Registration Statement Under The Securities Act Of 1933 (Page 8 of 12) in pdf

security holders, unless such information is otherwise disclosed in material furnished to security holders with the information

statement.

(c)

In addition to the information called for by paragraphs (a) and (b) above, include:

(1)

the information called for by Item 3 of Schedule 14A [17 CFR 240.14a-101] of Regulation 14A under the 1934 Act;

Instruction:

Also state that the exercise of such rights is subject to the “forward pricing” requirements of Rule 22c-1 under

the 1940 Act [17 CFR 270.22c-1] and that the Rule supersedes contrary provisions of state law.

(2)

the information called for by Item 21 of Schedule 14A [17 CFR 240.14a-101] of Regulation 14A under the 1934 Act

about both the registrant and the company being acquired;

(3)

the information called for by Items 6(a) and (b) of Schedule 14A [17 CFR 240.14a-101] of Regulation 14A under the

1934 Act about both the registrant and the company being acquired;

(4)

with respect to both the registrant and the company being acquired:

(i)

the name and address of each person who controls either party to the transaction and explain the effect of that

control on the voting rights of other security holders. As to each control person, state the percentage of the voting

securities owned or any other basis of control. If the control person is a company, give the state or other sovereign

power under the laws of which it is organized. List all parents of the control person.

Instruction:

For purposes of subparagraph (c)(4)(i), “control” shall mean (1) the beneﬁcial ownership, either directly or through one

or more controlled companies, of more than 25 percent of the voting securities of a company; (2) the acknowledgment

or assertion by either the controlled or controlling party of the existence of control; or (3) an adjudication under Section

2(a)(9) of the 1940 Act [15 U.S.C. 80a-2(a)(9)], which has become ﬁnal, that control exists.

(ii) the name, address and percentage of ownership of each person who owns of record or is known by either party to

the transaction to own of record or beneﬁcially 5 percent or more of any class of either party’s outstanding equity

securities.

Instructions:

The percentages are to be calculated on the basis of the amount of securities outstanding.

Indicate, as far as practicable, the percentage of registrant’s shares to be owned by such persons upon consummation

of the proposed transaction on the basis of present holdings and commitments.

If to the knowledge of either party to the transaction or any principal underwriter of their securities, 5 percent or

more of any class of voting securities of either party are or will be held subject to any voting trust or other similar

agreement, this fact must be disclosed.

Indicate whether the securities are owned both of record and beneﬁcially, or of record only, or beneﬁcially only,

and show the respective percentage owned in each manner.

(iii) a statement of all equity securities of the registrant, owned by all ofﬁcers, directors and members of the advisory

board of the registrant as a group, without naming them. In any case where the amount owned by directors and

ofﬁcers as a group is less than l percent of the class, a statement to that effect is sufﬁcient.

Item 8.

Interest of Certain Persons and Experts

(a)

Describe brieﬂy any material interest, direct or indirect, by security holdings or otherwise, of any afﬁliated person of the

registrant in the proposed transaction.

Instruction:

This Item shall not apply to any interest arising from the ownership of securities of the registrant where the security

holder receives no extra or special beneﬁt not shared on a pro rata basis by all other holders of the same class.

Registration Statement Under The Securities Act Of 1933 Page 8

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