement of Additional Information into the prospectus delivered to investors, without delivering the Statement

with the prospectus, so long as the Statement is available to investors as provided in General Instruction F. The registrant also may

incorporate by reference into the prospectus information about the company being acquired without delivering the information

Registration Statement Under The Securities Act Of 1933 Page 4

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