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Release No. 33-6611 Release No. IC-14796 November 14, 1985
Business Combination Transactions--New Registration Form For Investment CompaniesACTION: Adoption of Form, Rule and Rule Amendments.SUMMARY: The Commission is adopting Form N-14 for the registration of securities issued by investment companies in business combination transactions. The form is required for management investment companies and business development companies registering securities issued in those types of transactions. The form is designed to improve the effectiveness of the business combination prospectus by requiring that information be presented in a shorter and more meaningful format. Related technical amendments are being adopted to conform various provisions of Regulation S-X and the proxy rules to Form N-14. The Commission also is adopting a new rule which will permit the Form N-14 registration statement to become effective automatically on the thirtieth day after the date of filing in the case of open-end management investment companies. DATES: Effective Date: Form N-14 and the related rule and rule amendments are effective February 1, 1986, for all documents filed on or after that date. Compliance Date: Registrants will be permitted, however, to use Form, N-14 and the other provisions amended or adopted herein in filings made after publication of this release in the Federal Register. FOR FURTHER INFORMATION CONTACT: Mary S. Podesta, Chief of Office, or Stephen C. Beach, Office of Disclosure and Adviser Regulation, Division of Investment Management, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, (202) 272-2107. SUPPLEMENTARY INFORMATION: The Commission is adopting Form N-14 for the registration of securities issued by investment companies in exchange offers and business combination transactions under Rule 145 17 CFR 230.145 of the Securities Act of 1933 ("Securities Act"). The form, new rule and rule amendments were proposed for comment on March 18, 1985. 1 After considering the comments received, the Commission has determined to adopt the form and rule changes substantially as proposed. Form N-14 will replace Form S-14 for registering securities to be issued in investment company business combination transactions. Form S-14 is being rescinded. 2 Form N-14 also may serve as the proxy or information statement for the business combination transaction required under applicable rules of the Securities Exchange Act of 1934 ("Exchange Act"). Accordingly, technical amendments to rules under Regulation 14A 17 CFR 240.14a-1 to 14a-101, and Regulation 14C 17 CFR 210.1-10 to 210.12-29 are being adopted to indicate that compliance with the disclosure requirements of Form N-14 will satisfy the requirements of those rules. In the instructions to Form N-14, the Commission also is making clear that the Form N-14 information requirements would be in lieu of the information required under the Investment Company Act proxy rules 17 CFR 270.20a-1 through 20a-3 with respect to the business combination transaction. The instructions will make clear, however, that where a separate proxy submission accompanies the merger proxy, for example a submission with respect to action to be taken with respect to the election of directors of the investment company or with respect to an investment advisory contract, that submission must comply with applicable information requirements under the Exchange Act and the Investment Company Act. A new rule also is being adopted to permit filings on Form N-14 by open-end management investment companies to become effective automatically on the thirtieth day after the date of filing. The Commission is adopting an amendment to its Rules of Organization and Program Management delegating to the Director of the Division of Investment Management the authority to declare registration statements effective under the rule and to suspend effectiveness when necessary.
I. PURPOSE OF FORM N-14Currently, investment companies proposing to engage in business combination transactions must comply with the disclosure requirements of Form S-14. 3 One result of the information requirements of Form S-14 is that prospectuses for investment company business combination transactions are frequently long and complex. Form N-14 continues the Commissions effort to simplify and make more understandable business combination prospectuses by applying the approach to prospectus simplification used by the Commission in Form N-1A and Form N-3, the registration forms for open-end management investment companies, and in Form S-4, the registration form for business combination transactions of other issuers. 4 Form N-14 is divided into three parts. Part A is the statutory prospectus and consists of essential information about the transaction, the companies and voting information. Part B, the Statement of Additional Information, consists of additional information about the companies involved in the transaction, and historical and pro forma financial statements which may be interest to at least some investors. Part B need not be included in the prospectus (provided certain conditions are met) but must be made available to investors upon request. Part C consists of information required to be in the registration statement but not required to be delivered to investors. The requirements for a Part A statutory prospectus and a Part B Statement of Additional Information are consistent with the disclosure requirements of Form N-1A and Form N-3. In adopting those forms, the Commission determined to improve the quality of disclosure provided to investors by requiring in the prospectus pertinent information about the issuer while making additional information, not of routine interest to most investors, available upon request. Form N-14 also is consistent with Form S-4 which the Commission recently adopted for business combination transactions by other issuers. Both Form S-4 and Form N-14 reflect the premise that investment decisions made in the context of a business combination and those made when purchasing a security in a primary offering are substantially similar in terms of an investors information needs. II. DISCUSSION OF COMMENTSThe Commission received six comment letters on the proposing release. Commentators acknowledged that Form N-14 represented an improvement over existing requirements although commentators offered a number of specific comments and suggestions on the proposed form. At the same time, several commentators argued that a separate registration form (such as Form S-14, currently required, and proposed Form N-14) should not be required for investment companies entering into business combination transactions. The discussion below is in two parts. The first part discusses the commentators