If the securities are additional shares of common stock of a class outstanding, the description may be omitted except for a statement of the preemptive rights, if any. Where the statutory provisions with respect to preemptive rights are so indefinite or complex that they cannot be stated in summarized form, it will suffice to make a statement in the form of an opinion of counsel as to the existence and extent of such rights.
If it is impracticable to describe the transaction in which the securities are to be issued, state the reason, indicate the purpose of the authorization of the securities, and state whether further authorization for the issuance of the securities by a vote of security holders will be solicited prior to such issuance.
Modification or exchange of securities. If action is to be taken with respect to the modification of any class of securities of the registrant , or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant furnish the following information:.
If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor and the basis of the exchange. If the existing security is presently listed and registered on a national securities exchange , state whether the registrant intends to apply for listing and registration of the new or reclassified security on such exchange or any other exchange.
If the registrant does not intend to make such application, state the effect of the termination of such listing and registration. Financial and other information.
See Notes D and E at the beginning of this Schedule. If action is to be taken with respect to any matter specified in Item 11 or 12, furnish the following information:.
The information required pursuant to paragraph a of this Item may be incorporated by reference into the proxy statement as follows:. The registrant may incorporate by reference any of the information required by paragraph a of this Item, provided that the information is contained in an annual report to security holders or a previously-filed statement or report, such report or statement is delivered to security holders with the proxy statement and the requirements of paragraph c are met.
Registrants eligible to incorporate by reference into the proxy statement the information required by paragraph a of this Item in the manner specified by paragraphs b 1 and b 2 may do so only if:. Instructions to Item Notwithstanding the provisions of this Item, any or all of the information required by paragraph a of this Item not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted.
In the usual case the information is deemed material to the exercise of prudent judgment where the matter to be acted upon is the authorization or issuance of a material amount of senior securities, but the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock , otherwise than in an exchange, merger, consolidation, acquisition or similar transaction, the authorization of preferred stock without present intent to issue or the authorization of preferred stock for issuance for cash in an amount constituting fair value.
In order to facilitate compliance with Rule a of Regulation S-X, one copy of the definitive proxy statement filed with the Commission shall include a manually signed copy of the accountant's report. If the financial statements are incorporated by reference, a manually signed copy of the accountant's report shall be filed with the definitive proxy statement.
Notwithstanding the provisions of Regulation S-X, no schedules other than those prepared in accordance with Rules , and or, for management investment companies , Rules through of that regulation need be furnished in the proxy statement. Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraph a 2 or 3 of this Item.
If the registrant submits preliminary proxy material incorporating by reference financial statements required by this Item, the registrant should furnish a draft of the financial statements if the document from which they are incorporated has not been filed with or furnished to the Commission.
A registered investment company need not comply with items a 2 , a 3 , and a 5 of this Item Mergers, consolidations, acquisitions and similar matters. See Notes A and D at the beginning of this Schedule. Instructions to Item 1. The financial information in paragraphs b 8 - 11 of this Item for the acquiring company and the target need not be provided; and. The information in paragraph c 2 of this Item for the target company need not be provided.
In transactions in which the consideration offered to security holders consists wholly of securities exempt from registration under the Securities Act of or a combination of exempt securities and cash, information about the acquiring company required by paragraph c 1 of this Item need not be provided if only the security holders of the acquiring company are voting, unless the information is material to an informed voting decision. If only the security holders of the target company are voting, information about the target company in paragraph c 2 of this Item need not be provided.
The information required by paragraphs b 8 - 11 and c need not be provided if the plan being voted on involves only the acquiring company and one or more of its totally held subsidiaries and does not involve a liquidation or a spin off. If the financial statements are incorporated by reference, a signed copy of the accountant's report must be filed with the definitive proxy statement.
If the preliminary proxy material incorporates by reference financial statements required by this Item, a draft of the financial statements must be furnished to the Commission staff upon request if the document from which they are incorporated has not been filed with or furnished to the Commission. If action is to be taken with respect to any of the following transactions, provide the information required by this Item:.
Provide the following information for each of the parties to the transaction unless otherwise specified:. The name, complete mailing address and telephone number of the principal executive offices. A brief description of the general nature of the business conducted. A statement as to whether any federal or state regulatory requirements must be complied with or approval must be obtained in connection with the transaction and, if so, the status of the compliance or approval. In a table designed to facilitate comparison, historical and pro forma per share data of the acquiring company and historical and equivalent pro forma per share data of the target company for the following Items:.
For a business combination, present the financial information required by paragraphs b 9 and b 10 only for the most recent fiscal year and interim period. For a combination between entities under common control, present the financial information required by paragraphs b 9 and b 10 except for information with regard to book value for the most recent three fiscal years and interim period.
For purposes of these paragraphs, book value information need only be provided for the most recent balance sheet date. Calculate the equivalent pro forma per share amounts for one share of the company being acquired by multiplying the exchange ratio times each of:. Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs b 8 and b 9 of this Item.
Present any Article 11 information required with respect to transactions other than those being voted upon where not incorporated by reference together with the pro forma information relating to the transaction being voted upon.
In presenting this information, you must clearly distinguish between the transaction being voted upon and any other transaction. If current pro forma financial information with respect to all other transactions is incorporated by reference, you need only present the pro forma effect of this transaction. However, financial statements need only be presented for the latest two fiscal years and interim periods. If the acquiring company or the acquired company is an investment company registered under the Investment Company Act of or a business development company as defined by Section 2 a 48 of the Investment Company Act of , provide the following information for that company instead of the information specified by paragraph c of this Item:.
Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs d 6 , d 7 and d 8 of this Item.
Acquisition or disposition of property. If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:.
