Registration Statement Under The Securities Act Of 1933 (Page 9 of 12) in pdf

(b)

If any expert named in the registration statement as having prepared or certiﬁed any part thereof (or named as having prepared

or certiﬁed a report or valuation for use in connection with the registration statement), or counsel for the registrant, underwriters

or selling security holders named in the prospectus as having given an opinion upon the validity of the securities being registered

or upon other legal matters in connection with the registration or offering of such securities, was employed for such purpose

on a contingent basis, or at the time of such preparation, certiﬁcation or opinion, or at any time thereafter through the date of

effectiveness of the registration statement to which such preparation, certiﬁcation, or opinion relates, had, or is to receive in

connection with the offering, a substantial interest, direct or indirect, in the registrant or was connected with the registrant,

managing underwriter (or any principal underwriter, if there are no managing underwriters), voting trustee, director, ofﬁcer,

or employee, furnish a brief statement of the nature of such contingent basis, interest, or connection.

Instruction:

The interest of an expert (other than an accountant) or counsel will not be deemed substantial and need not be

disclosed if the interest, including the fair market value of all securities of the registrant owned, received and to be

received, or subject to options, warrants or rights received or to be received by the expert or counsel does not exceed

$50,000. For purposes of this instruction, the term “expert” or counsel includes the ﬁrm, corporation, partnership

or other entity, if any, by which the expert or counsel is employed or of which he is a member or of counsel to,

and all attorneys in the case of counsel, and all nonclerical personnel in the case of named experts, participating

in the matter on behalf of the ﬁrm, corporation, partnership or entity.

Accountants providing a report on the ﬁnancial statements, presented or incorporated by reference in the registration

statement, should note Section 210.2-01 [17 CFR 210.2-01] of Regulation S-X for the Commission’s requirements

regarding “Qualiﬁcation of Accountants” which discusses disqualifying interests.

Item 9.

Additional Information Required for Reoffering by Persons Deemed to be Underwriters

If any of the securities are to be reoffered to the public by any person who is deemed to be an underwriter thereof, furnish the

following information in the prospectus, to the extent it is not already furnished therein:

(a)

the name of each security holder;

(b)

the nature of any position, ofﬁce or other material relationship which the selling security holder has had within the past three

years with the registrant or any of its predecessors or afﬁliated companies;

(c)

the amount of securities owned by the selling security holder prior to the offering, the amount to be offered for the security

holder’s account, the amount and (if one percent or more) the percentage of the class to be owned by the security holder after

completion of the offering; and

(d)

information about the transaction in which the securities were acquired and any material changes in the registrant’s affairs

after the transaction.

PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page

(a)

The outside cover page is required to contain the following information:

(i)

the registrant’s name;

(ii) a statement or statements (A) that the Statement of Additional Information is not a prospectus; (B) that the Statement of

Additional Information should be read in conjunction with the prospectus; and (C) from whom a copy of the prospectus

may be obtained;

(iii) the date of the prospectus to which the Statement of Additional Information relates and any other identifying information;

and

(iv) the date of the Statement of Additional Information.

Registration Statement Under The Securities Act Of 1933 Page 9

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