major substantive comments and the changes, if any, made in the form and rules to address commentators concerns. The second part of the release addresses specific recommendations and suggestions made by the commentators and indicates where changes in the form have been made as a result of these comments. A. Separate Registration FormFour commentators urged the Commission to eliminate the requirement for a separate Securities Act registration form for the securities issued by an investment company in a business combination transaction. These commentators suggested that the shareholders of an acquired investment company need only receive the acquiring companys existing prospectus and a proxy statement containing information concerning the transaction and the differences between the two funds. Generally, Rule 145 5 under the Securities Act states that an "offer" or "sale" within the meaning of the Securities Act is made to the security holders of a corporation where, pursuant to statutory provisions, controlling instruments or otherwise, they are asked to vote or consent to a plan or agreement for: (i) reclassifications other than stock splits and changes in par value; (ii) mergers, consolidations and similar plans of acquisition except where the sole purpose of the transaction is to change an issuers domicile; and (iii) certain transfers of assets for securities where there is a subsequent distribution of the securities to those voting on the transfer of the assets. The effect of Rule 145 is to subject these business combination transactions to the Securities Act registration requirements. Securities Act Release No. 5510 made clear that Rule 145 applies to mutual fund combinations, specifying that the acquiring fund may use a new registration statement or a post-effective amendment to its current registration statement disclosing all the information required by Form S-14. 6 Form N-14 implements these registration requirements as the required registration statement form for business combinations of investment companies. Commentators argued that the investment decision made by a shareholder of an investment company involved in a business combination transaction is basically whether to invest in a larger version of the acquiring company. They asserted that this decision is comparable to other shareholder decisions such as approval of a change in the funds investment policy or its investment adviser and should not require the filing of a separate registration form with the attendant cost and time delay. As the preliminary note to Rule 145 states, the thrust of the rule is that an "offer," "offer to sell," "offer for sale" or "sale" occurs when a plan or agreement is submitted to security holders under which they must elect, on the basis of what is in substance a new investment decision, whether to accept a new or different security in exchange for their existing security. Rule 145 embodies the Commissions determination that these transactions are subject to the registration requirements of the Securities Act. The Commission continues to believe that shareholders should have the protection of the Securities Act in the information which they receive about investment company business combinations and, accordingly, it is adopting Form N-14 as the required registration form for securities issued in those transactions. While a separate registration form is required, Form N-14 has been designed so that a fund can develop a short disclosure document about the transaction attached to the funds current prospectus for delivery to shareholders. To further reduce cost and delay to registrants, new Rule 488 will permit registration statements filed on Form N-14 to become effective automatically after 30 days. B. Pro Forma Financial InformationThe financial information requirements of Form N-14 as proposed placed most financial information in the Statement of Additional Information. That is, the prospectus would contain only the per share table of both companies and the table of existing and pro forma capitalization while historical financial statements of the two companies and pro forma combining financial statements required by Regulation S-X would be made available on request. The Commission specifically requested comment on whether pro forma and historical financial statements should be required in the prospectus rather than the Statement of Additional Information. Two commentators believed that pro forma financial information is not material to investors and recommended that this information be eliminated entirely or replaced by a much shorter presentation. These commentators argued that the cost of preparing pro forma financial information outweighed any benefit the information provided to investors. As an alternative to the prospectus containing either a pro forma capitalization table or pro forma combined financials, one commentator suggested that Form N-14 require that the prospectus include a table that shows actual and pro forma expense ratios. Another commentator recommended, as an alternative to pro forma financials in either the prospectus or Statement of Additional Information, that separate schedules of investments of the two funds be made available upon request so that the information could be provided as of a more current date and at less cost than pro forma information. The Commission has determined to adopt the pro forma and historical financial information requirements as proposed. The Commission continues to believe that pro forma financial statements present information about the two companies in a manner which permits comparison of the two funds, including their portfolios, that enables investors to assess whether the two funds to be merged are similar in terms of their actual investments and shows the extent the two portfolios "mesh" or fit together. Historical financial information may be useful because it presents audited information about the funds over a longer period of time. In Form N-14 as adopted, pro forma financial statements are required in the Statement of Additional Information rather than in the prospectus provided the requirements specified in Instruction F for making information available on request are met. This follows the approach of Form N-1A and differs from that of Form S-4 where Regulation S-X pro forma financial statements are required in the prospectus. In addition, the form contains an exception to the requirement that pro forma financial statements be included in the registration statement. As discussed in the proposing release, some investment company mergers involve the acquisition of a company which is much smaller in size than the acquiring company. The larger company may acquire a private, personal holding company or a registered investment company which