Rule 415 -- Delayed or Continuous Offering and Sale of Securities

1. Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:
1. The registration statement pertains only to:
1. Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;
2. Securities which are to be offered and sold pursuant to a dividend or interest reinvestment plan or an employee benefit plan of the registrant;
3. Securities which are to be issued upon the exercise of outstanding options, warrants or rights;
4. Securities which are to be issued upon conversion of other outstanding securities;
5. Securities which are pledged as collateral;
6. Securities which are registered on Form F-6;
7. Mortgage related securities, including such securities as mortgage backed debt and mortgage participation or pass through certificates;
8. Securities which are to be issued in connection with business combination transactions;
9. Securities the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness;
10. Securities registered (or qualified to be registered) on Form S-3 or Form F-3 which are to be offered and sold on a continuous or delayed basis by or on behalf of the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary; or
11. Shares of common stock which are to be offered and sold on a delayed or continuous basis by or on behalf of a registered closed-end management investment company or business development company that makes periodic repurchase offers pursuant to 270.23c-3 of this chapter.
2. Securities in paragraphs (a)(1)(viii) through (x) may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.
3. The registrant furnishes the undertakings required by Item 512(a) of Regulation S-K.
4. In the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant:
1. The offering comes within paragraph (a)(1)(x);
2. where voting stock is registered, the amount of securities registered for such purposes must not exceed 10% of the aggregate market value of the registrant's outstanding voting stock held by non-affiliates of the registrant (calculated as of a date within 60 days prior to the date of filing);
3. the securities must be sold through an underwriter or underwriters, acting as principal(s) or as agent(s) for the registrant; and
4. the underwriter or underwriters must be named in the prospectus which is part of the registration statement. As used in this paragraph, the term at the market offering means an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on or through the facilities of a national securities exchange or to or through a market maker otherwise than on an exchange.
2. This section shall not apply to any registration statement pertaining to securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust under the Investment Company Act of 1940 or any registration statement filed by any foreign government or political subdivision thereof.