Registration Statement Under The Securities Act Of 1933 (Page 6 of 12) in pdf

Item 3.

Fee Table, Synopsis Information, and Risk Factors

(a)

Include a table showing the current fees for the registrant and the company being aquired and pro forma fees, if different, for

the registrant after giving effect to the transaction using the format prescribed in the appropriate registration statement form

under the 1940 Act (for open-end management investment companies, Item 3 of Form N-1A; for closed-end management

investment companies, Item 3 of Form N-2; and for separate accounts that offer variable annuity contracts, Item 3 of Form

N-3).

(b)

The registrant shall include at the beginning of the prospectus a synopsis of the information contained in the prospectus. The

synopsis shall be a clear and concise discussion of the key features of the transaction, of the registrant, and of the company being

acquired. As to the registrant and company being acquired compare: (1) investment objectives and policies; (2) distribution and

purchase procedures and exchange rights; (3) redemption procedures; and (4) any other signiﬁcant considerations. Highlight

differences. Discuss the primary federal tax and other consequences of the proposed transaction to the security holders.

(c)

Immediately after the synopsis, brieﬂy discuss the principal risk factors of investing in the registrant. Brieﬂy compare these

risks with those associated with an investment in the company being acquired. If the registrant is a closed-end investment

company, brieﬂy describe any restrictions on the registrant’s present or, if applicable, future ability to pay dividends with

respect to any class of securities.

Item 4.

Information About The Transaction

(a)

Outline the material features of the proposed transaction, including:

(1)

a brief summary of the terms of the acquisition agreement;

(2)

a description of the securities to be issued;

(3)

the reasons the registrant and the company being acquired are proposing the transaction;

(4)

the federal income tax consequences, if any, to the security holders of both parties, including appropriate references to

Internal Revenue Code sections; and

(5)

a description of any material differences between the rights of security holders of the company being acquired and the

rights of security holders of the registrant.

(b)

Furnish a tabulation in columnar form showing the existing and the pro forma capitalization.

Item 5.

Information About the Registrant

Provide the following information, to the extent applicable, about the registrant:

(a)

if the registrant is an open-end management investment company, furnish the information required by Items 2 through 8, 9(a),

9(b), and 10 through 13 of Form N-1A under the 1940 Act;

(b)

if the registrant is a closed-end management investment company, furnish the information required by Items 4, 8.1, 8.2, 8.4,

8.5, 8.6, 9, 10, 11, and 12 of Form N-2 under the 1940 Act;

(c)

if the registrant is a separate account (as deﬁned in Section 2(a)(37) of the l940 Act) offering variable annuity contracts which

are registered under the 1940 Act, furnish the information required by Items 2, 4(a) through (c), and 5 through 14 of Form

N-3 under the 1940 Act;

(d)

if the registrant is a small business investment company registered under the 1940 Act, furnish the information required by

Items l through 7, 9 through 13, 15(a), 16, 19, 20, and 21 of Form N-5 under the 1940 Act;

(e)

a statement that the registrant is subject to the informational requirements of the Exchange Act and in accordance therewith

ﬁles reports and other information with the Securities and Exchange Commission; and

Registration Statement Under The Securities Act Of 1933 Page 6

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