has proven to be too small to operate economically. Preparation of the pro forma combined financial statements does not, in such circumstances, appear to provide significant assistance to shareholders, but can add more significant costs to the companies involved. Item 14 of Form N-14 as proposed and adopted would not require pro forma financial statements if the net asset value of the company being acquired does not exceed ten percent of the registrants net asset value as of a specified date within thirty days of the filing of Form N-14. The exception is modeled after the definition of significant subsidiary in Rule 1-02 of Regulation S-X 17 CFR 210.1-02 except that the determination would be based only on asset sizes. The Commission considered the exception in Item 14 in light of the criticism of the requirement for pro forma financial statements. The Commission continues to believe that the ten percent exception, which likely will be available in many investment company mergers, will eliminate the need for pro forma financials where their inclusion in the registration statement would not appear to provide significant assistance to shareholders and could add significant costs to the companies involved. Rule 488 The Commission also proposed new Rule 488 under the Securities Act to permit, under certain circumstances, registration statements on Form N-14 filed by open-end management investment companies to become effective automatically on the sixtieth day after the date of filing. As proposed, Rule 488 would be available if the prospectus filed as part of the registration statement did not contain disclosures relating to any other proposal to be acted on at a meeting of shareholders of either party other than proposals related to (i) an exchange offer for the securities of another person; (ii) a business combination transaction under Rule 145(a); or (iii) proposals related to the exchange offer or business combination transaction. Two commentators noted that time can be a critical factor in mutual fund business combination transactions because, during the period following announcement of the transaction, the acquired funds assets can decrease significantly through redemptions. Commentators suggested that shorter periods varying from 10 to 30 days be provided. These commentators also viewed the conditions that the prospectus contain only proposals relating to the business combination transaction as too restrictive and requested that this condition be eliminated or clarified to allow disclosures relating to routine matters generally submitted to shareholders as part of their annual meeting. In response to these comments, the Commission is shortening the period under new Rule 488 for automatic effectiveness to 30 days and allowing disclosures relating to specified routine matters generally submitted to shareholders as part of their annual meeting. III. SPECIFIC COMMENTSA. Presidents LetterTwo commentators noted that proxy materials for investment companies typically begin with a so-called Presidents Letter which concisely summarizes the proposed transaction. These commentators asked that the adopting release or instruction to the form make clear that this letter may continue to be used as the initial or introductory document. The instructions to the form have been amended to do so. B. Advisers Balance SheetsSeveral commentators objected to Item 14(b) of Form N-14 as proposed which would require audited balance sheets of the investment advisers to both the registrant and the company being acquired. Form N-1A does not require an audited balance sheet of the adviser in either the prospectus or Statement of Additional Information, although adviser balance sheets are required by Rule 20a-2 under the Investment Company Act in connection with a shareholder vote to elect fund directors or take action with respect to the investment advisory contract. One commentator argued that, since the advisers balance sheet is not necessary in connection with an initial investment decision, balance sheets of both advisers should not be necessary in connection with an investment decision at a time when two funds are combined. Because Form N-14 is designed to provide investors in an investment company business combination transaction with information comparable to that required by Form N-1A for primary offerings, the Commission is deleting the requirement to include the balance sheets of both advisers. C. SAI Delivery RequirementsGeneral Instruction F to Form N-14 requires that Part B be sent within one business day of the receipt of a request for it. According to one commentator, the one day response requirement could be difficult to meet, especially in the early stages of the proxy solicitation process when the demand for Part B should be the greatest. The commentator suggested that a fund be permitted to respond within five business days of the receipt of request provided that Part B is mailed at least twenty days prior to the shareholder meeting, the date of the vote or the expiration date of an exchange offer, or within one day if there are fewer than twenty days prior to the meeting or other date. The Commission believes that a simple, consistently-applied requirement will best ensure that shareholder requests for the Statement of Additional Information are processed properly. For this reason and because the one-day delivery deadline corresponds to the one day period prescribed for delivery of certain materials under Form S-4, the Commission is adopting the requirement as proposed. In response to comment, however, the form has been changed so that registrants which provide a toll-free telephone number for shareholders to request Part B will not be required also to include a post card request form. D. Other ChangesA number of technical changes have been made in the form and instructions in response to comments. These changes are listed below. 1. The declaration to register securities under existing Rule 24f-2 is now printed on the facing page. 2. The option to select a date for automatic effectiveness under Rule 488 is now printed on the facing page. 3. Instruction G makes clear that the existing Statements of Additional Information may be incorporated by reference into Form N-14. 4. The requirement under Item 2(b) for a statement that reports and other information filed by the registrant may be inspected at Commission offices and the addresses of these offices is moved to Item 5. 