To the extent practicable, outline briefly the facts bearing upon the question of the fairness of the consideration. Restatement of accounts. If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the registrant furnish the following information:.
Tabular presentation of the amounts shall be made when appropriate, particularly in the case of recapitalizations. Action with respect to reports. If action is to be taken with respect to any report of the registrant or of its directors, officers or committees or any minutes of a meeting of its security holders, furnish the following information:.
Matters not required to be submitted. If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, state the nature of such matter, the reasons for submitting it to a vote of security holders and what action is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders.
Amendment of character, bylaws or other documents. If action is to be taken with respect to any amendment of the registrant 's charter , bylaws or other documents as to which information is not required above, state briefly the reasons for and the general effect of such amendment. Where the matter to be acted upon is the classification of directors, state whether vacancies which occur during the year may be filled by the board of directors to serve only until the next annual meeting or may be so filled for the remainder of the full term.
Attention is directed to the discussion of disclosure regarding anti-takeover and similar proposals in Release No. Other proposed action. If action is to be taken on any matter not specifically referred to in this Schedule 14A, describe briefly the substance of each such matter in substantially the same degree of detail as is required by Items 5 to 19, inclusive, of this Schedule, and, with respect to investment companies registered under the Investment Company Act of , Item 22 of this Schedule.
Registrants required to provide a separate shareholder vote pursuant to section e 1 of the Emergency Economic Stabilization Act of 12 U. Voting procedures. As to each matter which is to be submitted to a vote of security holders, furnish the following information:. A That is an affiliated person of the Fund;. B That is an affiliated person of such person; or. C An affiliated person of which is an affiliated person of the Fund, its investment adviser, principal underwriter , or Administrator.
A Share the same investment adviser or principal underwriter ; and. B Hold themselves out to investors as related companies for purposes of investment and investor services. A Hold themselves out to investors as related companies for purposes of investment and investor services; or.
B Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds. Furnish the following information in the proxy statement of a Fund or Funds:.
The Fund should provide a copy of the annual report and the most recent semi-annual report succeeding the annual report, if any, to the requesting shareholder by first class mail, or other means designed to assure prompt delivery, within three business days of the request.
Where approval is sought only for a change in asset breakpoints for a pre-existing fee that would not have increased the fee for the previous year or have the effect of increasing fees or expenses, but for any other reason would not be reflected in a pro forma fee table , describe the likely effect of the change in lieu of providing pro forma fee information.
An action would indirectly establish or increase a fee or expense where, for example, the approval of a new investment advisory contract would result in higher custodial or transfer agency fees. The tables should be prepared in a manner designed to facilitate understanding of the impact of any change in fees or expenses.
Identify the parties, state the consideration, the terms of payment and describe any arrangement or understanding with respect to the composition of the board of directors of the Fund or of the investment adviser, or with respect to the selection of appointment of any person to any office with either such company. Transactions involving securities in an amount not exceeding one percent of the outstanding securities of any class of the investment adviser or any of its Parents or Subsidiaries may be omitted.
If action is to be taken with respect to the election of directors of a Fund, furnish the following information in the proxy statement in addition to, in the case of business development companies, the information and in the format required by Item 7 and Item 8 of this Schedule 14A. Furnish information with respect to a prospective investment adviser to the extent applicable.
If the solicitation is made by or on behalf of a person other than the Fund or an investment adviser of the Fund, provide information only as to nominees of the person making the solicitation.
For example, when furnishing information in a table, you should provide separate tables or separate sections of a single table for directors and nominees who are or would be interested persons and for directors or nominees who are not or would not be interested persons.
When furnishing information in narrative form, indicate by heading or otherwise the directors or nominees who are or would be interested persons and the directors or nominees who are not or would not be interested persons. No information need be given about any director whose term of office as a director will not continue after the meeting to which the proxy statement relates. Explain in a footnote to the table any family relationship between the persons listed.
No nominee or person chosen to become a director or Officer who has not consented to act as such may be named in response to this Item. If fewer nominees are named than the number fixed by or pursuant to the governing instruments, state the reasons for this procedure and that the proxies cannot be voted for a greater number of persons than the number of nominees named.
State the principal business of any company listed under column 4 unless the principal business is implicit in its name. Include in column 5 the total number of separate portfolios that a nominee for election as director would oversee if he were elected.
Indicate in column 6 directorships not included in column 5 that are held by a director or nominee for election as director in any company with a class of securities registered pursuant to section 12 of the Exchange Act 15 U. Where the other directorships include directorships overseeing two or more portfolios in the same Fund Complex, identify the Fund Complex and provide the number of portfolios overseen as a director in the Fund Complex rather than listing each portfolio separately.
When an individual holds the same position s with two or more registered investment companies that are part of the same Fund Complex, identify the Fund Complex and provide the number of registered investment companies for which the position s are held rather than listing each registered investment company separately. If material , this disclosure should cover more than the past five years, including information about the person's particular areas of expertise or other relevant qualifications.
Do not include arrangements or understandings with directors or Officers acting solely in their capacities as such. B An investment company, or a person that would be an investment company but for the exclusions provided by sections 3 c 1 and 3 c 7 of the Investment Company Act of 15 U.
C An investment adviser, principal underwriter , Sponsoring Insurance Company, or affiliated person of the Fund; or. But the items must remain their orginal condition. Add To BOM. Product comparison. Request for Quotation. Ratings Please rate the product! Comment after login. Paypal charge 4. We provide high quality products, thoughtful service and after sale guarantee. Ship with ESD antistatic protection. Guarantees 1. We provide 90 days warranty. We strictly implement supplier audits, so you can purchase with confidence.
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