General Rules and Regulations
Securities Act of 1933
Rule 439 -- Consent to Use of Material Incorporated by Reference
If the Act or the rules and regulations of the Commission
require the filing of a written consent to the use of any material in connection
with the registration statement, such consent shall be filed as an exhibit to the
registration statement even though the material is incorporated therein by reference.
Where the filing of a written consent is required with respect to material incorporated
in the registration statement by reference, which is to be filed subsequent to the
effective date of the registration statement, such consent shall be filed as an amendment
to the registration statement no later than the date on which such material is filed
with the Commission, unless express consent to incorporation by reference is contained
in the material to be incorporated by reference.
Notwithstanding paragraph (a) of this section, any required consent may
be incorporated by reference into a registration statement filed pursuant to Rule 462(b) or a post-effective amendment filed pursuant to Rule 462(e) from a previously filed registration statement relating to that offering, provided that the
consent contained in the previously filed registration statement expressly provides for
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