5. A clarification is made to indicate that Exhibits 1, 2 and 13 under Item 16 apply to the registrant and not to the acquired fund. AVAILABILITY OF FINAL REGULATORY FLEXIBILITY ANALYSIS In accordance with 5 U.S.C. 604, the Commission has prepared a Final Regulatory Flexibility Analysis with regard to adoption of Form N-14 and a related rule and rule amendments. A summary of the corresponding Initial Regulatory Flexibility Analysis was included in the release proposing that form and related rule and rule amendments at 50 FR 11725 (March 25, 1985). Anyone who wishes to obtain a copy of the Final Regulatory Flexibility Analysis for Form N-14 should contact Stephen C. Beach, (202) 272-3040, Stop 5-2, Division of Investment Management, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. STATUTORY AUTHORITY The Commission hereby adopts Form N-14, Securities Act Rule 488 and amendments to Rule 30-5 of Part 200, Rule 3-05(b) of Regulation S-X, Securities Act Rule 145, and Exchange Act Rules 14a-3, 14a-6, 14c-2 and 14c-5 pursuant to sections 6, 7, 8, 10, and 19(a) of the Securities Act 15 U.S.C. 77f, 77h, 77j, and 77s(a) and sections 14(a), 14(c), and 23(a) of the Exchange Act 15 U.S.C. 78n(a), 78n(c) and 78w. List of subjects in Parts 200, 210, 239 and 240 Reporting and recordkeeping requirements and Securities. IV. TEXT RULES AND FORMThe Commission is amending Chapter II, Title 17 of the Code of Federal Regulations as follows: PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS 1. The authority citation for Part 200 continues to read as follows: AUTHORITY: Secs. 19, 23, 48 Stat. 85, 901 as amended, sec. 20, 49 Stat. 833, sec. 319, 53 Stat. 1173, secs. 38, 211, 54 Stat. 841, 855; 15 U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11, * * * 2. Section 200.30-5 is amended by adding paragraph (b-4) as follows: §200.30-5 Delegation of authority to Director of Division of Investment Management. * * * * * (b) * * * (b-4) With respect to registration statements filed pursuant to paragraph (a) of rule 488 under the Act (17 CFR 230.488(a)): (1) To suspend the operation of said paragraphs and to issue written notices to registrants of such suspensions; (2) To determine such amendments to be effective within shorter periods of time than the thirtieth day after the filing thereof. * * * * * PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975. 3. The authority citation for Part 210 continues to read as follows: AUTHORITY: Secs. 6, 7, 8, 10, 12, 13, 15, 19, 23, 48 Stat. 78, 79, as amended, 81, as amended, 85, as amended, 892, as amended, 894, 895, as amended, 901, as amended, secs. 5, 14, 20, 49 Stat. 812, 827, 833, secs. 8, 30, 31, 38, 54, Stat. 803, 836, 838, 841; 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78l, 78m, 78o, 78w, 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, * * * 4. Section 210.3-05 is amended by revising paragraph (b)(1) introductory text as follows: §210.3-05 Financial statements of businesses acquired or to be acquired. * * * * * (b) Periods to be presented. (1) If securities are being registered to be offered to the security holders of the business to be acquired, the financial statements specified in §§210.3-01 and 210.3-02 shall be furnished for the business to be acquired, except as provided otherwise for filings on Form N-14. In all other cases, financial statements of the business acquired or to be acquired shall be filed for the periods specified in this paragraph or such shorter period as the business has been in existence. The financial statements covering fiscal years shall be audited except as provided in Item 15 of Schedule 14A, (§240.14a-101 of this chapter) with respect to certain proxy statements or in a registration statement filed on Forms N-14, S-4 or F-4 (§239.23, 25, or 34 of this chapter). The periods for which such financial statements are to be filed shall be determined using the conditions specified in the definition of significant subsidiary in §210.1-02(v). The determination shall be made by comparing the most recent annual financial statements of each such business to the registrants most recent annual consolidated financial statements filed at or prior to the date of acquisition. * * * * * PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 5. The authority citation for Part 230 continues to read as follows: AUTHORITY: Section 230.100 to 230.174 issued under sec. 19, 48 Stat. 85, as amended; 15 U.S.C. 77s, * * * 6. Section 230.145 is amended by revising the Preliminary Note and Notes 1 and 2 as follows: §230.145 Reclassification of securities, mergers, consolidations, and acquisitions of assets. PRELIMINARY NOTE Rule 145 (§230.145 of this chapter) is designed to make available the protection provided by registration under the Securities Act of 1933, as amended (Act), to persons who are offered securities in a business combination of the type described in paragraphs (a)(1), (2) and (3) of the rule. The thrust of the rule is that an "offer," "offer to sell," "offer for sale," or "sale" occurs when there is submitted to security holders are required to elect, on the basis of what is in substance a new investment decision, whether to accept a new or different security in exchange for their existing security. Rule 145 embodies the Commissions determination that such transactions are subject to the registration requirements of the Act, and that the previously existing "no-sale" theory of Rule 133 is no longer consistent with the statutory purposes of the Act. See Release No. 33-5316 (October 6, 1972) 37 FR 23631. Securities issued in transactions described in paragraph (a) of Rule 145 may be registered on Form S-4 or F-4 (§239.25 or §239.34 of this chapter) or Form N-14 (§239.23 of this chapter) under the Act. Transactions for which statutory exemptions under the Act, including those contained in sections 3(a)(9), (10), (11) and 4(2), are otherwise available are not affected by Rule 145. NOTE 1: Reference is made to Rule 153a (§230.153a of this chapter) describing the prospectus delivery required in a transaction of the type referred to in Rule 145. NOTE 2: A reclassification of securities covered by Rule 145 would be exempt from registration pursuant to section 3(a)(9) or (11) of the Act if the conditions of either of these sections are satisfied. * * * * * 7. Section 230.488 is added to read as follows: §230.488 Effective date of registration statements relating to securities to be issued in certain business combination transactions. (a) A registration statement filed on Form N-14 by a registered open-end management investment company for the purpose of registering securities to be issued in an exchange offer or other business combination transaction pursuant to Rule 145 under the Securities Act of 1933 15 U.S.C. 77a et seq. shall become effective on the thirtieth day after the date upon which it is filed with the Commission, or such later date designated by the registrant on the facing sheet of the registration statement, which date shall be not later than fifty days after the date on which the registration statement is filed, unless the Commission having due regard to the public interest and the protection of investors declares such amendment effective on an earlier date, provided the following conditions are met: (1) Any prospectus filed as a part of the registration statement does not include disclosure relating to any other proposal to be acted on at a meeting of the shareholders of either company other than proposals related to an exchange offer, or a business combination transaction pursuant to Rule 145(a), and any other proposal relating to: (i) uncontested election of directors, (ii) ratification of the selection of accountants, (iii) the continuation of a current advisory contract, (iv) increases in the number or amount of shares authorized to be issued by the registrant; and (v) continuation of any current contract relating to the distribution of shares issued by the registrant; and (2) The registration statement recites on the facing sheet that the registrant proposes that the filing become effective pursuant to this rule. (b) No registration statement shall become effective pursuant to paragraph (a) of this section if, prior to the effective date of the registration statement, it should appear to the Commission that the registration statement may be incomplete or inaccurate in any material respect and the Commission furnishes to the registrant written notice that the effective date is to be suspended. Following such action by the Commission, the registrant may file with the Commission at any time a petition for review of the suspension. The Commission will order a hearing on the matter if a request for such a hearing is included in the petition. If the Commission has suspended the effective date of the registration statement, it shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors. PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 8. The authority citation for part 239 continues to read as follows: AUTHORITY: The Securities Act of 1933, 15 U.S.C. 77a et seq., * * * Section 239.23 also issued under Sec. 5, 6, 7, 10, 19(a), 48 Stat. 77, 78, 81, 85; Secs. 204, 205, 209, 48 Stat. 906, 908; and secs. 7, 8, 68 Stat. 684, 685; sec. 1, 79 Stat. 1051; sec. 308(a)(2). 90 Stat. 57; 15 U.S.C. 77e, 77f, 77g, 77j, 77s(a); secs. 14(a), 14(b), 23(a), 48 Stat. 895, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 5, 78 Stat. 569, 570; sec. 18, 89 Stat. 155; 15 U.S.C. 78n(a), 78n(c), 78w(a). NOTE--The text of Form N-14 does not appear in the Code of Federal Regulations. 9. Section 239.23 is revised to read as follows: §239.23 Form N-14, for the registration of securities issued in business combination transactions by investment companies and business development companies. This form shall be used by a registered investment company or a business development company as defined by section 2(a)(48) of the Investment Company Act of 1940 for registration under the Securities Act of 1933 of securities to be issued: (a) in a transaction of the type specified in paragraph (a) of Rule 145 (§230.145 of this chapter); (b) in a merger in which the applicable state law would not require the solicitation of the votes or consents of all the security holders of the company being acquired; (c) in an exchange offer for securities of the issuer or another entity; (d) in a public reoffering or resale of any such securities acquired pursuant to this registration statement; or (e) in more than one of the kinds of transactions listed in paragraphs (a) through (d) registered on one registration statement. PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 10. The authority citation for Part 240 continues to read as follows: AUTHORITY: Sec. 23, 48 Stat. 901, as amended; 15 U.S.C. 78w, * * * 11. Section 240.14a-3 is amended by revising paragraph (a) as follows: §240.14a-3 Information to be furnished to security holders. (a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule 14A (§240.14a-101) or with a written proxy statement included in a registration statement filed under the Securities Act of 1933 on Form S-4 or F-4 (§239.25 or §239.34 of this chapter) or Form N-14 (§239.23) and containing the information specified in such Form. * * * * * 12. Section 240.14a-6 is amended by revising paragraph (j) as follows: §240.14a-6 Material required to be filed. * * * * * (j) Notwithstanding the foregoing provisions of this section, any proxy statement, form of proxy or other soliciting material included in a registration statement filed under the Securities Act of 1933 on Form S-4 or F-4 (§239.25 or §239.34 of this chapter), or Form N-14 (§239.23 of this chapter) shall be deemed filed both for the purposes of that Act and for the purposes of this section, but separate copies of such material need not be furnished pursuant to this section nor shall any fee be required under paragraph (i) of this section. However, any additional soliciting material used after the effective date of the registration statement on Form S-4, Form F-4 or Form N-14 shall be filed in accordance with this section but separate copies of such material need not be filed as an amendment of such registration statement. 13. Section 240.14c-2 is amended by revising paragraph (a) as follows: §240.14c-2 Distribution of information statement. (a) In connection with every annual or other meeting of the holders of a class of securities registered pursuant to section 12 of the Act, including the taking of corporate action with the written authorization or consent of the holders of a class of securities so registered, the issuer of such securities shall transmit a written information statement containing the information specified in Schedule 14C (§240.14c-101) or written information statements included in registration statements filed under the Securities Act of 1933 on Form S-4 or F-4 (§239.25 or §239.34 of this chapter) or Form N-14 (§239.23 of this chapter), and containing the information specified in such form, to every such security holder who is entitled to vote or give an authorization or consent in regard to any matters to be acted upon and from whom a proxy, authorization or consent is not solicited on behalf of the management of the issuer pursuant to section 14(a) of the Act: Provided, however, that in the case of a class of securities in unregistered or bearer form, such statements need be transmitted only to those security holders whose names are known to the issuer. * * * * * 14. Section 240.14c-5 is amended by revising paragraph (e) as follows: §240.14c-5 Filing of information statement. * * * * * (e) Notwithstanding the foregoing provisions of this section, any information statement or other material included in a registration statement filed under the Securities Act of 1933 on Form S-4 or F-4 (§239.25 or 34 of this chapter), or Form N-14 (§239.23 of this chapter), shall be deemed filed both for the purposes of that Act and for the purposes of this section, but separate copies of such material need not be furnished pursuant to this section, nor shall any fee be required under paragraph (a) of this section. However, any additional material used after the effective date of the registration statement on Form S-4 or F-4 or Form N-14 shall be filed in accordance with this section but separate copies of such material need not be filed as an amendment of such registration statement. * * * * * By the Commission. John Wheeler Secretary ____________________ This graph could not be reproduced. Table of Contents of Form N-14 Page
Number Part A. INFORMATION REQUIRED IN THE PROSPECTUS Part B. INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION PART C. OTHER INFORMATION GENERAL INSTRUCTIONS A. Who May Use Form N-14Form N-14 may be used by all management investment companies registered under the Investment Company Act of 1940 ("1940 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. B. Registration FeeSection 6(b) of the 1933 Act and Rule 457 17 CFR 230.457 thereunder set forth the fee requirements under the 1933 Act. Registrants that have elected to register an indefinite number of shares are also directed to Rule 24f-2 under the 1940 Act 17 CFR 270.24f-2 for purposes of computing the filing fee. Contemporaneous with a filing on Form N-14, an open-end management company may be offering its securities to the public by means of a current prospectus under an effective registration statement and may have filed an election, under Rule 24f-2, to register an indefinite number of those shares. 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 for which an indefinite number of shares have been registered pursuant to an election under Rule 24f-2 which has not been terminated. If this procedure is used, however, the facing sheet of the registration statement on Form N-14 must state that no filing fee is due because of reliance on Rule 24f-2, and the registrant must file as an exhibit to this registration statement a copy of its earlier declaration under Rule 24f-2. C. Application of Securities Act RulesAttention 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. D. Application of Exchange Act Rules1. 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 persons submission to its security holders is subject to (i) Regulation 14A 17 CFR 240.14a-1 through 14a-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 240.14c-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. 2. 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. E. Documents Comprising Registration StatementA 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. F. Preparation of the Registration StatementInstructions 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. 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: 1. 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 registrants operations that do not differ materially from those of other investment companies. 2. Descriptions of practices that are necessitated or otherwise affected by legal requirements should generally not include detailed discussions of the law. 3. 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. 4. The so-called Presidents 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. G. 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 with the prospectus under certain conditions pursuant to Item 6 of Form N-14, and in accordance with the requirements of Instruction F. If the registrant elects to incorporate information by reference into the Statement of Additional Information, a copy of each document from which information is incorporated by reference must accompany the registration statement filed with the Commission and the Statement of Additional Information sent to shareholders. Attention is directed to Rule 411 under the 1933 Act 17 CFR 230.411 regarding the need to clearly identify in the prospectus what information is incorporated by reference. PART A. INFORMATION REQUIRED IN THE PROSPECTUS Item 1. Beginning of Registration Statement and Outside Front Cover Page of Prospectus (a) The facing page of the registration statement shall contain the cross-reference sheet required by Rule 481(a) 17 CFR 230.481(a). (b) The outside front cover page of the prospectus shall contain the following information: (1) the registrants name, the address (including zip code) and telephone number (including area code) of its principal executive offices and, where applicable, its sponsors name; (2) an identification of the type of fund or separate account (as defined in Section 2(a)(37) of the 1940 Act) or a brief description of the registrants investment objectives; (3) a statement summarizing the proposed transaction, naming the parties to it and giving the address (including zip code) and telephone number (including area code) of the principal executive offices of the company being acquired; (4) a statement or statements that: (i) the prospectus sets forth concisely the information about the registrant that a prospective investor ought to know before investing; (ii) the prospectus should be retained for future reference; and (iii) additional information about the registrant has been filed with the Commission and is available upon oral or written request and without charge. (This statement should include instructions about how to obtain the additional information and whether any of the Statement of Additional Information has been incorporated by reference into the prospectus); (5) the date of the prospectus and date of any Statement of Additional Information; (6) the statement required by Securities Act Rule 481(b)(1) 17 CFR 230.481(b)(1); and (7) such other information as required by rules of the Commission or of any other governmental authority having jurisdiction over the registrant or the issuance of its securities. (c) The cover page may include other information, but that additional information must not, either by its nature, quantity, or manner of presentation, impede understanding of required information. Item 2. Beginning and Outside Back Cover Page of Prospectus The following information, to the extent applicable, shall appear on the front or on the outside back cover page of the prospectus: (a) the name of any national securities exchange on which the registrants securities are listed and a statement that reports, proxy material and other information concerning the registrant can be inspected at the exchanges; (b) the table of contents required by Rule 481(c) 17 CFR 230.481(c). Item 3. Synopsis Information and Risk Factors (a) 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) advisory fees; (3) other significant fees; (4) distribution and purchase procedures and exchange rights; (5) redemption procedures; and (6) any other significant considerations. Highlight differences. Discuss the primary federal tax and other consequences of the proposed transaction to the security holders. (b) 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 registrants 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 3, 4(a) and (b), 5, 6(a), (c), (d), (e), (f) and (g), and 7 through 9 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 3, 6 through 10, and 12 through 19 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 1940 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 1 though 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; (f) a statement that proxy material, reports (and where registrant is subject to Regulation 14A or 14C of the Exchange Act, proxy and information statements) and other information filed by the registrant can be inspected and copied at the public reference facilities maintained by the Commission in Washington D.C., and at certain of its Regional Offices, stating the current address of each facility see 17 CFR 200.11(b) and 200.80(c)(1), and that copies of such material can be obtained from the public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates. Item 6. Information About the Company Being Acquired Information about the company being acquired shall be provided as follows: (a) if the company being acquired is a management investment company registered under the 1940 Act or a business development company as defined by Section 2(a)(48) of the 1940 Act: 1. if the transaction will be submitted to the security holders of the registrant for approval or consent, furnish the information that would be required by Items 5 and 8 of this Form as if securities of the company being acquired were being registered; 2. if the transaction will not be submitted to security holders of the registrant for approval or consent, furnish: (i) the information that would be required by Items 5 and 8 of this Form as if securities of the company being acquired were being registered, or (ii) provided the requirements of Instruction F are satisfied, include a statement that information about the company being acquired is incorporated by reference from the current prospectus of the company being acquired and is available upon request from the registrant without charge. (Provide a copy of the prospectus of the acquired company upon request in accordance with the requirements in Instruction F. If the company being acquired is registered on Form N-1A or Form N-3 under the 1940 Act, in responding to requests under this Item, provide both a copy of the prospectus of the acquired company and the Statement of Additional Information with respect to that prospectus.) (b) in addition, if the company being acquired is registered under the 1940 Act and is required to file reports under Section 30 of that Act: (1) state that reports and other information filed by the company being acquired can be inspected and copied at the public reference facilities maintained by the Commission in Washington, D.C., and state the current address of such facility, and that copies of such material can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates; and (2) name any national securities exchange on which the securities of the company being acquired are listed, and state that reports, proxy statements and other information concerning the company being acquired can be inspected at the exchange. (c) if the company being acquired is not registered under the 1940 Act but is subject to the reporting requirements of Section 13(a) or 15(d) of the 1934 Act, furnish the information that would be required by Item 17(a) of Form S-4 under the 1933 Act; and (d) if the company being acquired is not registered under the 1940 Act and is not subject to the reporting requirements of either Section 13(a) or 15(d) of the 1934 Act, furnish a brief description of: the business done by the company, including basic identifying information such as the date and form of its organization; its investment objectives and policies; and how the company is managed. Item 7. Voting Information (a) If proxies are to be solicited, include, where applicable, the information called for by Items 1 and 3 of Schedule 14A 17 CFR 240.14a-101 of Regulation 14A under the 1934 Act. (b) If the transaction is an exchange offer or if proxies are not to be solicited, include, where applicable, the information called for by Items 2 and 3 of Schedule 14C 17 CFR 240.14c-101 under the 1934 Act. (c) In addition to the information called for by paragraphs (a) and (b) above, include: (1) the information called for by Item 2 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 22 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 5(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 acknowledgement 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 partys outstanding equity securities. Instructions: 1. The percentages are to be calculated on the basis of the amount of securities outstanding. 2. Indicate, as far as practicable, the percentage of registrants shares to be owned by such persons upon consummation of the proposed transaction on the basis of present holdings and commitments. 3. 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. 4. 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 1 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. (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. Instructions: 1. 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 non-clerical personnel in the case of named experts, participating in the matter on behalf of the firm, corporation, partnership or entity. 2. 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 Commissions 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 holders 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 registrants 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 registrants 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. (b) The cover page may include other information, but care should be taken that such additional information does not, either by its nature, quantity, or manner of presentation, impede understanding of required information. Item 11. Table of Contents Set forth under appropriate captions (and sub-captions) a list of the contents of the Statement of Additional Information and, where useful, provide cross-references to related disclosure in the prospectus. Item 12. Additional Information about the Registrant (a) If the registrant is an open-end management investment company, furnish the information required by Items 10 through 23 of Form N-1A under the 1940 Act or Items 15 through 23 of Form N-3, as applicable. (b) If the registrant is not an open-end management investment company, no specific information about the company need be included. Item 13. Additional Information about the Company Being Acquired If the transaction will be submitted to the security holders of the registrant for approval or consent: (a) if the company being acquired is an open-end management investment company, furnish the information required by Items 10 through 14 and 16 through 23 of Form N-1A under the 1940 Act or Items 15 through 23 of Form N-3, as applicable. (b) if the company being acquired is not an open-end management investment company, no specific information about the company need be included. Item 14. Financial Statements (a) The Statement of Additional Information shall contain the financial statements and schedules of the acquiring company and the company to be acquired required by Regulation S-X 17 CFR 210 for the periods specified in Article 3 of Regulation S-X 17 CFR 210.3-01 et seq. except: 1. the following statements and schedules required by Regulation S-X may be omitted from Part B of the registration statement and included in Part C: (i) the statements of any subsidiary which is not a majority-owned subsidiary; and (ii) the following schedules in support of the most recent balance sheet: (A) columns C and D of Schedule III 17 CFR 210.12-14; and (B) Schedule IV 17 CFR 210.12-03; and 2. the pro forma financial statements required by Rule 11-01 of Regulation S-X 17 CFR 210.11-01 need not be prepared if the net asset value of the company being acquired does not exceed ten percent of the registrants net asset value, both of which are measured as of a specified date within thirty days prior to the date of filing of this registration statement. PART C. OTHER INFORMATION Item 15. Indemnification State the general effect of any contract, arrangement or statute under which any director, officer, underwriter or affiliated person of the registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any director, officer, affiliated person or underwriter for its own protection. Instruction: In responding to this Item the registrant should take note of the provisions of Rules 461(c) 17 CFR 230.461 and 484 17 CFR 230.484 under the 1933 Act and Sections 17(h) and (i) of the 1940 Act 15 U.S.C. 80a-17(h) and (i). Item 16. Exhibits Subject to the rules on incorporation by reference, give a list of all exhibits filed as part of the registration statement. Exhibits: (1) copies of the charter of the registrant as now in effect; (2) copies of the existing bylaws or corresponding instruments of the registrant; (3) copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the registrant; (4) copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it; (5) specimens or copies of each security being registered, including copies of all constituent instruments defining the rights of holders of the securities; (6) copies of all investment advisory contracts relating to the management of the assets of the registrant; (7) copies of each underwriting or distribution contract between the registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers; (8) copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of directors or officers of the registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document; (9) copies of all custodian agreements and depository contracts under Section 17(f) of the 1940 Act 15 U.S.C. 80a-17(f), for securities and similar investments of the registrant, including the schedule of remuneration; (10) copies of any plan entered into by registrant pursuant to Rule 12b-1 under the 1940 Act 17 CFR 270.12b-1 and any agreements with any person relating to implementation of the plan; (11) an opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable; (12) an opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus; (13) copies of all material contracts of the registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement; (14) copies of any other opinions, appraisals or rulings, and consents to their use relied on in preparing the registration statement and required by Section 7 of the 1933 Act 15 U.S.C. 77g; (15) all financial statements omitted pursuant to Item 14(a)(1); (16) manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and (17) any additional exhibits which the registrant may wish to file. Instruction: Subject to the rules on incorporation by reference, the exhibits shall be filed as part of the registration statement. Exhibits shall be appropriately lettered or numbered for convenient reference. Exhibits incorporated by reference may bear the designation given in a previous filing. Where exhibits are incorporated by reference, the reference shall be made in the list of exhibits required above. Item 17. Undertakings (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act 17 CFR 230.145c, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in __________ the City of __________ and State of __________, on the __________ day of __________, 19__________. __________ Registrant: __________ By: (Signature and Title) __________ As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. __________ Signature: Title: Date: 1 Securities Act Release No. 6570 (March 18, 1985) 50 FR 11725 (March 25, 1985). 2 Form S-14 was replaced by Form S-4 for registering securities in connection with business combination transactions of other types of issuers. Form S-4 was adopted by the Commission on April 23, 1985. Securities Act Release No. 6578 (April 23, 1985) 50 FR 18990 (May 6, 1985). 3 Currently, an open-end management investment company may register securities offered in a transaction subject to Securities Act Rule 145 as a post-effective amendment to its Form N-1A registration statement, if the amendment contains the information required by Form S-14. See Securities Act Release No. 5510 (July 3, 1974) 39 FR 26719 (July 23, 1974). If an investment company chooses to file a post-effective amendment, it may designate shares previously registered for the transaction. Form N-14 now becomes the exclusive form for registering shares to be sold in business combination transactions. Investment company registrants that have previously registered an indefinite number of shares may, however, sell those shares by means of the prospectus included in the Form N-14 registration statement. See General Instruction B to Form N-14. 4 Form N-1A was adopted in Investment Company Act Release No. 13436 (August 12, 1983) 48 FR 37928 (August 22, 1983); Form N-3 was adopted in Investment Company Act Release No. 14575 (June 14, 1985) 50 FR 36145 (June 25, 1985); and Form S-4 was adopted in Securities Act Release No. 6578 (April 23, 1985) 50 FR 18990 (May 6, 1985). 5 Rule 145 was adopted by the Commission in Securities Act Release No. 5316 (October 6, 1972) 37 FR 23631 (November 7, 1972). 6Securities Act Release No. 5510 (July 3, 1974) 39 FR 26719 (July 23, 1974). |
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